**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC 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 fiscal year ended June 30, 2007****OR****o**
              **TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934****For
                  the transition period from  ______________ to
                  ______________**




Commission
        file number **:  000-25385**


**PURCHASE
      POINT MEDIA CORPORATION**


**(Name
      of small business issuer in its charter)**




**MINNESOTA**
            **41-1853993**(State
                or other jurisdictionof
              incorporation
                or organization)
            (IRS
                Employer
              Identification
                No.)






**6950
                  Central Highway, Pennsauken, NJ**
            **08109**(Address
                of principal executive offices)
            (Zip
                Code)




(856)
          488-9333
 (Issuer’s
        telephone number)








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 not required to file reports to Section
        13 or
        15(d)Of the Act.    o Yes   
o
        No
 
 Indicate
        by check mark whether the registrant (1) has filed all reports required to
        be
        filed by Section 13 or 15(d) of the Securities  Exchange Act of 1934
        during the preceding 12 months (or for such shorter period that the registrant
        was required to file such reports), and (2) has been subject to such filing
        requirements for the past 90 days.  x Yes     o No
 
 Indicate
        by check mark if disclosure of delinquent filers pursuant to Item 405 of
        Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
        be contained, to the best of registrant's knowledge, in definitive proxy
        or
        information statements incorporated by reference in Part III of this Form
        10-K
        or any amendment to this Form 10-K. x
  Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).   o
        Yes   x No
 
 Registrant’s
        revenues for its fiscal year ended June 30, 2007: $-0-
 
 The
        aggregate market value of the voting and non-voting common equity of the
        registrant held by non-affiliates (for this purpose, persons and entities
        other
        than executive officers, directors, and 5% or more shareholders) of the
        registrant, as of October 4, 2007, was $2,068,881.
 
 Number
        of
        shares of Common Stock outstanding as of October 4, 2007:
        98,503,940.
 
 Documents
        incorporated by reference:  None






Table
            of Contents




TABLEOF
      CONTENTS PAGE**PART
                  I.**Item
                  1.
              Description
                  of Business
              3Item
                  2.
              Description
                  of Property
              10Item
                  3.
              Legal
                  Proceedings
              10Item
                  4.
              Submission
                  of Matters to a Vote of Security
                  Holders
              10**PART
                  II.**Item
                  5.
              Market
                    for Common Equity, Related Stockholder Matters and Small
                    Business Issuer Purchases of Equity Securities
              11Item
                  6.
              Management’s
                  Discussion and Analysis or Plan of
                  Operations
              11Item
                  7.
              Financial
                  Statements
              16Item
                  8.
              Changes
                  In and Disagreements with Accountants on Accounting and
                  Financial Disclosure
              30Item
                  8A.
              Controls
                    and Procedures
              30**PART
                  III.**Item
                  9.
              Directors,
                    Executive Officers, Promoters, Control Persons and
                    Corporate Governance; Compliance with Section 16(a) of the Exchange
                    Act
              30Item
                  10.
              Executive
                  Compensation
              33Item
                  11.
              Security
                  Ownership of Certain Beneficial Owners and Management
                  and Related Stockholder Matters
              33Item
                  12.
              Certain
                  Relationships and Related Transactions, and Director
                  Independence
              34Item
                  13.
              Exhibits
              34Item
                  14.
              Principal
                  Accountant Fees and Services
              35


Table
          of Contents


**PART
      I**


*This
        Annual Report on Form 10-KSB contains forward-looking statements that have
        been made pursuant to the provisions of Section 27A of the Securities Act
        of 1933, Section 21E of the Securities Exchange Act of 1934, and the
        Private Securities Litigation Reform Act of 1995 and concern matters that
        involve risks and uncertainties that could cause actual results to differ
        materially from historical results or from those projected in the
        forward-looking statements. Discussions containing forward-looking statements
        may be found in the material set forth under “Business,” “Management’s
        Discussion and Analysis of Financial Condition and Results of Operations” and in
        other sections of this Form 10-KSB. Words such as “may,” “will,” “should,”
“could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “continue” or similar words are intended to identify
        forward-looking statements, although not all forward-looking statements contain
        these words. Although we believe that our opinions and expectations reflected
        in
        the forward-looking statements are reasonable as of the date of this Report,
        we
        cannot guarantee future results, levels of activity, performance or
        achievements, and our actual results may differ substantially from the views
        and
        expectations set forth in this Annual Report on Form 10-KSB. We expressly
        disclaim any intent or obligation to update any forward-looking statements
        after
        the date hereof to conform such statements to actual results or to changes
        in
        our opinions or expectations.*
  *Readers
        should carefully review and consider the various disclosures made by us in
        this
        Report, set forth in detail in Part I, under the heading “Risk Factors,” as
        well as those additional risks described in other documents we file from
        time to
        time with the Securities and Exchange Commission, which attempt to advise
        interested parties of the risks, uncertainties, and other factors that affect
        our business. We undertake no obligation to publicly release the results
        of any
        revisions to any forward-looking statements to reflect anticipated or
        unanticipated events or circumstances occurring after the date of such
        statements.*
  
 **Item1. Description
        of
        Business**
 
 **General**
  Purchase
        Point Media Corporation (“PPMC”, the “Company”, “we” or “us”), was organized
        under the laws of the State of Minnesota on June 28, 1996. PPMC, through
        the
        acquisition in 1997, of a Nevada corporation of the same name, acquired the
        trademark, patent and exclusive marketing rights to, and has invested over
        one
        million dollars in the development of a grocery cart advertising display
        device
        called the last word®, a clear plastic display panel that attaches to the back
        of the child’s seat section in supermarket shopping carts. As of June 30, 2007,
        the Company was still in the development stage and was not an operating company,
        and there was no assurance that the selling of advertising space to national
        advertisers would be developed or that the Company would achieve a profitable
        level of operation. Our Board of Directors accordingly determined that the
        Company should acquire a business and transfer our then existing business
        relating to the development of***last* word® to our
        subsidiary The Last Word, Inc. Shares of this subsidiary are planned to be
        distributed to our stockholders as a dividend as described immediately
        below.
 
 
 **Recent
        Developments**
 
 *Acquisition
        of Power Sports Factory*
 
 On
        April
        24, 2007, we entered into a Share Exchange and Acquisition Agreement (the
“Share
        Exchange Agreement”), by and among PPMC, Power Sports Factory, Inc., a Delaware
        corporation with offices in Pennsauken, New Jersey (“PSF” or “Power Sports
        Factory”), and the shareholders of PSF. The Share Exchange Agreement provided
        for our acquiring all of the outstanding shares of PSF in exchange for shares
        of
        PPMC Common Stock. We have filed Information Statements on May 4 and May
        14,
        2007 with the SEC, under the Securities Exchange Act of 1934, as amended,
        with
        regard to a 1:20 reverse split (the “Reverse Split”) of our outstanding common
        stock in connection with the Share Exchange Agreement, as well as changing
        our
        name to Power Sports Factory, Inc. On May 14, 2007, we issued 60,000,000
        shares
        of Common Stock to Stanislav Rubakh, the major shareholder of PSF, and on
        August
        31, 2007, entered into an amendment (the “Amendment”) to the Share Exchange
        Agreement, that provided for a completion of the acquisition of PSF at a
        closing
        (the “Closing”) which was held on September 5, 2007. At the closing the Company
        issued 1,650,000 shares of a new Series B Convertible Preferred Stock (the
        “Preferred Stock”) to the shareholders of PSF, to complete the acquisition of
        PSF by us.  Each share of Preferred Stock is convertible into 10
        shares of our Common Stock following effectiveness of the Reverse Split,
        at
        which time, each share of Preferred Stock is automatically converted into
        10
        shares of Common Stock.
 
 As
        soon
        as practicable following the filing of this Annual Report, we intend to file
        a
        further Information Statement with the SEC with regard to the Reverse Split
        and
        the change of our Company’s name to Power Sports Factory,
        Inc.  Following completion of SEC review of the Information Statement,
        we would be able to mail the Definitive Information Statement to stockholders
        and proceed to make the Reverse Split and name change effective.
 
 3
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            of Contents
 
 *Planned
        Share Dividend of last**word® Business*
 
 To
        distribute the existing business of the Company as of the close of our last
        fiscal year to our stockholders, the Board of Directors of PPMC has declared
        a
        dividend, payable in common stock of our subsidiary holding our *last*
        word® technology**,** at the rate of one share of common stock of
        this subsidiary for each share of common stock of PPMC owned on the record
        date.
        The Board of Directors of PPMC has fixed May 2, 2007, as the record date
        for
        this share dividend, with a payment date as soon as practicable
        thereafter.  Prior to the payment of this dividend, our subsidiary
        holding the *last* word® technology will have to file a Form 10 with, and
        have the filing declared effective by, the SEC.  We plan to file the
        Form 10 as soon as practicable following the filing of this Annual
        Report.
 
 **Business
        of Power Sports Factory**
 
 Power
        Sports Factory, Inc., is a Delaware corporation formed in June, 2003, that
        imports, markets, distributes and sells motorcycles and scooters. Through
        PSF’s
        manufacturing relationships in China, it began to import and sell powersports
        products in the United States. Its products have been marketed mainly under
        the
“Strada” and “Yamati” brands. At the beginning of 2007, PSF made the
        determination to focus primarily on the sales and distribution of motorscooters.
        PSF now sells the motorscooters that it imports primarily to retail distributors
        and a small portion through the internet. The majority of the scooters range
        in
        size from 50cc to 250cc.
 
 On
        May
        15, 2007, PSF signed an exclusive licensing agreement with Andretti IV,
        LLC. Andretti IV, LLC, has the rights to the personal name, likeness and
        endorsement rights of certain members of the Mario Andretti family. This
        agreement allows PSF to use the Andretti name to brand scooters for the next
        10
        years assuming minimum license fees are met.
 
 We
        have a
        manufacturing arrangement with one of the largest manufacturers in China
        and we
        purchase from other manufacturers from time to time.
 
 *Market
        for our Products*
 
 According
        to the Motorcycle Industry Council, an organization that provides sales
        information for the motorcycle industry, sales of motorcycles in the United
        States in 2006 modestly increased to 1,022,332 units (including scooters,
        street
        bikes, off-road bikes and dual sport vehicles (vehicles used both on and
        off
        streets). This was slightly higher than the 1,009,588 units sold in the United
        States in 2005, representing a 1.3% increase. These statistics generally cover
        sales of the major U.S. and Japanese brands.
 
 *Product
        Warranty Policies*
 
 Our
        product warranty policy is two years on major parts and three years on engines.
        In addition, the manufacturers of our parts and vehicles have their own warranty
        policies that limit our financial exposure to a certain extent during the
        first
        year of the warranty on major parts.
 
 *Marketing*
 
 We
        have
        two employees (other than our officers) involved in sales and marketing.
        We have
        relationships with over 100 dealers.
 
