SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB





| | [X]  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 
| | ---- | ----------------------------------------------------------------------------------------
| |      |                                                                                         
| |      | FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2006                                        
| |      |                                                                                         
| | [  ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



COMMISSION FILE NUMBER 000-29249



True Product ID, Inc. (formerly ONTV, Inc.)

(Exact name of registrant as specified in its charter)



| |  | Delaware                                                              |  | 16-1499611                          
| |  | --------------------------------------------------------------------- |  | ------------------------------------
| |  | (State or other jurisdiction of  incorporation organization)          |  | (I.R.S. Employer Identification No.)
| |  |                                                                       |  |                                     
| |  | 2600 Center Square West
1500 Market Street
Philadelphia, Pennsylvania |  | 19102                               
| |  | (Address of principal executive offices)                              |  | (Zip Code)                          



Registrant's telephone number, including area code:  215-496-8102



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

Securities registered pursuant to Section 12(g) of the Act:



Common Stock, $0.001 par value

(Title of Class)



ONTV, Inc.

2444 Innovation Way, Bldg. 10, Rochester, New York 14624



(Former name, former address and former fiscal year, if changed since last report)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X    No .



As of January 8, 2007 there were333,622,336 shares of the registrant's Common Stock outstanding.



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

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|TRUE PRODUCT ID, INC. (formerly ONTV, Inc.)

(A DELAWARE CORPORATION)

PHILADELPHIA, PENNSYLVANIA



TABLE OF CONTENTS


Consolidated Balance Sheets at December 31, 2006 (Unaudited) and
June 30, 2006
F-2

Consolidated Statements of Operations for the Three Months Ended
December 31, 2006 and 2005 (Unaudited)
F-3

Consolidated Statements of Operations for the Six Months Ended
December, 2006 and 2005 (Unaudited)
F-4

Consolidated Statements of Cash Flows for the Six Months Ended
December 31, 2006 and 2005 (Unaudited)
F-5

Notes to Consolidated Financial Statements
F-6
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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|TRUE PRODUCT ID, INC. (formerly ONTV, Inc.)                |              |  |            
|---------------------------------------------------------- | ------------ |  | -----------
|(A DEVELOPMENT STAGE COMPANY)                              |              |  |            
|(A DELAWARE CORPORATION)                                   |              |  |            
|Philadelphia, Pennsylvania                                 |              |  |            
|                                                           |              |  |            
|CONSOLIDATED BALANCE SHEETS                                |              |  |            
|                                                           |              |  |            
|                                                           | (Unaudited)  |  |            
|                                                           | December 31, |  | June 30,   
|                                                           | 2006         |  | 2006       
|                                                           |              |  |            
|ASSETS                                                     |              |  |            
|                                                           |              |  |            
|Current Assets                                             |              |  |            
|Cash and Cash Equivalents                                  | $       528  |  | $       -  
|                                                           |              |  |            
|Total Current Assets                                       | 528          |  | -          
|                                                           |              |  |            
|Interest Receivable - Related Party                        | 21,563       |  | 12,938     
|Note Receivable - Related Party                            | 300,000      |  | 300,000    
|Technology License - Net of Accumulated Amortization       | 551,512      |  | 581,458    
|                                                           |              |  |            
|Total Assets                                               | $   873,603  |  | $894,396   
|                                                           |              |  |            
|LIABILITIES AND STOCKHOLDERS' EQUITY                       |              |  |            
|                                                           |              |  |            
|Current Liabilities                                        |              |  |            
|Accounts Payable and Accrued Expenses                      | $  1,490,746 |  | $ 538,821  
|                                                           |              |  |            
|Total Current Liabilities                                  | 1,490,746    |  | 538,821    
|                                                           |              |  |            
|Other Liabilities                                          |              |  |            
|Accrued Expenses - Related Party                           | 521,500      |  | 521,500    
|Due to Related Party                                       | 176,240      |  | 176,240    
|                                                           |              |  |            
|Total Liabilities                                          | 2,188,486    |  | 1,236,561  
|                                                           |              |  |            
|Stockholders' Equity                                       |              |  |            
|Common Stock:  $.001 Par; 1,000,000,000 Shares Authorized; |              |  |            
|333,622,336 and 254,712,096 Shares Issued,                 |              |  |            
|respectively; and 333,622,336 and 254,712,096              |              |  |            
|Shares Outstanding, respectively                           | 333,622      |  | 254,712    
|Additional Paid-In Capital                                 | 6,300,913    |  | 1,425,075  
|Accumulated Deficit                                        | (7,947,918)  |  | (2,020,452)
|                                                           | (1,313,383)  |  | (340,665)  
|Less: Stock Held in Trust                                  | 1,500        |  | 1,500      
|Total Stockholders' Equity (Deficit)                       | (1,314,883)  |  | (342,165)  
|                                                           |              |  |            
|Total Liabilities and Stockholders' Equity                 | $   873,603  |  | $ 894,396  

