SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2004

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

            FOR THE TRANSITION PERIOD FROM ___________ TO ___________

                        COMMISSION FILE NUMBER 000-25385

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

         MINNESOTA                                                41-1853993
 ------------------------------                             -------------------
(State or Other Jurisdiction of                             (I.R.S. Employer
 Incorporation or Organization)                             Identification No.)

          1100 Melville Street, Suite 320, Vancouver, BC Canada V6E 4A6
          -------------------------------------------------------------
                                 (888) 332-7774 (Address and telephone number,
             including area code, of
                    registrant's principal executive office)

      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 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 such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                 YES |_| NO |X|

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K 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-KSB or any amendment to
this Form 10-KSB. |X|

      Aggregate market value of voting stock held by non-affiliates as of
September 20, 2004 was approximately $2,967,684 (based upon the closing sales
price of those shares reported on the National Association of Securities Dealers
Bulletin Board for that day),

      Number of shares of Common Stock outstanding as of September 20, 2004:
19,679,840.

      DOCUMENTS INCORPORATED BY REFERENCE: NONE

<PAGE>

EXPLANATORY NOTE:

The accompanying Annual Report on Form 10-KSB is the first annual report filed
by the Registrant since September 30, 2001. This Annual Report includes the
audited financial statements for the fiscal years ended June 30, 2004, 2003 and
2002 and unaudited summary quarterly financial information for which quarterly
reports on Form 10-QSB during those fiscal years were not filed.

-------------------------------------------------------------------------------

<PAGE>

                        PURCHASE POINT MEDIA CORPORATION

                                      INDEX
Part I                                                                    Page
                                                                          ----

         Item 1.  Description of Business                                   1

         Item 2.  Description of Property                                   4

         Item 3.  Legal Proceedings                                         5

         Item 4.  Submission of Matters to a Vote of
                           Security Holders                                 5

Part II

         Item 5.  Market for Registrant's Common Equity
                           And Related Stockholder Matters                  5

         Item 6.  Management's Discussion and Analysis
                           or Plan of Operations                            8

         Item 7.  Financial Statements                                     13

         Item 8.  Changes in and Disagreements with
                          Accountants on Accounting and
                           Financial Disclosure                            14

         Item 8a. Controls and Procedures                                  14

Part III

         Item 9.  Directors and Executive Officers;
                         Promoters and Control Persons;
                           Compliance with Section 16 (a)
                           of the Exchange Act                             14

         Item 10. Executive Compensation                                   18

         Item 11. Security Ownership of Certain Beneficial
                           Owners and Management                           18

         Item 12. Certain Relationships and
                           Related Transactions                            19
Part IV

         Item 13. Exhibits and Reports on Form 8-K                         20

         Signatures                                                        23
         Page F-1 follows Page 13

<PAGE>

Item 1. Description of Business

      Purchase Point Media Corporation ("PPMC" or the "Company"), with offices
located at Suite 1100, 141 Fifth Avenue, New York, New York 10010, was organized
under the laws of the State of Minnesota on June 29, 1996. PPMC owns a patented
grocery cart advertising display device called the last word(R) that attaches to
supermarket shopping carts. At this time, patents have been granted in the
United States, Canada, France, Germany and the United Kingdom. The last word(R)
is a registered trademark owned by PPMC. The Company is still in the development
stage and is not an operating company. There can be no assurance that the
selling of advertising space to national advertisers will be developed or that
the Company will achieve a profitable level of operation.

      The last word(R) is a clear plastic, weatherproof, highly durable, state
of the art, point-of-purchase ("POP") display device that encloses a glossy
color photo insert. The panel is 1/4 inch thick, 7 inches high and 16 inches
wide. The last word(R) insert contains 10 three by three inch advertisement
frames. The last word(R) attaches to the back of the child's seat section in
grocery carts, so that it is directly in front of the shopper's eyes. Management
believes that the last word(R) has powerful advantages over competing POP
advertising media.

      The development of the last word(R) began in 1991 when the inventor,
Albert Folsom, applied for patent protection. Subsequent to that, Amtel
Communications Inc. ("Amtel") invested over $1,000,000 in the development of the
last word(R), which included applying for and receiving the registered trademark
for the last word(R). In June 1994, a Nevada corporation also called Purchase
Point Media Corporation acquired the patents and the exclusive marketing rights
and trademark. In April 1997, a public Minnesota corporation acquired the assets
of Purchase Point Media Corporation, leaving PPMC (Minnesota) as the surviving
company.

      From 1993 to 1997, PPMC worked on development of the last word(R), seeking
patent protection in additional countries and setting the stage to launch a
global point of purchase advertisement service company. On the 25th of April
1997 PPMC contracted with Roger Jung, who was doing business as Last Word
Management ("LWM"), to be in charge of ad sales for PPMC. Subsequently, the
contract was amended to make LWM the primary contractor handling operations for
PPMC. LWM's operating responsibilities include ad sales, renting space on
shopping carts, purchasing the last word(R), installing the last word(R), ad
changes and maintenance. All references herein to PPMC's operations should be
interpreted as operations handled by PPMC through LWM. Under the contract with
LWM, LWM receives 50% of the gross revenue collected from advertising, to cover
the cost of the last word(R), operating cost and their profit.

      This Annual Report on Form 10-KSB contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995
("Forward-Looking Statements"). Such statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
projected in such forward-looking statements. Certain factors which could
materially affect such results and the future performance of the Company are
described below under "Management's Discussion and Analysis or Plan of
Operations - Other Matters." 1


                                        1
<PAGE>

Marketing, Sales and Operations

      PPMC will rent the child seat locations on grocery carts from supermarkets
for a rental rate equal to 10% of the gross advertising revenues that the
Company receives. PPMC will sell the advertising for each of the ten positions
on the last word(R) to manufacturers of leading national brand products sold in
supermarkets. Each position is priced at $2.25 per month per thousand customer
checkouts at the grocery store. Advertising agencies will receive a 15%
commission for all advertisements placed on behalf of their clients. This
advertising will be replaced in quarterly cycles to coincide with the seasons.

Marketing

      PPMC has contracted with Culver Associates Ltd. ("Culver") for its
marketing program. Culver is a New York agency, which specializes in helping
companies achieve rapid growth. In addition to an advertising trade campaign,
Culver will create sales and marketing materials for presentation to grocery
chains, advertisers and their ad agencies. Based upon Culver's past success in
the development of new and innovative media sources, advertisers are expected to
include some of the most recognizable brand names in the world.

Advertisement Sales and Grocery Store Operations

      PPMC has contracted with Last Word Management, Inc. ("LWM") to conduct its
sales and operations. For over two decades, LWM personnel have been active in
virtually all facets of the advertising industry. Based on their experience and
relationships, the Company believes that LWM will be able to sell all of the
advertisement space in the last word(R) and contract with the chain stores. In
addition they will be in charge of installing the last word(R) and changing the
advertisement inserts contained in the last word(R).

The Point of Purchase (POP) Market

      The following discussion of the Point of Purchase (POP) market is based
upon the "Supermarket Buying Habits Survey" published by The Point Of Purchase
Advertising Institute, Inc. (POPAI), based in Englewood, New Jersey. Point of
purchase advertising is the fastest growing segment of the advertising industry,
resulting in record sales of $15.7 billion in 1992 and over $17 billion in 1997.

      The basis of the growth of POP advertising is its capacity to influence
the buying decisions of shoppers after they enter a store. POPAI has determined
that average shoppers make the decisions for choosing two thirds of their
supermarket purchases after they enter a store. Other marketing professionals
concur with these findings.

      POPAI's research has shown that 70 manufacturer displays and 160 signs are
found in an average supermarket. In addition, advertisements are found on
product shelves and on shopping carts. According to research reported in
Marketing Magazine, which covers marketing and sales promotion advertising,
gross sales are 12% higher in stores with advertisements on product shelves than
in stores without shelf advertisements. In addition, advertising panels on the
front of shopping carts increase the average sales of those products by 11.5%.
Other surveys show that a product advertised on a grocery cart would cause a
decrease in sales of the competing product equal to 50% of the increase of the
advertised product.


                                        2
<PAGE>

      In-store POP advertising is effective because there are thousands of
competing products. The average supermarket carries over 15,000 items and larger
stores over 30,000. Each month a thousand new products fight for shelf space and
the customer's attention.

      The majority of shoppers are impulse buyers. Every year fewer wives stay
at home and read newspaper ads to plan their grocery shopping. The increase of
two-household earners means considerably less time for planning. Consequently,
more and more people do their grocery shopping without a list and are more
susceptible to in-store advertising.

      In 1986, grocery store sales topped $300 billion. By the year 2000,
supermarket customers will spend about half a trillion dollars. These figures
are based on a conservative 6% annual growth rate during the 1990's.

      Packaged food companies are now entering over one thousand new products
into the marketplace each month. In 1970, the average supermarket featured 7,800
items. By 1990, that number had reached approximately 15,000 and some carry more
than 30,000 items.

      In 1965, the average trip to the grocery store lasted 28 minutes and the
average weekly spending in supermarkets was $28.49. By 1990, shoppers made
slightly more than two trips to the supermarket each week, spending more than
$72.00 per trip. The major shopping trip now lasts nearly 50 minutes as the
hurried shoppers are attempting to wrap up all of their required shopping in one
trip.

      The majority of shoppers are working outside of the home and have little
time to plan their shopping trip, making them much more vulnerable to influence
and factors that promote their purchasing decisions while shopping.

Competition

      A number of  companies  compete  in the  point of  purchase  grocery  cart
advertising  industry.  The two most  significant  competitors are Actmedia Inc.
("Actmedia") and ADDvantage Media Group, Inc. ("ADDvantage").

      News Corp. acquired Actmedia Inc. of Darien, Connecticut, which was owned
by Heritage Media Corp. and then changed the name to News America Marketing.
News America Marketing named the grocery cart division, "Smart Source Carts"
(sometimes referred to herein as Actmedia). News America Marketing is a large
company, which competes in several categories of point of purchase supermarket
advertising, including using grocery carts as the location for its advertising
message. Actmedia pioneered grocery cart advertising and has proven that a
single POP advertisement on a grocery cart can be effective and profitable.

      Smart Source Carts attaches an 8-inch by 9-inch by 9-inch single
advertisement panel to the front inside and front outside of shopping carts.
According to Actmedia promotional literature, its clients have commissioned the
research company A.C. Nielsen to conduct over 600 independent surveys on
Actmedia's ad program. Nielsen's findings concluded that Actmedia's grocery cart
advertising increases average sales of the advertised products by 12.6%.


                                        3
<PAGE>

      ADDvantage is a company headquartered in Tulsa, Oklahoma. ADDvantage
features a calculator bolted to the handle bar of a shopping cart and having an
adjacent single advertisement display which measures two by 2 and 7/8 inches.

      In addition to Actmedia (News America) and ADDvantage, there are a number
of other competitors in the industry. VideOcart is a shopping cart equipped with
a black and white battery operated video screen, which imparts information as
well as advertisements. Other competitors include shelf and aisle displays as
well as a number of newer hi-tech POP displays. Various electronic in-store
displays and coupon systems exist including: Aisle Vision to straddle the aisle;
Market Vision, an electronic message board crawl screen; POPNET, a computerized
in-store system displaying animated sequences and price promotions; Actmedia's
Instant Coupon Machine, an on-shelf electronic dispensing device; and Shelf
Vision, another electronic display system.

      In Store Advertising has a backlit display unit with an LED read out
placed above the aisle in grocery stores. Other displays include
motion-activated units designed to heighten product visibility. Camtalker's
sensory equipment triggers a taped message whenever a customer comes within
range. Soundtron also triggers a message to potential customers as does Voice
Vendor.

      The Company believes that since the last word(R) will be in continuous
communication with each and every shopper in the store, it will be more
effective than the products of its competitors.

Patent

      The patent invention is a waterproof advertising display device. Broadly
stated, the patent covers the combination of a telescopingly nestable shopping
cart of the standard type, having a top-hinged rear gate and a rear receptacle,
and an advertising holder mounted facing a user on the front wall of the rear
receptacle, including a rear display plate over the advertising and a watertight
seal such that liquids may not enter the advertising area.