 We
        use a
        creative agency to handle all the advertising and marketing programs for
        our
        products and also rely on our retailers for sales.
  4
 Table
            of Contents
  *Competition*
 
 The
        motorscooter industry is highly competitive. The Company’s competitors include
        specialty companies as well as large motor vehicle companies with diversified
        product lines. Competitors of the company in the motorcycle and scooter category
        include Honda, Yamaha, Piaggio/Vespa, Keeway, Genuine Motor Company, Kymco,
        United Motors and Vento Motorcycles. A number of our competitors have
        significantly greater financial, technological, engineering, manufacturing,
        sales, marketing and distribution resources than Power Sports Factory. Their
        greater capabilities in these areas may enable them to better withstand periodic
        downturns in the motorscooter industry, compete more effectively on the basis
        of
        price and production and more quickly develop new products. In addition,
        new
        companies may enter the markets in which Power Sports Factory competes, further
        increasing competition. Power Sports Factory believes its ability to compete
        successfully depends on a number of factors including the strength of licensed
        brand names, effective advertising and marketing, impressive design, high
        quality, and value.
  Additionally,
        our manufacturers may have relationships with our competitors in some or
        all
        markets or product lines.  Pricing and supply commitments may be more
        favorable to our competitors.  Power Sports Factory may not be able to
        compete successfully in the future, and increased competition may adversely
        affect our financial results.
 
 We
        believe that market penetration in this segment is difficult and, among other
        things, requires significant marketing and sales expenditures. Competition
        in
        this market is based upon a number of factors, including price, quality,
        reliability, styling, product features, customer preference, and warranties.
        We
        intend to compete based on competitively based pricing, quality of product
        offering, service, support, and styling.
  *Government
        Regulation*
 
 The
        motorcycles and scooters we distribute are subject to certification by the
        U.S.
        Environmental Protection Agency (“EPA”) for compliance with applicable emissions
        and noise standards, and by California regulatory authorities with respect
        to
        emissions, tailpipe, and evaporative emissions standards. All motorscooters,
        components and manufactured parts are subject to Department of Transportation
        (“DOT”) standards. Certain states have minimum product and general liability and
        casualty insurance liability requirements prior to granting authorizations
        or
        certifications to distributors to sell motor vehicles and scooters. Without
        this
        insurance we are not permitted to sell these vehicles to motor vehicle dealers
        in certain states. We have secured, a policy of $2 million. While we believe
        that this policy limit will be sufficient initially in order to qualify us
        to do
        business, the insurance requirements that are imposed upon us may vary from
        state to state, and will increase if and as sales increase or as the products
        we
        offer increase in variety. Additionally, these insurance limits do not represent
        the maximum amounts of our actual potential liability and motor vehicle
        liability tort claims may exceed these claim amounts substantially. No assurance
        can be made that we will be able to satisfy each state’s insurance coverage
        requirements or that we well be able to maintain the policy limits necessary
        from time to time in order to permit sales of our products in various
        jurisdictions that require such coverage and, if a liability arises, no
        assurance can be made that these insurance limits will be
        sufficient.
 
 *Agent
        for Service of Process*
 
 To
        comply
        and maintain with Federal regulations under National Highway Traffic Safety
        Administration (“NHTSA”), we act as Agent for Service of Process for all the
        products manufactured under the “Yamati” and “Strada” brand names.
 
 **Intellectual
        Property**
 
 We
        have
        applied for trademarks for our “Power Sports Factory” and “Yamati” brand names
        with the U.S. Patent and Trademark Office.
 
 **Employees**
 
 As
        of
        October 1, 2007, we had approximately five employees (excluding our two
        executive officers), all of whom are employed at our Pennsauken, New Jersey
        offices. All of our employees were employed on a full-time basis including
        one
        executive, two salespersons, one administrative persons and one technical
        person. We are not a party to a collective bargaining agreement with our
        employees and we believe that our relationship with our employees is
        satisfactory.
 
 5
 Table
            of Contents
 
 **Risk
        Factors**
 
 *We
        will require additional financing to sustain operations and, without it,
        we may
        not be able to continue operations.*
 
 We
        require additional financing to sustain operations. Our inability to raise
        additional working capital at all or to raise it in a timely manner may
        negatively impact our ability to fund the operations, to generate revenues,
        and
        to otherwise execute the business plan, leading to the reduction or suspension
        of the operations and ultimately termination of the business. If we obtain
        additional financing by issuing debt securities, the terms of these securities
        could restrict or prevent the Company from paying dividends and could limit
        flexibility in making business decisions.
  *Our
        future success depends on our ability to respond to changing consumer demands,
        identify and interpret trends in the industry and successfully market new
        products.*
  The
        motor
        scooter industry is subject to rapidly changing consumer demands, technological
        improvements and industry standards. Accordingly, we must identify and interpret
        vehicle trends and respond in a timely manner. Demand for and market acceptance
        of new products are uncertain and achieving market acceptance for new products
        generally requires substantial product development and marketing efforts
        and
        expenditures. If we do not continue to meet changing consumer demands and
        develop successful product lines in the future, the Company’s growth and
        profitability will be negatively impacted.  If radical changes in
        transportation technology occur, it could significantly diminish demand for
        our
        products. If we fail to anticipate, identify or react appropriately to changes
        in product style, quality and trends or we are not successful in marketing
        new
        products, we could experience an inability to profitably sell our products
        even
        at lower cost margins.   These risks could have a severe negative
        effect on our results of operations or financial condition.
  *Our
        product offering is currently heavily concentrated.*
  The
        Company currently concentrates on the sale of motor scooters.  If
        consumer demand for motor scooters in general, or the Company’s offerings
        specifically, wanes or fails to grow, our ability to sell motor scooters
        may be
        significantly impacted.
  *Our
        business and the success of our products could be harmed if Power Sports
        Factory
        is unable to maintain their brand image.*
  Our
        success is heavily dependent upon the market acceptance of our Andretti and
        Yamati branded lines of motor scooters.  If we are unable to timely
        and appropriately respond to changing consumer demand, the brand names and
        brand
        images Power Sports Factory distributes may be impaired. Even if we react
        appropriately to changes in consumer preferences, consumers may consider
        those
        brand images to be outdated or associate those brands with styles of vehicles
        that are no longer popular.  We invest significantly in our branded
        presentation to the marketplace.  Lack of acceptance of our brands
        will have a material impact on the performance of the Company.
  *Our
        business could be harmed if we fail to maintain proper inventory
        levels.*
 
 We
        place
        orders with manufacturers for most products prior to the time we receive
        customers’ orders. We do this to minimize purchasing costs, the time necessary
        to fill customer orders and the risk of non-delivery. However, we may be
        unable
        to sell the products we have ordered in advance from manufacturers or that
        we
        have in inventory. Inventory levels in excess of customer demand may result
        in
        inventory write-downs, and the sale of excess inventory at discounted prices
        could significantly impair brand image and have a material adverse effect
        on
        operating results and financial condition. Conversely, if we underestimate
        consumer demand for our products or if our manufacturers fail to supply the
        quality products that we require at the time we need them, the Company may
        experience inventory shortages. Inventory shortages might delay shipments
        to
        customers, negatively impact retailer and distributor relationships, and
        diminish brand loyalty.
  *Our
        products are subject to extensive international, federal, state and local
        safety, environmental and other government regulation that may require us
        to
        incur expenses, modify product offerings or cease all or portions of our
        business in order to maintain compliance with the actions of
        regulators.*
 
 Power
        Sports Factory must comply with numerous federal and state regulations governing
        environmental and safety factors with respect to its products and their use.
        These various governmental regulations generally relate to air, water and
        noise
        pollution, as well as safety standards. If we are unable to obtain the necessary
        certifications or authorizations required by government standards, or fail
        to
        maintain them, business and future operations would be harmed
        seriously.
  6
 Table
            of Contents
  Use
        of
        motorcycles and scooters in the United States is subject to rigorous regulation
        by the EPA, and by state pollution control agencies. Any failure by the Company
        to comply with applicable environmental requirements of the EPA or state
        agencies could subject the Company to administratively or judicially imposed
        sanctions such as civil penalties, criminal prosecution, injunctions, product
        recalls or suspension of production. Additionally, the Consumer Product Safety
        Commission exercises jurisdiction when applicable over the Company’s product
        categories.
  The
        Company’s business and facilities also are subject to regulation under various
        federal, state and local regulations relating to the sale of its products,
        operations, occupational safety, environmental protection, hazardous substance
        control and product advertising and promotion. Failure to comply with any
        of
        these regulations in the operation of the business could subject the Company
        to
        administrative or legal action resulting in fines or other monetary penalties
        or
        require the Company to change or cease business.
 
 We
        believe that the manufacturing facilities in China for the motorcycles and
        scooters that we import are in compliance with applicable environmental
        regulations. However, if such entities are not in compliance, or are unable
        to
        indemnify us, we may be subject to liability.
 
 *A
        significant adverse determination in any material product liability claim
        against the Company could adversely affect our operating results or financial
        condition.*
  Accidents
        involving personal injury and property damage occur in the use of Power Sports
        Factory’s  products.  It is our policy to vigorously defend
        against these actions. Product liability insurance is presently maintained
        by
        the Company on a “claims made” basis in the amount of $1,000,000 per occurrence
        and $2,000,000 in the general aggregate. While Power Sports Factory does
        not
        have any significant pending product liability litigation, no assurance can
        be
        given that material product liability claims against Power Sports Factory
        will
        not be made in the future. Adverse determination of material product liability
        claims made against Power Sports Factory or a lapse in coverage could adversely
        affect our operating results or financial condition.
  *Significant
        repair and/or replacement with respect to product warranty claims or product
        recalls could have a material adverse impact on the results of
        operations.*
 
 Power
        Sports Factory provides a limited warranty for its products for a period
        of
        twenty-four months and for engines, three years.  We may provide
        longer warranties in certain geographical markets as determined by local
        regulations and market conditions. Although we require that our manufacturing
        partners employ quality control procedures, sometimes a product is distributed
        which needs repair or replacement. Our standard warranties require us or
        our
        dealers to repair or replace defective products during such warranty periods
        at
        no cost to the consumer.
  *Our
        business is subject to seasonality and weather conditions that may cause
        quarterly operating results to fluctuate materially.*
  Motorcycle
        and scooter sales in general are seasonal in nature since consumer demand
        is
        substantially lower during the colder season in North America. We may endure
        periods of reduced revenues and cash flows during off-season months and be
        required to lay off or terminate some employees from time to time. Building
        inventory during the off-season period could harm financial results if
        anticipated sales are not realized. Further, if a significant number of dealers
        are concentrated in locations with longer or more intense cold seasons, or
        suffer other weather conditions, such as Katrina on the Gulf Coast, a lack
        of
        consumer demand may impact adversely the Company’s financial
        results.
  *Power
        Sports Factory faces intense competition, including competition from companies
        with significantly greater resources, and if Power Sports Factory is unable
        to
        compete effectively with these companies, market share may decline and business
        could be harmed.*
  The
        motorcycle and scooter industry is highly competitive. Our competitors include
        specialty companies as well as large motor vehicle companies with diversified
        product lines. Many of our competitors have significantly greater financial,
        technological, engineering, manufacturing, sales, marketing and distribution
        resources than the Company. Their greater capabilities in these areas may
        enable
        them to better withstand periodic downturns in the recreational vehicle
        industry, compete more effectively on the basis of price and production and
        more
        quickly develop new products. In addition, new companies may enter the markets
        in which Power Sports Factory competes, further increasing competition.
        Additionally, our manufacturers may have relationships with our competitors
        in
        some or all markets or product lines.  Pricing and supply commitments
        may be more favorable to our competitors.  Power Sports Factory may
        not be able to compete successfully in the future, and increased competition
        may
        adversely affect our financial results.
 7
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              of Contents
 *We
        have an exclusive licensing arrangement for a significant portion of our
        product
        offering.*
  Our
        exclusive marketing arrangement with Andretti IV, LLC., requires us to pay
        Andretti IV a certain minimum payment per year.  If we do not make the
        minimum payment, we may lose our exclusive license. Our licensing fee is
        a fixed
        cost according to the agreement which may cause us to be inflexible in our
        pricing structure.
  *The
        failure of certain key manufacturing suppliers to provide us with scooters
        and
        components could have a severe and negative impact on our
        business.*
 
 At
        this
        time, we purchase scooters from several Chinese manufacturers and we rely
        on a
        small group of suppliers to provide us with components for our products,
        some of
        whom are located outside of the United States. If the manufacturers or these
        suppliers become unwilling or unable to provide the scooters and components,
        there are a limited number of alternative manufacturers or suppliers who
        could
        provide them. Changes in business conditions, wars, governmental changes,
        and
        other factors beyond our control or which we do not presently anticipate,
        could
        affect our ability to receive the scooters and components from our manufacturer
        and suppliers. Further, it could be difficult to find replacement components
        if
        our current suppliers fail to provide the parts needed for these products.
        A
        failure by our major suppliers to provide scooters and these components could
        severely restrict our ability to manufacture our products and prevent us
        from
        fulfilling customer orders in a timely fashion.
 