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|TRUE PRODUCT ID, INC. (formerly ONTV, Inc.)                             
|------------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                           
|(A DELAWARE CORPORATION)                                                
|Philadelphia, Pennsylvania                                              
|                                                                        
|CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)                       
|                                                                        
|                                                                        
|                                                                        
|Revenues, Net of Returns                                                
|                                                                        
|Expenses                                                                
|Amortization                                                            
|Payroll and Payroll Taxes                                               
|Technology License Fee                                                  
|Officer and Director Compensation                                       
|Consulting fees                                                         
|Other                                                                   
|Total Expenses                                                          
|                                                                        
|Loss Before Other Income and                                            
|Provision for Income Taxes                                              
|                                                                        
|Other Income                                                            
|Interest Income - Related Party                                         
|                                                                        
|Loss Before Provision for Income Taxes                                  
|                                                                        
|Provision for Income Taxes                                              
|                                                                        
|Loss from Operations                                                    
|                                                                        
|Discontinued Operations                                                 
|Loss from Operations of Disposed Subsidiaries, Net of Taxes             
|Loss from Disposal of Subsidiaries, Net of Taxes                        
|                                                                        
|Loss from Discontinued Operations                                       
|                                                                        
|Net Loss for the Period                                                 
|                                                                        
|EARNINGS PER SHARE                                                      
|                                                                        
|Weighted Average Number of Common Shares Outstanding  Basic and Diluted
|                                                                        
|Earnings Per Common Share  Basic and Diluted                           
|Loss from Operations                                                    
|Loss from Discontinued Operations                                       
|Net Loss                                                                



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|TRUE PRODUCT ID, INC. (formerly ONTV, Inc.)                                                   |              |           
|--------------------------------------------------------------------------------------------- | ------------ | ----------
|(A DEVELOPMENT STAGE COMPANY)                                                                 |              |           
|(A DELAWARE CORPORATION)                                                                      |              |           
|Philadelphia, Pennsylvania                                                                    |              |           
|                                                                                              |              |           
|CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)                                             |              |           
|                                                                                              |              |           
|                                                                                              |              |           
|                                                                                              |              |           
|Six Months Ended December 31,                                                                 | 2006         | 2005      
|                                                                                              |              |           
|Cash Flows from Operating Activities                                                          |              |           
|                                                                                              |              |           
|Net Loss for the Period                                                                       | $(5,927,466) | $(576,216)
|                                                                                              |              |           
|Adjustments to Reconcile Net Loss for the Period To Net Cash Flows from Operating Activities: |              |           
|                                                                                              |              |           
|Amortization                                                                                  | 29,946       | -         
|Stock based compensation                                                                      | 4,892,248    | -         
|Issuance of common stock for consulting fees                                                  | 62,500       | -         
|Loss on Disposal of Subsidiaries                                                              | -            | 521,784   
|Loss from Operations of Disposed Subsidiaries                                                 | -            | 10,245    
|                                                                                              |              |           
|Changes in Assets and Liabilities:                                                            |              |           
|Interest Receivable - Related Party                                                           | (8,625)      | (4,313)   
|Accounts Payable and Accrued Expenses                                                         | 951,925      | -         
|Accrued Expenses - Related Party                                                              | -            | 48,500    
|                                                                                              |              |           
|Net Cash Flows From Operating Activities                                                      | 528          | -         
|                                                                                              |              |           
|Cash Flows from Investing Activities                                                          |              |           
|Cash and Cash Equivalents in Disposed Subsidiaries                                            | -            | (48,624)  
|                                                                                              |              |           
|Net Change in Cash and Cash Equivalents                                                       | 528          | (48,624)  
|                                                                                              |              |           
|Cash and Cash Equivalents - Beginning Year                                                    | -            | 50,823    
|                                                                                              |              |           
|Cash and Cash Equivalents - End of Period                                                     | $       528  | $ 2,199   