      Also protected is the above combination wherein the cover plate is
attached with a quick release hinge. It also includes an optional calculator
assembly supporting the calculator at an upward angle for viewing by the user.

Production and Manufacturing

      The early stage  manufacturing  of the last word(R) has been undertaken by
Lesair, Inc. in San Diego, California.  The manufacturer of the final production
runs has not been determined. Competitive bids are being tendered at this time.

Item 2. Description of Property

      At present, the Company does not own any real property. The Company leases
office space at $1,000 per month, on a month-to-month basis at 2832 Bellevue,
West Vancouver, British Columbia, Canada. PPMC does not pay for shared office
space with Culver at 141 5th Avenue, New York, NY (This will change when PPMC
becomes operational).


                                        4
<PAGE>

Item 3. Legal Proceedings

      PPMC is 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

      No matters were submitted to a vote of the Company's shareholders during
the fourth quarter of the year ending June 30, 2004.

Part II

Item 5. Market for Common Equity and Related Stockholder Matters

      The Company's Common Stock trades on the OTC Pink Sheets Bulletin Board of
the National Association of Securities Dealers, Inc. ("NASD") under the symbol
"PPMC." As of June 30, 2004, the Company had approximately 110 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.

                                                     Price
                                                     High            Low
Fiscal Year 2004
----------------
First Quarter Ended September 30                    $0.15          $0.02
Second Quarter Ended December 31                     0.28           0.05
Third Quarter Ended March 31                         0.28           0.14
Fourth Quarter Ended June 30                         0.64           0.15

Fiscal Year 2003
----------------
First Quarter Ended September 30                    $0.13          $0.05
Second Quarter Ended December 31                     0.10           0.02
Third Quarter Ended March 31                         0.05           0.02
Fourth Quarter Ended June 30                         0.04           0.02

Fiscal Year 2002
----------------
First Quarter Ended September 30                    $0.02          $0.02
Second Quarter Ended December 31                     0.02           0.02
Third Quarter Ended March 31                         0.35           0.02
Fourth Quarter Ended June 30                         0.52           0.12


                                        5
<PAGE>

      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.

Recent Sales of Unregistered Securities

      In July 1996, the Company (then known as Leghorn, Inc.) issued an
aggregate of 4,700,000 shares of Common Stock to 12 individuals for an aggregate
consideration of $10,000. The Company relied upon the exemption from
registration contained in Rule 504 of Regulation D under the Securities Act of
1933, as amended (the "Securities Act") in issuing all of the foregoing shares
in that the aggregate offering price of the shares of Common Stock issued did
not exceed $1,000,000.

      On July 16, 1997, the Company merged with Purchase Point Media
Corporation, a Nevada corporation ("PPMC (Nevada)"). In connection with such
merger, the Company issued 6,675,000 shares of Common Stock to the two
stockholders of PPMC (Nevada), both of whom were accredited investors as defined
in Rule 501 of Regulation D under the Securities Act. The shares issued in
connection with such merger were valued at $8,500. The Company relied upon the
exemption contained in Rule 506 of Regulation D under the Securities Act in
issuing such shares in that there were only two acquirers, both of whom were
accredited investors.

      On August 12, 1998, the Company entered into an agreement with Dorian
Capital Corp. ("Dorian") pursuant to which Dorian subscribed for 500,000 units,
each consisting of one share of Common Stock and one five-year warrant to
purchase Common Stock at an exercise price of $7.00 per share, for a
subscription price of $7.00 per unit. Dorian had a 90-day period to pay the
subscription price, which period was extended for an additional 90 days. By the
final expiration date, Dorian had purchased 41,143 units for approximately
$288,000. The Company relied upon the exemption contained in Rule 506 of
Regulation D under the Securities Act in issuing the foregoing securities to
Dorian in that there was only one purchaser, which was an accredited investor.

      On September 1, 1999 the Company entered into an agreement with Vintage
International Corp ("Vintage"). Vintage subscribed for 500 units of the
Company's Common Stock, each unit consisting of one thousand shares of Common
Stock at $.50 per share (the fair value at the date of the subscription
agreement) and (1,000) one thousand Common Stock purchase warrants. The warrants
are exercisable at $.50 per share and expire August 31, 2004. Vintage has 180
days from September 1, 1999 to provide the Company with proceeds of the
subscription funds. On March 1, 2000 the Company extended the period for an
additional 180 days. From September 1, 1999 through June 30, 2000 the Company
received $168,038 and issued Vintage 336,076 shares of the Company's Common
Stock. The Company relied upon the exemption contained in Rule 506 of Regulation
D under the Securities Act in issuing the foregoing securities to Vintage in
that there was only one purchaser, which was an accredited investor.


                                        6
<PAGE>

      On February 1, 2000 the Company entered into an agreement with Quadrant
Financial Inc. ("Quadrant"). Quadrant subscribed for 500 units of the Company's
Common Stock, each unit consisting of (1,000) one thousand shares of Common
Stock at $1.00 per share (the fair value at the date of the subscription
agreement) and (1,000) one thousand common stock purchase warrants. The warrants
are exercisable at $1.00 per share and expire January 31, 2005. From February 1,
2000 through January 31, 2001, the Company received $214,803 and issued Quadrent
214,803 shares of Company's common stock. As of January 31, 2001 the agreement
expired and no further funds were received. The Company relied upon the
exemption contained in Rule 506 of Regulation D under the Securities Act in
issuing the foregoing securities to Quadrant in that there was only one
purchaser, which was an accredited investor.

<TABLE>
<CAPTION>
                           Title and                           Principal      Total Offering Price
        Date                Amount            Purchasers      Underwriter    /Underwriting Discounts
        ----                ------            ----------      -----------    -----------------------
<S>                     <C>                <C>                   <C>            <C>
   January, 2002        200,000 shares     Private Investor       NA            $.05 per share/NA
                        of common stock

   February, 2002      100,000 shares of   Private Investor       NA            $.05 per share/NA
                         common stock

    March, 2002         200,000 shares     Private Investor       NA            $.05 per share/NA
                        of common stock

    March, 2002        1,113,490 shares    Private Investor       NA            $.05 per share/NA
                        of common stock

    August, 2002        200,000 shares     Private Investor       NA            $.06 per share/NA
                        of common stock

    August, 2002       100,000 shares of   Private Investor       NA            $.06 per share/NA
                         common stock

   December, 2002      100,000 shares of   Private Investor       NA            $.10 per share/NA
                         common stock

    March, 2003        50,000 shares of    Private Investor       NA            $.05 per share/NA
                         common stock

    April, 2003        100,000 shares of   Private Investor       NA            $.05 per share/NA
                         common stock

     June, 2003        50,000 shares of    Private Investor       NA            $.05 per share/NA
                         common stock

     July, 2003        60,000 shares of    Private Investor       NA            $.05 per share/NA
                         common stock

     July, 2003        1,000,000 shares    Private Investor       NA            $.05 per share/NA
                        of common stock

     June, 2004        300,000 shares of   Private Investor       NA            $.05 per share/NA
                         common stock
</TABLE>



                                        7
<PAGE>

      Item 6. Management's Discussion and Analysis or Plan 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

Purchase Point Media Corp. (PPMC) has come to the conclusion that it would be
better off to sell its point of purchase (POP) advertising program. PPMC's
program consists of a patented advertisement display that is named, "the last
word(R)". The last word(R) is a powerful point of purchase (POP) advertising
tool for grocery cart advertising that will assist packaged foods companies in
selling more of their products, it is far superior to all other forms of POP
advertising. In addition to the patent, PPMC has developed a marketing and sales
material to implement a national roll out of the last word(R).

PPMC has identified a number of media companies that could complement their
media mix by having PPMC's POP advertising program along with several packaged
foods companies which have icon products which may have an interest in PPMC's
asset.

One media company recognizing the value of having a complete line of media for
their clients is News Corp. In 1997 News Corp. purchased Heritage Media Corp.
The primary asset of Heritage was Actmedia a POP media company that developed
grocery cart advertising. Actmedia is the primary competitor of PPMC.

The reason for certain media companies is that most do not have POP advertising
in their Media Mix to compete with News Corp. The reason for packaged foods
companies which have icon products is that they also have good relations with
grocery chains, which will allow them the ability to quickly contract with chain
stores. They also have their own products to fill the space in "the last
word(R)".

Should PPMC be successful in selling its POP advertising program and patents,
PPMC will look for other assets to acquire.

Quarterly and Annual Financial Statements:

The Note 1 of the Notes to Financial Statements accompanying this report state
that substantial doubt has been raised about our ability to continue as a going
concern. Our present business operations do not generate any revenue with which
to cover our expenses. We will have to raise capital through the placement of
our securities in order to remain viable. 8


                                        8
<PAGE>

We are continuing to incur management and administrative costs, professional
fees and other expenses. If we are unable to raise capital we will be unable to
fund our plan of operations. Because we will continue to incur net losses, we
may have to cease operations entirely. This factor, among others, raises
substantial doubt about our ability to continue as a going concern. Our ability
to continue as a going concern is dependent upon our ability to obtain funds to
meet our obligations on a timely basis, obtain additional financing or
refinancing as may be required, and ultimately to attain profitability. There
are no assurances that we will be able to obtain any additional financing or, if
we are able to obtain additional financing, that such financing will be on terms
favorable to us. The inability to obtain additional financing when needed would
have a material adverse effect on our operating results.

Results of Operations Years ended June 30, 2004, 2003 and 2002

The net loss increased from approximately $92,100 for the year ended June 30,
2003 to approximately $223,500 for the year ended June 30, 2004. The items of
significant increase (or decrease) in the year ended June 30, 2004 over the
comparable period of the prior year were an increase in general and
administrative expense from approximately $28,900 in 2003 to approximately
$161,800 for the year ended June 30, 2004 due primarily to an increase in
marketing expenses in 2004.

The net loss decreased from approximately $500,200 for the year ended June 30,
2002 to approximately $92,200 for the year ended June 30, 2003. The items of
significant increase (or decrease) in the year ended June 30, 2003 over the
comparable period of the prior year were a decrease in general and
administrative expenses from approximately $80,800 in 2003 to approximately
$28,900 in 2003 primarily due to a decrease in professional fees in 2003. During
2002, the Company incurred a bad debt expense of approximately $354,400 in
connection with the settlement with Starbright, which impacted the net loss.

Quarters Ended September 2001 through March 31, 2004

The net losses for the quarters ended September 30, 2001 through March 31, 2004
remained relatively constant. During the quarter ended March 31, 2002 and June
30, 2002 the Company incurred bad debt expenses of approximately $298,000 and
$56,500, respectively, in connection with the settlement with Starbright.
General and administrative expenses during the quarters ended during the 2003
fiscal year decreased due to a lack of activity in the Company's operations and
its failure to file timely reports with the Securities and Exchange Commission
which reduced the Company's professional fees. General and administrative
expenses increased during the quarterly periods of the Company's 2004 fiscal
year due primarily to increases in marketing expenses as promotional activities
commenced within the organization.

      Other Matters

      The Form 10-KSB, other than the historical financial information, may
consist of forward-looking statements that involve risks and uncertainties,
including, but not limited to, statements contained in "Business" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations". Such statements are based on many assumptions and are subject to
risks and


                                        9
<PAGE>

uncertainties. Actual results could differ materially from the results discussed
in the forward-looking statements due to a number of factors, including, but not
limited to, those identified in the preceding paragraphs.

LIQUIDITY

We have no current operations that have generated any revenue. We must rely
entirely on private placements of Company stock to pay operating expenses. At
June 30, 2004 we had a working capital deficit of $1,250,000 as compared with a
working capital deficit of $1,126,000 at June 30, 2003. The increase in our
working capital deficit is a result of the net loss incurred during the year
ended June 30, 2004. Since we have no source of revenue, our working capital
deficit will continue to increase as we incur additional operating expenses.
Presently, we have no external sources of cash and we are dependent upon private
placements of our stock for funding.

CRITICAL ACCOUNTING ISSUES

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.