 We
        are
        currently negotiating for exclusive design and products from manufacturers
        that,
        in addition to other terms, will require us to make minimum purchase
        commitments.  If we do not make the minimum amount of purchases under
        the agreement, we may lose our exclusive rights to certain products and
        designs.  Additionally we may have to agree to offer reciprocal
        purchasing exclusivity which could increase risks associated with single
        source
        supplying such as pricing, quality control, timely delivery and market
        acceptance of designs.
 
 *Our
        business is subject to risks associated with offshore
        manufacturing.*
  We
        import
        motorcycles and scooters into the United States from China for resale. All
        of
        our import operations are subject to tariffs and quotas set by the U.S. and
        Chinese governments through mutual agreements or bilateral actions. In addition,
        China, where our products are manufactured may from time to time impose
        additional new quotas, duties, tariffs or other restrictions on our imports
        or
        exports, or adversely modify existing restrictions. Adverse changes in these
        import costs and restrictions, or our suppliers’ failure to comply with customs
        regulations or similar laws, could harm our business.
  Our
        operations are also subject to the effects of international trade agreements
        and
        regulations such as the North American Free Trade Agreement, the Caribbean
        Basin
        Initiative and the European Economic Area Agreement, and the activities and
        regulations of the World Trade Organization. Trade agreements can also impose
        requirements that adversely affect our business, such as setting quotas on
        products that may be imported from a particular country into our key market,
        the
        United States. In fact, some trade agreements can provide our competitors
        with
        an advantage over us, or increase our costs, either of which could have an
        adverse effect on our business and financial condition.
 
 In
        addition, the recent elimination of quotas on World Trade Organization member
        countries by 2005 could result in increased competition from developing
        countries which historically have lower labor costs, including China. This
        increased competition, including from competitors who can quickly create
        cost
        and sourcing advantages from these changes in trade arrangements, could have
        an
        adverse effect on our business and financial condition.
  Our
        ability to import products in a timely and cost-effective manner may also
        be
        affected by problems at ports or issues that otherwise affect transportation
        and
        warehousing providers, such as labor disputes or increased U.S. homeland
        security requirements. These issues could delay importation of products or
        require us to locate alternative ports or warehousing providers to avoid
        disruption to our customers. These alternatives may not be available on short
        notice or could result in higher transit costs, which could have an adverse
        impact on our business and financial condition.
  8
 Table
            of Contents
 
 *Our
        international operations expose us to political, economic and currency
        risks.*
  All
        of
        our products came from sources outside of the United States. As a result,
        we are
        subject to the risks of doing business abroad, including:
  •
              currency
                  fluctuations;
  •
              changes
                  in tariffs and taxes;
  •
              political
                  and economic instability; and
  •
              disruptions
                  or delays in shipments.
  
 Changes
        in currency exchange rates may affect the relative prices at which we are
        able
        to manufacture products and may affect the cost of certain items required
        in our
        operation, thus possibly adversely affecting our profitability.
 
 There
        are
        inherent risks of conducting business internationally. Language barriers,
        foreign laws and customs and duties issues all have a potential negative
        effect
        on our ability to transact business in the United States. We may be subject
        to
        the jurisdiction of the government and/or private litigants in foreign countries
        where we transact business, and we may be forced to expend funds to contest
        legal matters in those countries in disputes with those governments or
        with  customers or suppliers.
  *We
        may suffer from infringements or piracy of our trademarks, designs, brands
        or
        products.*
  We
        may
        suffer from infringements or piracy of our trademarks, designs, brands or
        products in the U.S. or globally.  Some jurisdictions may not honor
        our claims to our intellectual properties. In addition, we may not have
        sufficient legal resources to police or enforce our rights in such
        circumstances.
  *Unfair
        trade practices or government subsidization may impact our ability to compete
        profitably.*
  In
        an
        effort to penetrate markets in which the Company competes, some competitors
        may
        sell products at very low margins, or below cost, for sustained periods of
        time
        in order to gain market share and sales.  Additionally, some
        competitors may enjoy certain governmental subsidations that allow them to
        compete at substantially lower prices.  These events could
        substantially impact our ability to sell our product at profitable
        prices.
  *If
        Power Sports Factory markets and sells its products in international markets,
        we
        will be subject to additional regulations relating to export requirements,
        environmental and safety matters, and marketing of the products and
        distributorships, and we will be subject to the effects of currency fluctuations
        in those markets, all of which could increase the cost of selling products
        and
        substantially impair the ability to achieve  profitability in foreign
        markets.*
 
 As
        a part
        of our marketing strategy, Power Sports Factory plans to market and sell
        its
        products internationally. In addition to regulation by the U.S. government,
        those products will be subject to environmental and safety regulations in
        each
        country in which Power Sports Factory markets and sells. Regulations will
        vary
        from country to country and will vary from those of the United States. The
        difference in regulations under U.S. law and the laws of foreign countries
        may
        be significant and, in order to comply with the laws of these foreign countries,
        Power Sports Factory may have to implement manufacturing changes or alter
        product design or marketing efforts. Any changes in Power Sports Factory’s
        business practices or products will require response to the laws of foreign
        countries and will result in additional expense to the Company.
 
 Additionally,
          we may be required to obtain certifications or approvals by foreign governments
          to market and sell the products in foreign countries. We may also be required
          to
          obtain approval from the U.S. government to export the products. If we
          are
          delayed in receiving, or are unable to obtain import or export clearances,
          or if
          we are unable to comply with foreign regulatory requirements, we will be
          unable
          to execute our complete marketing strategy.
 9
 Table
              of Contents
  *We
        plan to significantly increase operating expenses related to advertising
        and the
        expansion of sales and support departments.*
  Because
        of our intent to launch the Andretti brand, we expect to incur significant
        expenditures in advertising and promotions introducing and maintaining
        visibility of the brand in the marketplace, assuming that the financial
        resources are available to do so.  We also intend to add significant
        personnel to our sales and support departments.  In the event that our
        advertising campaigns are not successful, and we do not realize significant
        increases in revenues, our financial results could be adversely
        affected.
 
 *Our
        plan to grow will place strains on the management team and other Company
        resources to both implement more sophisticated managerial, operational,
        technological and financial systems, procedures and controls and to train
        and
        manage the personnel necessary to implement those functions. The inability
        to
        manage growth could impede the ability to generate revenues and profits and
        to
        otherwise implement the business plan and growth strategies, which would
        have a
        negative impact on business.*
 
 If
        we
        fail to effectively manage growth, the financial results could be adversely
        affected. Growth may place a strain on the management systems and resources.
        We
        must continue to refine and expand the business development capabilities.
        This
        growth will require the Company to significantly improve and/or replace the
        existing managerial, operational and financial systems, procedures and controls,
        to improve the coordination between various corporate functions, and to manage,
        train, motivate and maintain a growing employee base. The Company’s performance
        and profitability will depend on the ability of the officers and key employees
        to: manage the business as a cohesive enterprise; manage expansion through
        the
        timely implementation and maintenance of appropriate administrative,
        operational, financial and management information systems, controls and
        procedures; add internal capacity, facilities and third-party sourcing
        arrangements as and when needed; maintain  quality controls; and
        attract, train, retain, motivate and effectively manage employees. The time
        and
        costs to implement these steps may place a significant strain on management
        personnel, systems and resources, particularly given the limited amount of
        financial resources and skilled employees that may be available at the time.
        We
        may not be able to successfully integrate and manage new systems, controls
        and
        procedures for the business, or even if we successfully integrate systems,
        controls, procedures, facilities and personnel, such improvements may not
        be
        adequate to support projected future operations. We may never recoup
        expenditures incurred during our growth. Any failure to implement and maintain
        such changes could have a material adverse effect on our business, financial
        condition and results of operations.
  *We
        may make acquisitions which could divert management’s attention, cause ownership
        dilution to stockholders and be difficult to integrate.*
  Given
        that our strategy envisions growing our business, we may decide that it is
        in
        the best interest of the Company to identify, structure and integrate
        acquisitions that are complementary to, or accretive with, our current business
        model. Acquisitions, strategic relationships and investments often involve
        a
        high degree of risk. Acquisitions can place a substantial strain on current
        operations, financial resources and personnel.  Successful
        integrations may not be achieved, or customers may become dissatisfied with
        the
        Company. We may also be unable to find a sufficient number of attractive
        opportunities, if any, to meet our objectives.
 
 **Item2. Description
        of
        Property**
 
 Our
        principal executive offices are located at our 6950 Central Highway, Pennsauken,
        New Jersey, and comprise an approximately 19,700 square foot facility, which
        is
        also the offices and warehouse for our motorcycle and scooter
        products.  We lease this facility under a lease expiring September 30,
        2008, with a monthly rental rate of $8,800 through September 30, 2007,
        increasing to $9,100 on October 1, 2007 through September 30, 2008.
 
 During
        our fiscal year ended June 30, 2007, we leased offices at 585 Southborough
        Drive, West Vancouver, BC, Canada, consisting of approximately 1,500 square
        feet
        of office space at a monthly rental rate of $1,500. This lease has been assumed
        by our *last* word® subsidiary.
  **Item3. Legal
        Proceedings**
 
 PPMC
        is
        not a party to any other litigation nor is its property the subject of any
        pending legal proceeding.
 
 **Item4. Submission
        of Matters
        to a Vote of Security Holders**
 
 N.A.
  10
 Table
            of Contents
 
 **PART
        II**
 
 **Item5. Market
        for Common
        Equity, Related Stockholder Matters and Small Business Issuer Purchases of
        Equity Securities**
 
 The
        Company's Common Stock trades on the OTC Bulletin Board of the National
        Association of Securities Dealers, Inc. ("NASD") under the symbol "PPMC."
        As of
        June 30, 2007, the Company had approximately 489 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.
 
