UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549




FORM
          10-KSB




(Mark
      One)





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


**For
      the year ended  June 30, 2006**




OR




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


**For
      the
      transition period from ________________
      to________________**





Commission
      File Number:  0-11676





PURCHASE
      POINT MEDIA CORPORATION


(Exact
      name of registrant as specified in its charter)





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








1100
                Melville Street, Suite 320
                Vancouver,
                  BC Canada
            
            V6E
                4A6(Address
                of principal executive offices)
            
            (Zip
                Code)





(778)
      786-1005


(Registrant's
      telephone number, including area code)





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





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





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





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





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


Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
      be contained, to the best of registrant's knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-K
      or any amendment to this Form 10-K. x





Indicate
      by checkmark whether the registrant is a large accelerated filer, an accelerated
      filer, or a non-accelerated filer. See definition of “accelerated filer” and
“large accelerated filer” in Rule 12b-2 of the Securities Exchange Act of
      1934.


Large
      accelerated filer o    Accelerated
      filer o   
Non-accelerated filer x








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





Aggregate
      market value of the voting and non-voting common shares held by
      non-affiliates of the registrant, as of October 9, 2006: 
$1,187,294.




Number
      of
      shares of Common Stock outstanding as of October 9, 2006:
      22,578,940.





Documents
      incorporated by reference:  None











**Table
          of Contents**










PURCHASE
      POINT MEDIA CORPORATION


INDEX





Part
                I
            
            
            PageItem
                1.
            Description
                of Business
            1Item
                2.
            Description
                of Property
            4Item
                3.
            Legal
                Proceedings
            5Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            5Part
                IIItem
                5.
            Market
                for Registrant’s Common Equity And Related
                Stockholder Matters
            5Item
                6.
            Management’s
                Discussion and Analysis or Plan of
                Operations
            8Item
                7.
            Financial
                Statements
            11Item
                8.
            Changes
                in and Disagreements with Accountants on Accounting
                and Financial Disclosure
            12Item
                8a.
            Controls
                and Procedures
            12Part
                IIIItem
                9.
            Directors
                and Executive Officers; Promoters and Control
                Persons; Compliance with Section 16 (a) of the Exchange
                Act
            12Item
                10.
            Executive
                Compensation
            16Item
                11.
            Security
                Ownership of Certain Beneficial Owners and
                Management
            16Item
                12.
            Certain
                Relationships and Related
                Transactions
            17Part
                IVItem
                13.
            Exhibits
                and Reports on Form 8-K
            18Item
                14
            Principal
                Accountant Fees and Services
            20Signatures
            
            21Page
                F-1 follows Page 12







**Table
          of Contents**





**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®
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® 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® 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®
insert contains 10 three by three inch advertisement frames. The *last* word®
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®
has powerful advantages over competing POP advertising media.





The
      development of the *last* word®
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®,
      which included applying for and receiving the registered trademark for the
      last
      word®. 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 present, PPMC worked on development of the *last* word TM ,
      seeking
      patent protection in additional countries and setting the stage to launch a
      global point of purchase advertisement service company. In November 2003 PPMC
      contracted with SourceOne in New York City to contract with grocery chains
      to
      lease the baby seat section of grocery carts and handle ad sales. PPMC has
      received a proposal from Spar Inc. to install the *last* word TM and
      handle the ad changes and maintenance. Spar Inc. has 6,500 people across the
      United States that provide services to stores. PPMC will contract with injection
      molding companies to manufacture the last word TM.





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-






**Table
          of Contents**


**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 TM 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.





**Radio
      and TV**





PPMC
      has
      entered into a joint participation agreement with CBS Radio and TV wherein
      CBS
      will offer stores free advertising and then sell Radio,TV and the last wordTM
advertising to product manufactures who sell their products in the stores.





**Shelf
      talkers, Coupon dispensers**





Through
      an agreement with National Hispanic Retail Networks (NHR). PPMC can offer Shelf
      Talkers and Coupon Dispensers to the stores carrying the last wordTM. NHR who has
      Shelf Talkers and Coupon Dispensers in 4,400 will also be able to offer the
      last
      word to their clients.





**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 Washington DC.. Point of purchase
      advertising is a $17 billion business.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-





**Table
          of Contents**





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 most significant competitors are Actmedia Inc. ("Actmedia") and Floor
      Graphics.





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-


**Table
          of Contents**


In
      addition to Actmedia (News America), 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 TM 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®
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 5 th Avenue,
      New York, NY (This will change when PPMC becomes operational).














-4-


**Table
          of Contents**


**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, 2006





**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, 2005, 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.






PriceHigh
              
              LowFiscal
                  Year 2006First
                  Quarter Ended September 30
              
              $
              0.09
              
              $
              0.03Second
                  Quarter Ended December 31
              
              
              0.06
              
              
              0.01Third
                  Quarter Ended March 31
              
              
              0.08
              
              
              0.02Fourth
                  Quarter Ended June 30
              
              
              0.08
              
              
              0.02Fiscal
                  Year 2005First
                  Quarter Ended September 30
              
              $
              0.74
              
              $
              0.31Second
                  Quarter Ended December 31
              
              
              0.40
              
              
              0.08Third
                  Quarter Ended March 31
              
              
              0.12
              
              
              0.07Fourth
                  Quarter Ended June 30
              
              
              0.10
              
              
              0.03First
                  Quarter (through September 30, 2006)
              
              $
              0.15
              
              $
              0.03







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.