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|TRUE PRODUCT ID, INC. (formerly ONTV, Inc.)                                  |            |           
|---------------------------------------------------------------------------- | ---------- | ----------
|(A DEVELOPMENT STAGE COMPANY)                                                |            |           
|(A DELAWARE CORPORATION)                                                     |            |           
|Philadelphia, Pennsylvania                                                   |            |           
|                                                                             |            |           
|                                                                             |            |           
|CONSOLIDATED STATEMENTS OF CASH FLOWS  continued                            |            |           
|                                                                             |            |           
|                                                                             |            |           
|                                                                             |            |           
|Year Ended December 31,                                                      | 2006       | 2005      
|                                                                             |            |           
|NON-CASH INVESTING AND FINANCING ACTIVITIES                                  |            |           
|                                                                             |            |           
|Sale of Subsidiary via the Issuance of Note Receivable                       | $        - | $300,000  
|                                                                             |            |           
|Issuance of Common and Preferred Stock for Acquisition of Technology License | $        - | $        
|                                                                             |            |           
|Assets and Liabilities Transferred to Related Party                          |            |           
|in Connection with Sale of Subsidiaries:                                     |            |           
|Cash and Cash Equivalents                                                    | $        - | $   48,624
|Inventory                                                                    | $        - | $  296,544
|Property and Equipment                                                       | $        - | $   54,189
|Accounts Receivable - Related Party                                          | $        - | $   37,850
|Deposits                                                                     | $        - | $    6,667
|Due from Officer                                                             | $        - | $   82,193
|Intangible Assets                                                            | $        - | $  260,542
|Investments in Affiliates                                                    | $        - | $  107,561
|Accounts Payable and Accrued Expenses                                        | $        - | $(210,769)
|Debt                                                                         | $        - | $  (6,321)
|Due to Related Party                                                         | $        - | $  137,240
|Treasury Stock                                                               | $        - | $   17,709



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TRUE PRODUCT ID, INC. (formerly ONTV, Inc.)



(A DELAWARE CORPORATION)



PHILADELPHIA, PENNSYLVANIA



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



NOTE A -   BASIS OF PRESENTATION



The condensed consolidated financial statements of True Product ID, Inc. & Subsidiaries (formerly ONTV, Inc.) (the Company) included herein have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC).



Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the  information  presented  not  misleading.  These condensed consolidated financial  statements  should  be  read  in conjunction with the annual audited consolidated financial statements and the notes thereto  included in the  Company's  Form 10-KSB Annual Report and other reports filed with the SEC.



The accompanying unaudited interim consolidated financial statements reflect all adjustments of a normal and recurring nature which are,  in the  opinion  of  management,  necessary  to  present  fairly  the financial  position,  results  of  operations  and cash  flows of the Company for the interim periods presented.  The results of operations or these periods are not  necessarily  comparable  to, or indicative  of,  results of any other interim period or for the fiscal year taken  as a whole.



RECENT ACCOUNTING PRONOUNCEMENTS



In July 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48 ("FIN 48"), "Accounting for Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109," which clarifies the accounting for uncertainty in income taxes .FIN 48 prescribes a recognition threshold and measurement criteria for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  The provisions of FIN 48 are effective as of the beginning of the Company's 2007 fiscal year, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings.  We do not anticipate that the adoption of FIN 48 will have a material effect on the Company's results of operations, cash flows, or financial condition.



