SECURITIES
      AND
      EXCHANGE COMMISSION


WASHINGTON,
      D.C.
      20549





FORM
      10-KSB






[
                X ]
            ANNUAL REPORT PURSUANT
              TO
              SECTION 13 OR 15 (d) OF THE SECURITIES
              EXCHANGE
                ACT
                OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30,
                2005


[  
                   ]
              TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934
 FOR
          THE
          TRANSITION PERIOD FROM ___________ TO ___________
 
 COMMISSION
          FILE
          NUMBER 000-25385
 
 PURCHASE
          POINT
          MEDIA CORPORATION
 -
                    - - - - - -
                    - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                    - - - -
                    -
 (Exact
          name of
          registrant as specified in its charter)





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







1100
        Melville
        Street, Suite 320, Vancouver, BC Canada V6E 4A6
 (604)
        926-7859
 -
        - - - - - - - - -
        - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
        -
 (Address
        and
        telephone number, including area code, of
 registrant’s
        principal executive office)
 
 Securities
        registered pursuant to Section 12 (b) of the Act: NONE
 
 Securities
        registered pursuant to Section 12 (g) of the Act: COMMON STOCK,
 NO
        PAR VALUE
 
 Indicate
        by check
        mark whether the Registrant (1) has filed all reports required to be filed
        by
        Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding
        12 months (or such shorter period that the Registrant was required to file
        such
        reports), and (2) has been subject to such filing requirements for the past
        90
        days.
  YES
        [ X
        ]  NO
        [   ]
 
 Indicate
        by check
        mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
        S-K
        is not contained herein, and will not be contained, to the best of Registrant’s
        knowledge, in definitive proxy or information statements incorporated by
        reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
        [ X ]
 
 Aggregate
        market
        value of voting stock held by non-affiliates as of September 1, 2005 was
        approximately $351,118 (based upon the closing sales price of those shares
        reported on the National Association of Securities Dealers Bulletin Board
        for
        that day),
 
 Number
        of shares of
        Common Stock outstanding as of September 1, 2005: 22,378,940.
 
 DOCUMENTS
        INCORPORATED BY REFERENCE:  NONE




PURCHASE
        POINT
        MEDIA CORPORATION
 
 INDEX
   Part I
                      
                      Page
 Item 1.
                Description of
                  Business
                1Item 2.
                Description of
                  Property
                4Item 3.
                Legal
                  Proceedings
                5Item 4.
                Submission of
                  Matters to
                  a Vote of
                  Security
                    Holders
                5
 
 Part
        II
 
 Item 5.
                  Market for Registrant’s
                    Common Equity And
                    Related  Stockholder Matters
                  5Item 6.
                  Management’s Discussion
                    and Analysis or
                    Plan of
                    Operations
                  8Item 7.
                  Financial
                    Statements
                  12Item 8.
                  Changes in and
                    Disagreements with Accountants
                    on Accounting andFinancial
                    Disclosure
                  13Item 8a.
                  Controls and
                    Procedures
                  13
 Part
        III
 Item 9.
                  Directors and
                    Executive
                    Officers; Promoters
                    and
                    Control Persons;Compliance
                    with Section 16 (a)of
                    the
                    Exchange Act
                  13Item 10.
                  Executive
                    Compensation
                  17Item 11.
                  Security Ownership
                    of
                    Certain Beneficial Owners
                    and
                    Management
                  17Item 12.
                  Certain Relationships
                      andRelated
                      Transactions
                  18
 
 
  Part
          IV
 Item 13.
                    Exhibits and
                      Reports on
                      Form 8-K
                    19Item 14.
                    Principal
                      Accountant Fees
                      and Services
                    22
 Signatures
                          Page
                              F-1 follows Page
                              12
                        
                        23




Item
        1. Description
        of Business
 
 Purchase
        Point
        Media Corporation ("PPMC" or the "Company"), with offices located at 1100
        Malville Street, Suite 320, Vancouver, BC Canada V6E 4A6 was organized
        under the laws of the State of Minnesota on June 29, 1996. PPMC owns a patented
        grocery cart advertising display device called the *last* word® that
        attaches to supermarket shopping carts. At this time, patents have been granted
        in the United States, Canada, France, Germany and the United Kingdom. The *last* word® is a
        registered trademark owned by PPMC. The Company is still in the development
        stage and is not an operating company. There can be no assurance that the
        selling of advertising space to national advertisers will be developed or
        that
        the Company will achieve a profitable level of operation.
 
 The *last* word® is a clear
        plastic, weatherproof, highly durable, state of the art, point-of-purchase
        ("POP") display device that encloses a glossy color photo insert. The panel
        is
        1/4 inch thick, 7 inches high and 16 inches wide. The *last* word® insert
        contains 10 three by three inch advertisement frames. The *last* word® attaches to
        the back of the child's seat section in grocery carts, so that it is directly
        in
        front of the shopper's eyes. Management believes that the *last* word® has powerful
        advantages over competing POP advertising media.
 
 The
        development of
        the *last* word® began in
        1991 when the inventor, Albert Folsom, applied for patent protection. Subsequent
        to that, Amtel Communications Inc. ("Amtel") invested over $1,000,000 in
        the
        development of the *last* word®, which
        included applying for and receiving the registered trademark for the last
        word®.
        In June 1994, a Nevada corporation also called Purchase Point Media Corporation
        acquired the patents and the exclusive marketing rights and trademark. In
        April
        1997, a public Minnesota corporation acquired the assets of Purchase Point
        Media
        Corporation, leaving PPMC (Minnesota) as the surviving company.
 
 From
        1993 to
        present, PPMC worked on development of the *last* word TM ,
        seeking patent
        protection in additional countries and setting the stage to launch a global
        point of purchase advertisement service company. In November 2003 PPMC
        contracted with SourceOne in New York City to contract with grocery chains
        to
        lease the baby seat section of grocery carts and handle ad sales. PPMC has
        received a proposal from Spar Inc. to install the *last* word TM and handle the ad
        changes and maintenance. Spar Inc. has 6,500 people across the United States
        that provide services to stores. PPMC will contract with injection molding
        companies to manufacture the last word TM.
 
 This
        Annual Report
        on Form 10-KSB contains forward-looking statements within the meaning of
        the
        Private Securities Litigation Reform Act of 1995 ("Forward-Looking Statements").
        Such statements are subject to risks and uncertainties that could cause actual
        results to differ materially from those projected in such forward-looking
        statements. Certain factors which could materially affect such results and
        the
        future performance of the Company are described below under "Management's
        Discussion and Analysis or Plan of Operations - Other Matters."
  -1-


Marketing,
      Sales
      and Operations





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





Radio
      and TV





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




Shelf
      talkers,
      Coupon dispensers





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





The
      Point of
      Purchase (POP) Market





The
      following
      discussion of the Point of Purchase (POP) market is based upon the "Supermarket
      Buying Habits Survey" published by The Point Of Purchase Advertising Institute,
      Inc. (POPAI), based in Washington DC.. Point of purchase advertising is a $17
      billion business.The basis of the growth of POP advertising is its capacity
      to
      influence the buying decisions of shoppers after they enter a store. POPAI
      has
      determined that average shoppers make the decisions for choosing two thirds
      of
      their supermarket purchases after they enter a store. Other marketing
      professionals concur with these findings.





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


-2-







In-store
        POP
        advertising is effective because there are thousands of competing products.
        The
        average supermarket carries over 15,000 items and larger stores over 30,000.
        Each month a thousand new products fight for shelf space and the customer's
        attention.
 