 
 **High**
              ****
              ****
              **Low**Fiscal
                  Year 2008First
                  Quarter Ended September 30, 2007
              
              $
              0.065
              
              
              $
              0.03Fiscal
                  Year 2007First
                  Quarter Ended September 30, 2006
              
              $
              0.08
              
              
              $
              0.08Second
                  Quarter Ended December 31, 2006
              
              
              0.03
              
              
              
              0.02Third
                  Quarter Ended March 31, 2007
              
              
              0.01
              
              
              
              0.01Fourth
                  Quarter Ended June 30, 2007
              
              
              0.04
              
              
              
              0.02Fiscal
                  Year 2006First
                  Quarter Ended September 30, 2005
              
              $
              0.09
              
              
              $
              0.03Second
                  Quarter Ended December 31, 2005
              
              
              0.06
              
              
              
              0.01Third
                  Quarter Ended March 31, 2006
              
              
              0.08
              
              
              
              0.02Fourth
                  Quarter Ended June 30, 2006
              
              
              0.08
              
              
              
              0.02
 
 The
        Company has never paid a cash dividend on its Common Stock and does not
        anticipate paying dividends in the foreseeable future. It is the present
        policy
        of the Company's Board of Directors to retain earnings, if any, to finance
        the
        expansion of the Company's business. The payment of dividends in the future
        will
        depend on the results of operations, financial condition, capital expenditure
        plans and other cash obligations of the Company and will be at the sole
        discretion of the Board of Directors.
 
 **Item6. 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.
 
 11
 Table
            of Contents
 
 **Overview**
 
 The
        Company was organized under the laws of the State of Minnesota on June 28,
        1996.
        PPMC, through the acquisition in 1997, of a Nevada corporation of the same
        name,
        acquired the trademark, patent and exclusive marketing rights to, and has
        invested over one  million dollars in the development of a grocery
        cart advertising display device called the *last* word®, a clear plastic
        display panel that attaches to the back of the child’s seat section in
        supermarket shopping carts.
 
 The
        Company has been considered a
        development stage enterprise as defined in Financial Accounting Standards
        Board
        ("FASB") Statement No. 7, "Accounting and Reporting for Development Stage
        Companies".  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.
  **Plan
        of Operation**
 
 As
        of
        June 30, 2007, the Company was still in the development stage and was not
        an
        operating company, and there was no assurance that the selling of advertising
        space to national advertisers would be developed or that the Company would
        achieve a profitable level of operation. Our Board of Directors accordingly
        determined that the Company should acquire a business, which has been
        accomplished with the acquisition of Power Sports Factory on September 5,
        2007,
        and transfer our  existing business relating to the development of*last* word® to our subsidiary The Last Word, Inc.
 
 
 To
        distribute this existing business of the Company following the PSF acquisition,
        to our stockholders, the Board of Directors of PPMC has declared a dividend,
        payable in common stock of our subsidiary holding our *last* word®
technology**,** at the rate of one share of common stock of
        this
        subsidiary for each share of common stock of PPMC owned on the record date.
        The
        Board of Directors of PPMC has fixed May 2, 2007, as the record date for
        this
        share dividend, with a payment date as soon as practicable
        thereafter.  Prior to the payment of this dividend, our subsidiary
        holding the *last* word® technology will have to file a Form 10 with, and
        have the filing declared effective by, the SEC.  We plan to file the
        Form 10 as soon as practicable following the filing of this Annual
        Report.
  On
        April
        24, 2007, we entered into the Share Exchange Agreement with Power Sports
        Factory
        and the shareholders of Power Sports Factory. The Share Exchange Agreement
        provided for our acquiring all of the outstanding shares of PSF in exchange for
        shares of PPMC Common Stock. We have filed Information Statements on May
        4 and
        May 14, 2007 with the SEC, under the Securities Exchange Act of 1934, as
        amended, with regard to a 1:20 reverse split (the “Reverse Split”) of our
        outstanding common stock in connection with the Share Exchange Agreement,
        as
        well as changing our name to Power Sports Factory, Inc. On May 14, 2007,
        we
        issued 60,000,000 shares of Common Stock to Stanislav Rubakh, the major
        shareholder of PSF, and on August 31, 2007, entered into an amendment (the
        “Amendment”) to the Share Exchange Agreement, that provided for a completion of
        the acquisition of PSF at a closing (the “Closing”) which was held on September
        5, 2007. At the closing the Company issued 1,650,000 shares of a new Series
        B
        Convertible Preferred Stock (the “Preferred Stock”) to the shareholders of PSF,
        to complete the acquisition of PSF by us.  Each share of Preferred
        Stock is convertible into 10 shares of our Common Stock following effectiveness
        of the Reverse Split, at which time, each share of Preferred Stock is
        automatically converted into 10 shares of Common Stock.
 
 In
        addition, as soon as practicable following the filing of this Annual Report,
        we
        intend to file a further Information Statement with the SEC with regard to
        the
        Reverse Split and the change of our Company’s name to Power Sports Factory,
        Inc.  Following completion of SEC review of the Information Statement,
        we would be able to mail the Definitive Information Statement to stockholders
        and proceed to make the Reverse Split and name change effective.
 
 *Power
        Sports Factory*
 
 Power
        Sports Factory imports, markets, distributes and sells motorcycles and scooters.
        PSF now sells the motor scooters that it imports primarily to retail
        distributors and a small portion through the internet. We have an exclusive
        licensing agreement with Andretti IV, LLC. This agreement allows PSF to use
        the
        Andretti name to brand scooters for the next 10 years assuming minimum sales
        figures are met.
 
 We
        have a manufacturing arrangement
        with one of the largest manufacturers in China and we purchase from other
        manufacturers from time to time.
  12
 Table
            of Contents
  We
        plan
        to continue our product development and market a new line of scooters under
        our
        recently negotiated rights to the Andretti brand, which will require expansion
        of our sales force and dealer network.  We are now marketing and will
        continue marketing our lines of scooters under the “Strada” and “Yamati” brands.
        We are also planning to evaluate international markets, once we have our
        new
        brands established in the United States.
 
 For
        our
        increased inventory requirements and marketing efforts, as well as product
        development, we will require substantial additional financing.
 
 *Results
        of Operations Years ended June 30, 2007 and 2006*
 
 The
        net loss increased from
        approximately $236,850 for the year ended June 30, 2006 to approximately
        $443,600 for the year ended June 30, 2007.  The item of significant
        increase in the year ended June 30, 2007 over the comparable period of the
        prior
        year was a increase in general and administrative expenses from approximately
        $163,000 in 2006 to approximately $365,000 in 2007. The principal component
        of
        the increase in general and administrative expenses is an increase in consulting
        expense from approximately $79,000 in 2006 to $229,000 in 2007.
  **Liquidity**
 Prior
        to the acquisition of Power
        Sports Factory, we have had no operations that have generated any
        revenue.  We have had to rely entirely on private placements of
        Company stock to pay operating expenses.  At June 30, 2007 we had a
        working capital deficit of $1,841,336 as compared with a working capital
        deficit
        of $1,630,079 at June 30, 2006.  The increase in our working capital
        deficit is a result of the net loss incurred during the year ended June 30,
        2007.
 
 We
        will require substantial additional
        financing to maintain operations at Power Sports Factory, and to expand our
        operations to launch our new Andretti brand.
  **Critcal
        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
        February 2007, the FASB issued SFAS
        No. 159 (“SFAS 159”) “The Fair Value Option for Financial Assets and Financial
        Liabilities”, providing companies with an option to report selected financial
        assets and liabilities at fair value.  The Standard’s objective is to
        reduce both complexity in accounting for financial instruments and the
        volatility in earnings caused by measuring related assets and liabilities
        differently.  It also requires entities to display the fair value of
        those assets and liabilities for which the Company has chosen to use fair
        value
        on the face of the balance sheet.  SFAS 159 is effective for fiscal
        years beginning after November 15, 2007.  The Company is currently
        evaluating the impact of the adoption of this Statement on its financial
        statements.
 
 In
        September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, which
        enhances existing guidance for measuring assets and liabilities using fair
        value.  This Standard provides a single definition of fair value,
        together with a framework for measuring it, and requires additional disclosure
        about the use of fair value to measure assets and
        liabilities.    SFAS No. 157 is effective for financial
        statements issued for fiscal years beginning after November 15, 2007, and
        interim periods within those fiscal years.  The Company does not
        believe that SFAS No. 157 will have a material impact on its financial
        statements.
 
 
 13
 Table
            of Contents
  **Item7. Financial
        Statements**
 
 
 **Page**Report
                  of Independent Registered Public Accounting Firm
              14Balance
                  Sheet at June 30, 2007
              15Statements
                  of Operations, Years Ended June 30, 2007 and 2006 and the Period
                  June 28,
                  1996 (Date of Formation) Through June 30, 2007
              16Statements
                  of Stockholders’ Equity (Deficiency) for the Period June 28, 1996 (Date of
                  Formation) through June 30, 2007
              17Statements
                  of Cash Flows, Years Ended June 30, 2007 and 2006 and the Period
                  June 28,
                  1996 (Date of Formation) through June 30, 2007
              23Notes
                  to Financial Statements
              25
     14
 Table
            of Contents
 
 
 **MADSEN
        & ASSOCIATES, CPA’s INC.******
 **Certified
        Public Accountants and Business
        Consultants**
 684
        East
        Vine St . #3
 Murray,
        Utah  84107
 Telephone
        801-268-2632
 Fax
        801-262-3978
 
 
 
 
 Board
        of
        Directors
 Purchase
        Point Media Corporation
 
 
 **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, 2007,and the  related statements of operations, stockholders'
        equity, and cash flows for the years ended June 30, 2007 and 2006, and the
        period June 28, 1996 (date of inception) to June 30,
        2007.   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
        financial statement 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, 2007 and the results of  operations,
        and  cash flows for the years ended June 30, 2007 and 2006, in
        conformity with accounting principles generally accepted in the United States
        of
        America.
 
 The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern.  The Company   will
        need additional  working capital  for its planned activity
        and to service its debt, which raises substantial doubt about its ability
        to
        continue as a going concern. Management's plans in regard to these matters
        are
        described in the notes to the financial statements. These financial statements
        do not include any adjustments that might result from the outcome of this
        uncertainty.
 
 s/Madsen & Associates, CPA’s
        Inc.
 Murray,
        Utah
 October
        11,  2007
    15
 Table
            of Contents
   **PURCHASE
                  POINT MEDIA CORPORATION**
              ******(A
                  DEVELOPMENT STAGE COMPANY)**
              ******BALANCE
                  SHEET****ASSETS****June
                  30,**
              ********
              ****
              **2007**Current
                  Assets:Cash
              
              $
              -Note
                  receivable - related party
              
              
              200,000Interest
                  receivable - related party
              
              
              1,500Total
                  Current Assets
              
              
              201,500Equipment-net
              
              
              1,661Other
                  Assets:Other
                  intangibles
              
              
              8,443TOTAL
                  ASSETS
              
              $
              211,604**LIABILITIES
                  AND STOCKHOLDERS' DEFICIENCY**Current
                  Liabilities:Note
                  payable to related party
              
              $
              1,082,880Accrued
                  interest payable - related parties
              
              
              476,951Accounts
                  payable - related parties
              
              
              288,000Accounts
                  payable
              
              
              195,005Total
                  Current Liabilities
              
              
              2,042,836Stockholders'
                  Deficiency:Preferred
                  stock; no par value -authorized
                  50,000,000 shares;outstanding
                  2,000 shares, atredemption
                  value
              
              
              170Common
                  stock, no par value - authorized100,000,000
                  shares; outstanding 98,503,940
              
              
              2,042,483Additional
                  paid-in capital
              
              
              138,928Deficit
                  accumulated duringdevelopment
                  stage
              