-5-


**Table
          of Contents**


**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-


**Table
          of Contents**


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.




Title
                  and
              
              
              
              Principal
              
              Total
                  Offering PriceDate
              
              Amount
              
              Purchasers
              
              Underwriter
              
              Underwriting
                  DiscountsJuly
                  2003
              
              60,000
                  shares of
                  common
                    stock
              
              Private
                  Investor
              
              NA
              
              $.05
                  per share/NAJuly
                  2003
              
              300,000
                  shares
                  of
                    common stock
              
              Private
                  Investor
              
              NA
              
              $.05
                  per share/NAJune
                  2004
              
              100,000
                  shares
                  of
                    common stock
              
              Private
                  Investor
              
              NA
              
              $.05
                  per share/NAFebruary
                  2005
              
              250,000
                  shares
                  of
                    common stock
              
              Private
                  Investor
              
              NA
              
              $.08
                  per share/NAJuly
                  2005
              
              200,000
                  shares
                  of
                    common stock
              
              Private
                  Investor
              
              NA
              
              $.09
                  per share/NA






























































-7-


**Table
          of Contents**


**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





The
      Company is considered a development stage enterprise as defined in Financial
      Accounting Standards Board ("FASB") Statement No. 7, "Accounting and Reporting
      for Development Stage Companies". There is no assurance that future products
      developed by the Company will be commercially successful products, or that
      the
      Company will achieve a profitable level of operations.








Note
      6 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.





Other
      Matters





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.

















-8-





**Table
          of Contents**





**Results
      of Operations Years ended June 30, 2006 and 2005**





The
      net
      loss decreased from approximately $710,700 for the year ended June 30, 2005
      to
      approximately $236,850 for the year ended June 30, 2006. The item of significant
      decrease in the year ended June 30, 2006 over the comparable period of the
      prior
      year was a decrease in general and administrative expenses from approximately
      $643,000 in 2005 to approximately $162,000 in 2006 primarily due to a decrease
      in consulting fees in 2006.





The
      net
      loss increased from approximately $223,500 for the year ended June 30, 2004
      to
      approximately $710,700 for the year ended June 30, 2005. The item of significant
      increase in the year ended June 30, 2005 over the comparable period of the
      prior
      year was an increase in general and administrative expenses from approximately
      $161,758 in 2004 to approximately $643,000 in 2005 primarily due to an increase
      in consulting fees in 2005.





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 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,
      2006
      we had a working capital deficit of $1,630,079 as compared with a working
      capital deficit of $1,433,000 at June 30, 2005. The increase in our working
      capital deficit is a result of the net loss incurred during the year ended
      June
      30, 2006. 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.





In
      August
      2004, the Company contract with Charterhouse Capital Markets, Inc. ("CCMI"),
      to
      assist the Company in securing financing to conduct a nationwide rollout program
      of The LastwordTM.





On
      November 4, 2004, CCMI entered into a Memorandum of Understanding ("MOU") with
      Atlas E.D.C. under which CCMI and Atlas E.D.C. will issue a $100,000,000
      variable rate demand note ("VRDN"). Under the terms of the MOU, Atlas E.D.C.
      will advance $5,000,000 into escrow which are the fees required to rate, issue
      and place the $100,000,000 VRDN offer.














-9-





**Table
          of Contents**


Through
      the use of proceeds from the VRDN, CCMI will generate and fund on a scheduled
      basis, up to $25,000,000 for the national rollout of the Company's potential
      "The LastWord"TM advertising display device. The balance of $75,000,000 in
      generated funds will be directed to Atlas E.D.C. low income housing project
      in
      the State of Illinois.





As
      of
      October 10, 2006, Atlas E.D.C. has not advanced the funds into escrow.
      Currently, CCMI is working on having other parties replace Atlas E.D.C. There
      are no assurances that this will take place.





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.





NEW
      FINANCIAL ACCOUNTING STANDARDS





In
      July
      2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation
      No. 48 “Accounting for Uncertainty in Income Taxes". (FIN 48") The
      interpretation requires a two step approach for recognizing and measuring tax
      benefits based on a recognition threshold of “more likely than not”. FIN 48 also
      requires explicit disclosures about uncertainties in tax positions including
      a
      detailed rollforward of tax benefits that do not qualify for financial statement
      recognition. The adoption of FIN 48 is effective for fiscal years beginning
      after December 15, 2006.  The
      implementation of FIN 48 could have a material effect on the balance sheet
      and
      results of operations but the effect of such implementation is not determinable
      at this time.