 The
        majority of
        shoppers are impulse buyers. Every year fewer wives stay at home and read
        newspaper ads to plan their grocery shopping. The increase of two-household
        earners means considerably less time for planning. Consequently, more and
        more
        people do their grocery shopping without a list and are more susceptible
        to
        in-store advertising.
 
 In
        1986, grocery
        store sales topped $300 billion. By the year 2000, supermarket customers
        will
        spend about half a trillion dollars. These figures are based on a conservative
        6% annual growth rate during the 1990's.
 
 Packaged
        food
        companies are now entering over one thousand new products into the marketplace
        each month. In 1970, the average supermarket featured 7,800 items. By 1990,
        that
        number had reached approximately 15,000 and some carry more than 30,000
        items.
 
 In
        1965, the
        average trip to the grocery store lasted 28 minutes and the average weekly
        spending in supermarkets was $28.49. By 1990, shoppers made slightly more
        than
        two trips to the supermarket each week, spending more than $72.00 per trip.
        The
        major shopping trip now lasts nearly 50 minutes as the hurried shoppers are
        attempting to wrap up all of their required shopping in one trip.
 
 The
        majority of
        shoppers are working outside of the home and have little time to plan their
        shopping trip, making them much more vulnerable to influence and factors
        that
        promote their purchasing decisions while shopping.
 
 Competition
 
 A
        number of
        companies compete in the point of purchase grocery cart advertising industry.
        The most significant competitors are Actmedia Inc. ("Actmedia") and
        Floor
        Graphics.
 
 News
        Corp. acquired
        Actmedia Inc. of Darien, Connecticut, which was owned by Heritage Media Corp.
        and then changed the name to News America Marketing. News America Marketing
        named the grocery cart division, "Smart Source Carts" (sometimes referred
        to
        herein as Actmedia). News America Marketing is a large company, which competes
        in several categories of point of purchase supermarket advertising, including
        using grocery carts as the location for its advertising message. Actmedia
        pioneered grocery cart advertising and has proven that a single POP
        advertisement on a grocery cart can be effective and profitable.
 
 Smart
        Source Carts
        attaches an 8-inch by 9-inch by 9-inch single advertisement panel to the
        front
        inside and front outside of shopping carts. According to Actmedia promotional
        literature, its clients have commissioned the research company A.C. Nielsen
        to
        conduct over 600 independent surveys on Actmedia's ad program. Nielsen's
        findings concluded that Actmedia's grocery cart advertising increases average
        sales of the advertised products by 12.6%.
  -3-




In
        addition to
        Actmedia (News America), there are a number of other competitors in the
        industry. VideOcart is a shopping cart equipped with a black and white battery
        operated video screen, which imparts information as well as advertisements.
        Other competitors include shelf and aisle displays as well as a number of
        newer
        hi-tech POP displays. Various electronic in-store displays and coupon systems
        exist including: Aisle Vision to straddle the aisle; Market Vision, an
        electronic message board crawl screen; POPNET, a computerized in-store system
        displaying animated sequences and price promotions; Actmedia's Instant Coupon
        Machine, an on-shelf electronic dispensing device; and Shelf Vision, another
        electronic display system.
 
 In
        Store
        Advertising has a backlit display unit with an LED read out placed above
        the
        aisle in grocery stores. Other displays include motion-activated units designed
        to heighten product visibility. Camtalker's sensory equipment triggers a
        taped
        message whenever a customer comes within range. Soundtron also triggers a
        message to potential customers as does Voice Vendor.
 
 The
        Company
        believes that since the *last* word TM will be in
        continuous communication with each and every shopper in the store, it will
        be
        more effective than the products of its competitors.
 
 Patent
 
 The
        patent
        invention is a waterproof advertising display device. Broadly stated, the
        patent
        covers the combination of a telescopingly nestable shopping cart of the standard
        type, having a top-hinged rear gate and a rear receptacle, and an advertising
        holder mounted facing a user on the front wall of the rear receptacle, including
        a rear display plate over the advertising and a watertight seal such that
        liquids may not enter the advertising area.
 
 Also
        protected is
        the above combination wherein the cover plate is attached with a quick release
        hinge. It also includes an optional calculator assembly supporting the
        calculator at an upward angle for viewing by the user.
 
 Production
        and
        Manufacturing
 
 The
        early stage
        manufacturing of the *last* word® has been
        undertaken by Lesair, Inc. in San Diego, California. The manufacturer of
        the
        final production runs has not been determined. Competitive bids are being
        tendered at this time.
 
 Item
        2. Description
        of Property
 
 At
        present, the
        Company does not own any real property. The Company leases office space at
        $1,000 per month, on a month-to-month basis at Palmerston Avenue, West
        Vancouver, British Columbia, Canada.
  -4-




Item
        3. Legal
        Proceedings
 
 PPMC
        is not a party
        to any other litigation nor is its property the subject of any pending legal
        proceeding.
 
 Item
        4. Submission
        of Matters to a Vote of Security Holders
 
 No
        matters were
        submitted to a vote of the Company’s shareholders during the fourth quarter of
        the year ending June 30, 2005
 
 Part
        II
  Item
        5. Market for
        Common Equity and Related Stockholder Matters
 
 The
        Company's
        Common Stock trades on the OTC Pink Sheets Bulletin Board of the National
        Association of Securities Dealers, Inc. ("NASD") under the symbol "PPMC."
        As of
        June 30, 2005, the Company had approximately 110 holders of record of its
        Common
        Stock. These quotations represent prices between dealers, do not include
        retail
        mark ups, mark downs or commissions and do not necessarily represent actual
        transactions.
 
 The
        following table
        sets forth for each period indicated the high and the low bid prices per
        share
        for the Company's Common Stock. The Common Stock commenced trading on June
        9,
        1998.
  PriceHigh
                
                LowFiscal
                    Year 2005First
                    Quarter
                    Ended September 30
                
                $
                    0.74
                
                $
                    0.31Second
                    Quarter Ended December 31
                
                0.40
                
                0.08Third
                    Quarter
                    Ended March 31
                
                0.12
                
                0.07Fourth
                    Quarter Ended June 30
                
                0.10
                
                0.03Fiscal
                    Year 2004First
                    Quarter
                    Ended September 30
                
                $
                    0.15
                
                $
                    0.02Second
                    Quarter Ended December 31
                
                0.28
                
                0.05Third
                    Quarter
                    Ended March 31
                
                0.28
                
                0.14Fourth
                    Quarter Ended June 30
                
                0.64
                
                0.15


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




-5-







Recent
      Sales of
      Unregistered Securities





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





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





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





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





-6-







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




Title
                  and
              
              
              Principal
              Total
                  Offering PriceDate
              Amount
              
              Purchasers
              Underwriter
              Underwriting
                  DiscountsJuly
                  2003
              60,000
                  shares
                  of
              
              Private
                  Investor
              NA
              $.05
                  per
                  share/NAcommon
                  stockJuly
                  2003
              300,000
                  shares
              
              Private
                  Investor
              NA
              $.05
                  per
                  share/NAof
                  common
                  stockJune
                  2004
              100,000
                  shares
              
              Private
                  Investor
              NA
              $.05
                  per
                  share/NAof
                  common
                  stockFebruary
                  2005
              250,000
                  sharesof
                  common
                  stock
              
              Private
                  Investor
              NA
              $.08
                  per
                  share/NA




-7-





Item
        6.
        Management’s Discussion and Analysis or Plan of Operations
 
 The
        following
        discussion of our financial condition and results of operations should be
        read
        in conjunction with the financial statements and notes thereto and the other
        financial information included elsewhere in this report. Certain statements
        contained in this report, including, without limitation, statements containing
        the words “believes,”“anticipates,”“expects” and words of similar import,
        constitute “forward looking statements” within the meaning of the Private
        Securities Litigation Reform Act of 1995. Such forward-looking statements
        involve known and unknown risks and uncertainties. Our actual results may
        differ
        materially from those anticipated in these forward-looking statements as
        a
        result of certain factors, including our ability to create, sustain, manage
        or
        forecast our growth; our ability to attract and retain key personnel; changes
        in
        our business strategy or development plans; competition; business disruptions;
        adverse publicity; and international, national and local general economic
        and
        market conditions.
  Overview
 
 The
        Company is
        considered a development stage enterprise as defined in Financial Accounting
        Standards Board ("FASB") Statement No. 7, "Accounting and Reporting for
        Development Stage Companies". There is no assurance that future products
        developed by the Company will be commercially successful products, or that
        the
        Company will achieve a profitable level of operations.
 