In September 2006, FASB issued Statement of Financial Accounting Standards No. 157 ("SFAS No. 157"), "Fair Value Measurements." SFAS No. 157 defines fair value, establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. SFAS No. 157 requires companies to disclose the fair value of its financial instruments according to a fair value hierarchy.  Additionally, companies are required to provide certain disclosures regarding instruments within the hierarchy, including a reconciliation of the beginning and ending balances for each major category of assets and liabilities. SFAS 157 is effective for the Company's fiscal year beginning January 1, 2008.  We do not anticipate that the adoption of SFAS No. 157 will have a material effect on the Company's results of operations, cash flows, or financial condition.



In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Post Retirement Plans- an amendment of FASB Statements No. 87, 88, 106 and 132(R)" ("SFAS No. 158"). SFAS No. 158 requires an employer that sponsors one or more single-employer defined benefit plans to recognize the over-funded or under-funded status of a benefit plan in its statement of financial position, recognize as a component of other comprehensive income, net of tax, gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit costs pursuant to SFAS No. 87, "Employers Accounting for Pensions," or SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," measure defined benefit plan assets and obligations as of the date of the employer's fiscal year-end, and disclose in the notes to financial statements additional information about certain effects on net periodic benefit cost for the next fiscal year that arise from delayed recognition of the gains or losses, prior service costs or credits, and transition assets or obligations. The recognition and disclosure provisions required by SFAS No. 158 are effective for the Company's fiscal year ending December 31, 2006. The measurement date provisions are effective for fiscal years ending after December 15, 2008. We do not anticipate that the adoption of SFAS No. 158 will have a material effect on the Company's results of operations, cash flows, or financial condition.

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In September 2006, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements" ("SAB 108"). SAB 108 provides interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement.  The SEC staff believes that registrants should quantify errors using both the balance sheet and income statement approach when quantifying a misstatement. SAB 108 is effective for the Company's fiscal year ending December 31, 2006.  We do not anticipate that the adoption of SAB 108 will have a material effect on the Company's results of operations, cash flows, or financial condition.



NOTE B -   DISCONTINUED OPERATIONS



In September 2005, the stockholders of the Company approved the sale of the Seen OnTV, Inc. subsidiary, along with all of the Companys assets associated with the operations of Seen OnTV, Inc., which included all of the other wholly-owned subsidiaries, to the Companys Former President, Daniel M. Fasano.  In return, Mr. Fasano has agreed to pay the Company $300,000, through a Note Receivable bearing interest at 5.75% annually, and assume responsibility of all of the Companys liabilities, including all potential outstanding litigation liabilities, except for any amounts owed to Mr. Fasano for accrued and unpaid compensation and amounts owed to Seen OnTV, Inc. by ONTV, Inc.  In addition, 25% of the net, after-tax income from the operations of Seen OnTV, Inc will be paid to ONTV, Inc. until the purchase price, plus accrued interest, is paid in full.  As a result of this sale, ONTV, Inc. had no subsidiaries or revenue generating operations.



NOTE C -   CHANGE IN CONTROL



On March 16, 2006, the Company acquired a Technology License (License) from Sure Trace Security Corporation (STC) for an initial term of five years, with an automatic renewal for an additional five years.  The License grants the Company the worldwide rights to manufacture and sell products using STCs anti-counterfeiting technology.  In exchange for this License, the Company issued 52,349,249 shares of common stock and 16,000 shares of preferred stock, valued in total at $598,927.  The License will be amortized as a charge to operations on a straight-line method over the ten-year term of the License.



Estimated annual amortization expense for the five years succeeding March 31, 2006 is as follows:



|2007      | 2008      | 2009      | 2010      | 2011     
|--------- | --------- | --------- | --------- | ---------
|$  59,893 | $  59,892 | $  59,893 | $  59,893 | $  59,893





On March 21, 2006, Daniel M. Fasano, Former President and Director, sold 20,000 shares of the Series A Preferred Stock owned and under his control, to STC, a related party.



As a result of the above transactions, there has been a change in control of the Company, as STC owned and/or controlled 78.8% of the outstanding common stock voting rights of the Company as of March 21, 2006.



An additional 154,919,125 shares were issued for the purchase of the technology license.



The outstanding preferred shares were cancelled.



On May 25, 2006 the stockholders of STC were issued  a stock dividend of 1 share of True Product ID, Inc. (TPDI) (formerly ONTV, Inc.)  for every 19 shares of STC (SSTY) that each STC stockholder owned.