In
      December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment", that
      requires compensation costs related to share-based payment transactions to
      be
      recognized in the financial statements. With limited exceptions, the amount
      of
      compensation cost is measured based on the grant-date fair value of the equity
      or liability instruments issued. In addition, liability awards are to be
      remeasured each reporting period. Compensation cost will be recognized over
      the
      period that an employee provides service in exchange for the reward. SFAS No.
      123(R) is effective as to the Company as of the beginning of the Company's
      2006
      fiscal year. The Company accounted for stock-based compensation costs using
      the
      modified prospective method at the time of adoption. The adoption of SFAS 123(R)
      resulted in no incremental stock-based compensation expense during the year
      ended June 30, 2006. The adoption of SFAS 123(R) did not have a material effect
      on the balance sheet as of June 30, 2006 or the statement of cash flows for
      the
      year ended June 30, 2006.




In
      December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets",
      an amendment of APB Opinion No. 29. SFAS No. 153 amends APB Opinion No. 29
      by
      eliminating the exception under APB No. 29 for nonmonetary exchanges of similar
      productive assets and replaces it with a general exception for exchanges of
      nonmonetary assets that do not have commercial substance. A nonmonetary exchange
      has commercial substance if the future cash flows of the entity are expected
      to
      change significantly as a result of the exchange. SFAS No. 153 is effective
      for
      periods beginning after June 15, 2005. The adoption of SFAS No. 153 did not
      have
      a material effect on the Company's consolidated financial position or results
      of
      operations.





In
      November 2004, the FASB issued SFAS No. 151, “Inventory Costs”, an amendment to
      Accounting Research Bulletin No. 43 chapter 4. SFAS No. 151 requires that
      abnormal costs of idle facility expenses, freight, handling costs and wasted
      material (spoilage) be recognized as current-period charges. SFAS No. 151 is
      effective for fiscal years beginning after June 15, 2005. Adoption of SFAS
      No.
      151 did not have a material impact on the Company's consolidated financial
      position or results of operations.

























































































-10-


**Table
          of Contents**


**ITEM
      7.  FINANCIAL STATEMENTS**





Page1.
                Financial Documents:Independent
                Auditors’ Report
            F-1Balance
                Sheets, June 30, 2006 and 2005
            F-2Statements
                of Operations, Years Ended June 30, 2006 and 2005 and the Period
                June 28,
                1996 (Date of Formation) Through June 30, 2006
            F-3Statements
                of Stockholders’ Equity (Deficiency) for the Period June 28, 1996 (Date of
                Formation) through June 30, 2006
            F-4
                - F-7Statements
                of Cash Flows, Years Ended June 30, 2006 and 2005 and the Period
                June 28,
                1996 (Date of Formation) through June 30, 2006
            F-
                8Notes
                to Financial Statements
            F- 9
                - F-12


























-11-


**Table
          of Contents**




MADSEN
                    & ASSOCIATES, CPA’S Inc.
                684
                    East Vine St., Suite 3Certified
                    Public Accountants and Business Consultants
                Murray,
                    Utah 84107Telephone
                    801 268-2632Fax
                    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, 2006 and the related statement
          of
          operations, stockholders’ equity, and cash flows for the years ended June 30,
          2006 and 2005 and the period June 28, 1996 (date of inception) to June
          30, 2006.
          These financial statements are the responsibility of the Company’s management.
          Our responsibility is to express an opinion on these financial statements
          based
          on our 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, 2006 and the results of operations, and cash flows for the years
          ended
          June 30, 2006 and 2005 and the period June 28, 1996 to June 30, 2006, in
          conformity with accounting principles generally accepted in the United
          States of
          America.
 
 The
          accompanying financial statements have been prepared assuming that the
          Company
          will continue as a going concern. The Company will need additional working
          capital for its planned activity and to service its debt, which raises
          substantial doubt about its ability to continue as a going concern. Management’s
          plans in regard to these matters are described in the notes to the financial
          statements. These financial statements do not include any adjustments that
          might
          result from the outcome of this uncertainty.
   /s/ Madsen
                  & Associates, CPA's Inc.Madsen
&
Associates,
                  CPA's Inc.Salt
                  Lake City,
                  Utah,October 3, 2006







F-1
 **Table
          of Contents**






PURCHASE
                      POINT MEDIA CORPORATION(A
                      DEVELOPMENT STAGE COMPANY)BALANCE
                      SHEETASSETSJune
                      30,2006Current
                      Assets:Cash
                  
                  $
                  -Total
                      Current Assets
                  
                  
                  -Equipment-net
                  
                  
                  740Other
                      Assets:Other
                      intangibles
                  
                  
                  9,804TOTAL
                      ASSETS
                  
                  $
                  10,544LIABILITIES
                      AND STOCKHOLDERS' DEFICIENCYCurrent
                      Liabilities:Note
                      payable to related party
                  
                  $
                  848,650Accrued
                      interest payable - related parties
                  
                  
                  398,474Accounts
                      payable - related parties
                  
                  
                  216,000Accounts
                      payable
                  
                  
                  166,955Total
                      Current Liabilities
                  
                  
                  1,630,079Stockholders'
                      Deficiency:Preferred
                          stock; no par value -authorized
                        50,000,000 shares; outstanding 2,000 shares, atredemption
                        value
                  
                  
                  170Common
                        stock, no par value -authorized
                        100,000,000 shares;outstanding 22,378,940
                  
                  
                  1,815,983Additional
                      paid-in capital
                  
                  
                  133,528Deficit
                        accumulated duringdevelopment stage
                  
                  
                  (3,569,216
                  )Total
                      Stockholders' Deficiency
                  
                  
                  (1,619,535
                  )TOTAL
                        LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                  
                  $
                  10,544The
                      accompanying notes are an integral part of these financial
                      statements.