 
 Note 5
        of the
        Notes to Financial Statements accompanying this report state that substantial
        doubt has been raised about our ability to continue as a going concern. Our
        present business operations do not generate any revenue with which to cover
        our
        expenses. We will have to raise capital through the placement of our securities
        in order to remain viable.
 
 Other
        Matters
 
 We
        are continuing
        to incur management and administrative costs, professional fees and other
        expenses. If we are unable to raise capital we will be unable to fund our
        plan
        of operations. Because we will continue to incur net losses, we may have
        to
        cease operations entirely. This factor, among others, raises substantial
        doubt
        about our ability to continue as a going concern. Our ability to continue
        as a
        going concern is dependent upon our ability to obtain funds to meet our
        obligations on a timely basis, obtain additional financing or refinancing
        as may
        be required, and ultimately to attain profitability. There are no assurances
        that we will be able to obtain any additional financing or, if we are able
        to
        obtain additional financing, that such financing will be on terms favorable
        to
        us. The inability to obtain additional financing when needed would have a
        material adverse effect on our operating results.
 
 -8-


Results
        of
        Operations Years ended June 30, 2005 and 2004
 
 The
        net loss
        increased from approximately $223,500 for the year ended June 30, 2004 to
        approximately $710,700 for the year ended June 30, 2005. The item of significant
        increase in the year ended June 30, 2005 over the comparable period of the
        prior
        year was an increase in general and administrative expenses from approximately
        $162,000 in 2004 to approximately $643,000 in 2005 primarily due to an increase
        in consulting fees in 2005.
 
 The
        net loss
        increased from approximately $92,100 for the year ended June 30, 2003 to
        approximately $223,500 for the year ended June 30, 2004. The items of
        significant increase (or decrease) in the year ended June 30, 2004 over the
        comparable period of the prior year were an increase in general and
        administrative expense from approximately $28,900 in 2003 to approximately
        $161,800 for the year ended June 30, 2004 due primarily to an increase in
        marketing expenses in 2004.
 
 
 The
        Form 10-KSB,
        other than the historical financial information, may consist of forward-looking
        statements that involve risks and uncertainties, including, but not limited
        to,
        statements contained in "Business" and "Management's Discussion and Analysis
        of
        Financial Condition and Results of Operations". Such statements are based
        on
        many assumptions and are subject to risks and uncertainties. Actual results
        could differ materially from the results discussed in the forward-looking
        statements due to a number of factors, including, but not limited to, those
        identified in the preceding paragraphs.
 
 LIQUIDITY
 
 We
        have no current
        operations that have generated any revenue. We must rely entirely on private
        placements of Company stock to pay operating expenses. At June 30, 2005 we
        had a
        working capital deficit of $1,433,000 as compared with a working capital
        deficit
        of $1,250,000 at June 30, 2004. The increase in our working capital deficit
        is a
        result of the net loss incurred during the year ended June 30, 2005. Since
        we
        have no source of revenue, our working capital deficit will continue to increase
        as we incur additional operating expenses. Presently, we have no external
        sources of cash and we are dependent upon private placements of our stock
        for
        funding.
 
 In
        August 2004, the
        Company contract with Charterhouse Capital Markets, Inc. ("CCMI"), to assist
        the
        Company in securing financing to conduct a nationwide rollout program of
        The
        LastwordTM.
 
 On
        November 4,
        2004, CCMI entered into a Memorandum of Understanding ("MOU") with Atlas
        E.D.C.
        under which CCMI and Atlas E.D.C. will issue a $100,000,000 variable rate
        demand
        note ("VRDN"). Under the terms of the MOU, Atlas E.D.C. will advance $5,000,000
        into escrow which are the fees required to rate, issue and place the
        $100,000,000 VRDN offer.
  -9-


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





CRITICAL
      ACCOUNTING
      ISSUES





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





NEW
      FINANCIAL
      ACCOUNTING STANDARDS





In
      December 2003,
      the FASB issued SFAS No. 132 (Revised) (“SFAS No. 132-R”), “Employer’s
      Disclosure about Pensions and Other Postretirement Benefits.” SFAS No. 132-R
      retains disclosure requirements of the original SFAS No. 132 and requires
      additional disclosures relating to assets, obligations, cash flows, and net
      periodic benefit cost for defined benefit pension plans and defined benefit
      post
      retirement plans. SFAS No. 132-R is effective for fiscal years ending after
      December 15, 2003, except that certain disclosures are effective for fiscal
      years ending after June 15, 2004. Interim period disclosures are effective
      for
      interim periods beginning after December 15, 2003.





In
      May 2003, the
      FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with
      Characteristics of Both Liabilities and Equity.” SFAS No. 150 clarifies the
      accounting for certain financial instruments with characteristics of both
      liabilities and equity and requires that those instruments be classified as
      liabilities in statements of financial position. Previously, many of those
      financial instruments were classified as equity. SFAS No. 150 is effective
      for
      financial instruments entered into or modified after May 31, 2003, and otherwise
      is effective at the beginning of the first interim period beginning after June
      15, 2003. The adoption of the provisions of SFAS No. 150 did not have a material
      impact on the Company’s financial position.




-10-







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





In
      January 2003,
      the FASB issued FIN 46, Consolidation of Variable Interest Entities. In December
      2003, the FASB issued FIN 46 (Revised) (“FIN 46-R”) to address certain FIN 46
      implementation issues. This interpretation requires that the assets,
      liabilities, and results of activities of a Variable Interest Entity (“VIE”) be
      consolidated into the financial statements of the enterprise that has a
      controlling interest in the VIE. FIN 46R also requires additional disclosures
      by
      primary beneficiaries and other significant variable interest holders. For
      entities acquired or created before February 1, 2003, this interpretation is
      effective no later than the end of the first interim or reporting period ending
      after March 15, 2004, except for those VIE’s that are considered to be special
      purpose entities, for which the effective date is no later than the end of
      the
      first interim or annual reporting period ending after December 15, 2003. For
      all
      entities that were acquired subsequent to January 31, 2003, this interpretation
      is effective as of the first interim or annual period ending after December
      31,
      2003. The adoption of FIN 46 did not have a
      material impact on the Company's results of operations or financial
      position.