NOTE D -   EMPLOYMENT AGREEMENTS



In March 2006, the Company entered into a Services Agreement with James MacKay (MacKay), where MacKay will serve as the Companys Chairman of the Board of Directors for a three-year term, with annual compensation of $300,000. At December 31, 2006 Mr. MacKay is owed $237,500 representing all compensation earned by him since he joined the Company. On November 13, 2006 Mr. MacKay vested 39,559,961 shares of the Companys common stock as part of the aforementioned Services Agreement.  The common shares of the Companys stock closed trading on November 13, 2006 at $0.07 per share resulting in a valuation of $2,769,197, which was expensed in the quarter ending December 31, 2006.  Mr. MacKays common shares vested to him prior to the vesting of common shares to Mr. Bendis.



In March 2006, the Company entered into an Executive Employment Agreement with Richard A. Bendis (Bendis), where Bendis will serve as the Companys President and Chief Executive Officer for a three-year term, with annual compensation of $500,000.  At December 31, 2006 Mr. Bendis is owed $395,833 representing all compensation earned by him since he joined the Company.  Additionally, accrued liabilities include $60,078 representing unreimbursed employee expenditures primarily for travel.  On November 13, 2006 Mr. Bendis vested 30,329,303 shares of the Companys common stock as part of the aforementioned Executive Employment Agreement.  The common shares of the Companys stock closed trading on November 13, 2006 at $0.07 per share resulting in a valuation of $2,123,051 which was expensed in the quarter ending December 31, 2006.



NOTE E -   EQUITY MATTERS



On May 4, 2006, the Company amended the articles of incorporation to change the name of the Corporation to True Product ID, Inc. (formerly ONTV, Inc.).



On May 4, 2006, the Company also amended the articles of incorporation to increase the authorized shres of common stock from 100,000,000 to 1,000,000,000, of which 800,000,000 shares are designated as Class A and 200,000,000 shares are designated as Class B.



On May 8, 2006, the Company declared a 2 for 1 forward stock split of the Companys common stock, to be effective on May 23, 2006



NOTE F  SUBSEQUENT EVENT



Restructuring Agreement

On January 4, 2007 the Company entered into a Restructuring Agreement with Sure Trace Security Corporation (SSTY), Sure Trace Asia Limited (STA), and William Chan (Chan) (the Restructuring Agreement); and (2) an Amendment to the March 21, 2006 SSTY-Fasano Agreement entered into on January 4, 2007 between the Company, SSTY, and Fasano, (the Amended Payment Agreement).



Pursuant to the Restructuring Agreement, the Company acquired a 40% ownership interests in a Chinese joint venture company named True Product ID Technology (Beijing) Limited (the Chinese Joint Venture), held by SSTY, STA, and Chan.  The remaining 60% ownership interest in the Chinese Joint Venture is held by unrelated Chinese entities.



Under the Restructuring Agreement:



(a)  SSTY agreed:



(i)  to terminate in its entirety the March 16, 2006 licensing agreement  between SSTY and the Company (then known as ONTV, Inc.),  wherein SSTY licensed to TPID certain contractual rights of SSTY in exchange for, inter alia, a royalty, and certain payments to SSTY and others and repayment, so that the Company has no liability (past, present, and future) thereunder; and



(ii)  to strike and negate in its entirety Article I and Article V, Section 5.02 (the Stricken Provisions) of the March 17, 2006 Agreement to Issue Stock for Technology License between SSTY and the Company (then known as ONTV, Inc.) (March 17 Agreement),so that as of January 4, 2007, the Company has no obligation (past, present, and future) under the March 17, 2006 Agreement to issue shares of the Company to SSTY in addition to the shares SSTY had already received and had distributed to its shareholders as a dividend.