              
              (4,012,813
              )Total
                  Stockholders' Deficiency
              
              
              (1,831,232
              )TOTAL LIABILITIES ANDSTOCKHOLDERS' DEFICIENCY
              
              $
              211,604
  See
        Notes
        to Financial Statements.
  16
 Table
            of Contents
  
 **PURCHASE
                  POINT MEDIA CORPORATION**
              ******(A
                  DEVELOPMENT STAGE COMPANY)**
              ******STATEMENTS
                  OF OPERATIONS****Period
                  June 28, 1996****For
                  the Years Ended June 30,**
              ****
              ****
              **(Date
                  of Formation)**
              ********
              ****
              **2007**
              ****
              ****
              **2006**
              ****
              ****
              **through
                  June 30, 2007**Costs
                  and Expenses:General
                  and administrative expenses
              
              $
              364,829
              
              
              $
              163,562
              
              
              $
              2,918,194Depreciation
                  and amortization
              
              
              1,792
              
              
              
              1,657
              
              
              
              31,415Net
                  loss from operations
              
              
              (366,621
              )
              
              
              (165,219
              )
              
              
              (2,949,609
              )Other
                  income (expenses):Interest
                  income
              
              
              1,500
              
              
              
              -
              
              
              
              1,500Loss
                  from theft
              
              
              -
              
              
              
              -
              
              
              
              (354,477
              )Interest
              
              
              (78,476
              )
              
              
              (71,629
              )
              
              
              (710,227
              )(76,976
              )
              
              
              (71,629
              )
              
              
              (1,063,204
              )Net
                  loss
              
              $
              (443,597
              )
              
              $
              (236,848
              )
              
              $
              (4,012,813
              )Loss
                  per common share – basicand diluted
              
              $
              (0.01
              )
              
              $
              (0.01
              )
              
              $
              -Average
                  oustanding shares(stated
                  in '000)Basic
              
              
              32,290
              
              
              
              22,377
              
              
              
              -Diluted
              
              
              32,790
              
              
              
              22,877
              
              
              
              -
 
 See
          Notes
          to Financial Statements.
 17
 Table
            of Contents
  **PURCHASE
                      POINT MEDIA CORPORATION**
                  ******(A
                      DEVELOPMENT STAGE COMPANY)**
                  ******STATEMENTS
                      OF STOCKHOLDERS' DEFICIENCY**
                  ******PERIOD
                      JUNE 28, 1996 (DATE OF FORMATION) THROUGH JUNE 30,
                      2007**
                  ********
                  ****
                  ****
                  ****
                  ****
                  ****
                  ****
                  ****
                  ****
                  ****
                  ****
                  ****
                  ****
                  ****
                  ****
                  ****
                  ****
                  ****
                  ****
                  ****
                  ****
                  ********
                  ****
                  ****
                  ****
                  ****
                  ****
                  ****
                  ****
                  **Common
                      Stock**
                  ****
                  ****
                  **Additional**
                  ****
                  ****
                  **Retained**
                  ****
                  ****
                  ****
                  ********
                  ****
                  **Preferred**
                  ****
                  ****
                  **Par**
                  ****
                  ****
                  ****
                  ****
                  ****
                  **Stated**
                  ****
                  ****
                  **Paid-In**
                  ****
                  ****
                  **Earnings**
                  ****
                  ****
                  ****
                  ********
                  ****
                  **Stock**
                  ****
                  ****
                  **Value**
                  ****
                  ****
                  **Shares**
                  ****
                  ****
                  **Value**
                  ****
                  ****
                  **Capital**
                  ****
                  ****
                  **(Deficit)**
                  ****
                  ****
                  **Total**Balance,
                      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 preferred stock for consulting services (valued at $.09
                      per
                      share)
                  
                  
                  2,000
                  
                  
                  
                  170
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  170Net
                      loss for the period ended June 30, 1996
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (338,760
                  )
                  
                  
                  (338,760
                  )
 See
            Notes
            to Financial Statements.
  18
 Table
            of Contents
 
 
 **PURCHASE
                    POINT MEDIA CORPORATION****(A
                    DEVELOPMENT STAGE COMPANY)****STATEMENTS
                    OF STOCKHOLDERS' DEFICIENCY****PERIOD
                    JUNE 28, 1996 (DATE OF FORMATION) THROUGH JUNE 30, 2007
                    (Continued)******
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ********
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                **Common
                    Stock**
                ****
                ****
                **Additional**
                ****
                ****
                **Retained**
                ****
                ****
                ********
                ****
                **Preferred**
                ****
                ****
                **Par**
                ****
                ****
                ****
                ****
                ****
                **Stated**
                ****
                ****
                **Paid-In**
                ****
                ****
                **Earnings**
                ****
                ****
                ********
                ****
                **Stock**
                ****
                ****
                **Value**
                ****
                ****
                **Shares**
                ****
                ****
                **Value**
                ****
                ****
                **Capital**
                ****
                ****
                **(Deficit)**
                ****
                ****
                **Total**Recapitalization
                    for effect of reverse acquisition
                
                
                -
                
                
                
                -
                
                
                
                6,675,000
                
                
                
                8,500
                
                
                
                -
                
                
                
                -
                
                
                
                8,500Net
                    loss for the year ended June 30, 1997
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (99,350
                )
                
                
                (99,350
                )Net
                    loss for the year ended June 30, 1998
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (142,719
                )
                
                
                (142,719
                )Sale
                    of common stock (at $7.00 per share)
                
                
                -
                
                
                
                -
                
                
                
                34,571
                
                
                
                241,997
                
                
                
                -
                
                
                
                -
                
                
                
                241,997Issuance
                    of warrants for loan financing (issued at $.67 per share)
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                23,104
                
                
                
                -
                
                
                
                23,104Net
                    loss for the year ended June 30, 1999
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (458,843
                )
                
                
                (458,843
                )
 See
          Notes
          to Financial Statements.
 
 19
 Table
            of Contents
 
 
 **PURCHASE
                    POINT MEDIA CORPORATION**
                ******(A
                    DEVELOPMENT STAGE COMPANY)**
                ******STATEMENTS
                    OF STOCKHOLDERS' DEFICIENCY**
                ******PERIOD
                    JUNE 28, 1996 (DATE OF FORMATION) THROUGH JUNE 30, 2007
                    (Continued)******
                ****
                ****
                ****
                ****
                ****
                ****
                **Common
                    Stock**
                ****
                ****
                **Additional**
                ****
                ****
                **Retained**
                ****
                ****
                ****
                ********
                ****
                **Preferred**
                ****
                ****
                **Par**
                ****
                ****
                ****
                ****
                ****
                **Stated**
                ****
                ****
                **Paid-In**
                ****
                ****
                **Earnings**
                ****
                ****
                ****
                ********
                ****
                **Stock**
                ****
                ****
                **Value**
                ****
                ****
                **Shares**
                ****
                ****
                **Value**
                ****
                ****
                **Capital**
                ****
                ****
                **(Deficit)**
                ****
                ****
                **Total**Issuance
                    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 ended June 30, 2000
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (483,493
                )
                
                
                (483,493
                )Issuance
                    of warrants for loan 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
                )
  See
          Notes
          to Financial Statements.
 20
 Table
            of Contents
 
 **PURCHASE
                    POINT MEDIA CORPORATION**
                ******(A
                    DEVELOPMENT STAGE COMPANY)**
                ******STATEMENTS
                    OF STOCKHOLDERS' DEFICIENCY**
                ******PERIOD
                    JUNE 28, 1996 (DATE OF FORMATION) THROUGH JUNE 30, 2007
                    (Continued)**
                ********
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ********
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                **Common
                    Stock**
                ****
                ****
                **Additional**
                ****
                ****
                **Retained**
                ****
                ****
                ****
                ********
                ****
                **Preferred**
                ****
                ****
                **Par**
                ****
                ****
                ****
                ****
                ****
                **Stated**
                ****
                ****
                **Paid-In**
                ****
                ****
                **Earnings**
                ****
                ****
                ****
                ********
                ****
                **Stock**
                ****
                ****
                **Value**
                ****
                ****
                **Shares**
                ****
                ****
                **Value**
                ****
                ****
                **Capital**
                ****
                ****
                **(Deficit)**
                ****
                ****
                **Total**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
                )
  See
          Notes
          to Financial Statements.
  21
 Table
            of Contents
  **PURCHASE
                  POINT MEDIA CORPORATION**
              ******(A
                  DEVELOPMENT STAGE COMPANY)**
              ******STATEMENTS
                  OF STOCKHOLDERS' DEFICIENCY**
              ******PERIOD
                  JUNE 28, 1996 (DATE OF FORMATION) THROUGH JUNE 30, 2007
                  (Continued)**
 **Common
                      Stock**
                  ****
                  ****
                  ****
                  ********
                  ****
                  **Preferred**
                  ****
                  ****
                  **Par**
                  ****
                  ****
                  ****
                  ****
                  ****
                  **Stated**
                  ****
                  ****
                  **Additional
                      Paid-In**
                  ****
                  ****
                  **Retained
                      Earnings**
                  ****
                  ****
                  ****
                  ********
                  ****
                  **Stock**
                  ****
                  ****
                  **Value**
                  ****
                  ****
                  **Shares**
                  ****
                  ****
                  **Value**
                  ****
                  ****
                  **Capital**
                  ****
                  ****
                  **(Deficit)**
                  ****
                  ****
                  **Total**Issuance
                      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
                )
   See
          Notes
          to Financial Statements.
 22
 Table
            of Contents
  **PURCHASE
                  POINT MEDIA CORPORATION**
              ******(A
                  DEVELOPMENT STAGE COMPANY)**
              ******STATEMENTS
                  OF STOCKHOLDERS' DEFICIENCY**
              ******PERIOD
                  JUNE 28, 1996 (DATE OF FORMATION) THROUGH JUNE 30, 2007
                  (Continued)**
  ****
                **Common
                    Stock**
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ********
                ****
                **Preferred**
                
                ****
                **Par**
                ****
                ****
                ****
                ****
                ****
                **Stated**
                ****
                ****
                **Additional
                    Paid-In**
                ****
                ****
                **Retained
                    Earnings**
                ****
                ****
                
                ********
                ****
                **Stock**
                
                ****
                **Value**
                ****
                ****
                **Shares**
                ****
                ****
                **Value**
                ****
                ****
                **Capital**
                ****
                ****
                **(Deficit)**
                ****
                ****
                **Total**Balance
                    at June 30, 2006
                
                
                2,000
                
                
                $
                170
                
                
                
                22,378,940
                
                
                $
                1,815,983
                
                
                $
                133,528
                
                
                $
                (3,569,216
                )
                
                $
                (1,619,535
                )Issuance
                    of common stock for acquisition
                
                
                -
                
                
                
                -
                
                
                
                60,000,000
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Issuance
                    of common stock for expenses at $.014 per share
                
                
                -
                
                
                
                -
                
                
                
                16,000,000
                
                
                
                224,000
                
                
                
                -
                
                
                
                -
                
                
                
                224,000-Sale
                    of common stock for cash at $.014 per share
                
                
                -
                
                
                
                -
                
                
                
                125,000
                
                
                
                2,500
                
                
                
                -
                
                
                
                -
                
                
                
                2,500-Valuation
                    of common stock options for expenses
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                5,400
                
                
                
                -
                
                
                
                5,400-Net
                    loss for the year ended June 30, 2007
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (443,597
                )
                
                
                (443,597
                )Balance
                    at June 30, 2007
                
                
                2,000
                
                
                $
                170
                
                
                