OTHER MATTERS ACCOUNTING PRONOUNCEMENTS

In August 2001, the FASB issued SFAS No. 143 "Accounting for Asset Retirement
Obligations". SFAS No. 143 addresses financial accounting and reporting for
obligations and costs associated with the retirement of tangible long-lived
assets. The Company adopted SFAS 143 on January 1, 2003. The adoption of SFAS
No.143 did not have a material impact on the Company's results of operations or
financial position.

In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections".
This statement eliminates the automatic classification of gain or loss on
extinguishment of debt as an extraordinary item of income and requires that such
gain or loss be evaluated for extraordinary classification under the criteria of
Accounting Principles Board No. 30 "Reporting Results of Operations". This
statement also requires sales-leaseback accounting for certain lease
modifications that have economic effects that are similar to sales-leaseback
transactions, and makes various other technical corrections to existing
pronouncements. This statement will be effective for the Company for the year
ending March 31, 2004. Management believes that adopting this statement will not
have a material effect on the Company's results of operations or financial
position.


                                       10
<PAGE>

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." This Statement requires recording costs
associated with exit or disposal activities at their fair values when a
liability has been incurred. Under previous guidance, certain exit costs were
accrued upon management's commitment to an exit plan. The Company adopted SFAS
No. 146 on January 1, 2003. The adoption of SFAS No. 146 did not have a material
impact on the Company's result of operations or financial position.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure, an amendment of FASB Statement No. 123".
SFAS No. 148 provides alternative methods of transition for a voluntary change
to the fair value based method of accounting for stock-based employee
compensation. It also requires disclosure in both annual and interim financial
statements about the method of accounting for stock-based employee compensation
and the effect of the method used on reported results. SFAS No. 148 is effective
for annual and interim periods beginning after December 15, 2002. The Company
will continue to account for stock-based employee compensation under the
recognition and measurement principle of APB Opinion No. 25 and related
interpretations. The Company complied with the additional annual and interim
disclosure requirements effective December 31, 2002 and March 31, 2004.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement No. 133 on
Derivative Instruments and Hedging Activities." This statement amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under FASB Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This Statement is effective for contracts
entered into or modified after June 30, 2002, and for hedging relationships
designated after June 30, 2003. Management believes that adopting this statement
will not have a material effect on the Company's results of operations or
financial position.

In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45),
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others, and interpretation of FASB
Statements No. 5, 57,and 107 and Rescission of FASB Interpretation No. 34. FIN
45 clarifies the requirements of FASB Statement No. 5, Accounting for
Contingencies, relating to the guarantor's accounting for, and disclosure of,
the issuance of certain types of guarantees. This interpretation clarifies that
a guarantor is required to recognize, at the inception of certain types of
guarantees, a liability for the fair value of the obligation undertaken in
issuing the guarantee. The initial recognition and initial measurement
provisions of this Interpretation are applicable on a prospective basis to
guarantees issued or modified after December 31, 2002, irrespective of the
guarantor's fiscal year-end. The disclosure requirements in this interpretation
are effective for financial statements of interim or annual periods ending after
December 15, 2002. The Company adopted FIN 45 on January 1, 2003. The adoption
of FIN 45 did not have a material impact on the Company's results of operations
or financial position.

In January 2003, the Financial Accounting Standards Board issued Interpretation
No. 46, "Consolidation of Variable Interest Entities," which addresses
consolidation by business enterprises of variable interest entities. In general,
a variable interest entity is a corporation, partnership, trust, or any other
legal structure used for business purposes that either (a) does not have equity
investors with voting rights or (b) has equity investors that do not provide
sufficient financial resources for the entity to support its activities. A
variable interest entity often holds financial assets, including loans or
receivables, real estate or other property. A variable interest entity may be
essentially passive or it


                                       11
<PAGE>

may engage in research and development or other activities on behalf of another
company. The objective of Interpretation No. 46 is not to restrict the use of
variable interest entities but to improve financial reporting by companies
involved with variable interest entities. Until now, a company generally has
included another entity in its consolidated financial statements only if it
controlled the entity through voting interests. Interpretation No. 46 changes
that by requiring a variable interest entity to be consolidated by a company if
that company is subject to a majority of the risk of loss from the variable
interest entity's activities or entitled to receive a majority of the entity's
residual returns or both. The consolidation requirements of Interpretation No.
46 apply immediately to variable interest entities created after January 31,
2003. The consolidation requirements apply to older entities in the first fiscal
year or interim period beginning after June 15, 2003. Certain of the disclosure
requirements apply in all financial statements issued after January 31, 2003,
regardless of when the variable interest entity was established. The Company
does not have any variable interest entities, and, accordingly, adoption is not
expected to have a material effect on the Company's results or operations or
financial position.

In May 2003, the FASB issued SFAS No. 150 "Accounting for Financial Instruments
with the Characteristics of Both Liabilities and Equities". SFAS No. 150
establishes standards regarding the manner in which an issuer classifies and
measures certain types of financial instruments having characteristics of both
liabilities and equity. Pursuant to SFAS No. 150, such freestanding financial
instruments (i.e. those entered into separately from an entity's other financial
instruments or equity transactions or that are legally detachable and separately
exercisable) must be classified as liabilities or, in some cases, assets. In
addition, SFAS No. 150 requires that financial instruments containing
obligations to repurchase the issuing entity's equity shares and, under certain
circumstances, obligations that are settled by delivery of the issuer's shares
be classified as liabilities. The Statement is effective for financial
instruments entered into or modified after May 31, 2003 and for other
instruments at the beginning of the first interim period after June 15, 2003.
Management believes adopting this statement will not have a material effect on
the statement of operations or financial position.


                                       12
<PAGE>

Item 7.  Financial Statements                                          Page
                                                                       ----
1. Financial Documents:

    Independent Auditors' Report                                        F-1

    Balance Sheets, June 30, 2004                                       F-2

    Statements of Operations, Years Ended June 30, 2004 and 2003
     and the Period June 28, 1996 (Date of Formation) Through June
     30, 2004                                                           F-3

    Statements of Stockholders' Equity (Deficiency) for the Period
     June 28, 1996 (Date of Formation) through June 30, 2004         F-4 - F-5

    Statements of Cash Flows, Years Ended June 30, 2004 and 2003
     and the Period June 28, 1996 (Date of Formation) through June
     30, 2004                                                           F-6

    Notes to Financial Statements                                    F-7 - F-12

    Independent Auditors' Report                                        F-13

    Balance Sheets, June 30, 2003                                       F-14

    Statements of Operations, Years Ended June 30, 2003 and 2002
     and the Period June 28, 1996 (Date of Formation) Through June
     30, 2003                                                           F-15

    Statements of Stockholders' Equity (Deficiency) for the Period
     June 28, 1996 (Date of Formation) through June 30, 2003         F-16 - F-17

    Statements of Cash Flows, Years Ended June 30, 2003 and 2002
     and the Period June 28, 1996 (Date of Formation) through June
     30, 2003                                                           F-18

    Notes to Financial Statements                                    F-19 - F-22

    Independent Auditors' Report                                        F-23

    Balance Sheets, June 30, 2002                                       F-24

    Statements of Operations, Years Ended June 30, 2002 and 2001
     and the Period June 28, 1996 (Date of Formation) Through June
     30, 2002                                                           F-25

    Statements of Stockholders' Equity (Deficiency) for the Period
     June 28, 1996 (Date of Formation) through June 30, 2002            F-26

    Statements of Cash Flows, Years Ended June 30, 2002 and 2001
     and the Period June 28, 1996 (Date of Formation) through June
     30, 2002                                                           F-27

    Notes to Financial Statements                                    F-28 - F-31


                                       13
<PAGE>


MADSEN & ASSOCIATES, CPA'S INC.
-------------------------------                        684 East Vine St, Suite 3
CERTIFIED PUBLIC ACCOUNTANTS AND BUSINESS CONSULTANTS         Murray, Utah 84107
                                                          Telephone 801 268-2632
                                                                Fax 801-262-3978



Board of Directors
Purchase Point Media Corporation
West Vancouver B.C. Canada

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We  have  audited  the  accompanying  balance  sheet  of  Purchase  Point  Media
Corporation  (development  stage  company)  at June  30,  2004  and the  related
statement  of  operations,  stockholders'  equity,  and cash flows for the years
ended June 30, 2004 and 2003 and the period June 28, 1996 (date of inception) to
June  30,  2004.  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.  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 overall
balance  sheet  presentation.  We believe  that our audit  provides a reasonable
basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material   respects,   the  financial  position  of  Purchase  Point  Media
Corporation at June 30, 2004 and the results of  operations,  and cash flows for
the years  ended June 30, 2004 and 2003 and the period June 28, 1996 to June 30,
2004, 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.

                                             /s/ Madsen & Associates, CPA's Inc.
Salt Lake City, Utah,
September 24, 2004


                                      F-1
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                  JUNE 30, 2004

================================================================================

ASSETS
CURRENT ASSETS
   Cash                                                             $    26,859
                                                                    -----------
       Total Current Assets                                              26,859
                                                                    -----------

PROPERTY AND EQUIPMENT - net of depreciation                              1,623
                                                                    -----------

OTHER ASSETS
   Patents - net of amortization                                         17,158
   Other assets                                                             600
                                                                    -----------
                                                                         17,758
                                                                    $    46,240
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
    Notes payable - related parties                                     815,708
    Accrued interest payable - related parties                          261,932
    Accounts payable - related party                                     72,000
    Accounts payable                                                    126,985
                                                                    -----------
        Total Current Liabilities                                     1,276,625
                                                                    -----------

STOCKHOLDERS' DEFICIENCY
     Preferred Stock
       50,000,000 shares authorized at no par value;
       2,000 shares issued and outstanding at redemption value              170
     Common stock
       100,000,000 shares authorized at no par value;
       19,678,940 shares issued and outstanding                       1,262,983
     Additional paid in capital                                         128,128
       Deficit accumulated during the development stage              (2,621,666)
                                                                    -----------
       Total  Stockholders' Deficiency                               (1,230,385)
                                                                    -----------
                                                                    $    46,240
                                                                    ===========


   The accompanying notes are an integral part of these financial statements.


                                      F-2
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF OPERATIONS
               FOR THE YEARS ENDED JUNE 30, 2004 AND 2003 AND THE
            PERIOD JUNE 28, 1996 (DATE OF INCEPTION) TO JUNE 30, 2004

================================================================================

<TABLE>
<CAPTION>
                                                    JUN 30,        JUN 30,     JUN 28, 1996
                                                     2004           2003      TO JUN 30, 2004
                                                 -----------    -----------    -----------

<S>                                              <C>            <C>            <C>
REVENUES                                         $        --    $        --    $        --

EXPENSES
   Administrative                                    161,758         28,912      1,747,103
   Depreciation and amortization                       3,084          4,130         25,554

NET LOSS - before other expenses                    (164,842)       (33,042)    (1,772,657)

OTHER  EXPENSES

   Loss from theft - net                                  --             --       (354,477)
   Interest                                          (58,675)       (59,116)      (494,532)
                                                 -----------    -----------    -----------

NET LOSS                                         $  (223,517)   $   (92,158)   $(2,621,666)
                                                 ===========    ===========    ===========

NET LOSS  PER COMMON SHARE

   Basic and diluted                             $      (.01)   $      (.01)
                                                 -----------    -----------

AVERAGE OUTSTANDING SHARES (stated in 1,000's)

   Basic                                              17,826         17,372
                                                 -----------    -----------
   Diluted                                            18,326         17,872
                                                 -----------    -----------
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                      F-3
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
            PERIOD JUNE 28, 1996 (DATE OF INCEPTION) TO JUNE 30, 2004