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





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




-11-










Item
      7. Financial
      Statements




Page


1.
            Financial
                Documents:




Independent Auditors’
                Report
              F-1


Balance Sheets, June
              30,
              2005 and 2004
            F-2


Statements
                of
                Operations, Years EndedJune
                30, 2005
                and 2004 and thePeriod
                June
                28, 1996 (Date of Formation)Through
                June
                30, 2005
              F-3
 Statements
                        of
                        Stockholders’ Equity(Deficiency)
                        for the Period June 28,1996
                        (Date of
                        Formation) throughJune
                        30,
                        2005
                  F-4
                      -
                      F-5
 Statements
                              of
                              Cash Flows, YearsEnded
                              June
                              30, 2005 and 2004and
                              the
                              Period June 28, 1996(Date
                              of
                              Formation) throughJune
                              30,
                              2005
                      F-
                          6
  Notes
                          to Financial
                          Statements
                        F-
                          7 -
                          F-10




-12-
  
 **MADSEN
            & ASSOCIATES, CPA’s Inc.**
 **Certified
            Public Accountants and Business Consultants**
  684
              East Vine St,
              Suite 3
 Murray,
              Utah
              84107
 Telephone
              801
              268- 2632
 Fax
                801-262-3978
 
 Board
          of
          Directors
 Purchase
          Point
          Media Corporation
 West
          Vancouver B.C.
          Canada
 
 **REPORT
          OF
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 We
          have audited the accompanying balance sheet of Purchase Point Media Corporation
          (development stage company) at June 30, 2005 and
          the related
          statement of operations, stockholders' equity, and cash flows for the years
          ended June 30, 2005 and 2004 and the period June 28, 1996 (date of inception)
          to
          June 30, 2005. These financial statements are the responsibility of the
          Company's management. Our responsibility is to express an opinion on these
          financial statements based on our audit.
 
 We
          conducted our audit in accordance with the standards of the Public Company
          Accounting Oversight Board (United States). Those standards
          require that we plan and perform the audit to obtain reasonable assurance
          about
          whether the financial statements are free of material misstatement. An
          audit
          includes examining, on a test basis, evidence supporting the amounts and
          disclosures in the financial statements. An
          audit also
          includes assessing the accounting principles used and significant estimates
          made
          by management as well as evaluating the overall balance sheet presentation.
          We
          believe that our audit provides a reasonable basis for our opinion.
 
 In
          our opinion, the financial statements referred to above present fairly,
          in all
          material respects, the financial position of Purchase
          Point
          Media Corporation at
          June 30, 2005
          and the results of operations, and cash flows for
          the years ended
          June 30, 2005 and 2004 and the period June 28, 1996 to June 30, 2005 ,
          in conformity
          with accounting principles generally accepted in the United States of
          America.
 
 The
          accompanying
          financial statements have been prepared assuming that the Company will
          continue
          as a going concern. The Company will need additional working capital for
          its
          planned activity and to service its debt, which raises substantial doubt
          about
          its ability to continue as a going concern. Management's plans in regard
          to
          these matters are described in the notes to the financial statements. These
          financial statements do not include any adjustments that might result from
          the
          outcome of this uncertainty.
 s\
            Madsen & Associates, CPA’s Inc.
 Salt
            Lake City,
            Utah,
  F-1
  
 
 October
          3, 2005
 **PURCHASE
          POINT MEDIA CORPORATION**
 **(
          Development Stage Company)**
 
  **BALANCE
          SHEET**
 **June
          30,
          2005**
 ASSETSCURRENT
                        ASSETSCash
                    
                    $
                    -Total
                        Current
                        AssetsPROPERTY
                        AND
                        EQUIPMENT - net of depreciation
                    
                    
                    1,036PATENTS
                        - net
                        of amortization
                    
                    
                    11,166$
                    12202LIABILITIES
                        AND STOCKHOLDERS' DEFICIENCYCURRENT
                        LIABILITIESNotes
                        payable
                        - related parties
                    
                    $
                    826,983Accrued
                        interest payable - related parties
                    
                    
                    326,845Accounts
                        payable - related party
                    
                    
                    144,000Accounts
                        payable
                    
                    
                    135,461Total
                        Current
                        Liabilities
                    
                    
                    1,433,289STOCKHOLDERS'
                        DEFICIENCYPreferred
                        Stock50,000,000
                        shares authorized at no par value;2,000
                        shares
                        issued and outstanding at redemption value
                    
                    
                    170Common
                        stock100,000,000
                        shares authorized at no par value;21,928,940
                        shares issued and outstanding
                    
                    
                    1,782,983Additional
                        paid in capital
                    
                    
                    128,128Deficit
                        accumulated during the development stage
                    
                    
                    (3,332,368)Total
                        Stockholders' Deficiency
                    
                    
                    (1,421,087)$
                    12202
  The
            accompanying
            notes are an integral part of these financial statements.
  F-2
 
 **** **** **PURCHASE
            POINT MEDIA CORPORATION**
 ****  **(
            Development Stage Company)**
 **STATEMENT
            OF OPERATIONS**
 **For
            the
            Years Ended June 30, 2005 and 2004 and the**
 **Period
            June
            28, 1996 (date of Inception) to June 30, 2005**
  **Jun
                    30,**
                  **2005**
                
                
                **Jun
                    30,**
                  **2004**
                
                
                **Jun
                    28, 1996**
                    **to
                      Jun 30, 2005****REVENUES**
                
                $
                -
                
                $
                -
                
                $
                -**EXPENSES**Administrative
                
                
                642,700
                
                
                161,758
                
                
                2,389,803Depreciation
                    and amortization
                
                
                2,412
                
                
                3,084
                
                
                27,966**NET
                    LOSS** -before
                    other
                    expenses
                
                
                (645,112)
                
                
                (164,842)
                
                
                (2,417,769)**OTHER
                    EXPENSES**Loss
                    from
                    theft - net
                
                
                -
                
                
                -
                
                
                (354,477)Interest
                
                
                (65,590)
                
                
                (58,675)
                
                
                (560,122)**NET
                    LOSS**
                
                $
                (710,702)
                
                $
                (223,517)
                
                $
                (3,332,368)**NET
                    LOSS PER COMMON SHARE**Basic
                    and
                    diluted
                
                $
                (.03)
                
                $
                (.01)**AVERAGE
                    OUTSTANDING SHARES** (stated in 1,000's)Basic
                
                
                21,406
                
                
                17,826Diluted
                
                
                21,906
                
                
                18,326
  The
            accompanying
            notes are an integral part of these financial statements.
  F-3
  
  PURCHASE
          POINT MEDIA
          CORPORATION
 ****  **(
          Development Stage Company)**
 **STATEMENT
          OF CHANGES IN STOCKHOLDERS' EQUITY**
 **For
          the
          Years Ended June 30, 2005 and 2004 and the**
 **Period
          June
          28, 1996 (date of Inception) to June 30, 2005**
  
 **Preferred**
                    **Stock**
                  **Commom**
                    **Stock**
                  **Capital  In**
                    **Excess******************
                  
                  **Shares**
                  
                  Amount
                  
                  **Shares**
                  
                  **Amount**
                  
                  **of**
                    **Par   Value**
                  
                  AccumulatedDeflict**Balance
                      June 28, 1996**
                  
                  -
                  $
                  -
                  $
                  -
                  $
                  -
                  $
                  -
                  $
                  -Issuance
                      of
                      common stock for
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  -cash
                      at
                      $.009
                  
                  -
                  
                  -
                  
                  1,175,000
                  
                  10,000
                  
                  -
                  
                  -Common
                      stock
                      split
                  
                  -
                  
                  -
                  
                  3,525,000
                  
                  -
                  
                  -
                  
                  -Issuance
                      of
                      preferred stock for
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  -services
                      at
                      $.09
                  
                  2,000
                  
                  170
                  
                  -
                  
                  -
                  
                  -
                  
                  -Net
                      loss for
                      the periodended
                      June
                      30, 1996
                  
                  -
                  
                  
                  
                  -
                  
                  -
                  
                  -
                  
                  (338,760)Recapitalization
                      from reverse merger
                  
                  -
                  
                  -
                  
                  6,675,000
                  
                  8,500
                  
                  -
                  
                  -Net
                      loss for
                      the year endedJune
                      30,
                      1997
                  
                  -
                  
                  -
                  
                  -
                  
                  -
                  
                  
                  