F-2
 **Table
          of Contents**




PURCHASE
                          POINT MEDIA CORPORATION
                        (A
                          DEVELOPMENT STAGE COMPANY)
                        STATEMENTS
                          OF OPERATIONSFor
                  the Years Ended June
                  30,
              
              June
                  28, 1996
                  to
                    June 30,2006
              
              2005
              
              2006Costs
                  and Expenses:General
                    and administrativeexpenses
              
              $
              163,562
              
              $
              642,701
              
              $
              2,553,365Depreciation
                  and amortization
              
              
              1,657
              
              
              2,412
              
              
              29,623Net
                  loss from operations
              
              
              (165,219
              )
              
              (645,113
              )
              
              (2,582,988
              )Other
                  expenses:Loss
                  from theft
              
              
              -
              
              
              -
              
              
              (354,477
              )Interest
              
              
              (71,629
              )
              
              (65,589
              )
              
              (631,751
              )Net
                  loss
              
              $
              (236,848
              )
              $
              (710,702
              )
              $
              (3,569,216
              )Loss
                  per common share – basicand
                  diluted
              
              $
              (0.01
              )
              $
              (0.03
              )
              $
              -Average
                  oustanding shares(stated
                  in '000)Basic
              
              
              22,377
              
              
              21,406
              
              
              -Diluted
              
              
              22,877
              
              
              21,906
              
              
              -The
                  accompanying notes are an integral part of these financial
                  statements.








F-3
 **Table
          of Contents**










PURCHASE
                      POINT MEDIA CORPORATION
                    (A
                      DEVELOPMENT STAGE COMPANY)
                    STATEMENTS
                      OF STOCKHOLDERS' DEFICIENCY
                  JUNE
                    28, 1996 THROUGH JUNE 30, 2006Common
                  Stock
              
              Additional
              
              RetainedPreferred
              
              Par
              
              
              
              Stated
              
              Paid-In
              
              EarningsStock
              
              Value
              
              Shares
              
              Value
              
              Capital
              
              (Deficit)
              
              TotalBalance,
                      June 28, 1996 (Date of Formation)
              
              
              -
              
              $
              -
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Sale
                      of common stock (at $.009 per share)
              
              
              -
              
              
              -
              
              
              1,175,000
              
              
              10,000
              
              
              -
              
              
              -
              
              
              10,000Four-for-one
                  stock split
              
              
              -
              
              
              -
              
              
              3,525,000
              
              
              -
              
              
              -
              
              
              -
              
              
              -Issuance
                of preferredstock for consulting
                services
                    (valued at $.09 per share)
              
              
              2,000
              
              
              170
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              170Net
                      loss for theperiod
                      ended June 30, 1996
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (338,760
              )
              
              (338,760
              )The
                  accompanying notes are an integral part of these financial
                  statements.









F-4
 **Table
          of Contents**




PURCHASE
                            POINT MEDIA CORPORATION
                          (A
                            DEVELOPMENT STAGE COMPANY)
                          STATEMENTS
                            OF STOCKHOLDERS' DEFICIENCY
                          JUNE
                            28, 1996 THROUGH JUNE 30, 2006Common
                    Stock
                
                Additional
                
                RetainedPreferred
                
                Par
                
                
                
                Stated
                
                Paid-In
                
                EarningsStock
                
                Value
                
                Shares
                
                Value
                
                Capital
                
                (Deficit)
                
                TotalRecapitalization
                        foreffect
                        of reverse acquisition
                
                
                -
                
                
                -
                
                
                6,675,000
                
                
                8,500
                
                
                -
                
                
                -
                
                
                8,500Net
                      loss for the year endedJune
                      30, 1997
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (99,350
                )
                
                (99,350
                )Net
                      loss for the year endedJune
                      30, 1998
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (142,719
                )
                
                (142,719
                )Sale
                      of common stock (at $7.00 per share)
                
                
                -
                
                
                -
                
                
                34,571
                
                
                241,997
                
                
                -
                
                
                -
                
                
                241,997Issuance
                          of warrantsfor loan
                        financing
                          (issued at $.67 per share)
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                23,104
                
                
                -
                
                
                23,104Net
                      loss for the year endedJune
                      30, 1999
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (458,843
                )
                
                (458,843
                )The
                    accompanying notes are an integral part of these financial
                    statements.