================================================================================

<TABLE>
<CAPTION>
                                                                                         Capital in
                                          Preferred Stock           Common Stock         Excess of    Accumulated
                                        Shares      Amount      Shares        Amount     Par Value      Deficit
                                       --------   --------   -----------   -----------   ----------   -----------
<S>                                       <C>     <C>          <C>         <C>           <C>          <C>
Balance June, 28, 1996                       --   $     --            --   $        --   $       --   $        --
Issuance of common stock for
  cash at $.009                              --         --     1,175,000        10,000           --            --
Common stock split                           --         --     3,525,000            --           --            --
Issuance of preferred stock for
  services at $.09                        2,000        170            --            --           --            --
Net loss for the period
  ended June 30, 1996                        --         --            --            --           --      (338,760)
Recapitalization from reverse merger         --         --     6,675,000         8,500           --            --
Net loss for the year ended
  June 30, 1997                              --         --            --            --           --       (99,350)
Net loss for the year ended
  June 30, 1998                              --         --            --            --           --      (142,719)
Issuance of common stock for
  cash at $7.00                              --         --        34,571       241,997           --            --
Issuance of warrants for financing
  at $.67 per share                          --         --            --            --       23,104            --
Net loss for the year ended
  June 30, 1999                              --         --            --            --           --      (458,843)
Issuance of warrants for financing
  at $.08 per share                          --         --            --            --       83,738            --
Issuance of common stock for
  cash at $1.00                              --         --       117,665       117,665           --            --
Issuance of common stock for
  cash at $.50                               --         --       336,076       168,038           --            --
Net loss for the year ended
  June 30, 2000                              --         --            --            --           --      (483,493)
Issuance of warrants for financing
  at $.08 per share                          --         --            --            --       21,286            --
Issuance of common stock for
  cash at $1.00 - net of costs               --         --        97,138        97,138           --            --
Net loss for the year ended
  June 30, 2001                              --         --            --            --           --      (282,592)
Issuance of common stock for
  cash at $.05                               --         --     1,613,490        80,673           --            --
Issuance of common stock for debt            --         --     3,500,000       402,022           --            --
Net loss for the year ended
  June 30, 2002                              --         --            --            --           --      (500,234)
                                       --------   --------   -----------   -----------   ----------   -----------
Balance June 30, 2002                     2,000   $    170    17,073,940   $ 1,126,033   $  128,128   $(2,305,991)
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       F-4
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
      STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) - continued
            PERIOD JUNE 28, 1996 (DATE OF INCEPTION) TO JUNE 30, 2004

================================================================================

<TABLE>
<CAPTION>
                                                                                         Capital in
                                          Preferred Stock           Common Stock         Excess of    Accumulated
                                        Shares      Amount      Shares        Amount     Par Value      Deficit
                                       --------   --------   -----------   -----------   ----------   -----------
<S>                                       <C>     <C>          <C>         <C>           <C>          <C>
Issuance of common stock for
  cash at $.10                               --         --       650,000        39,000           --            --
Net loss for the year ended
  June 30, 2003                              --         --            --            --           --       (92,158)
                                       --------   --------   -----------   -----------   ----------   -----------
Balance June 30, 2003                     2,000        170    17,723,940     1,165,033      128,128    (2,398,149)

Issuance of common stock for
  cash at $.05                               --         --     1,360,000        68,000           --            --
Issuance of common stock for
  services at $.05 to $.10                   --         --       595,000        29,950           --            --
Net loss for the year ended
  June 30, 2004                              --         --            --            --           --      (223,517)
                                       --------   --------   -----------   -----------   ----------   -----------
Balance June 30, 2004                     2,000   $    170    19,678,940   $ 1,262,983   $  128,128   $(2,621,666)
                                       ========   ========   ===========   ===========   ==========   ===========
</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                       F-5
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
               FOR THE YEARS ENDED JUNE 30, 2004 AND 2003 AND THE
            PERIOD JUNE 28, 1996 (DATE OF INCEPTION) TO JUNE 30, 2004

================================================================================

<TABLE>
<CAPTION>
                                                                 JUN 30,        JUN 30,    JUN 28, 1996 TO
                                                                  2004           2003       JUN 30, 2004
                                                              -----------    -----------    -----------
<S>                                                           <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                                   $  (223,517)   $   (92,158)   $(2,621,666)

   Adjustments to reconcile net loss to
       net cash provided by operating
       activities

          Depreciation and amortization                             3,085          4,130         25,554
          Changes in accounts payable                              82,585         60,764        862,939
          Issuance common & preferred stock for expenses           29,950             --         38,620
          Issuance of warrants for financing                           --             --        128,128

            Net Change in Cash From Operations                   (107,897)       (27,264)    (1,566,425)
                                                              -----------    -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
      Security deposit                                                 --             --           (600)
      Acquisition  of patents                                          --             --        (31,542)
      Purchase of equipment                                        (1,480)            --        (12,793)
                                                              -----------    -----------    -----------
                                                                   (1,480)            --        (44,935)
                                                              -----------    -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
         Net proceeds from notes  payable - related parties        56,500             --        815,708
         Proceeds from issuance of common stock                    68,000         39,000        822,511
                                                              -----------    -----------    -----------
                                                                  124,500         39,000      1,638,219
                                                              -----------    -----------    -----------
   Net Increase in Cash                                            15,123         11,736         26,859
   Cash at Beginning of Period                                     11,736             --             --
                                                              -----------    -----------    -----------
   Cash at End of Period                                      $    26,859    $    11,736    $    26,859
                                                              ===========    ===========    ===========
NON CASH FLOWS FROM OPERATING ACTIVITIES

    Issuance of 2,000 preferred shares for services - 1996                                    $     170
                                                                                              ---------
    Issuance of 595,000 common shares for services - 2004                                        29,950
                                                                                              ---------
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                      F-6
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                          ( DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENT
                                  JUNE 30, 2004

================================================================================

1. ORGANIZATION

The Company was  incorporated  under the laws of the state of  Minnesota on June
28,  1996  with  the  name  "Leghorn  Inc."  with  authorized  common  stock  of
100,000,000 shares with no par value and 50,000,000 preferred shares with no par
value.  The terms of the preferred  stock  included  rights to convert to common
stock  which has  expired.  No new terms have been  established  by the board of
directors.  During July 1997 the Company  changed  its name to  "Purchase  Point
Media Corporation" as part of a reverse merger.

The Company is in the business of the  development  and marketing of advertising
space to national  advertisers on a patented grocery cart display devise. On the
report date  operations  had not started and the Company is  considered to be in
the development stage.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The  Company  recognizes  income and  expenses  based on the  accrual  method of
accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes

The Company utilizes the liability method of accounting for income taxes.  Under
the liability method deferred tax assets and liabilities are determined based on
the differences  between financial reporting and the tax bases of the assets and
liabilities  and are measured  using the enacted tax rates and laws that will be
in effect,  when the differences are expected to reverse.  An allowance  against
deferred tax assets is  recognized,  when it is more likely than not,  that such
tax benefits will not be realized.

On June 30,  2004,  the  Company  had a net  operating  loss  carry  forward  of
$2,621,666,   however,   any  tax  benefit  from  the   carryforward   would  be
substantially  limited  because of major  ownership  changes in the  outstanding
common of the Company  and  therefore  any  benefit  has been fully  offset by a
valuation  reserve.  The net operating loss will expire starting in 2012 through
2024.

Basic and Diluted Net Income (Loss) Per Share

Basic net income  (loss) per share  amounts are  computed  based on the weighted
average  number of shares  actually  outstanding.  Diluted net income (loss) per
share amounts are computed  using the weighted  average  number of common shares
and common  equivalent  shares  outstanding  as if shares had been issued on the
exercise of any common or  preferred  share rights  unless the exercise  becomes
antidilutive and then only the basic per share amounts are shown in the report.


                                      F-7
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 2004

================================================================================

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Financial and Concentrations Risk

The Company has no financial instruments that potentially subject the Company to
significant concentration of credit risk.

Property and equipment

The Company's property and equipment consists of the following:

           Office and other equipment at cost                     $12,793
           Less  accumulated depreciation                          11,170
                                                                  -------
                                                                  $ 1,623

Office  equipment is depreciated on the straight line method over five and seven
years.

Patents

Patents  have been  recorded at cost and are being  amortized  over their useful
lives of 17 years as follows.

           Patents at cost                                        $31,543
           Less accumulated amortization                           14,385
                                                                  -------
                                                                  $17,158
                                                                  -------

Patents are being amortized at the rate of $1,820 each year.

Research and Development Costs

Research and development costs,  including wages,  supplies, and depreciation on
equipment used in the research activity, are being expensed as incurred.

Revenue Recognition

Revenue  will be  recognized  on the  sale  and  delivery  of a  product  or the
completion of a service provided.

Advertising and Market Development

The company will expense advertising and market development costs as incurred.

Evaluation of Long-Lived Assets

The Company periodically reviews its long lived assets,  including equipment and
patents, and makes adjustments, if the carrying value exceeds the fair value.


                                      F-8
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 2004

================================================================================

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Estimates and Assumptions

Management uses estimates and assumptions in preparing  financial  statements in
accordance with accounting principles generally accepted in the United States of
America.  Those  estimates and  assumptions  affect the reported  amounts of the
assets and liabilities, the disclosure of contingent assets and liabilities, and
the reported revenues and expenses. Actual results could vary from the estimates
that were assumed in preparing these financial statements.

Financial Instruments

The  carrying  amounts of  financial  instruments,  including  cash and accounts
payable, are considered by management to be their fair values due to their short
term maturities.

Recent Accounting Pronouncements

The  Company  does not  expect  that the  adoption  of other  recent  accounting
pronouncements will have a material impact on its financial statements.

3.  ACQUISITION OF PURCHASE POINT MEDIA CORPORATION

During  July 1997 the  Company  acquired  all the  outstanding  common  stock of
Purchase Point Media Corporation by issuing 6,675,000 of its common shares,  and
as  part  of  the  acquisition,   changed  its  name  to  Purchase  Point  Media
Corporation.   For  reporting  purposes,   the  acquisition  was  treated  as  a
recapitalization  of the Company with Purchase  Point Media  Corporation  as the
acquirer (reverse acquisition).  The acquisition was recorded as a purchase with
no good will recognized.  The historical financial statements prior to July 1997
are those of Purchase Point Media Corporation.

4.  CAPITAL STOCK

During this fiscal year the Company issued  1,360,000  common shares for cash of
$68,000 and 595,000 common shares for services of $29,950.

On August 12, 1998,  the Company  entered  into a  subscription  agreement  with
Dorian  Capital  Corp.  ("Dorian").  Dorian  subscribed  for  500  units  of the
Company's  common stock,  each unit  consisting of one thousand shares of common
stock at $7.00 per share (the fair market value at the date of the  subscription
agreements) and one thousand common stock warrants. The warrants are exercisable
at any time at $7.00 per share with an expiration date of July 12, 2003.


                                      F-9
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 2004

================================================================================

4. CAPITAL STOCK -continued

On September 1, 1999,  the Company  entered into a  subscription  agreement with
Vintage International Corp. ("Vintage"). Vintage subscribed for 500 units of the
Company's  common stock,  each unit  consisting of one thousand shares of common
stock  at $.50  per  share  (the  fair  value  at the  date of the  subscription
agreement)  and one thousand  common stock purchase  warrants.  The warrants are
exercisable at any time at $.50 per share with an expiration  date of August 31,
2004.

On February 1, 2000,  the Company  entered into a  subscription  agreement  with
Quadrant Financial Inc.  ("Quadrant").  Quadrant subscribed for 500 units of the
Company's  common stock,  each unit  consisting of one thousand shares of common
stock  at $1.00  per  share  (the  fair  value  at the date of the  subscription
agreement)  and one thousand  common stock purchase  warrants.  The warrants are
exercisable at any time at $1.00 per share with a expiration date of January 31,
2005.

6.  SIGNIFICANT  TRANSACTIONS WITH RELATED PARTIES

An  officer-director  and his  controlled  company  owns 34% of the  outstanding
common  shares of the  Company  and have  demand,  6% notes  payable due them of
$815,708  plus  accrued  interst  payable  of  $261,932  on June  30,  2004.  An
officer-director also has accrued consutltant fees due him of $72,000.

7.  GOING CONCERN

The company will need additional working capital for its future planned activity
and to service its debt,  which  raises  substantial  doubt about its ability to
continue as a going concern.  Continuation  of the Company as a going concern is
dependent upon  obtaining  sufficient  working  capital to be successful in that
effort.  The  management  of the  Company has  developed  a  strategy,  which it
believes will accomplish this objective,  through  additional  short term loans,
and equity  funding,  which will  enable the  Company to operate  for the coming
year.