                  (99,350)Net
                      loss for
                      the year endedJune
                      30,
                      1998
                  
                  -
                  
                  -
                  
                  -
                  
                  -
                  
                  -
                  
                  (142,719)Issuance
                      of
                      common stock forcash
                      at
                      $7.00
                  
                  -
                  
                  -
                  
                  34,571
                  
                  241,997
                  
                  -
                  
                  -Issuance
                      of
                      warrants for financingat
                      $.67 per
                      share
                  
                  -
                  
                  -
                  
                  -
                  
                  -
                  
                  23,104Net
                      loss for
                      the year endedJune
                      30,
                      1999
                  
                  -
                  
                  -
                  
                  -
                  
                  -
                  
                  -
                  
                  (458,843)Issuance
                      of
                      warrants for financingat
                      $.08 per
                      share
                  
                  -
                  
                  -
                  
                  -
                  
                  -
                  
                  83,738
                  
                  -Issuance
                      of
                      common stock forcash
                      at
                      $1.00
                  
                  -
                  
                  -
                  
                  117,665
                  
                  117,665
                  
                  -
                  
                  -Issuance
                      of
                      common stock forcash
                      at
                      $.50
                  
                  -
                  
                  -
                  
                  336,076
                  
                  168,038
                  
                  -
                  
                  -Net
                      loss for
                      the year endedJune
                      30,
                      2000
                  
                  -
                  
                  -
                  
                  -
                  
                  -
                  
                  
                  
                  (483,493)Issuance
                      of
                      warrants for financingat
                      $.08 per
                      share
                  
                  -
                  
                  -
                  
                  -
                  
                  -
                  
                  21,286
                  
                  -Issuance
                      of
                      common stockcash
                      at $1.00
                      - net of costs
                  
                  -
                  
                  -
                  
                  97,138
                  
                  97,138
                  
                  
                  
                  -Net
                      loss for
                      the year endedJune
                      30,
                      2001
                  
                  -
                  
                  -
                  
                  -
                  
                  -
                  
                  
                  
                  (282,592)Issuance
                      of
                      common stock forcash
                      at
                      $.05
                  
                  -
                  
                  -
                  
                  1,613,490
                  
                  80,673Issuance
                      of
                      common stock for debt
                  
                  -
                  
                  -
                  
                  3,500,000
                  
                  402,022
                  
                  -
                  
                  -Net
                      loss for
                      the year endedJune
                      30,
                      2002
                  
                  -
                  
                  -
                  
                  -
                  
                  -
                  
                  -
                  
                  (500,234)**Balance
                      June 30, 2002**
                  
                  2,000
                  $
                  170
                  
                  17,073,940
                  $
                  1,126,033
                  $
                  128,128
                  $
                  (2,305,991)
  The
            accompanying
            notes are an integral part of these financial statements
  F-4
  **PURCHASE
          POINT MEDIA CORPORATION**
 **(Development
          Stage Company)**
 **STATEMENT
          OF CHANGES IN STOCKHOLDERS' EQUITY- continued**
 **Period
          June
          28, 1996 (date of inception) to June 30, 2005**
 
  **Preferred**
                    **Stock**
                  **Commom**
                    **Stock**
                  
                  **Capital  In**
                    **Excess****Shares**
                  
                  **Amount**
                  
                  **Shares**
                  
                  **Amount**
                  
                  **of**
                    **Par   Value**
                  
                  **AccumulatedDeflict**Issuance
                      of
                      common stock forcash
                      at
                      $.10
                  
                  -
                  
                  -
                  
                  650,000
                  
                  39,000
                  
                  -Net
                      loss for
                      the year endedJune
                      30,
                      2003
                  
                  -
                  
                  -
                  
                  -
                  
                  -
                  
                  
                  
                  (92,158)Issuance
                      of
                      common stock forcash
                      at
                      $.05
                  
                  -
                  
                  -
                  
                  1,360,000
                  
                  68,000
                  
                  -Issuance
                      of
                      common stock forservices
                      at
                      $.05 to $.10
                  
                  -
                  
                  -
                  
                  595,000
                  
                  29,950
                  
                  -Net
                      loss for
                      the year endedJune
                      30,
                      2004
                  
                  -
                  
                  -
                  
                  -
                  
                  -
                  
                  
                  
                  (223,517)**Balance
                      June 30, 2004**
                  
                  2,000
                  
                  170
                  
                  19,678,940
                  
                  1,262,983
                  
                  128,128
                  
                  (2,621,666)Issuance
                      of
                      common stock for costof
                      stock
                      offering
                  
                  -
                  
                  -
                  
                  1,000,000
                  
                  -
                  
                  -
                  
                  -Issuance
                      of
                      common stock for paymentof
                      debt at
                      $.50 - August 2004
                  
                  -
                  
                  -
                  
                  190,000
                  
                  95,000
                  
                  -
                  
                  -Issuance
                      of
                      common stock for servicesat
                      $.50 -
                      August 2004
                  
                  -
                  
                  -
                  
                  400,000
                  
                  200,000
                  
                  -
                  
                  -Issuance
                      of
                      common stock for servicesat
                      $.50 -
                      October 2004
                  
                  -
                  
                  -
                  
                  410,000
                  
                  205,000
                  
                  -
                  
                  -Issuance
                      of
                      common stock for servicesat
                      $.08 -
                      March 2005
                  
                  -
                  
                  -
                  
                  250,000
                  
                  20,000
                  
                  -
                  
                  -Net
                      loss for
                      the year endedJune
                      30, 2005
                  
                  -
                  
                  -
                  
                  -
                  
                  -
                  
                  -
                  
                  (710,702)**Balance
                      June 30, 2005**
                  
                  2,000
                  $
                  170
                  
                  21,928,940
                  $
                  1782,983
                  $
                  128,128
                  $
                  (3,332,368)
  The
          accompanying
          notes are an integral part of these financial statements
  F-5
  
  **** **** **PURCHASE
          POINT MEDIA CORPORATION**
 ****  **(
          Development Stage Company)**
 **STATEMENT
          OF CASH FLOWS**
 **For
          the
          Years Ended June 30, 2005 and 2004 and the**
 **Period
          June
          28, 1996 (date of inception) to June 30, 2005**
 
 **Jun
                      30,**
                    **2005**
                  
                  
                  **Jun
                      30,**
                    **2004**
                  
                  
                  **Jun
                      28, 1996**
                      **to
                        Jun 30, 2005****CASH
                      FLOWS FROM****OPERATING
                      ACTIVITIES**Net
                      loss
                  
                  
                  ($710,702
                  )
                  
                  ($223,517
                  )
                  
                  ($3,332,368
                  )Adjustments
                      to reconcile net loss tonet
                      cash
                      provided by operatingactivitiesDepreciation
                      and amortization
                  
                  
                  2,412
                  
                  
                  3,085
                  
                  
                  27,966Changes
                      in
                      other assets
                  
                  
                  4,767
                  
                  
                  -4,767Changes
                      in
                      accounts payable
                  
                  
                  251,664
                  
                  
                  82,585
                  
                  
                  1,114,603Issuance
                      common & preferredstock
                      for
                      expenses
                  
                  
                  425,000
                  
                  
                  425,000
                  
                  
                  463,620Issuance
                      of
                      warrants for financing
                  
                  
                  
                  
                  
                  
                  
                  
                  128,128Net
                      Change in
                      Cash From Operations
                  
                  
                  (26,859)
                  
                  
                  (107,897)
                  
                  
                  (1,593,284)**CASH
                      FLOWS FROM INVESTING ACTIVITIES**Security
                      deposit
                  
                  
                  -
                  
                  
                  -
                  
                  
                  600Acquisition
                      of patents
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (31,542)Purchase
                      of
                      equipment
                  