F-5
 **Table
          of Contents**






PURCHASE POINT MEDIA
                        CORPORATION
                      (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS
                        OF STOCKHOLDERS' DEFICIENCY
                      JUNE
                        28, 1996 THROUGH JUNE 30, 2006Common
                  Stock
              
              Additional
              
              RetainedPreferred
              
              Par
              
              
              
              Stated
              
              Paid-In
              
              EarningsStock
              
              Value
              
              Shares
              
              Value
              
              Capital
              
              (Deficit)
              
              TotalIssuance
                    of warrants for loan financing
                  (issued at $.08 per share)
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              83,738
              
              
              -
              
              
              83,738Sale
                    of common stock(at
                    $1.00 per share)
              
              
              -
              
              
              -
              
              
              117,665
              
              
              117,665
              
              
              -
              
              
              -
              
              
              117,665Sale
                    of common stock(at
                    $.50 per share)
              
              
              -
              
              
              -
              
              
              336,076
              
              
              168,038
              
              
              -
              
              
              -
              
              
              168,038Net
                    loss for the year endedJune
                    30, 2000
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (483,493
              )
              
              (483,493
              )Issuance
                    of warrants forloan
                    financing
                  (issued
                    at $.08 per share)
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              21,286
              
              
              -
              
              
              21,286Sale
                      of common stock   (at
                    $1.00 per share, net of issuance costs)
              
              
              -
              
              
              -
              
              
              97,138
              
              
              97,138
              
              
              -
              
              
              -
              
              
              97,138Net
                    loss for the year ended June 30, 2001
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (282,592
              )
              
              (282,592
              )Sale
                    of common stock (at $.05 per share)
              
              
              -
              
              
              -
              
              
              1,613,490
              
              
              80,674
              
              
              -
              
              
              -
              
              
              80,674Settlement
                  of debt
              
              
              -
              
              
              -
              
              
              3,500,000
              
              
              402,021
              
              
              -
              
              
              -
              
              
              402,021Net
                    loss for the year ended June 30, 2002
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (500,234
              )
              
              (500,234
              )Sale
                    of common stock (at $.05 to $.10 per share)
              
              
              -
              
              
              -
              
              
              650,000
              
              
              39,000
              
              
              -
              
              
              -
              
              
              39,000Net
                    loss for the year ended June 30, 2003
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (92,158
              )
              
              (92,158
              )Sale
                    of common stock (at $.05 per share)
              
              
              -
              
              
              -
              
              
              1,360,000
              
              
              68,000
              
              
              -
              
              
              -
              
              
              68,000Issuance of common stock for services   (at $.05 to $.10 per share)
              
              
              -
              
              
              -
              
              
              595,000
              
              
              29,950
              
              
              -
              
              
              -
              
              
              29,950Net
                    loss for the year ended June 30, 2004
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (223,517
              )
              
              (223,517
              )The
                  accompanying notes are an integral part of these financial
                  statements.






F-6
 **Table
          of Contents**








PURCHASE
                          POINT MEDIA CORPORATION
                        (A
                          DEVELOPMENT STAGE COMPANY)
                        STATEMENTS
                          OF STOCKHOLDERS' DEFICIENCY
                        JUNE
                          28, 1996 THROUGH JUNE 30, 2006Common
                  Stock
              
              Additional
              
              RetainedPreferred
              
              Par
              
              
              
              Stated
              
              Paid-In
              
              EarningsStock
              
              Value
              
              Shares
              
              Value
              
              Capital
              
              (Deficit)
              
              TotalIssuance
                    of common stock for costs of stock offering
              
              
              -
              
              
              -
              
              
              1,000,000
              
              
              -
              
              
              -
              
              
              -
              
              
              -Issuance
                    of common stock for services at $.50 per share
              
              
              -
              
              
              -
              
              
              400,000
              
              
              200,000
              
              
              -
              
              
              -
              
              
              200,000Issuance
                      of common stock
                    for payment of debt at $.50 per share
              
              
              -
              
              
              -
              
              
              190,000
              
              
              95,000
              
              
              -
              
              
              -
              
              
              95,000Issuance
                    of common stock for at $.08 per share
              
              
              -
              
              
              -
              
              
              250,000
              
              
              20,000
              
              
              -
              
              
              -
              
              
              20,000Issuance
                    of common stock for services at $.50 per share
              
              
              -
              
              
              -
              
              
              410,000
              
              
              205,000
              
              
              -
              
              
              -
              
              
              205,000Net
                    loss for the year ended June 30, 2005
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (710,702
              )
              
              (710,702
              )Balance
                  at June 30, 2005
              
              
              2,000
              
              
              170
              
              
              21,928,940
              
              
              1,782,983
              
              
              128,128
              
              
              (3,332,368
              )
              
              (1,421,087
              )Issuance of
                        common stock for expenses at $.06 per
                        share
              
              
              -
              
              
              -
              
              
              250,000
              
              
              15,000
              
              
              -
              
              
              -
              
              
              15,000Sale
                    of common stock for  cash at $.09 per share
              
              
              -
              
              
              -
              
              
              200,000
              
              
              18,000
              
              
              -
              
              
              -
              
              
              18,000Valuation
                    of common stock options for expenses
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              5,400
              
              
              -
              
              
              5,400Net
                    loss for the year ended June 30, 2006
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (236,848
              )
              
              (236,848
              )Balance
                  at June 30, 2006
              
              
              2,000
              
              $
              170
              
              
              22,378,940
              
              $
              1,815,983
              
              $
              133,528
              
              $
              (3,569,216
              )
              $
              (1,619,535
              )The
                  accompanying notes are an integral part of these financial
                  statements.