                98,503,940
                
                
                $
                2,042,483
                
                
                $
                138,928
                
                
                $
                (4,012,813
                )
                
                $
                (1,831,232
                )
   See
          Notes
          to Financial Statements.
   23
 Table
            of Contents
  **PURCHASE
                  POINT MEDIA CORPORATION****(A
                  DEVELOPMENT STAGE COMPANY)****STATEMENT
                  OF CASH FLOWS******
              ****
              **Period
                  June 28, 1996******
              ****
              **For
                  the years ended June 30,**
              ****
              ****
              **(Date
                  of Formation)******
              **2007**
              ****
              ****
              **2006**
              ****
              ****
              **through
                  June 30, 2007**CASH
                  FLOW FROMOPERATING ACTIVITIES:Net
                  loss
              
              $
              (443,597
              )
              
              $
              (236,848
              )
              
              $
              (4,012,813
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Depreciation
                  and amortization
              
              
              1,792
              
              
              
              1,658
              
              
              
              31,416Write-off
                  of patent
              
              
              -
              
              
              
              -
              
              
              
              4,767Issuance
                  of common and preferred stock for expenses
              
              
              224,000
              
              
              
              15,000
              
              
              
              702,620Issuance
                  of warrants for financing
              
              
              -
              
              
              
              -
              
              
              
              128,128Valuation of options for financing
              
              
              5,400
              
              
              
              5,400
              
              
              
              10,800Changes
                  in operating assets and liabilities:Increase
                  in accounts receivable
              
              
              (201,500
              )
              
              
              -
              
              
              
              (201,500
              )Increase
                  in accounts payable
              
              
              178,527
              
              
              
              175,123
              
              
              
              1,468,252Net
                  cash used in operations
              
              
              (235,378
              )
              
              
              (39,667
              )
              
              
              (1,868,330
              )CASH
                  FLOW FROM INVESTING ACTIVITIES:Security deposit
              
              
              -
              
              
              
              -
              
              
              
              (600
              )Acquisition of patents
              
              
              -
              
              
              
              -
              
              
              
              (31,542
              )Purchase  of equipment
              
              
              (1,352
              )
              
              
              -
              
              
              
              (14,145
              )Net cash used in investing activities
              
              
              (1,352
              )
              
              
              -
              
              
              
              (46,287
              )CASH
                  FLOW FROMFINANCING ACTIVITIES:Proceeds from notes payable related party
              
              
              236,787
              
              
              
              21,767
              
              
              
              1,074,263Payment to note payablerelated party
              
              
              (2,557
              )
              
              
              (100
              )
              
              
              (2,657
              )Proceeds from sale of common stock
              
              
              2,500
              
              
              
              18,000
              
              
              
              843,011Net
                  cash provided by financing activities
              
              
              236,730
              
              
              
              39,667
              
              
              
              1,914,617Net
                  (decrease)  increase in cash
              
              
              -
              
              
              
              -
              
              
              
              -Cash
                  - beginning of year
              
              
              -
              
              
              
              -
              
              
              
              -Cash
                  - end of year
              
              $
              -
              
              
              $
              -
              
              
              $
              -NON
                  CASH FLOWS FROMOPERATING ACTIVITIES:Issuance
                  of 2,000 preferred sharesfor services - 1996
              
              
              
              
              
              
              
              
              
              $
              170Issuance
                  of 595,000 commonshares for services - 2004
              
              
              
              
              
              
              
              
              
              $
              29,950Issuance
                  of 810,000 common shares for services  -
                  2005
              
              
              
              
              
              
              
              
              
              $
              405,000Issuance
                  of 250,000 common shares for services - 2006
              
              
              
              
              
              $
              15,000
              
              
              $
              15,000Issuance
                  of 16,000,000 common shares for services -
                  2007
              
              $
              224,000
              
              
              
              
              
              
              $
              224,000
  See
          Notes
          to Financial Statements.
 24
 Table
            of Contents
  **PURCHASE
        POINT MEDIA CORPORATION**
 **(Development
        Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENT**
 **June
        30, 2007**
 
 
 **1.        ORGANIZATION**
 
 Purchase
        Point Media Corporation (the “Company” or “PPMC”) 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.
 
 Starting
        in May 2007 and through September 5, 2007 the Company completed the acquisition
        of all outstanding common stock of Power Sports Factory, Inc. (“PSF”) by
        issuance and transfer of 19,500,000 post-split shares of its common stock,
        representing 77% of the outstanding common stock of the Company after the
        acquisition, which was accounted for as a reverse acquisition, in which PSF
        was
        considered to be the acquirer of PPMC for reporting purposes.  (See
        Note 3 of Notes to Financial Statements.)  The outstanding common
        stock of PPMC (parent) was 25,400,000 post-split shares after completion
        of the
        merger.  The following proforma balance sheet reflects the reverse
        merger as if it occurred as of June 30, 2007.  The proforma financial
        statements show a retroactive restatement of PPMC (parent) historical
        outstanding shares.
  **PPMC**
                ****
                ****
                **PSF**
                ****
                ****
                ****
                ****
                ****
                **Proforma
                    Adjustments**
                ****
                ****
                **Proforma**
                  **Balance
                    Sheet**
                ********
                ****
                **6/30/07**
                ****
                ****
                **6/30/07**
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                ****
                **6/30/07**Current
                    assets
                
                $
                201,500
                
                
                $
                414,526
                
                
                
                (1
                )
                
                $
                (201,500
                )
                
                $
                414,526Equipment
                
                
                1,661
                
                
                
                30,280
                
                
                
                (1
                )
                
                
                (1,661
                )
                
                
                30,280Other
                    Assets
                
                
                8,443
                
                
                
                9,876
                
                
                
                (1
                )
                
                
                (8,443
                )
                
                
                9,876Total
                    assets
                
                $
                211,604
                
                
                $
                454,682
                
                
                
                
                
                
                
                
                
                
                $
                454,682Liabilities
                
                $
                2,042,836
                
                
                $
                806,598
                
                
                
                (1
                )
                
                $
                (2,042,836
                )
                
                $
                806,598Stockholders’
                    deficiency
                
                
                (1,831,232
                )
                
                
                (351,916
                )
                
                
                (1
                )(2)
                
                
                (1,831,232
                )
                
                
                (351,916
                )Total
                    Liabilities and Stockholders’ Deficiency
                
                $
                211,604
                
                
                $
                454,682
                
                
                
                
                
                
                
                
                
                
                $
                454,682
  (1)
        To
        reflect spin-off of PPMC assets and liabilities to the shareholders of
        PPMC.
 (2)
        To
        reflect the recapitalization and the issuance of merger shares.
 
 **2.  SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES**
 
 Accounting
        Methods
 
 The
        Company recognizes income and expenses based on the accrual method of
        accounting.
  25
 Table
            of Contents
  **PURCHASE
        POINT MEDIA CORPORATION**
 **(Development
        Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS (Continued)**
 **June
        30, 2007**
 
 
 **2.  SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES** - continued
 
 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, 2007, the Company  had a  net operating
        loss   carry forward
        of  $4,012,813,  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 2027.
 
 ForeignCurrencyTranslation
 
 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, 2007.
 
 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.
 
 
 26
 Table
            of Contents
  **PURCHASE
        POINT MEDIA CORPORATION**
 **(Development
        Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS (Continued)**
 **June
        30, 2007**
 
 **2.  SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES** - continued
 
 Property
        and equipment
 
 The
        Company’s property and equipment consists of the following:
  Office
                    and other equipment at cost
                
                $
                4,901Less
                    accumulated depreciation
                
                
                3,240$
                1,661
 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
                
                $
                23,743Less
                    accumulated amortization
                
                
                15,300$
                8,443
  Patents
          are being amortized at the rate of $1,361 each year.
 
 Research  and  Development  Costs
 
 Research
        and development costs, including wages, supplies, and depreciation on equipment
        used in the research activity, are being expensed as incurred.
 
 Revenue
        Recognition
 
 Revenue
        will be recognized on the sale and delivery of a product or the completion
        of a
        service provided.
 
 Advertising
        and Market Development
 
 The
        company will expense advertising and market development costs as
        incurred.
 
 Evaluation
        of Long-Lived Assets
 
 The
        Company periodically reviews its long lived assets, including equipment and
        patents, and makes adjustments, if the carrying value exceeds the fair
        value.
 
 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.
  27
 Table
            of Contents
 
 **PURCHASE
        POINT MEDIA CORPORATION**
 **(Development
        Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS (Continued)**
 **June
        30, 2007**
 
 
 **2.  SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES**- continued
 
 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**
 
 a)
        During
        the year ended June 30, 2007 and 2006 the Company issued 125,000 and 200,000
        common shares for cash for private placement stock sales valued at $2,500
        and
        $18,000, and 16,000,000 and 250,000 private placement common shares for services
        valued at $224,000 and $15,000, respectively.
 
 b)
        On
        April 24, 2007, we entered into a Share Exchange and Acquisition Agreement,
        and
        on (the “Share Exchange Agreement”), by and among PPMC, Power Sports Factory,
        Inc., a Delaware corporation with offices in Pennsauken, New Jersey (“PSF” or
“Power Sports Factory”), and the shareholders of PSF.  The Share
        Exchange Agreement provided for our acquiring all of the outstanding shares
        of
        PSF in exchange for shares of PPMC Common Stock.  We have filed
        Information Statements on May 4 and May 14, 2007 with the Securities and
        Exchange Commission (“SEC”), under the Securities Exchange Act of 1934, as
        amended, with regard to a 1:20 reverse split (the “Reverse Split”) of our
        outstanding common stock in connection with the Share Exchange Agreement,
        as
        well as changing our name to Power Sports Factory, Inc.  On May 14,
        2007, we issued 60,000,000 shares of Common Stock to Stanislav Rubakh, the
        major
        shareholder of PSF, and on August 31, 2007, entered into an amendment (the
        “Amendment”) to the Share Exchange Agreement, that provided for a completion of
        the acquisition of PSF at a closing (the “Closing”) which was held on September
        5, 2007.  At the closing the Company issued 1,650,000 shares of a new
        Series B Convertible Preferred Stock (the “Preferred Stock”) to the shareholders
        of PSF, to complete the acquisition of PSF by us.  Each share of
        Preferred Stock is convertible into 10 shares of our Common Stock following
        effectiveness of the Reverse Split, at which time, each share of Preferred
        Stock
        is automatically converted into 10 shares of Common Stock.
 
 As
        soon
        as practicable following the filing of this Annual Report, we intend to file
        a
        further Information Statement with the SEC with regard to the Reverse Split
        and
        the change of our Company’s name to Power Sports Factory,
        Inc.  Following completion of SEC review of the Information Statement,
        we would be able to mail the Definitive Information Statement to stockholders
        and proceed to make the Reverse Split and name change effective.
 
 
 28
 Table
            of Contents
  **PURCHASE
        POINT MEDIA CORPORATION**
 **(Development
        Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS (Continued)**
 **June
        30, 2007**
 
 
 **3.  CAPITAL
        STOCK**– continued
 
 c)
        Note
        Receivable – Related Party
 
 On
        May 14, 2007 the Company executed
        a note at 6% at simple interest, with a related party in the amount of $200,000
        with principal and interest due August 15, 2007.  The parties agreed
        orally to extend the due date to October 15, 2007.  Interest income
        for the year ended June 30, 2007 was $1,500. The note was satisfied following
        the closing of the share exchange.
 
 d)
        Note
        Payable – Related Party
 
 On
        May 14, 2007 the Company issued a
        convertible note at 6% simple interest, to a related party in the amount
        of
        $200,000 with interest and principal due at maturity, August 15,
        2007.  The parties agreed orally to extend the due date to October 15,
        2007.  Interest expense for the year ended June 30, 2007 was $1,500
        and is included in accrued expenses. The note was satisfied following the
        closing of the share exchange.
 