                  
                  -
                  
                  
                  (1,480)
                  
                  
                  (12,793)-
                  
                  
                  (1,480)
                  
                  
                  (44935)**CASH
                      FLOWS FROM FINANCING****ACTIVITIES**Net
                      proceeds
                      from notespayable
                      -
                      related parties
                  
                  
                  -
                  
                  
                  56,500
                  
                  
                  815,708Proceeds
                      from
                      issuance ofcommon
                      stock
                  
                  
                  -
                  
                  
                  68,000
                  
                  
                  822,511-
                  
                  
                  124,500
                  
                  
                  1,638,219Net
                      Increase
                      in Cash
                  
                  $
                  (26,859)
                  
                  
                  15,123
                  
                  
                  -Cash
                      at
                      Beginning of Period
                  
                  
                  26,859
                  
                  
                  11,736
                  
                  
                  -Cash
                      at End
                      of Period
                  
                  $
                  
                  
                  $
                  26,859
                  
                  $**NON
                      CASH FLOWS FROM OPERATING ACTIVITIES**Issuance
                      of
                      2,000 preferred sharesfor
                      services
                      - 1996
                  
                  
                  
                  
                  
                  
                  
                  $
                  170Issuance
                      of
                      595,000 common sharesfor
                      services
                      - 2004
                  
                  
                  
                  
                  
                  
                  
                  
                  29,950Issuance
                      of
                      1,060,000 common sharesfor
                      services
                      - 2005
                  
                  
                  
                  
                  
                  
                  
                  
                  425,000
  The
          accompanying notes are an
          integral part of these financial statements
  F-6
  
  **PURCHASE
          POINT MEDIA CORPORATION**
 **(
          Development Stage Company)**
 **NOTES
          TO
          FINANCIAL STATEMENT**
 **June
          30,
          2005**
  
  **1.**  **ORGANIZATION**
 
 The
          Company was
          incorporated under the laws of the state of Minnesota on June 28, 1996
          with the
          name “Leghorn Inc.” with authorized common stock of 100,000,000 shares with no
          par value and 50,000,000 preferred shares with no par value. The terms
          of the
          preferred stock included rights to convert to common stock which has expired.
          No
          new terms have been established by the board of directors. During July
          1997 the
          Company changed its name to “Purchase Point Media Corporation” as part of a
          reverse merger.
 
 The
          Company is in
          the business of the development and marketing of advertising space, to
          national
          advertisers, on a patented grocery cart display devise. On the report date
          operations had not started and the Company is in the development
          stage.
  **2.
          SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES**
 
 Accounting
          Methods
 
 The
          Company
          recognizes income and expenses based on the accrual method of
          accounting.
 
 Dividend
          Policy
 
 The
          Company has not
          yet adopted a policy regarding payment of dividends.
 
 Income
          Taxes
 
 The
          Company
          utilizes the liability method of accounting for income taxes. Under the
          liability method deferred tax assets and liabilities are determined based
          on the
          differences between financial reporting and the tax bases of the assets
          and
          liabilities and are measured using the enacted tax rates and laws that
          will be
          in effect, when the differences are expected to reverse. An allowance against
          deferred tax assets is recognized, when it is more likely than not, that
          such
          tax benefits will not be realized.
 
 On
          June 30, 2005, the Company had a net operating loss carry forward of $3,332,368,
          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
          2025.
 
 Basic
          and
          Diluted Net Income (Loss) Per Share
 
 Basic
          net income
          (loss) per share amounts are computed based on the weighted average number
          of
          shares actually outstanding. Diluted net income (loss) per share amounts
          are
          computed using the weighted average number of common shares and common
          equivalent shares outstanding as if shares had been issued on the exercise
          of
          any common or preferred share rights unless the exercise becomes antidilutive
          and then only
          the basic per share amounts are shown in the report.
  F-7
  
  **PURCHASE
          POINT MEDIA CORPORATION**
 **(
          Development Stage Company)**
 **NOTES
          TO
          FINANCIAL STATEMENTS (Continued)**
 **June
          30,
          2005**
  
  **2.
          SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES** -
          continued
 
 Financial
          and
          Concentrations Risk
 
 The
          Company has no
          financial instruments that potentially subject the Company to significant
          concentration of credit risk.
  Property
          and
          equipment
 
 The
          Company’s
          property and equipment consists of the following:
  Office and other
                  equipment at cost
                $3,549Less accumulated
                  depreciation
                $2,513$1,036
 Office
            equipment is
            depreciated on the straight line method over five and seven years.
 
 Patents
 
 Patents
            have been
            recorded at cost and are being amortized over their useful lives of 17
            years as
            follows.
  Patents at
                    cost
                  $ 23,143Less accumulated
                    amortization
                  $11,977$11,166
 Patents
              are being
              amortized at the rate of $1,825 each year.
  Research
              and
              Development Costs
 
 Research
              and
              development costs, including wages, supplies, and depreciation on equipment
              used
              in the research activity, are being expensed as incurred.
 
 Revenue
              Recognition
 
 Revenue
              will be
              recognized on the sale and delivery of a product or the completion
              of a service
              provided.
 
 Advertising
              and
              Market Development
 
 The
              company will
              expense advertising and market development costs as incurred.
 
 Evaluation
              of
              Long-Lived Assets
 
 The
              Company
              periodically reviews its long lived assets, including equipment and
              patents, and
              makes adjustments, if the carrying value exceeds the fair value.
  F-8
  
   **PURCHASE
              POINT MEDIA CORPORATION**
 **(
              Development Stage Company)**
 **NOTES
              TO
              FINANCIAL STATEMENTS (Continued)**
 **June
              30,
              2005**
 **2.
              SUMMARY
              OF SIGNIFICANT ACCOUNTING POLICIES** -
              continued
 
 Estimates
              and
              Assumptions
 
 Management
              uses
              estimates and assumptions in preparing financial statements in accordance
              with
              accounting principles generally accepted in the United States of America.
              Those
              estimates and assumptions affect the reported amounts of the assets
              and
              liabilities, the disclosure of contingent assets and liabilities, and
              the
              reported revenues and expenses. Actual results could vary from the
              estimates
              that were assumed in preparing these financial statements.
 
 Financial
              Instruments
 
 The
              carrying
              amounts of financial instruments are considered by management to be
              their fair
              values due to their short term maturities.
 
 Recent
              Accounting Pronouncements
 
 The
              Company does
              not expect that the adoption of other recent accounting pronouncements
              will have
              a
              material impact on its financial statements.
 
 **3.
              CAPITAL
              STOCK**
 
 During
              the year
              ended June 30, 2005 the Company issued 1,000,000 common shares as issuance
              costs
              for private placement stock sales, 190,000 private placement common
              shares for
              payment of debt, and 1,060,000 private placement common shares for
              services.
 
 **4.
              SIGNIFICANT TRANSACTIONS WITH**  **RELATED
              PARTIES**
 
 Officer-directors
              own 33% of the outstanding common shares of the Company and have demand,
              6%
              notes payable due them of $826,983 plus accrued interest payable of
              $326,845 on
              June 30, 2005. An officer-director also has accrued consultant fees
              due him of
              $144,000.
 