F-7
 **Table
          of Contents**






PURCHASE
                        POINT MEDIA CORPORATION
                      (A
                        DEVELOPMENT STAGE COMPANY)
                      STATEMENT
                        OF CASH FLOWSJune
                  28,1996
                  toFor
                  the years ended June 30,
              
              June
                  30,CASH
                  FLOW FROM
              
              2006
              
              2005
              
              2006OPERATING
                  ACTIVITIES:Net
                  loss
              
              $
              (236,848
              )
              $
              (710,702
              )
              $
              (3,569,216
              )Adjustments
                        to reconcile net loss to net
                        cash      used in operating
                    activities:Depreciation
                    and amortization
              
              
              1,658
              
              
              2,412
              
              
              29,624Write-off
                  of patent
              
              
              -
              
              
              4,767
              
              
              4,767Issuance
                    of common and preferred stock for expenses
              
              
              15,000
              
              
              425,000
              
              
              478,620Issurance
                    of warrants for financing
              
              
              -
              
              
              -
              
              
              128,128Valuation
                    of options for financing
              
              
              5,400
              
              
              -
              
              
              5,400Changes
                    in operating assets and liabilities:Increase
                  in accounts payable
              
              
              175,123
              
              
              251,664
              
              
              1,289,725Net
                    change in cash from operations
              
              
              (39,667
              )
              
              (26,859
              )
              
              (1,632,952
              )CASH
                  FLOW FROMINVESTING
                  ACTIVITIES:Security
                  deposit
              
              
              -
              
              
              -
              
              
              (600
              )Acquisition
                  of patents
              
              
              -
              
              
              -
              
              
              (31,542
              )Purchase
                  of equipment
              
              
              -
              
              
              -
              
              
              (12,793
              )-
              
              
              -
              
              
              (44,935
              )CASH
                  FLOW FROMFINANCING
                  ACTIVITIES:Proceeds
                    from notes payable related party
              
              
              21,767
              
              
              -
              
              
              837,476Payment
                    to note payable related party
              
              
              (100
              )
              
              -
              
              
              (100
              )Proceeds
                    from sale of common stock
              
              
              18,000
              
              
              -
              
              
              840,51139,667
              
              
              -
              
              
              1,677,887Net
                  (decrease) increase in cash
              
              
              -
              
              
              (26,859
              )
              
              -Cash
                  - beginning of year
              
              
              -
              
              
              26,859
              
              
              -Cash
                  - end of year
              
              $
              -
              
              $
              -
              
              $
              -NON
                  CASH FLOWS FROMOPERATING
                  ACTIVITIES:Issuance
                    of 2,000 preferred shares for services - 1996
              
              
              
              
              
              
              
              $
              170Issuance
                    of 595,000 common  shares for services - 2004
              
              
              
              
              
              
              
              $
              29,950Issuance
                    of 1,000,000 common shares for services - 2005
              
              
              
              
              
              
              
              $
              425,000Issuance
                    of 250,000 common shares for services - 2006
              
              
              
              
              
              
              
              $
              15,000The
                  accompanying notes are an integral part of these financial
                  statements.






F-8
 **Table
          of Contents**




PURCHASE
        POINT MEDIA CORPORATION
 (Development
        Stage Company)
 NOTES
        TO
        FINANCIAL STATEMENT
 June
        30,
        2006
 
 
 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 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, 2006, the Company had a net operating loss carry forward of $3,569,216,
        however, any tax benefit from the carryforward has not been determined because
        of a major ownership change in the outstanding common stock of the Company
        and
        operations have not been started, therefore any benefit has been fully offset
        by
        a valuation reserve. The net operating loss will expire starting in 2012
        through
        2026.
 
 Foreign  Currency  Translation
 
 The
        functional currency for some foreign operations is the local currency. Assets
        and liabilities of foreign operations are translated at balance sheet date
        rates
        of exchange and income, expense and cash flow items are translated at the
        average exchange rate for the period. Translation adjustments in future periods
        will be recorded in Accumulated Other Comprehensive Income. The translation
        gains or losses were not material for the period ended June 30,
        2006.
  F-9
 **Table
            of Contents**
  
 PURCHASE
        POINT MEDIA CORPORATION
 (Development
        Stage Company)
 NOTES
        TO
        FINANCIAL STATEMENTS (Continued)
 June
        30,
        2006
 
 
 2.
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
 
 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.
 