                                      F-10
<PAGE>

8.    UNAUDITED QUARTERLY RESULTS - FISCAL 2004, 2003 AND 2002

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

<TABLE>
<CAPTION>
                                                             Fiscal Year 2004

                                                               Quarter Ended
                                      -------------------------------------------------------------
                                      September 30,    December 31,      March 31,         June 30,
                                         2003             2003             2004              2004
                                      -----------      -----------      -----------      -----------
<S>                                   <C>              <C>              <C>              <C>
Costs and Expenses:
  General and administrative
   expenses                           $     9,198      $    55,514      $    28,908      $    68,138
  Interest expense                         14,436           14,438           14,437           15,364
  Depreciation and amortization               734              734              734              882
                                      -----------      -----------      -----------      -----------

Net loss                              $    24,368      $    70,686      $    44,079      $    84,384
                                      ===========      ===========      ===========      ===========

Loss per common share - basic
 and diluted                          $        --      $        --      $        --      $        --
                                      ===========      ===========      ===========      ===========

Weighted average number of
 common shares and equivalents
 outstanding - basic and diluted       18,404,162       18,783,940       18,783,940       18,941,116
                                      ===========      ===========      ===========      ===========
</TABLE>


                                      F-11
<PAGE>

<TABLE>
<CAPTION>
                                                            Fiscal Year 2003

                                                              Quarter Ended
                                      ---------------------------------------------------------------
                                      September 30,     December 31,      March 31,         June 30,
                                          2002            2002              2003            2003
                                      -----------      -----------      -----------      -----------
<S>                                   <C>              <C>              <C>              <C>
Costs and Expenses:
  General and administrative
   expenses                           $     7,129      $     7,495      $     7,160      $     7,128
  Interest expense                         14,806           14,806           14,806           14,698
  Depreciation and amortization             1,033            1,032            1,032            1,033
                                      -----------      -----------      -----------      -----------

Net loss                              $    22,968      $    23,333      $    22,998      $    22,859
                                      ===========      ===========      ===========      ===========

Loss per common share - basic
 and diluted                          $        --      $        --      $        --      $        --
                                      ===========      ===========      ===========      ===========

Weighted average number of
 common shares and equivalents
 outstanding - basic and diluted       17,160,607       17,254,709       17,428,940       17,675,588
                                      ===========      ===========      ===========      ===========
</TABLE>

<TABLE>
<CAPTION>
                                                               Fiscal Year 2002

                                                                 Quarter Ended
                                      -------------------------------------------------------------------
                                       September 30,     December 31,        March 31,        June 30,
                                           2001             2001               2002             2002
                                      ------------       ------------      ------------      ------------
<S>                                   <C>                <C>               <C>               <C>
Costs and Expenses:
  General and administrative
   expenses                           $     (6,416)      $     28,392      $     28,547      $     30,265
  Bad debt expense                              --                 --           297,984            56,493
  Interest expense                          15,174             15,175            15,174            13,756
  Depreciation and amortization              1,423              1,422             1,422             1,423
                                      ------------       ------------      ------------      ------------

Net loss                              $     10,181       $     44,989      $    343,127      $    101,937
                                      ============       ============      ============      ============

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

Weighted average number of
 common shares and equivalents
 outstanding - basic and diluted        11,960,450         11,960,450        13,294,184        15,960,450
                                      ============       ============      ============      ============
</TABLE>


                                      F-12
<PAGE>

MADSEN & ASSOCIATES, CPA'S INC.
-------------------------------                        684 East Vine St, Suite 3
CERTIFIED PUBLIC ACCOUNTANTS AND BUSINESS CONSULTANTS         Murray, Utah 84107
                                                          Telephone 801 268-2632
                                                                Fax 801-262-3978


Board of Directors
Purchase Point Media Corporation
West Vancouver B.C. Canada

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We  have  audited  the  accompanying  balance  sheet  of  Purchase  Point  Media
Corporation  (development  stage  company)  at June  30,  2003  and the  related
statement  of  operations,  stockholders'  equity,  and cash flows for the years
ended June 30, 2003 and 2002 and the period June 28, 1996 (date of inception) to
June  30,  2003.  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.  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 overall
balance  sheet  presentation.  We believe  that our audit  provides a reasonable
basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material   respects,   the  financial  position  of  Purchase  Point  Media
Corporation at June 30, 2003 and the results of  operations,  and cash flows for
the years  ended June 30, 2003 and 2002 and the period June 28, 1996 to June 30,
2003, 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.

                                             /s/ Madsen & Associates, CPA's Inc.
Salt Lake City, Utah,
September 24 2004


                                      F-13
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                  JUNE 30, 2003

================================================================================

ASSETS
CURRENT ASSETS
   Cash                                                             $    11,736
                                                                    -----------
       Total Current Assets                                              11,736
                                                                    -----------

PROPERTY AND EQUIPMENT - net of depreciation                              1,347
                                                                    -----------
OTHER ASSETS
   Patents - net of amortization                                         19,039
   Other assets                                                             600
                                                                    -----------
                                                                         19,639
                                                                    $    32,722
                                                                    ===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
    Notes payable - related parties                                     765,643
    Accrued interest - related parties                                  203,256
    Accounts payable - related party                                     72,000
    Accounts payable                                                     96,641
                                                                    -----------
        Total Current Liabilities                                     1,137,540
                                                                    -----------
STOCKHOLDERS' DEFICIENCY
     Preferred Stock
       50,000,000 shares authorized at no par value;
       2,000 shares issued and outstanding at redemption value              170
     Common stock
       100,000,000 shares authorized at no par value;
       17,723,940 shares issued and outstanding                       1,165,033
     Additional paid in capital                                         128,128
       Deficit accumulated during the development stage              (2,398,149)
                                                                    -----------
       Total  Stockholders' Deficiency                               (1,104,818)
                                                                    -----------
                                                                    $    32,722
                                                                    ===========


   The accompanying notes are an integral part of these financial statements.


                                      F-14
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF OPERATIONS
               FOR THE YEARS ENDED JUNE 30, 2003 AND 2002 AND THE
            PERIOD JUNE 28, 1996(DATE OF INCEPTION) TO JUNE 30, 2003

================================================================================

<TABLE>
<CAPTION>
                                                    JUN 30,        JUN 30,     JUN 28, 1996
                                                     2003           2002      TO JUN 30, 2003
                                                 -----------    -----------    -----------

<S>                                              <C>            <C>            <C>
REVENUES                                         $        --    $        --    $        --

EXPENSES
   Administrative                                     28,912        435,265      1,585,345
   Depreciation and amortization                       4,130          5,690         22,470

NET LOSS - before other expenses                     (33,042)      (440,955)    (1,607,815)

OTHER  EXPENSES

   Losses from theft                                      --             --       (354,477)
   Interest                                          (59,116)       (59,279)      (435,857)
                                                 -----------    -----------    -----------

NET LOSS                                         $   (92,158)   $  (500,234)   $(2,398,149)
                                                 ===========    ===========    ===========

NET LOSS PER COMMON SHARE

   Basic and diluted                             $      (.01)   $      (.03)
                                                 -----------    -----------

AVERAGE OUTSTANDING SHARES (stated in 1,000's)

   Basic                                              17,373         13,228
                                                 -----------    -----------
   Diluted                                            17,873         13,728
                                                 -----------    -----------
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                      F-15
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
            PERIOD JUNE 28, 1996 (DATE OF INCEPTION) TO JUNE 30, 2003

================================================================================

<TABLE>
<CAPTION>
                                                                                         Capital in
                                          Preferred Stock           Common Stock         Excess of    Accumulated
                                        Shares      Amount      Shares        Amount     Par Value      Deficit
                                       --------   --------   -----------   -----------   ----------   -----------
<S>                                       <C>     <C>          <C>         <C>           <C>          <C>
Balance June, 28, 1996                       --   $     --            --   $        --   $       --   $        --
Issuance of common stock for
  cash at $.009                              --         --     1,175,000        10,000           --            --
Common stock split                           --         --     3,525,000            --           --            --
Issuance of preferred stock for
  services at $.09                        2,000        170            --            --           --            --
Net loss for the period
  ended June 30, 1996                        --         --            --            --           --      (338,760)
Recapitalization from reverse merger         --         --     6,675,000         8,500           --            --
Net loss for the year ended
  June 30, 1997                              --         --            --            --           --       (99,350)
Net loss for the year ended
  June 30, 1998                              --         --            --            --           --      (142,719)
Issuance of common stock for
  cash at $7.00                              --         --        34,571       241,997           --            --
Issuance of warrants for financing
  at $.67 per share                          --         --            --            --       23,104            --
Net loss for the year ended
  June 30, 1999                              --         --            --            --           --      (458,843)
Issuance of warrants for financing
  at $.08 per share                          --         --            --            --       83,738            --
Issuance of common stock for
  cash at $1.00                              --         --       117,665       117,665           --            --
Issuance of common stock for
  cash at $.50                               --         --       336,076       168,038           --            --
Net loss for the year ended
  June 30, 2000                              --         --            --            --           --      (483,493)
Issuance of warrants for financing
  at $.08 per share                          --         --            --            --       21,286            --
Issuance of common stock for
  cash at $1.00 - net of costs               --         --        97,138        97,138           --            --
Net loss for the year ended
  June 30, 2001                              --         --            --            --           --      (282,592)
Issuance of common stock for
  cash at $.05                               --         --     1,613,490        80,673           --            --
Issuance of common stock for debt            --         --     3,500,000       402,022           --            --
Net loss for the year ended
  June 30, 2002                              --         --            --            --           --      (500,234)
                                       --------   --------   -----------   -----------   ----------   -----------
Balance June 30, 2002                     2,000   $    170    17,073,940   $ 1,126,033   $  128,128   $(2,305,991)
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F-16

<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
      STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) - continued
            PERIOD JUNE 28, 1996 (DATE OF INCEPTION) TO JUNE 30, 2003

================================================================================

<TABLE>
<CAPTION>
                                                                                         Capital in
                                          Preferred Stock           Common Stock         Excess of    Accumulated
                                        Shares      Amount      Shares        Amount     Par Value      Deficit
                                       --------   --------   -----------   -----------   ----------   -----------
<S>                                       <C>     <C>          <C>         <C>           <C>          <C>
Issuance of common stock for
  cash at $.10                               --         --       650,000        39,000           --            --
Net loss for the year ended
  June 30, 2003                              --         --            --            --           --       (92,158)
                                       --------   --------   -----------   -----------   ----------   -----------
Balance June 30, 2003                     2,000   $    170    17,723,940   $ 1,165,033   $  128,128   $(2,398,149)
                                       ========   ========   ===========   ===========   ==========   ===========
</TABLE>





   The accompanying notes are an integral part of these financial statements.

                                      F-17
<PAGE>


                              INT MEDIA CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
               FOR THE YEARS ENDED JUNE 30, 2003 AND 2002 AND THE
            PERIOD JUNE 28, 1996 (DATE OF INCEPTION) TO JUNE 30, 2003

================================================================================

<TABLE>
<CAPTION>
                                                                JUN 30,        JUN 30,    JUN 30, 1996 TO
                                                                 2003           2002       JUN 30, 2003
                                                             -----------    -----------    -----------
<S>                                                          <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                                  $   (92,158)   $  (500,234)   $(2,398,149)

   Adjustments to reconcile net loss to
      net cash provided by operating
      activities

        Depreciation and amortization                              4,130          5,690         22,470
        Changes in accounts receivable                                --        330,974
        Changes in other assets                                       --             --
        Changes in accounts payable                               60,764         65,460        782,418
        Issuance of preferred stock for expenses                      --             --            170
        Issuance of warrants for financing                            --             --        128,128

          Net Change in Cash From Operations                     (27,264)       (98,110)    (1,464,963)
                                                             -----------    -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
        Security deposit                                              --             --           (600)
        Acquisition of patents                                        --             --        (31,542)
        Purchase of equipment                                         --             --        (11,313)
                                                             -----------    -----------    -----------
                                                                      --             --        (43,455)
                                                             -----------    -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
        Net proceeds from notes  payable - related parties            --         17,434        765,643
        Proceeds from issuance of common stock                    39,000         80,676        754,511
                                                             -----------    -----------    -----------
                                                                  39,000         98,110      1,520,154
                                                             -----------    -----------    -----------
   Net Increase in Cash                                           11,736             --         11,736
   Cash at Beginning of Period                                        --             --             --
                                                             -----------    -----------    -----------
   Cash at End of Period                                     $    11,736    $        --    $    11,736
                                                             ===========    ===========    ===========

NON CASH FLOWS FROM OPERATING ACTIVITIES

   Issuance of 2,000 preferred shares for expenses - 1996                                        $ 170
                                                                                                 -----
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                      F-18
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENT
                                  JUNE 30, 2003

================================================================================

1. ORGANIZATION

The Company was  incorporated  under the laws of the state of  Minnesota on June
28,  1996  with  the  name  "Leghorn  Inc."  with  authorized  common  stock  of
100,000,000 shares with no par value and 50,000,000 preferred shares with no par
value.  The terms of the preferred  stock  included  rights to convert to common
stock  which has  expired.  No new terms have been  established  by the board of
directors.  During July 1997 the Company  changed  its name to  "Purchase  Point
Media Corporation" as part of a reverse merger.