 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.
  F-9
  **PURCHASE
          POINT MEDIA CORPORATION**
 **(
          Development Stage Company)**
 **NOTES
          TO
          FINANCIAL STATEMENTS (Conti** **nued)**
 **June
          30,
          2005**
  
  **5** **.
          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.
 
 If
          a director of the Company is able to complete the contract outlined in
          note 4, a
          funding group has agreed to provide additional capital, in the form of
          loan
          advances or equity investments, which will provide adequate capital for
          the
          Company’s further growth and development.
  F-10


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





Not
      applicable





Item
      8a. Controls
      and Procedures





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





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





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





PART
      III





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





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






Name
            Age
            PositionAlbert P.
              Folsom
            63
            President and
              DirectorRaymong A.
              Hatch
            60
            DirectorMichael F.
              Reuling
            60
            DirectorRobert
              O'Connell
            55
            Manager - Advertising
              and
                MediaThomas
              Lieb
            45
            Manager - Store
              OperationsDal
              Brickenden
            57
            Advertising
              ConsultantClete J.
              Thill
            64
            Retail
              Consultant


-13-


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





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





Albert
      P. Folsom,
      President and Director





Al
      Folsom invented
      The Last Word, an advertisement display device and formed Amtel Communications
      Inc. to develop and patent the product. In 1997, Mr. Folsom merged PPMC with
      public Minnesota Company. Since then he has raised funds to maintain operations,
      spearhead patent work, and bring together a management team to launch operations
      and negotiate contracts with strategic partners and out-source companies





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





Raymond
      A. Hatch,
      Director


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





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


-14-








Mr.
        Hatch attended
        the University of Colorado, New York University Graduate School of Business
        Administration, New York Institute of Finance and the Hill School of Insurance.
        He was a consultant to American International Life Assurance Co., a member
        of
        the AIG Group, and was also associated with Nationwide Insurance. He held
        a New
        York State Life License and New York State broker license. Mr. Hatch was
        a
        regular member of the American Stock Exchange and an allied member of the
        NYSE
        on several occasions, a principal of the NASD and was a registered investment
        advisor with the SEC for over ten years.
 
 Michael
        F. Reuling,
        Director
 In
        late 1981, Mr.
        Reuling moved from the legal side of the business to the development side,
        becoming Senior Vice President of Real Estate. In 1987 he became Executive
        Vice
        President of Store Development with responsibility for all store development
        functions, including real estate, design and construction. Mr. Reuling
        supervised a corporate development team that developed hundreds of supermarkets
        and drugstores throughout the country with an annual capital budget in excess
        of
        $2 billion. He also played a key role in Albertson’s merger and acquisition
        program. Upon consummation of the merger of Albertson’s and American Stores
        Company in 1999, Mr. Reuling assumed the role of Vice Chairman of the merged
        company with responsibility for store development, information technology,
        human
        resources and finance. He retired in 2001 and has since worked as a development
        consultant.
 
 Mr.
        Reuling grew up
        in Morton, Illinois where he attended public schools. He subsequently received
        a
        B.A. from Carleton College in Northfield, Minnesota and a J.D. from the
        University of Michigan Law School in Ann Arbor, Michigan. He is a member
        of the
        Utah, Idaho and Texas bar associations. He served for nine years as a member
        of
        the board of Capital City Development Corporation, the redevelopment agency
        of
        the City of Boise, and has also served on the boards of several local non-profit
        organizations. Mr. Reuling is presently on the board of directors of Jackson
        Food Stores, Inc., a 100+ unit convenience store chain based in Boise and
        operating in several intermountain states.
 
 Robert
        O’Connell.
 Manager
        -
        Advertising and Media
 
 Bob
        O’Connell is
        President, Founder and CEO of SourceOne. He has over 25 years of experience
        in
        advertising agency, brand management, and promotion agency management. He
        started his advertising career as a media planner for American Home Products
        and
        Schlitz Beer consumer products, and progressed to senior account management
        positions on M&M/Mars and other leading packaged goods accounts. He has
        brand management experience with Lever Brothers, Drake Bakeries and Kraft
        General Foods (Entenmann’s). Bob's team at Entenmann’s received industry
        accolades for the launch of Entenmann's Fat Free line. Bob's entrepreneurial
        experience includes growing a small design company into a major sales promotion
        agency with blue chip clients (Gillette, Guinness, M&M/Mars, Warner
        Lambert). Guinness Import Company rewarded his agency with management of
        up to 4
        major imported beers. Bob has Internet and new media experience including
        CBS TV
        and Radio promotion that was used successfully by Key Food Supermarkets.
 
 Mr.
        O’Connell
        received his MBA from St. Johns University. He has been an Assistant Adjunct
        Professor of Brand Management, Marketing and Electronic Media at New York
        University’s Stern School of Business. He manages the Kraft/NYU International
        Student Program. He has served as Co-Chairman of the Academic Committee for
        the
        Promotional Marketing Association of America.
 
 -15-


Thomas
      Leib.


Manager
      - Store
      Operations





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





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





Dal
      Brickenden,
      Advertising Consultant


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





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





Clete
      J. Thill,
      Retail Consultant


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




-16-







Item
        10. Executive
        Compensation
 
 The
        following table
        sets forth information for the years ended June 30, 2005 and 2004 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, 2005 and 2004.
 Summary
                    Compensation TableAnnual
                    Compensation
                
                Long-TermCompensationName
                    and
                    Principal Position
                
                Year
                
                Salary
                
                Bonus
                
                OtherAlbert
                    P.
                    Folsom
                
                2005
                
                $
                    72,000
                (a)
                $
                    -
                
                $
                    -President
                    and
                    Chief Executive Officer
                
                2004
                
                $
                    -
                
                $
                    -
                
                $
                    -(a)
                    The
                    amount has been accrued as of June 30, 2005
  Item
          11. Security
          Ownership of Certain Beneficial Owners and Management
 
 The
          following table
          sets forth certain information regarding the beneficial ownership of the
          Company's Common Stock as of September 1, 2005 by (a) each person known
          by the
          Company to own beneficially more than 5% of the Company's Common Stock,
          (b) each
          director of the Company who beneficially owns Common Stock, (c) each of
          the
          persons named in the Summary Compensation Table who beneficially owns Common
          Stock and (d) all officers and directors of the Company as a group. Each
          named
          beneficial owner has sole voting and investment power with respect to the
          shares
          owned.
  Percentage
                      of
                  Common
                      StockName
                      and
                      Address
                  Ownership
                  Beneficially
                      OwnedAlbert
                      P.
                      Folsom
                  14.91%
                  3,337,500
                  (1,2)Amtel
                      Communications, Inc.
                  14.91%
                  3,337,500
                  (3)Raymond
                      A.
                      Hatch
                  2.23%
                  500,000
                  (4)Starbright
                      Nmg, Limited Partnership
                  14.91%
                  3,500,000
                  (5)All
                      officers
                      and directors as a group
                  47.70%
                  10,675,000
 *
            less than
            1%
 
 (1)
            Consists of
            shares held by Folsom Family Holdings. Mr. Folsom has a 10% interest
            in such
            entity. Mr. Folsom's address is c/o the Company.
 
 (2)
            Does not
            include 3,337,500 shares owned by Amtel. Mr. Folsom is an officer of
            Amtel.
 
 (3)
            The address of
            Amtel is c/o Martin and Associates, #2100-1066 West Hastings Street,
            Vancouver,
            British Columbia, Canada V6E 3X2 and the principal stockholder of Amtel
            is Rurik
            Trust, a Grand Cayman Islands Trust formed in 1986.
 
 -17-





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


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




(6)
              Includes
                  3,337,500 shares owned by Folsom Family Holdings. See Footnote
                  1.
 (7)
              As
                  of
                  September 1, 2005, there are 22,368,940 shares of common stock
                  outstanding.