 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
              
              $
              3,549Less
                  accumulated depreciation
              
              
              2,809$
              740
 
 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
              
              $
              23,143Less
                  accumulated amortization
              
              
              13,939$
              9,804
 
 Patents
        are being amortized at the rate of $1,361 and 1,825 for the years ended June
        30,
        2006 and 2005, respectively.
  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.
  F-10
 **Table
            of Contents**
  PURCHASE
        POINT MEDIA CORPORATION
 (Development
        Stage Company)
 NOTES
        TO
        FINANCIAL STATEMENTS (Continued)
 June
        30,
        2006
 
 
 2.
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
 
 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.
 
 
  
 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 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.
        CAPITAL STOCK
 
 During
        the year ended June 30, 2006 the Company issued 200,000 common shares for
        cash
        for private placement stock sales, and 250,000 private placement common shares
        for services.
 
 4.
        SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
 
 Officer-directors
        own 33% of the outstanding common shares of the Company and have demand,
        6%
        notes payable due them of $848,650 plus accrued interest payable of $398,474
        on
        June 30, 2006. An officer-director also has accrued consultant fees due him
        of
        $216,000.
 
  F-11
 **Table
            of Contents**
  PURCHASE
        POINT MEDIA CORPORATION
 (Development
        Stage Company)
 NOTES
        TO
        FINANCIAL STATEMENTS (Conti nued)
 June
        30,
        2006
 
 
 
 4.
        SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES - continued
 
 On
        April
        26, 2004, and modified during August 2005, the Company entered into a stock
        option agreement with a director, which provides for an option to purchase
        500,000 common shares at any time after April 26, 2005, for up to five years
        thereafter at $.25 per share, with the condition that he remains a director
        of
        the Company. The agreement also provides for the issuance of the shares as
        a
        consulting fee if the director is able to complete a contract with a designated
        major food chain, to install an advertising display devise on their shopping
        carts. As of June 30, 2006 no shares have been issued.
 
 5. STOCK
        OPTIONS
 
 The
        fair
        value of each option grant is estimated on the date of the grant using the
        Black-Scholes option-pricing model with the following weighted-average
        assumptions used for grants issued for the year ended June 30, 2006: dividends
        yield of 0%, expected volatility of 66.67% exercise price of $.25, risk free
        rate of 3% and expected life of 5 years. For the year ended June 30, 2006,
        the
        Company issued 500,000 stock options. The Company recorded an expense of
        $5,400
        which is included in the statements of operations for the year ended June
        30,
        2006.
 
 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
        from related parties, and equity funding as needed, which will enable the
        Company to operate for the coming year.








F-12
 **Table
          of Contents**






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





Not
      applicable





**ITEM
      8A. CONTROLS AND PROCEDURES**





Based
      on
      their evaluation as of the date within 90 days of the filing of this Annual
      Report on Form 10-KSB, our Chief Executive Officer and Chief Financial Officer
      have concluded that our disclosure controls and procedures as defined in Rules
      13a-15(e) and 15d-15(e) under the Securites Exchange Act of 1934 (the "Exchange
      Act") are effective to ensure that information required to be disclosed by
      us in
      reports that we file or submit under the Exchange Act are recorded, processed,
      summarized and reported within the time periods specified in Securities and
      Exchange Commission rules and forms.





There
      were no significant changes in our internal controls or in other factors that
      could significantly affect these controls subsequent to the date of their
      evaluation and up to the filing date of this Annual Report on Form 10-KSB.
      There
      were no significant deficiencies or material weaknesses, and therefore there
      were no corrective actions taken.





It
      should
      be noted that any system of controls, however well designed and operated, can
      provide only reasonable, and not absolute, assurance that the objectives of
      the
      system are met.







**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
            
            PositionAlbert
                P. Folsom
            
            67
            
            President
                and DirectorRaymond
                A. Hatch
            
            71
            
            DirectorMichael
                F. Reuling
            
            62
            
            DirectorRobert
                O'Connell
            
            57
            
            Manager
                - Advertising and MediaThomas
                Lieb
            
            47
            
            Manager
                - Store OperationsDal
                Brickenden
            
            59
            
            Advertising
                ConsultantClete
                J. Thill
            
            66
            
            Retail
                Consultant























-12-


**Table
          of Contents**


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.








-13-


**Table
          of Contents**





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.





-14-


**Table
          of Contents**














**Thomas
      Leib, 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.
































-15-


**Table
          of Contents**







**ITEM
      10. EXECUTIVE COMPENSATION**





The
      following table sets forth information for the years ended June 30, 2006 and
      2005 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, 2006 and 2005.





Summary
                  Compensation TableLong-TermAnnual
                  Compensation
              
              CompensationName
                  and Principal Position
              
              Year
              
              Salary
              
              Bonus
              
              OtherPresident
                  and Chief Executive OfficerAlbert
                  P. Folsom
              
              2006
              
              $
                  72,000
              (a)
              $
                  -
              
              $
                  -2005
              
              $
                  72,000
              (a)
              $
                  -
              
              $
                  -(a)
                  The amount has been accrued as of June 30, 2006 and 2005






**ITEM11.
      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 October 9, 2006 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
                  StockName
                  and Address
              
              Ownership
              
              Beneficially
                  OwnedAlbert
                  P. Folsom
              
              14.78%
              
              3,337,500
              
              (1,2)Amtel
                  Communications, Inc.
              