(b)  The Company agreed:



(i)  to pay SSTY a royalty in the amount of 2% of its gross receipts which the Company actually receives and collects from customers outside China, Hong Kong, and Macau for a period of 2 years commencing as of January 4, 2007;



(ii)  to pay SSTY all reasonable, direct out-of-pocket expenses SSTY incurred and/or paid on the Companys behalf after the Registrant ceased being a subsidiary of SSTY, provided that such post-spinout expenses are substantiated by original invoices and other proper documentation;



(iii)  to assume, pursuant to the Amended Payment Agreement,  all outstanding payments owed by SSTY to the former control block holder of ONTV, Inc. (Fasano), which relates to the acquisition of ONTV.  As of August 2006, SSTY owed Fasano $285,000, excluding certain interest and penalties, plus 6 million common shares of the Company, which SSTY had previously agreed post-SSTYs acquisition of ONTV but pre-spinout, in return for, inter alia, Fasano agreeing to waive $85,000 of the balance owed by SSTY and all interest and penalties on the $85,000.  Under the Amended Payment Agreement, the Company has agreed [a] to pay Fasano $100,000 by January 31, 2007; $185,000 by March 31, 2007; and interest and penalties by June 30, 2007 and [b] to assume SSTYs obligation to issue Fasano 6 million common shares of the Registrant.  If the Company timely makes payments under the Amended Payment Agreement, the amount of such penalties and interest is $34,410; in the event that the Company fails to make timely payments under the Amended Payment Agreement, interest will accrue on the unpaid portions at 25% simple interest per annum.



(d)  Pay SSTY, on an interest-free basis, within 3 years of the effective date of the Restructuring Agreement $1,130,000, minus the amount of penalties and interest TPID must pay the former control block holder under the Amended Payment Agreement (the Subject Payment).  TPID is also obligated to make the following prepayments towards the Subject Payment: (a) $50,000 upon receipt of the first $1 million of investment raised by TPID after January 4, 2007; and (b) 25% of any investment raised by TPID after the initial $1 million investment. The obligations of SSTY to make the Subject Payment are secured by a security interest in the Registrants ownership interest in Chinese Joint Venture until the Subject Payment is paid in full.  SSTY is authorized to file the appropriate UCC-1 financing statements to perfect such a security interest in all appropriate jurisdictions.



Under the Restructuring Agreement, SSTY and the Company further agreed, to non-competition provisions in which (1) SSTY in general agreed not to compete with the Registrant in the anti-counterfeiting and/or product authentication business; and (2) the Company agreed in general not to compete with SSTY in the geo-tracking-related business or any business related to All-in-One-Key.



The Effective Date of the Restructuring Agreement is the earlier of (a) February 18, 2007, (b) upon the conclusion of aspects, if any, of the ongoing investigation by the Securities and Exchange Commission relating to SSTY which may affect the transactions contemplated in the Restructuring Agreement.  The SEC commenced a formal investigation of SSTY in August 2005, which remained ongoing during the period when SSTY acquired and owned the controlling interest in the Registrant and delivered the shares it held in the Registrant as a dividend to SSTY stockholders.  As part of the investigation, the SEC Staff has questioned whether the delivery of the shares to SSTY shareholders required registration with the SEC.



Bridge Financing



On January 17, 2007 the Company closed an initial bridge financing with a private investor for $500,000; a portion of these proceeds will go to fulfill existing orders in China; and the Company has sent a representative from the US to Beijing to work with its Chinese joint venture partner to fulfill these orders.



The financing took the form of a convertible note with an 8% interest rate. Additionally, investors will receive warrants to purchase additional shares of Company's common stock at a price per share equal to the price per share of the shares issued in the First Equity Financing, with 20% warrant coverage if the bridge converts within 4 months; 35% warrant coverage if the bridge converts within 8 months; and 50% warrant coverage if the bridge converts after 8 months.  The First Equity Financing is defined as the first financing following the date of Closing in which the Company sells preferred stock or other equity securities and obtains net proceeds (including debt conversion) in an amount not less than $2 million (including the conversion of the Debt).The warrants shall have a seven-year exercise period.



The Debt (including accrued interest) shall automatically convert into the Companys preferred stock issued in connection with the closing of the First Equity Financing at 100% of the price per share paid to the Company for such securities.

If the Debt does not convert in connection with a First Equity Financing on or before the Maturity Date, the Debt shall be converted into shares of the Companys common stock at a price equal to the average closing price per share for the 30 day period preceding the Maturity Date.