The Company is in the business of the  development  and marketing of advertising
space to national  advertisers on a patented grocery cart display devise. On the
report date  operations  had not started and the Company is  considered to be in
the development stage.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The  Company  recognizes  income and  expenses  based on the  accrual  method of
accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes

The Company utilizes the liability method of accounting for income taxes.  Under
the liability method deferred tax assets and liabilities are determined based on
the differences  between financial reporting and the tax bases of the assets and
liabilities  and are measured  using the enacted tax rates and laws that will be
in effect,  when the differences are expected to reverse.  An allowance  against
deferred tax assets is  recognized,  when it is more likely than not,  that such
tax benefits will not be realized.

On June 30,  2003,  the  Company  had a net  operating  loss  carry  forward  of
$2,398,149,   however,   any  tax  benefit  from  the   carryforward   would  be
substantially  limited  because of major  ownership  changes in the  outstanding
common of the Company  and  therefore  any  benefit  has been fully  offset by a
valuation  reserve.  The net operating loss will expire starting in 2012 through
2024.

Basic and Diluted Net Income (Loss) Per Share

Basic net income  (loss) per share  amounts are  computed  based on the weighted
average  number of shares  actually  outstanding.  Diluted net income (loss) per
share amounts are computed  using the weighted  average  number of common shares
and common  equivalent  shares  outstanding  as if shares had been issued on the
exercise of any common or  preferred  share rights  unless the exercise  becomes
antidilutive and then only the basic per share amounts are shown in the report.


                                      F-19
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 2003

================================================================================

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Financial and Concentrations Risk

The Company has no financial instruments that potentially subject the Company to
significant concentration of credit risk.

Property and equipment

The Company's property and equipment consists of the following:

           Office and other equipment at cost                $11,313
           Less  accumulated depreciation                      9,966
                                                             -------
                                                             $ 1,347

Office  equipment is depreciated on the straight line method over five and seven
years.

Patents

Patents  have been  recorded at cost and are being  amortized  over their useful
lives of 17 years as follows.

           Patents at cost                                   $31,543
           Less accumulated amortization                      12,504
                                                             -------
                                                             $19,039

Patents are being amortized at the rate of $1,880 each year.

Research  and  Development  Costs

Research and development costs,  including wages,  supplies, and depreciation on
equipment used in the research activity, are being expensed as incurred.

Revenue Recognition

Revenue  will be  recognized  on the  sale  and  delivery  of a  product  or the
completion of a service provided.

Advertising and Market Development

The company will expense advertising and market development costs as incurred.

Evaluation of Long-Lived Assets

The Company periodically reviews its long lived assets,  including equipment and
patents, and makes adjustments, if the carrying value exceeds the fair value.


                                      F-20
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 2003

================================================================================

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Estimates and Assumptions

Management uses estimates and assumptions in preparing  financial  statements in
accordance with accounting principles generally accepted in the United States of
America.  Those  estimates and  assumptions  affect the reported  amounts of the
assets and liabilities, the disclosure of contingent assets and liabilities, and
the reported revenues and expenses. Actual results could vary from the estimates
that were assumed in preparing these financial statements.

Financial Instruments

The  carrying  amounts of  financial  instruments,  including  cash and accounts
payable,  are  considered by management to be their fair values because of their
short maturities.

Recent Accounting Pronouncements

The  Company  does not  expect  that the  adoption  of other  recent  accounting
pronouncements will have a material impact on its financial statements.

3.  ACQUISITION OF PURCHASE POINT MEDIA CORPORATION

During  July 1997 the  Company  acquired  all the  outstanding  common  stock of
Purchase Point Media Corporation by issuing 6,675,000 of its common shares,  and
as  part  of  the  acquisition,   changed  its  name  to  Purchase  Point  Media
Corporation.   For  reporting  purposes,   the  acquisition  was  treated  as  a
recapitalization  of the Company with Purchase  Point Media  Corporation  as the
acquirer (reverse acquisition).  The acquisition was recorded as a purchase with
no good will recognized.  The historical financial statements prior to July 1997
are those of Purchase Point Media Corporation.

4.  CAPITAL STOCK

During this fiscal year the Company  issued  650,000  common  shares for cash of
$39,000.

On August 12, 1998,  the Company  entered  into a  subscription  agreement  with
Dorian  Capital  Corp.  ("Dorian").  Dorian  subscribed  for  500  units  of the
Company's  common stock,  each unit  consisting of one thousand shares of common
stock at $7.00 per share (the fair market value at the date of the  subscription
agreements) and one thousand common stock warrants. The warrants are exercisable
at any time at $7.00 per share with an expiration date of July 12, 2003.


                                      F-21
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 2003

================================================================================

4. CAPITAL STOCK - continued

On September 1, 1999,  the Company  entered into a  subscription  agreement with
Vintage International Corp. ("Vintage"). Vintage subscribed for 500 units of the
Company's  common stock,  each unit  consisting of one thousand shares of common
stock  at $.50  per  share  (the  fair  value  at the  date of the  subscription
agreement)  and one thousand  common stock purchase  warrants.  The warrants are
exercisable at any time at $.50 per share with an expiration  date of August 31,
2004.

On February 1, 2000,  the Company  entered into a  subscription  agreement  with
Quadrant Financial Inc.  ("Quadrant").  Quadrant subscribed for 500 units of the
Company's  common stock,  each unit  consisting of one thousand shares of common
stock  at $1.00  per  share  (the  fair  value  at the date of the  subscription
agreement)  and one thousand  common stock purchase  warrants.  The warrants are
exercisable at any time at $1.00 per share with a expiration date of January 31,
2005.

5.  SIGNIFICANT  TRANSACTIONS WITH RELATED PARTIES

An  officer-director  and his  controlled  company  owns 34% of the  outstanding
common  shares of the  Company  and have  demand,  6% notes  payable due them of
$765,643  plus  accrued  interst  payable  of  $203,256  on June  30,  2003.  An
officer-director also has accrued consutltant fees due him of $72,000.

6.  GOING CONCERN

The company will need additional working capital for its future planned activity
and to service its debt,  which  raises  substantial  doubt about its ability to
continue as a going concern.  Continuation  of the Company as a going concern is
dependent upon  obtaining  sufficient  working  capital to be successful in that
effort.  The  management  of the  Company has  developed  a  strategy,  which it
believes will accomplish this objective,  through  additional  short term loans,
and equity  funding,  which will  enable the  Company to operate  for the coming
year.


                                      F-22
<PAGE>

MADSEN & ASSOCIATES, CPA'S INC.
-------------------------------                        684 East Vine St, Suite 3
CERTIFIED PUBLIC ACCOUNTANTS AND BUSINESS CONSULTANTS         Murray, Utah 84107
                                                          Telephone 801 268-2632
                                                                Fax 801-262-3978


Board of Directors
Purchase Point Media Corporation
West Vancouver B.C. Canada

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We  have  audited  the  accompanying  balance  sheet  of  Purchase  Point  Media
Corporation  (development  stage  company)  at June  30,  2002  and the  related
statement  of  operations,  stockholders'  equity,  and cash flows for the years
ended June 30, 2002 and 2001 and the period June 28, 1996 (date of inception) to
June  30,  2002.  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.  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 overall
balance  sheet  presentation.  We believe  that our audit  provides a reasonable
basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material   respects,   the  financial  position  of  Purchase  Point  Media
Corporation at June 30, 2002 and the results of  operations,  and cash flows for
the years  ended June 30, 2002 and 2001 and the period June 28, 1996 to June 30,
2002, 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.

                                             /s/ Madsen & Associates, CPA's Inc.
Salt Lake City, Utah,
September 24, 2004


                                      F-23
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                  JUNE 30, 2002

================================================================================

ASSETS
CURRENT ASSETS
   Cash                                                             $        --
    Prepaid expenses                                                      4,617
                                                                    -----------
       Total Current Assets                                               4,617
                                                                    -----------

PROPERTY AND EQUIPMENT - net of depreciation                              3,597
                                                                    -----------
OTHER ASSETS
   Patents - net of amortization                                         20,919
   Other assets                                                             617
                                                                    -----------
                                                                         21,536
                                                                    $    29,750
                                                                    ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
     Notes payable  - related parties                                   759,208
     Accrued interest payable - reladed parties                         148,775
     Accounts payable - related party                                    72,000
     Accounts payable                                                   101,427
                                                                    -----------
        Total Current Liabilities                                     1,081,410
                                                                    -----------
STOCKHOLDERS' DEFICIENCY
     Preferred Stock
       50,000,000 shares authorized at no par value;
        2,000 shares issued and outstanding at redemption value             170
     Common stock
        100,000,000 shares authorized at no par value;
        17,073,940 shares issued and outstanding                      1,126,033
     Additional paid in capital                                         128,128
     Deficit accumulated during the development stage                (2,305,991)
                                                                    -----------
        Total  Stockholders' Deficiency                              (1,051,660)
                                                                    -----------
                                                                    $    29,750
                                                                    ============



   The accompanying notes are an integral part of these financial statements.


                                      F-24
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF OPERATIONS
               FOR THE YEARS ENDED JUNE 30, 2002 AND 2001 AND THE
            PERIOD JUNE 28, 1996 (DATE OF INCEPTION) TO JUNE 30, 2002

================================================================================

<TABLE>
<CAPTION>
                                                    JUN 30,        JUN 30,      JUN 28, 1996
                                                     2002           2001      TO JUN 30, 2002
                                                 -----------    -----------    -----------

<S>                                              <C>            <C>            <C>
REVENUES                                         $        --    $        --    $        --

EXPENSES
    Administrative                                    80,788        194,626      1,556,433
    Depreciation and amortization                      5,690          4,236         18,340
                                                 -----------    -----------    -----------

NET LOSS  - before other expenses                    (86,478)      (198,862)    (1,574,773)

OTHER EXPENSES

    Losses from theft - net                         (354,477)            --       (354,477)
    Interest                                         (59,279)       (83,730)      (376,741)
                                                 -----------    -----------    -----------

NET LOSS                                         $  (500,234)   $  (282,592)   $(2,305,991)
                                                 ===========    ===========    ===========

NET LOSS PER COMMON SHARE

    Basic and diluted                            $      (.04)   $      (.02)
                                                 -----------    -----------

AVERAGE OUTSTANDING SHARES (stated in 1,000's)

    Basic                                             13,247         11,668
                                                 -----------    -----------
    Diluted                                           13,747         12,168
                                                 -----------    -----------
</TABLE>



   The accompanying notes are an integral part of these financial statements.