Item
      12. Certain
      Relationships and Related Transactions





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





The
      development
      activities of the Company are being financed through advances by Amtel, which
      is
      a major shareholder. The Company owed Amtel $567,911 at June 30, 2005 and 2004.
      Interest expense on these advances was $45,577 and $42,699 for the years ended
      June 30, 2005 and 2004, respectively, and $334,344 for the period June 28,
      1996
      (Date of Formation) through June 30, 2005. 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, 2005
      and 2004 of $72,000 and $-0- and $144,000 for the period June 28, 1996 (Date
      of
      Formation) through June 30, 2005, respectively. The Company owed Folsom $334,344
      and $259,206 at June 30, 2005 and 2004, respectively. Interest expense was
      $20,185 and $15,079 for the years ended June 30, 2005 and 2004, respectively,
      and $95,273 for the period June 28, 1996 (Date of Formation) through June 30,
      2005. All consulting and interest has been accrued.





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




-18-
  
 Item
          13. Exhibits
          and Reports on Form 8-K
 
 (a)
                The
                    following
                    financial statements and supplementary financial information
                    are filed as
                    part of this Annual Report on Form
                    10-KSB:







Page


1996
            Financial
                Documents:






ndependent
              Auditors’ Report
            F-1


Balance Sheets,
                June 30,
                2005 and 2004
              F-2
 Statements
                  of
                  Operations, Years EndedJune
                  30,
                  2005, 2004 and thePeriod
                  June
                  28, 1996 (Date of Formation)Through
                  June
                  30, 2005
                F-3
  Statements
                      of
                      Stockholders’Deficiency
                      for the Period June 28,1996
                      (Date of
                      Formation) through
                    June
                      30,
                      2005
                  F-4
                        -
                        F-5
  Statements
                            of
                            Cash Flows, YearsEnded
                            June
                            30, 2005, and 2004and
                            the
                            Period June 28, 1996(Date
                            of
                            Formation) throughJune
                            30,
                            2005
                      F-
                              6
 Notes
                            to
                            Financial Statements
                        F-
                              7 -
                              F-10
  -19-
 1.    
Financial
                Statement
                Schedules:
 All
                schedules are
                omitted because they are inapplicable, not required or the information
                is
                included in the financial statements or notes thereto.
 
 (a)
                      Reports
                          on
                          Form 8-K:
 
 There
                were no
                current reports on Form 8-K filed by the Registrant during the quarter
                ended
                June 30, 2005
 
 (b)
                      The
                          following
                          Exhibit Index sets forth the applicable exhibits (numbered
                          in accordance
                          with Item 601 of Regulation S-K) which are required to
                          be filed with the
                          Annual Report on Form 10-KSB.
  Exhibit
                Number      Title
  3
                            (a)
                        Certificate
                          of Incorporation and Bylaws of Registrant.Incorporated
                          by Reference to Exhibit 3(a) and 3(b) of the Company’s Report on Form
                          10-SB dated February 11, 1999.
  10
                                (a)
                            Agreement
                              dated September 15, 1998 between International Trade
                              Group,LLC and
                              the Registrant. Incorporated
                              by Reference to Exhibit 10 (a) of the Company’s Report on Form 10-SB dated
                              February 11, 1999.
 10
                                      (b)
                                  Agreement
                                    dated August 14, 1998 between Culver Associates,
                                    Ltd. and the
                                    Registrant.Incorporated
                                    by Reference to Exhibit 10 (b) of the Company’s Report on Form 10-SB dated
                                    February 11, 1999.
 10
                                              (c)
                                          Agreement
                                            dated August 12, 1998 between Dorian
                                            Capital Corporation and the
                                            Registrant. Incorporated by Reference
                                            to Exhibit 10 ( c) of the Company’s
                                            Report on Form 10-SB dated February 11,
                                            1999.
 -20-
 10
                          (d)
                      Agreement
                          dated April 25, 1999 between Roger Jung (assigned to Last
                          Word Management,
                          Inc.) and the Registrant.Incorporated
                          by Reference to Exhibit 10 (d) of the Company’s Report on Form 10-SB dated
                          February 11, 1999.
 10
                                (e)
                            Agreement
                                dated September 1, 1999 between Vintage International
                                Corp. and the
                                Registrant.Incorporated
                                by Reference to Exhibit 10(e) of the Company’s Annual Report on Form
                                10-KSB for the year ended June 30, 2000.
 10
                                      (f)
                                  Agreement
                                      dated February 1, 2000 between Quadrant Financial
                                      Inc. and the Registrant.Incorporated
                                      by Reference to Exhibit 10(f) of the Company’s Annual Report on Form
                                      10-KSB for the year ended June 30,
                                      2000.
  Exhibit
                              31 - Certification of the Chief Executive Officer
                              pursuant to Section 302 of the Sarbanes-Oxley Act of
                              2002.
 
 Exhibit
                              32 - Certification of the Chief Executive Officer
                              pursuant to Section 906 of the Sarbanes-Oxley Act of
                              2002.
 -21-
  
 ITEM
                                  14. PRINCIPAL
                                  ACCOUNTANT FEES AND SERVICES
 
 In
                                  accordance with
                                  the requirements of the Sarbanes-Oxley Act of 2002
                                  and the Audit Committee's
                                  charter, all audit-related work and all non-audit
                                  work performed by our
                                  independent accounts, Madsen & Associates, CPA's Inc. is approved in advance
                                  by the Audit Committee, including the proposed
                                  fees for such work. The Audit
                                  Committee is informed of each service actually
                                  rendered.
 
 *Audit
                                  Fees* .
                                  Audit fees
                                  expected to be billed to us by Madsen & Associates, CPA's Inc. for the audit
                                  of financial statements included in our Annual
                                  Reports on Form 10-KSB, and
                                  reviews of the financial statements included in
                                  our Quarterly Reports on Form
                                  10-QSB, for the years ended June 30, 2005 and 2004
                                  are approximately $4,700 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, 2005 and 2004, 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, 2005 and 2004,
                                  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, 2005 and 2004,
                                  respectively, for permitted
                                  non-audit services.
 
 *Other
                                  Matters* .
                                  The Audit
                                  Committee of the Board of Directors has considered
                                  whether the provision of the
                                  Audit-Related Fees, Tax Fees and All Other Fees
                                  are compatible with maintaining
                                  the independence of our principal accountant.
 
 Applicable
                                  law and
                                  regulations provide an exemption that permits certain
                                  services to be provided by
                                  our outside auditors even if they are not pre-approved.
                                  We have not relied on
                                  this exemption at any time since the Sarbanes-Oxley
                                  Act was
                                  enacted.
 
 The
                                  Audit Committee
                                  approved 100% of the services to be rendered by
                                  Madsen & Associates, CPA's
                                  Inc. for the audit of financial statements included
                                  in our Annual Reports on
                                  Form 10-KSB and reviews of the financial statements
                                  included in our Quarterly
                                  Reports on Form 10-QSB, for the years ended June
                                  20, 2005 and 2004.
 
 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.
 
  -22-
  SIGNATURES
 
 In
                                        accordance with
                                        the Securities Exchange Act of 1934, this
                                        report has been signed below by the
                                        following persons on behalf of the registrant
                                        and in the capacities and on the
                                        dates indicated.
 
 Dated:
                                        October 11,
                                        2005
 
 PURCHASE
                                        POINT
                                        MEDIA CORPORATION
 
 By: /s/ Albert P.
                                        Folsom
 Albert
                                        P.
                                        Folsom
 President
                                        and Chief
                                        Executive Officer
 
 
 /s/
                                        Albert P.
                                        Folsom
 Albert
                                        P.
                                        Folsom
 President,
                                        Chief
                                        Executive Officer and Director
 
 /s/
                                        Raymond A.
                                        Hatch
 Raymond
                                        A.
                                        Hatch
 Director
 
 /s/
                                        Michael F.
                                        Rueling
 Michael
                                        F.
                                        Rueling
 Director
  -23-