              14.78%
              
              3,337,500
              
              (3)Raymond
                  A. Hatch
              
              1.10%
              
              250,000
              
              (4)Starbright
                  Nmg, Limited Partnership
              
              2.20%
              
              500,000
              
              (5)All
                  officers and directors as a group
              
              32.81%
              
              3,281,000




*
      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 Martin and Associates, #2100-1066 West Hastings Street,
      Vancouver, British Columbia, Canada V6E 3X2 and the principal stockholder of
      Amtel is Rurik Trust, a Grand Cayman Islands Trust formed in 1986.







-16-


**Table
          of Contents**


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





(5)   The
      address of Starbright Mmg, Limited Partnership is c/o Corporate House, 320
      1100
      Melville VC 6 4A6.




(6)  Includes
      3,337,500 shares owned by Folsom Family Holdings. See Footnote 1.




(7)  As
      of
      September 1, 2005, there are 22,368,940 shares of common stock
      outstanding.







**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,
      2006 and 2005. Interest expense on these advances was $49,244 and $45,577 for
      the years ended June 30, 2006 and 2005, respectively, and $280,817 for the
      period June 28, 1996 (Date of Formation) through June 30, 2006. All interest
      has
      been accrued. All of such advances have been made on a demand loan basis. The
      Company does not have a formal loan agreement with Amtel.





The
      Company entered into an agreement with Albert Folsom ("Folsom"), the Company's
      President and Chief Executive Officer, for consulting services to be performed
      on behalf of the Company. Folsom received consulting fees for the year ended
      June 30, 2006 and 2005 of $72,000 and $72,000 and $216,000 for the period June
      28, 1996 (Date of Formation) through June 30, 2006, respectively. The Company
      owed Folsom $496,739 and $334,344 at June 30, 2006 and 2005, respectively.
      Interest expense was $22,384 and $20,185 for the years ended June 30, 2006
      and
      2005, respectively, and $117,657 for the period June 28, 1996 (Date of
      Formation) through June 30, 2006. All consulting and 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.





















































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**Table
          of Contents**








**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:





Page1996
                Financial Documents:Independent
                Auditors’ Report
            F-1Balance
                Sheets, June 30, 2006 and 2005
            F-2Statements
                of Operations, Years Ended June 30, 2006, 2005 and the Period June
                28,
                1996 (Date of Formation) Through June 30, 2006
            F-3Statements
                of Stockholders’ Deficiency for the Period June 28, 1996 (Date of
                Formation) through June 30, 2006
            F-4
                - F-5Statements
                of Cash Flows, Years Ended June 30, 2006, and 2005 and the Period
                June 28,
                1996 (Date of Formation) through June 30, 2006
            F-
                6Notes
                to Financial Statements
            F-
                7 - F-10


















































-18-








**Table
          of Contents**

















1.  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, 2006





(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
            Title3
                (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, 199910
                (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, 1999.10
                (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.














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**Table
          of Contents**





**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND
      SERVICES**





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





*Audit
      Fees* .
      Audit
      fees expected to be billed to us by Madsen & Associates, CPA's Inc. for the
      audit of financial statements included in our Annual Reports on Form 10-KSB,
      and
      reviews of the financial statements included in our Quarterly Reports on Form
      10-QSB, for the years ended June 30, 2006 and 2005 are approximately 3,500
      and
      $3,500, respectively.





*Audit-Related
      Fees* .
      We have
      been billed $-0- and $-0- by Madsen & Associates, CPA's Inc. for the fiscal
      years ended June 30, 2006 and 2005, respectively, for the assurance and related
      services that are reasonably related to the performance of the audit or review
      of our financial statements and are not reported under the caption "Audit Fees"
      above.





*Tax
      Fees* .
      We have
      been billed an aggregate of $-0- and $-0- by Madsen & Associates, CPA's Inc.
      for the fiscal years ended June 30, 2006 and 2005, respectively, for tax
      services.





*All
      Other Fees* .
      We have
      been billed an aggregate of $-0- and $-0- by Madsen & Associates, CPA's Inc.
      for the fiscal years ended June 30, 2006 and 2005, respectively, for permitted
      non-audit services.





*Other
      Matters* .
      The
      Audit Committee of the Board of Directors has considered whether the provision
      of the Audit-Related Fees, Tax Fees and All Other Fees are compatible with
      maintaining the independence of our principal accountant.





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





The
      Audit
      Committee approved 100% of the services to be rendered by Madsen &
Associates, CPA's Inc. for the audit of financial statements included in our
      Annual Reports on Form 10-KSB and reviews of the financial statements included
      in our Quarterly Reports on Form 10-QSB, for the years ended June 20, 2006
      and
      2005.





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





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**Table
          of Contents**





**SIGNATURES**





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






PURCHASE
              POINT
              MEDIA CORPORATIONDate: October
              13, 2006
            By:
            /s/Albert
              P.
              FolsomAlbert
              P. FolsomPresident
              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









































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