                                      F-25
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
            PERIOD JUNE 28, 1996 (DATE OF INCEPTION) TO JUNE 30, 2002

================================================================================

<TABLE>
<CAPTION>
                                                                                         Capital in
                                          Preferred Stock           Common Stock         Excess of    Accumulated
                                        Shares      Amount      Shares        Amount     Par Value      Deficit
                                       --------   --------   -----------   -----------   ----------   -----------
<S>                                       <C>     <C>          <C>         <C>           <C>          <C>
Balance June, 28, 1996                       --   $     --            --   $        --   $       --   $        --
Issuance of common stock for
  cash at $.009                              --         --     1,175,000        10,000           --            --
Common stock split                           --         --     3,525,000            --           --            --
Issuance of preferred stock for
  services at $.09                        2,000        170            --            --           --            --
Net loss for the period
  ended June 30, 1996                        --         --            --            --           --      (338,760)
Recapitalization from reverse merger         --         --     6,675,000         8,500           --            --
Net loss for the year ended
  June 30, 1997                              --         --            --            --           --       (99,350)
Net loss for the year ended
  June 30, 1998                              --         --            --            --           --      (142,719)
Issuance of common stock for
  cash at $7.00                              --         --        34,571       241,997           --            --
Issuance of warrants for financing
  at $.67 per share                          --         --            --            --       23,104            --
Net loss for the year ended
  June 30, 1999                              --         --            --            --           --      (458,843)
Issuance of warrants for financing
  at $.08 per share                          --         --            --            --       83,738            --
Issuance of common stock for
  cash at $1.00                              --         --       117,665       117,665           --            --
Issuance of common stock for
  cash at $.50                               --         --       336,076       168,038           --            --
Net loss for the year ended
  June 30, 2000                              --         --            --            --           --      (483,493)
Issuance of warrants for financing
  at $.08 per share                          --         --            --            --       21,286            --
Issuance of common stock for
  cash at $1.00 - net of costs               --         --        97,138        97,138           --            --
Net loss for the year ended
  June 30, 2001                              --         --            --            --           --      (282,592)
Issuance of common stock for
  cash at $.05                               --         --     1,613,490        80,673           --            --
Issuance of common stock for debt            --         --     3,500,000       402,022           --            --
Net loss for the year ended
  June 30, 2002                              --         --            --            --           --      (500,234)
                                       --------   --------   -----------   -----------   ----------   -----------
Balance June 30, 2002                     2,000   $    170    17,073,940   $ 1,126,033   $  128,128   $(2,305,991)
                                       ========   ========   ===========   ===========   ==========   ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F-26
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
               FOR THE YEARS ENDED JUNE 30, 2002 AND 2001 AND THE
            PERIOD JUNE 28, 1996 (DATE OF INCEPTION) TO JUNE 30, 2002

================================================================================

<TABLE>
<CAPTION>
                                                             JUN 30,        JUN 30,    JUN 30, 1996 TO
                                                              2002           2001       JUN 30, 2002
                                                          -----------    -----------    -----------
<S>                                                       <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                               $  (500,234)   $  (282,592)   $(2,305,991)

   Adjustments to reconcile net loss to
      net cash provided by operating
      activities

         Depreciation and amortization                          5,690          4,236         18,340
         Change in prepaid expense                                 --             --         (4,617)
         Changes in accounts receivables                      330,974
         Changes in accounts payable                           65,460         60,812        732,723
         Issuance of preferred stock for services                  --             --            170
         Issuance of warrants for financing                        --             --        128,128

         Net Change in Cash From Operations                   (98,110)      (217,544)    (1,431,247)
                                                          -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
         Security deposits                                         --             --           (617)
         Acquisition of patents                                    --             --        (31,542)
         Purchase of equipment                                     --         (2,069)       (11,313)
                                                          -----------    -----------    -----------
                                                                   --         (2,069)       (43,472)
                                                          -----------    -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES

         Net proceeds from notes and accounts payable -
           related parties                                     17,434        122,039        759,208
         Proceeds from issuance of common stock                80,676         97,138        715,511
                                                          -----------    -----------    -----------
                                                               98,110        219,177      1,474,719
                                                          -----------    -----------    -----------
   Net Increase in Cash                                            --           (436)            --
   Cash at Beginning of Period                                     --            436             --
                                                          -----------    -----------    -----------
   Cash at End of Period                                  $        --    $   (32,992)   $        --
                                                          ===========    ===========    ===========

NON CASH FLOWS FROM OPERATING AND INVESTING ACTIVITIES

   Issuance of 2,000 preferred shares for expenses - 1996                                     $ 170
                                                                                              -----
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                      F-27
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENT
                                  JUNE 30, 2002

================================================================================

1. ORGANIZATION

The Company was  incorporated  under the laws of the state of  Minnesota on June
28,  1996  with  the  name  "Leghorn  Inc."  with  authorized  common  stock  of
100,000,000 shares with no par value and 50,000,000 preferred shares with no par
value.  The terms of the preferred  stock  included  rights to convert to common
stock  which has  expired.  No new terms have been  established  by the board of
directors.  During July 1997 the Company  changed  its name to  "Purchase  Point
Media Corporation" as part of a reverse merger.

The Company is in the business of the  development  and marketing of advertising
space to national  advertisers on a patented grocery cart display devise. On the
report date  operations  had not started and the Company is  considered to be in
the development stage.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The  Company  recognizes  income and  expenses  based on the  accrual  method of
accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes

The Company utilizes the liability method of accounting for income taxes.  Under
the liability method deferred tax assets and liabilities are determined based on
the differences  between financial reporting and the tax bases of the assets and
liabilities  and are measured  using the enacted tax rates and laws that will be
in effect,  when the differences are expected to reverse.  An allowance  against
deferred tax assets is  recognized,  when it is more likely than not,  that such
tax benefits will not be realized.

On June 30,  2002,  the  Company  had a net  operating  loss  carry  forward  of
$2,305,991,   however,   any  tax  benefit  from  the   carryforward   would  be
substantially  limited  because of major  ownership  changes in the  outstanding
common of the Company  and  therefore  any  benefit  has been fully  offset by a
valuation  reserve.  The net operating loss will expire starting in 2012 through
2023.

Basic and Diluted Net Income (Loss) Per Share

Basic net income  (loss) per share  amounts are  computed  based on the weighted
average  number of shares  actually  outstanding.  Diluted net income (loss) per
share amounts are computed  using the weighted  average  number of common shares
and common  equivalent  shares  outstanding  as if shares had been issued on the
exercise of any common or  preferred  share rights  unless the exercise  becomes
antidilutive and then only the basic per share amounts are shown in the report.


                                      F-28
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 2002

================================================================================

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Financial and Concentrations Risk

The Company has no financial instruments that potentially subject the Company to
significant concentration of credit risk.

Property and equipment

The Company's property and equipment consists of the following:
           Office and other equipment at cost                   $11,313
           Less  accumulated depreciation                         7,716
                                                                -------
                                                                $ 3,597

Office  equipment is depreciated on the straight line method over five and seven
years.

Patents

Patents  have been  recorded at cost and are being  amortized  over their useful
lives of 17 years as follows.

           Patents at cost                                      $31,543
           Less accumulated amortization                         10,624
                                                                -------
                                                                $20,919

Patents are being amortized at the rate of $1,880 each year.

Research  and  Development  Costs

Research and development costs,  including wages,  supplies, and depreciation on
equipment used in the research activity, are being expensed as incurred.

Revenue Recognition

Revenue  will be  recognized  on the  sale  and  delivery  of a  product  or the
completion of a service provided.

Advertising and Market Development

The company will expense advertising and market development costs as incurred.

Evaluation of Long-Lived Assets

The Company periodically reviews its long lived assets,  including equipment and
patents, and makes adjustments, if the carrying value exceeds the fair value.


                                      F-29
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 2002

================================================================================

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Estimates and Assumptions

Management uses estimates and assumptions in preparing  financial  statements in
accordance with accounting principles generally accepted in the United States of
America.  Those  estimates and  assumptions  affect the reported  amounts of the
assets and liabilities, the disclosure of contingent assets and liabilities, and
the reported revenues and expenses. Actual results could vary from the estimates
that were assumed in preparing these financial statements.

Financial Instruments

The  carrying  amounts of  financial  instruments,  including  cash and accounts
payable,  are  considered by management to be their fair values because of their
short maturities.

Recent Accounting Pronouncements

The  Company  does not  expect  that the  adoption  of other  recent  accounting
pronouncements will have a material impact on its financial statements.

3.  ACQUISITION OF PURCHASE POINT MEDIA CORPORATION

During  July 1997 the  Company  acquired  all the  outstanding  common  stock of
Purchase Point Media Corporation by issuing 6,675,000 of its common shares,  and
as  part  of  the  acquisition,   changed  its  name  to  Purchase  Point  Media
Corporation.   For  reporting  purposes,   the  acquisition  was  treated  as  a
recapitalization  of the Company with Purchase  Point Media  Corporation  as the
acquirer (reverse acquisition).  The acquisition was recorded as a purchase with
no good will recognized.  The historical financial statements prior to July 1997
are those of Purchase Point Media Corporation.

4.  CAPITAL STOCK

During this fiscal year the Company issued  1,613,490  common shares for cash of
$80,673 and 3,500,000 common shares for the payment of a debt.

On August 12, 1998,  the Company  entered  into a  subscription  agreement  with
Dorian  Capital  Corp.  ("Dorian").  Dorian  subscribed  for  500  units  of the
Company's  common stock,  each unit  consisting of one thousand shares of common
stock at $7.00 per share (the fair market value at the date of the  subscription
agreements) and one thousand common stock warrants. The warrants are exercisable
at any time at $7.00 per share with an expiration date of July 12, 2003.


                                      F-30
<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                          ( DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 2002

================================================================================

4. CAPITAL STOCK - continued

On September 1, 1999,  the Company  entered into a  subscription  agreement with
Vintage International Corp. ("Vintage"). Vintage subscribed for 500 units of the
Company's  common stock,  each unit  consisting of one thousand shares of common
stock  at $.50  per  share  (the  fair  value  at the  date of the  subscription
agreement)  and one thousand  common stock purchase  warrants.  The warrants are
exercisable at any time at $.50 per share with an expiration  date of August 31,
2004.

On February 1, 2000,  the Company  entered into a  subscription  agreement  with
Quadrant Financial Inc.  ("Quadrant").  Quadrant subscribed for 500 units of the
Company's  common stock,  each unit  consisting of one thousand shares of common
stock  at $1.00  per  share  (the  fair  value  at the date of the  subscription
agreement)  and one thousand  common stock purchase  warrants.  The warrants are
exercisable at any time at $1.00 per share with a expiration date of January 31,
2005.

5.  SIGNIFICANT  TRANSACTIONS WITH RELATED PARTIES

An  officer-director  and his  controlled  company  owns 34% of the  outstanding
common  shares of the  Company  and have  demand,  6% notes  payable due them of
$759,208  plus  accrued  interst  payable  of  $148,775  on June  30,  2002.  An
officer-director also has accrued consutltant fees due him of $72,000.

6.  GOING CONCERN

The company will need additional working capital for its future planned activity
and to service its debt,  which  raises  substantial  doubt about its ability to
continue as a going concern.  Continuation  of the Company as a going concern is
dependent upon  obtaining  sufficient  working  capital to be successful in that
effort.  The  management  of the  Company has  developed  a  strategy,  which it
believes will accomplish this objective,  through  additional  short term loans,
and equity  funding,  which will  enable the  Company to operate  for the coming
year.


                                      F-31
<PAGE>

      Item 8. Changes in and  Disagreements  with  Accountants on Accounting and
Financial Disclosure

      Not applicable

Item 8a. Controls and Procedures

(a)   Disclosure  controls and  procedures.  As of the end of the Company's most
      recently completed fiscal quarter (the registrant's  fourth fiscal quarter
      in the case of an annual  report)  covered  by this  report,  the  Company
      carried  out an  evaluation,  with  the  participation  of  the  Company's
      management,  including the  Company's  Chief  Executive  Officer and Chief
      Financial  Officer,  of  the  effectiveness  of the  Company's  disclosure
      controls and procedures  pursuant to Securities  Exchange Act Rule 13a-15.
      Based upon that  evaluation,  the Company's  Chief  Executive  Officer and
      Chief Financial Officer concluded that the Company's  disclosure  controls
      and procedures are effective in ensuring that  information  required to be
      disclosed by the Company in the reports that it files or submits under the
      Securities Exchange Act is recorded,  processed,  summarized and reported,
      within the time periods specified in the SEC's rules and forms.