 **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 $882,880 plus accrued interest payable of $476,951
        on
        June 30, 2007.  An officer-director also has accrued consultant fees
        due him of $288,000.
 
 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, 2007 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, 2007 and 2006, respectively.
 
 **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.
  29
 Table
            of Contents
  **Item8.  
Changes
        in and
        Disagreements with Accountants on Accounting and Financial
        Disclosure**
 
 Not
        applicable
  **Item
        8A.Controls and
        Procedures**
 
 Based
        on his evaluation as of the date
        within 90 days of the filing of this Annual Report on Form 10-KSB, our Chief
        Executive Officer and Principal Financial Officer concluded that our disclosure
        controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under
        the
        Securities 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 his 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, Control Persons and Corporate Governance; Compliance
        with
        Section 16(a) of the Exchange Act**
  Directors
        and Executive Officers
 
 The
        following sets forth-certain information with respect to the directors and
        executive officers of PPMC:
 
 **Name**
                
                **Age**
                
                **Position**Steve
                    Rubakh
                
                46
                
                President,
                    Acting Chief Financial Officer and DirectorSteven
                    A. Kempenich
                
                36
                
                Chief
                    Executive Officer, Acting Secretary and DirectorAlbert
                    P. Folsom
                
                68
                
                DirectorRaymond
                    A. Hatch
                
                72
                
                DirectorMichael
                    F. Reuling
                
                63
                
                Director
 
 
 On
        September 5, 2007, in connection with the acquisition of Power Sports Factory,
        the Board of Directors of the Company amended our By-Laws to provide that
        the
        number of directors constituting the entire Board be fixed at five, appointed
        Steve Rubakh as our President and Acting Chief Financial Officer, and elected
        Mr. Rubakh as a director of the Company to fill one of the two newly-created
        directorships.  At this Board meeting, Steven Kempenich was also
        appointed as our Chief Executive Officer and Acting Secretary and was elected
        to
        the second newly-created directorship.
  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.
 
 30
 Table
            of Contents
 
 The
        following is a brief summary of the business experience of each of the directors
        and executive officers of PPMC:
 
 Steve
        Rubakh, ­ Founder of PSF and President
  Steve
        Rubakh, age 46, founded Power Sports Factory, Inc., in June, 2003 and
        currently serves as the President. Prior to founding Power Sports Factory,
        Mr.
        Rubakh was the founder of International Parking Concepts specializing in
        providing services to the hospitality industry. From 1987 to 1992 Mr. Rubakh
        was
        the owner and operator of Gold Connection, a fine gem retail operation in
        Atlantic City.  Mr. Rubakh attended both Community College of Philadelphia
        and Temple University majoring in business administration.
  Steven
        A.
        Kempenich, Chief Executive Officer
 
 Steven
        A.
        Kempenich, age 36, joined Power Sports Factory on June 4, 2007. Prior to
        joining
        Power Sports Factory, Mr. Kempenich was the Vice President of Business
        Development and Finance for ICON International, Inc. from July of 2002 until
        June of 2007. From 1999 until joining ICON International, Mr. Kempenich was
        the
        Portfolio Manager and Managing Partner for Gentex Asset Management and SAK
        Capital, LLC. Mr. Kempenich received a Bachelor of Science in Finance,
        Investments and Entrepreneurial Studies from Babson College in 1992 and a
        Masters in Business Administration from Harvard University Graduate School
        of
        Business Administration in 1996. On February 25, 2004, Mr. Kempenich consented
        without admitting or denying guilt to a NYSE hearing panel finding that he
        accepted a post-execution trade into a firm account that was deemed by the
        NYSE
        panel as improper. As a result, the NYSE imposed, which Mr. Kempenich consented
        to, a penalty of a censure, two-month bar and an undertaking to cooperate
        with
        the NYSE in connection with any disciplinary proceeding arising from this
        matter. The SEC and the NASD did not pursue any action regarding this
        matter.
 
 Albert
        P.
        Folsom, Director
 
 Albert
        Folsom invented The Last Word, an advertisement display device and formed
        Amtel
        Communications Inc. to develop and patent the product. In 1997, Mr. Folsom
        merged this company, Purchase Point Media Corporation, with the Company,
        of
        which he has acted as President of the Company until the closing of the
        acquisition of Power Sports Factory on September 5, 2007.
 
 In
        1983
        he created Aricana Resources by amalgamating several companies and served
        as
        President and Director from 1983 to 1988. Aricana's activities included medical
        research, and the development and marketing of medicinal products. He also
        started a publishing company for medicinal products and founded, the American
        Health Research Association, a not-for-profit corporation. From 1980 to 1982
        he
        served as President and Director of Alanda Energy Corp., an oil and gas company.
        From 1963 to 1980 he served as a Director and Senior Officer of a number
        of
        companies including Computer Parking Systems, Resource Funding and an electrical
        contracting company. He served in the US Navy between 1956 and
        1960.
 
 Raymond
        A. Hatch, Director
 
 After
        completing a Chase Manhattan bank training program and becoming a member
        of the
        bank’s credit department, Mr. Hatch started his career on Wall Street in the
        early sixties. He completed the Reynolds Securities (Dean Witter Reynolds)
        training program and became an account executive. Subsequently he joined
        Carreau
& Company, which was known as a 1919 NYSE specialist firm specializing in
        stock issues such a Westinghouse Corporation, Carrier Corporation, General
        American Oil, etc. He was an officer and director of the company and was
        primarily responsible for the American Stock Exchange operations. After leaving
        Carreau & Company , Mr. Hatch joined Delafield & Delafield as a member
        of the their syndicate department and subsequently, Sterling & Grace &
Co. as the manager of their syndicate department. Both of these firms were
        NYSE
        investment banking firms. Sterling & Grace was founded in the late 1800’s.
        Mr. Hatch Joined Arbitrage Management Co. as a Vice President. Arbitrage
        Management Co. was a convertible bond arbitrage operation headed up by Jon
        and
        Asher Edleman, and programmed by Harry Markowitz of Harvard
        University.
 
 In
        May
        1982, Mr. Hatch started his own investment banking boutique, Grady and Hatch
        & Company, Inc. The organization focused on private placements, syndicate
        participation and the origination of its own underwritings. At the end of
        1999,
        Mr. Hatch resigned from Grady & Hatch & Company and joined Ridgewood
        Group International Ltd. (RGI) as managing partner. RGI is managed by William
        G.
        Potter, who was previously Co-Chairman of Prudential Securities International.
        The firm specializes in a variety of private placements.
 
 Mr.
        Hatch
        attended the University of Colorado, New York University Graduate School
        of
        Business Administration, New York Institute of Finance and the Hill School
        of
        Insurance. He was a consultant to American International Life Assurance Co.,
        a
        member of the AIG Group, and was also associated with Nationwide Insurance.
        He
        held a New York State Life License and New York State broker license. Mr.
        Hatch
        was a regular member of the American Stock Exchange and an allied member
        of the
        NYSE on several occasions, a principal of the NASD and was a registered
        investment advisor with the SEC for over ten years.
  31
 Table
            of Contents
  Michael
        F. Reuling, Director
 
 In
        late
        1981 when he was with Albertson’s, Mr. Reuling moved from the legal side of the
        business to the development side, becoming Senior Vice President of Real
        Estate.
        In 1987 he became Executive Vice President of Store Development with
        responsibility for all store development functions, including real estate,
        design and construction. Mr. Reuling supervised a corporate development team
        that developed hundreds of supermarkets and drugstores throughout the country
        with an annual capital budget in excess of $2 billion. He also played a key
        role
        in Albertson’s merger and acquisition program. Upon consummation of the merger
        of Albertson’s and American Stores Company in 1999, Mr. Reuling assumed the role
        of Vice Chairman of the merged company with responsibility for store
        development, information technology, human resources and finance. He retired
        in
        2001 and has since worked as a development consultant.
 
 Mr.
        Reuling grew up in Morton, Illinois where he attended public schools. He
        subsequently received a B.A. from Carleton College in Northfield, Minnesota
        and
        a J.D. from the University of Michigan Law School in Ann Arbor, Michigan.
        He is
        a member of the Utah, Idaho and Texas bar associations. He served for nine
        years
        as a member of the board of Capital City Development Corporation, the
        redevelopment agency of the City of Boise, and has also served on the boards
        of
        several local non-profit organizations. Mr. Reuling is presently on the board
        of
        directors of Jackson Food Stores, Inc., a 100+ unit convenience store chain
        based in Boise and operating in several intermountain states.
 
 Committees
 
 We
        do not
        have an
        audit  committee,  although  we  intend  to  establish  such
        a committee, with an independent "audit committee financial expert" member
        as
        defined in the rules of the SEC.
 
 Corporate
        Code of Conduct
  We
          are
          reviewing a proposed corporate code of conduct, which would provide for
          internal
          procedures concerning the reporting and disclosure of corporate matters
          that are
          material to our business and to our stockholders. The corporate code of
          conduct
          would include a code of ethics for our officers and employees as to workplace
          conduct, dealings with customers, compliance with laws, improper payments,
          conflicts of interest, insider trading,  company confidential
          information, and behavior with honesty and integrity.
 
 
 Section
          16(A) Beneficial Ownership Reporting Compliance
 
 Section
          16(a) of the Exchange Act requires the Company's executive officers and
          directors, and persons who beneficially own more than ten percent of the
          Company's equity securities, to file reports of ownership and changes in
          ownership with the Securities and Exchange Commission. Officers, directors
          and
          greater than ten percent shareholders are required by SEC regulation to
          furnish
          the Company with copies of all Section 16(a) forms they file. Based on
          its
          review of the copies of such forms received by it, the Company believes
          that
          during the fiscal year ended June 30, 2007 all such filing requirements
          applicable to its officers and directors were complied with.
 
 32
 Table
            of Contents
  **Item10. Executive
        Compensation**
 
 The
        following table sets forth information for the years ended June 30, 2007
        and
        2006 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, 2007 and 2006.
 
 **SUMMARY
        COMPENSATION TABLE**
 
 **Name
                  and Principal Position**
              **Year**
              **Salary**
                **($)(1)**
              **Bonus**
                **($)**
              **Stock**
                **Awards**
                **($)**
              **Option**
                **Awards**
                **($)**
              **Non-Equity**
                **Incentive**
                **Plan
                  Compensation**
                **($)**
              **Change
                  in Pension Value and Nonqualified
                  Deferred**
                **Compensation
                  Earnings**
                **($)**
              **All
                  Other Compensation**
              **Total**
                **($)****(a)**
              **(b)**
              **(c)**
              **(d)**
              **(e)**
              **(f)**
              **(g)**
              **(h)**
              **(i)**
              **(j)**Albert
                  P. Folsom,
                Chief
                  Executive Officer
              2006
              $72,000
              
              
              
              
              
              
              $72,000Albert
                  P. Folsom,
                Chief
                  Executive Officer
              2007
              $72,000
              
              
              
              
              
              
              $72,000(1)  Salary
                  shown is accrued as of June 30, 2006 and June 30,
                  2007.
 