(b)   Changes in internal controls over financial reporting. There have been no
      changes in the Company's internal controls over financial reporting that
      occurred during the Company's last fiscal quarter to which this report
      relates that have materially affected, or are reasonably likely to
      materially affect, the Company's internal control over financial
      reporting.

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
                    with Section 16(a) of the Exchange Act.

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

     Name                    Age                      Position
     ----                    ---                      --------

Albert P. Folsom              62               President and Director
Raymong A. Hatch              68               Director
Michael F. Reuling            59               Director
Robert O'Connell              54               Manager - Advertising
                                                 and Media
Thomas Lieb                   44               Manager - Store
                                                 Operations
Dal Brickenden                56               Advertising Consultant
Clete J. Thill                63               Retail Consultant



                                       14
<PAGE>

      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:

Albert P. Folsom, President and Director

Al 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 PPMC with public Minnesota Company. Since then he has raised funds to
maintain operations, spearhead patent work, and bring together a management team
to launch operations and negotiate contracts with strategic partners and
out-source companies

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.


                                       15
<PAGE>

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, 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.

Robert O'Connell.
Manager - Advertising and Media

Bob O'Connell is President, Founder and CEO of SourceOne. He has over 25 years
of experience in advertising agency, brand management, and promotion agency
management. He started his advertising career as a media planner for American
Home Products and Schlitz Beer consumer products, and progressed to senior
account management positions on M&M/Mars and other leading packaged goods
accounts. He has brand management experience with Lever Brothers, Drake Bakeries
and Kraft General Foods (Entenmann's). Bob's team at Entenmann's received
industry accolades for the launch of Entenmann's Fat Free line. Bob's
entrepreneurial experience includes growing a small design company into a major
sales promotion agency with blue chip clients (Gillette, Guinness, M&M/Mars,
Warner Lambert). Guinness Import Company rewarded his agency with management of
up to 4 major imported beers. Bob has Internet and new media experience
including CBS TV and Radio promotion that was used successfully by Key Food
Supermarkets.

Mr. O'Connell received his MBA from St. Johns University. He has been an
Assistant Adjunct Professor of Brand Management, Marketing and Electronic Media
at New York University's Stern School of Business. He manages the Kraft/NYU
International Student Program. He has served as Co-Chairman of the Academic
Committee for the Promotional Marketing Association of America.


                                       16
<PAGE>

Manager - Store Operations

Tom Leib is a VP and Founder of Source One. He has extensive retailer,
wholesaler and broker relationships built up over 25 years. He has experience in
retail chain management and merchandising as well as administration, management,
labor and service contract negotiations, procurement and strategic planning in
the retail chain environment. Prior to founding SourceOne, he was a Vice
President for Man-Dell Food Stores, part of the Key Food Co-op, a New York
supermarket chain with over 800 employees.

Mr. Leib has a Masters of Science Degree, in Accounting, from Long Island
University - C W Post and a Bachelors of Science, in Finance, from the
University of Texas in Austin, Texas.

Dal Brickenden, Advertising Consultant

Dal Brickenden has assisted in the preparation of The Last Word marketing
materials. He has had a successful career in marketing, advertising, new product
development and management spanning twenty five years. From 1985 to present he
has provided marketing, advertising, communications and qualitative research
through his private company Artemis Holdings Limited. From 1970 to 1985 he held
several key positions in marketing and advertising with Canada Starch Best Foods
in Montreal, Quebec, (New Product Manager) an international division of
International Multifoods of Minneapolis, Minnesota and FCB/Reynolds Ltd.
(Account Supervisor for the Colgate Palmolive account in Canada

After moving to Vancouver, BC., he was instrumental in building one of
Vancouver's top ad agencies.

Clete J. Thill, Retail Consultant

From 1987 to present Mr. Thill has been actively involved in real estate and
financial services as a self employed businessman in Denver, Colorado. He holds
a Real Estate Brokers, Stock Broker and Insurance License. From 1979 to 1987 He
was employed at King Soopers, a Denver Colorado super market chain, owned by
Kroger. At King Soopers (10,500 employees), He was Director of Personal and
Labor Relations. He held the same position at Fairway Foods, Inc. in Northfield,
Minnesota, from 1975 to 1979. From 1971 to 1975, he was Executive Vice
President, Northfield Area Chamber of Commerce, Northfield, Minnesota. His
duties their included, managing the Chamber of Commerce's Northfield Industrial
Corporation and the Citizens Advisory Council. Mr. Thill received his B.S,
Degree from Augustana Collage in Sioux Falls, South Dakota.


                                       17
<PAGE>

Item 10.  Executive Compensation

      The following table sets forth information for the years ended June 30,
2004, 2003 and 2002 concerning the compensation paid or awarded to the Chief
Executive. Officer of PPMC. None of PPMC's executive officers earned more than
$100,000 during the years ended June 30, 2004, 2003 and 2002.

                           Summary Compensation Table
                                                                    Long-Term
                                          Annual Compensation      Compensation

Name and Principal Position                Year     Salary      Bonus     Other
---------------------------                ----     ------      -----     -----
Albert P. Folsom                           2004   $     --     $   --    $   --
President and Chief Executive Officer      2003   $     --     $   --    $   --
                                           2002   $ 72,000     $   --    $   --

Item 11. Security Ownership of Certain Beneficial Owners and Management

      The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of June 30, 2001 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, (c) each of the persons named in the Summary Compensation Table
who beneficially owns Common Stock and (d) 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.

                                          Percentage of          Common Stock
  Name and Address                         Ownership         Beneficially Owned
  ----------------                         ---------         ------------------
Albert P. Folsom                             16.96%              3,337,500 (1,2)
Amtel Communications, Inc.                   16.96%              3,337,500 (3)
Illoria Corporation Ltd.                      5.08%              1,000,000 (4)
Starbright Nmg, Limited Partnership          12.78%              3,500,000 (5)
Vintage International Inc.                    5.52%              1,085,629 (6)
All officers and directors as a group        62.30%             12,260,629

----------
*   less than 1%

(1)  Consists of shares held by Folsom  Family  Holdings.  Mr.  Folsom has a 10%
interest in such entity. Mr. Folsom's address is c/o the Company.

(2) Does not include  3,337,500  shares owned by Amtel. Mr. Folsom is an officer
of Amtel.

(3) The address of Amtel is c/o Greg Yanke Law  Corporation,  #200 West Hastings
Street,   Vancouver,   British  Columbia,  Canada  V6B  1N2  and  the  principal
stockholder  of Amtel is Rurik  Trust,  a Grand Cayman  Islands  Trust formed in
1986.


                                       18
<PAGE>

(4) The address of Iloria  Corporation Ltd. is Suite B 19/F Twr3ChnHng,  Kowloon
Hong Kong.  (5) The  address  of  Starbright  Mmg,  Limited  Partnership  is c/o
Corporate  House,  320  1100  Melville  VC6  4A6.  (6) The  address  of  Vintage
International  Inc. is c/o  Corporate  House,  320 1100  Melville  VC6 4A6.  (7)
Includes 3,337,500 shares owned by Folsom Family Holdings. See Footnote 1.

Item 12. Certain Relationships and Related Transactions

      The Company has no stated policy towards entering into  transactions  with
related parties.  However, the Company's intention is that any transactions with
related  parties in the future will be on terms no less favorable to the Company
than those obtainable from unrelated parties.

      The  development  activities  of the  Company are being  financed  through
advances by Amtel, which is a major shareholder. The Company owed Amtel $567,911
at June 30, 2004 and 2003.  Interest  expense on these  advances was $42,699 and
$40,254 for the years ended June 30, 2004 and 2003,  respectively,  and $266 for
the period June 28, 1996 (Date of Formation) through June 30, 2001. 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 no consulting fees for the
years  ended June 30,  2004 and 2003 and  $432,000  for the period June 28, 1996
(Date of Formation) through June 30, 2004, respectively. The Company owed Folsom
$247,7913 and $191,297 at June 30, 2004 and 2003, respectively. Interest expense
was   $15,079  and  $14,228  for  the  years  ended  June  30,  2004  and  2003,
respectively,  and  $75,088  for the period  June 28,  1996 (Date of  Formation)
through June 30, 2004. All interest has been accrued.

During  the past two years,  the  Company  has not  entered  into,  and does not
propose to enter into, any other  transaction  with a value in excess of $60,000
with a  director,  executive  officer,  beneficial  owner  of 5% or  more of the
Company's Common Stock, or members of any of such person's immediate family.


                                       19
<PAGE>

Item 13. Exhibits and Reports on Form 8-K

(a)       The following financial statements and supplementary financial
          information are filed as part of this Annual Report on Form 10-KSB:

         Financial Documents:                                           Page
                                                                        ----
Financial Documents:

      Independent Auditors' Report                                      F-1

      Balance Sheets, June 30, 2004                                     F-2

      Statements of Operations, Years Ended June 30, 2004 and 2003
      and the Period June 28, 1996 (Date of Formation) Through
      June 30, 2004                                                     F-3

      Statements of Stockholders' Equity (Deficiency) for the
      Period June 28, 1996 (Date of Formation) through June 30,
      2004                                                           F-4 - F-5

      Statements of Cash Flows, Years Ended June 30, 2004 and 2003
      and the Period June 28, 1996 (Date of Formation) through
      June 30, 2004                                                     F-6

      Notes to Financial Statements                                  F-7 - F-12

      Independent Auditors' Report                                      F-13

      Balance Sheets, June 30, 2003                                     F-14

      Statements of Operations, Years Ended June 30, 2003 and 2002
      and the Period June 28, 1996 (Date of Formation) Through
      June 30, 2003                                                     F-15

      Statements of Stockholders' Equity (Deficiency) for the
      Period June 28, 1996 (Date of Formation) through June 30,
      2003                                                           F-16 - F-17

      Statements of Cash Flows, Years Ended June 30, 2003 and 2002
      and the Period June 28, 1996 (Date of Formation) through
      June 30, 2003                                                     F-18

      Notes to Financial Statements                                  F-19 - F-22

      Independent Auditors' Report                                      F-23

      Balance Sheets, June 30, 2002                                     F-24

      Statements of Operations, Years Ended June 30, 2002 and 2001
      and the Period June 28, 1996 (Date of Formation) Through
      June 30, 2002                                                     F-25

      Statements of Stockholders' Equity (Deficiency) for the
      Period June 28, 1996 (Date of Formation) through June 30,
      2002                                                              F-26

      Statements of Cash Flows, Years Ended June 30, 2002 and 2001
      and the Period June 28, 1996 (Date of Formation) through
      June 30, 2002                                                     F-26

      Notes to Financial Statements                                  F-28 - F-31


                                       20
<PAGE>

2. Financial Statement Schedules:

All schedules  are omitted  because they are  inapplicable,  not required or the
information is included in the financial statements or notes thereto.

(b) Reports on Form 8-K:

      There were no current  reports on Form 8-K filed by the Registrant  during
the quarter ended June 30, 2004.

(c)   The following Exhibit Index sets forth the applicable  exhibits  (numbered
      in accordance  with Item 601 of  Regulation  S-K) which are required to be
      filed with the Annual Report on Form 10-KSB.

     Exhibit Number                          Title
     --------------                          -----

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

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



                                       21
<PAGE>

     Exhibit Number                           Title
     --------------                           -----

         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)
                        of 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) of 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.

      Exhibit 31 -      Certification of the Chief Executive Officer pursuant to
                        Section 302 of the Sarbanes-Oxley Act of 2002.

      Exhibit 32 -      Certification of the Chief Executive Officer pursuant to
                        Section 906 of the Sarbanes-Oxley Act of 2002.



                                       22
<PAGE>

                                   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:  September 21, 2004

                                    PURCHASE POINT MEDIA CORPORATION

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


/s/ Albert P. Folsom
     -------------------------------------
     Albert P. Folsom
     President, Chief Executive Officer
     and Director


/s/ Raymond A. Hatch
     -------------------------------------
     Raymond A. Hatch
     Director


/s/ Michael F. Rueling
     -------------------------------------
     Michael F. Rueling
     Director



                                       23