 **Item11. Security
        Ownership of
        Certain Beneficial Owners and Management and Related Stockholder
        Matters**
 
 The
        following table sets forth certain information regarding the beneficial
        ownership of the Company's Common Stock as of October 1, 2007 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.
 As
          of
          October 1, 2007, there were 98,503,940 shares of common stock
          outstanding.
 
 **Name
                  of Stockholder**
              
              **Number
                  of Shares of Common Stock Owned Beneficially**
              
              **%
                  Outstanding Stock**Steve
                  Rubakh (1)
              
              60,000,000
              
              60.91%Folsom
                  Family Holdings (2)
              
              3,337,500
              
              3.39%Amtel
                  Communications, Inc. (3)
              
              3,337,500
              
              3.39%Raymond
                  A. Hatch (4)
              
              250,000
              
              .25%All
                  Officers and Directors as a Group (5)
              
              63,587,500
              
              64.55%
 
 (1)
              Mr.
                  Rubakh’s address is c/o Power Sports Factory, Inc., 6950 Central Highway,
                  Pennsauken, NJ 08109.  Does not include 402,800 shares of Series
                  B Preferred Stock also issued to Mr. Rubakh on September 5, 2007,
                  in
                  connection with the acquisition of Power Sports Factory, which
                  shares will
                  be converted into 4,028,000 shares of common stock upon the effectiveness
                  of the planned 1-for-20 reverse split of our common
                  stock.
  (2)
              Consists
                  of shares held by Folsom Family Holdings. Mr. Folsom has a 10%
                  interest in
                  such entity. Mr. Folsom's address is c/o the Company. Does not
                  include
                  3,337,500 shares owned by Amtel Communications, Inc. 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.
 
 (4)
              The
                  address of Raymond A. Hatch is c/o Corporate House, 320 1100 Melville
                  VC64A6.
 
 (5)
              Does
                  not include 185,833 shares of Series B Preferred Stock issued to
                  Mr.
                  Steven A. Kempenich, our Chief Executive Officer and a Director,
                  on
                  September 5, 2007, in connection with the acquisition of Power
                  Sports
                  Factory, which shares will be converted into 1,858,333 shares of
                  common
                  stock upon the effectiveness of the planned 1-for-20 reverse split
                  of our
                  common stock.
  33
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            of Contents
  **Item12. Certain
        Relationships
        and Related Transactions**
  The
        development activities of the Company have been financed through advances
        by
        Amtel, which is a major shareholder. The Company owed Amtel $567,911 at June
        30,
        2007 and 2006.  Interest expense on these advances was $52,081 and
        $49,244 for the years ended June 30, 2007 and 2006, respectively, and $332,898
        for the period June 28, 1996 (Date of Formation) through June 30,
        2007.  All interest has been accrued.  All of such advances
        have been made on a demand loan basis. The Company does not have a formal
        loan
        agreement with Amtel.
 
 The
        Company entered into an agreement with Albert Folsom ("Folsom"), the Company's
        President and Chief Executive Officer, for consulting services to be performed
        on behalf of the Company.  Folsom received consulting fees for the
        year ended June 30, 2007 and 2006 of $72,000 and $72,000 and $288,000 for
        the
        period June 28, 1996 (Date of Formation) through June 30, 2007,
        respectively.
  The
        Company owed Folsom $602,968 and $496,739 at June 30, 2007 and 2006,
        respectively.  Interest expense was $24,894 and $22,384 for the years
        ended June 30, 2007 and 2006, respectively, and $142,552 for the period June
        28,
        1996 (Date of Formation) through June 30, 2007.  All consulting and
        interest has been accrued.
 
 The
        Company has accrued rental payments of $1,500 per month for its fiscal years
        ended June 30, 2006 and 2007 for approximately 1,500 square feet of office
        space
        leased from Mr. Folsom.
 
 On
        April 24, 2007, we entered into a
        Share Exchange and Acquisition Agreement (the “Share Exchange Agreement”), by
        and among PPMC, Power Sports Factory, Inc., a Delaware corporation (“PSF”), and
        the shareholders of PSF. The Share Exchange Agreement provided for our acquiring
        all of the outstanding shares of PSF in exchange for shares of PPMC Common
        Stock. We have filed Information Statements under the Securities Exchange
        Act of
        1934, as amended, with regard to a 1:20 reverse split (the “Reverse Split”) of
        outstanding common stock in connection with the Share Exchange Agreement,
        as
        well as changing our name to Power Sports Factory, Inc.
 
 On
        May
        14, 2007, the Company issued 60,000,000 shares of Common Stock to Steve Rubakh,
        the major shareholder of PSF, and on August 31, 2007, entered into an amendment
        (the “Amendment”) to the Share Exchange Agreement, that provided for a
        completion of the acquisition of PSF at a closing (the “Closing”) held on
        September 5, 2007. At the closing the Company issued 1,650,000 shares of
        a new
        Series B Convertible Preferred Stock (the “Preferred Stock”) to the shareholders
        of PSF, including 402,800 shares to Mr. Rubakh, who is now our President
        and a
        director, and 185,833 shares to Steven A. Kempenich, our Chief Executive
        Officer
        and a director, to complete the acquisition of PSF by us.  Each share
        of Preferred Stock is convertible into 10 shares of our Common Stock following
        effectiveness of the Reverse Split, at which time, each share of Preferred
        Stock
        is automatically converted into 10 shares of Common Stock.
 
 **Item13. Exhibits**
 
 Exhibit
        Number                                                                                     Title
 
 3
                  (a)
              Certificate
                  of Incorporation. (Incorporated by Reference to Exhibit 3(a) to
                  the
                  Company’s Report on Form 10-SB dated February 11,
                  1999.)
 3
                  (a)(2)
              Statement
                  of Designations of Convertible Preferred Stock, Series B, filed
                  August 4,
                  2007. (Incorporated by Reference to Exhibit 3(a)(2) to the Company’s
                  Current Report on Form 8-K, filed September 12,
                  2007.)
 3
                  (b)
              By-Laws.
                  (Incorporated by Reference to Exhibit 3(b) to the Company’s Report on Form
                  10-SB dated February 11, 1999.)
 3
                  (b)(2)
              Amendment
                  to By-Laws approved August 5, 2007. (Incorporated by Reference
                  to Exhibit
                  3(b)(2) to the Company’s Current Report on Form 8-K, filed September 12,
                  2007.)
 10
                  (a)
              Agreement
                  dated September 15, 1998 between International Trade Group, LLC
                  and the
                  Registrant. (Incorporated by Reference to Exhibit 10(a) to the
                  Company’s
                  Report on Form 10-SB dated February 11,
                  1999.)
 10
                  (b)
              Agreement
                  dated August 14, 1998 between Culver Associates, Ltd. and the Registrant.
                  (Incorporated by Reference to Exhibit 10 (b) to the Company’s Report on
                  Form 10-SB dated February 11,
                  1999.)
 10
                  (c)
              Agreement
                  dated August 12, 1998 between Dorian Capital Corporation and the
                  Registrant. (Incorporated by Reference to Exhibit 10(c) to the
                  Company’s
                  Report on Form 10-SB dated February 11,
                  1999.)
 10
                  (d)
              Agreement
                  dated April 25, 1999 between Roger Jung (assigned to Last Word
                  Management,
                  Inc.) and the Registrant. (Incorporated by Reference to Exhibit
                  10(d) to
                  the Company’s Report on Form 10-SB dated February 11,
                  1999.)
 10
                  (e)
              Agreement
                  dated September 1, 1999 between Vintage International Corp. and
                  the
                  Registrant. (Incorporated by Reference to Exhibit 10(e) to the
                  Company’s
                  Annual Report on Form 10-KSB for the year ended June 30,
                  2000.)
 10
                  (f)
              Agreement
                  dated February 1, 2000 between Quadrant Financial Inc. and the
                  Registrant.
                  (Incorporated by Reference to Exhibit 10(f) of the Company’s Annual Report
                  on Form 10-KSB for the year ended June 30,
                  2000.)
 10
                  (g)
              Share
                  Exchange and Acquisition Agreement, dated April 24, 2007, by and
                  among the
                  Company, Power Sports Factory, Inc., and the shareholders of Power
                  Sports
                  Factory, Inc. (Incorporated by Reference to Exhibit 10(g) to the
                  Company’s
                  Current Report on Form 8-K, filed September 12,
                  2007.)
 10
                  (h)
              Amendment,
                  dated as of August 31, 2007, to Share Exchange and Acquisition
                  Agreement,
                  dated April 24, 2007, by and among the Company, Power Sports Factory,
                  Inc., and the shareholders of Power Sports Factory, Inc. (Incorporated
                  by
                  Reference to Exhibit 10(h) to the Company’s Current Report on Form 8-K,
                  filed September 12, 2007.)
  Exhibit
                                31.1
                            Certification
                                of the Chief Executive Officer pursuant to Section 302 of the
                                Sarbanes-Oxley Act of 2002, filed
                                herewith.
 Exhibit
                            31.2
                        Certification
                            of the Principal Financial Officer pursuant to Section
                            302 of the
                            Sarbanes-Oxley Act of 2002, filed
                            herewith.
 Exhibit
                        32.1
                    Certification
                        of the Chielf Executive Officer pursuant to Section 906 of the
                        Sarbanes-Oxley Act of 2002, filed
                        herewith.
 Exhibit
                    32.2
                Certification
                    of the Principal Financial Officer pursuant to Section 906 of
                    the
                    Sarbanes-Oxley Act of 2002, filed
                    herewith.
 
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 Table
            of Contents
 
 **Item14.  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, 2007 and 2006 are approximately $9,575
        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, 2007 and
        2006,
        respectively, for the assurance and related services that are reasonably
        related
        to the performance of the audit or review of our financial statements and
        are
        not reported under the caption "Audit Fees" above.
 
 *Tax
        Fees*.  We have
        been billed an aggregate of $-0- and $-0- by Madsen & Associates, CPA's Inc.
        for the fiscal years ended June 30, 2007 and 2006, respectively, for tax
        services.
 
 *All
        Other Fees*.  We
        have been billed an aggregate of $-0- and $-0- by Madsen & Associates, CPA's
        Inc. for the fiscal years ended June 30, 2007 and 2006, respectively, for
        permitted non-audit services.
 
 *Other
        Matters*.  N.A.
 
 Applicable
        law and regulations provide
        an exemption that permits certain services to be provided by our outside
        auditors even if they are not pre-approved.  We have not relied on
        this exemption at any time since the Sarbanes-Oxley Act was
        enacted.
 
 To
        our knowledge, there have been no
        persons, other than Madsen & Associates, CPA's Inc.'s full time, permanent
        employees who have worked on the audit or review of our financial
        statements.
 
 
 
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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 CORPORATION**Date:
                  October
                  15, 2007
              By:
              /s/
                Steven A.
                KempenichSteven
                A. KempenichChief
                  Executive Officer
 
  
 /s/
                    Steve
                    Rubakh
                October
                    15, 2007Steve
                    RubakhDirector/s/
                    Steven A.
                    Kempenich
                October
                    15, 2007Steven
                    A. KempenichDirector/s/
                    Albert P.
                    Folsom
                October
                    15, 2007Albert
                    P. FolsomDirector/s/Raymond
                    A. Hatch
                October __,
                    2007Director/s/
                October
                    __, 2007Michael
                    F. RuelingDirector
   
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