The maturity dates is the earliest to occur of (i) the date of closing of the First Equity Financing, (ii) the date of the closing of a merger or reorganization of the Company with or into any other entity, or a sale of all or substantially all of the assets of the corporation, or any other transaction or series of related transactions in which the Companys stockholders immediately prior to such transaction(s) own immediately after such transaction(s) less than fifty percent (50%) of the equity securities of the surviving corporation or its parent or (iii) any time after the second anniversary of the date of Closing.





ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS



OF OPERATIONS



On January 17, 2007 the Company closed an initial bridge financing with a private investor for $500,000; a portion of these proceeds will go to fulfill orders in China and to enhance the ability of the Company and its Chinese joint venture partner and their facilities and staff to address growing opportunities for our products and services in China and elsewhere.



On a related front, the Company took a step in its restructuring efforts by entering into the January 4, 2007 Restructuring Agreement with Sure Trace Security Corporation, Sure Trace Asia Limited, and William Chan.  This initial restructuring effort resulted in the Companys acquisition of an initial 40% interest in our Chinese joint venture, which strengthens the Companys operations and revenue recognition ability, and which will enable East and West to develop stronger working relationships.  Further, it completes the steps envisioned months ago whereby the Company is not and can now grow separate and totally independent from Sure Trace Security Corporation and Sure Trace Asia Limited.  The Company is continuing to further its restructuring efforts in China.



Given the strategic alliances already formed there, China and its tremendous market remain the immediate focus and priority for the Company.  The Company however is also cultivating the United States and European markets and is pursuing similar government and industry strategic alliances in the U.S. and Europe.  The Company continues to take the necessary precautions to protect our intellectual property through patent applications and to make certain that our technology continues to evolve and be state of the art.



Among the industries/applications in China which the Company and its Chinese joint venture partner have been approached to use our technology are: (1) automobile, motorcycles, and automobile/motorcycle parts and auto insurance policies and other documentations; (2) cigarettes; (3) currency, checks, and other financial documentation; (4) computer software, hardware, and other electronics; (5) national welfare and sports lottery tickets; (6) government records and other items, such as property records, official invoices, and military uniforms; (7) sports tickets; (8) soft drink, liquor, and other beverages; (9) art and antiques; and (10) building-related materials.



Our cash balance as of December 31, 2006 was $528.  This was obviously before the receipt of the initial bridge financing discussed above.  Since the change in control of the Company on March 16, 2006 the employees of the Company have not received any payroll.  It is the Companys intention to seek strategic partnerships that result in an infusion of cash into the Company.



Based upon our business plan for the current year, we do not expect that significant expenditures for the purchase of plant and equipment or research and development as our existing products are not labor intensive.  We expect that our existing cash balances and cash flows from operations (as of December 31, 2006) will be not be sufficient to finance our working capital and capital expenditure requirements through Fiscal 2007. We intend to seek capital via the sale of shares in the equity markets or from cash generated from product licensing transactions.  However, if events occur or circumstances change such that we fail to meet our operating plan as expected, we may require additional funds to support our working capital requirements or for other purposes and may seek to raise additional funds through public or private equity or debt financing or from other sources.  If additional financing is needed, we cannot be assured that such financing will be available on commercially reasonable terms or at all.



In March 2006, we entered into a Services Agreement with James MacKay (MacKay), where MacKay will serve as our Chairman of the Board of Directors for a three-year term, with annual compensation of $300,000. At December 31, 2006 Mr. MacKay is owed $237,500 representing all compensation earned by him since he joined us. On November 13, 2006 Mr. MacKay vested 39,559,961 shares of our common stock as part of the aforementioned Services Agreement.  Our common shares closed trading on November 13, 2006 at $0.07 per share resulting in a valuation of $2,769,197, which was expensed in the quarter ending December 31, 2006.  Mr. MacKays common shares vested to him prior to the vesting of common shares to Mr. Bendis.



In March 2006, we entered into an Executive Employment Agreement with Richard A. Bendis (Bendis), where Bendis will serve as our President and Chief Executive Officer for a three-year term, with annual compensation of $500,000.  At December 31, 2006 Mr. Bendis is owed $395,833 representing all compensation earned by him since he joined us. Additionally, accrued liabilities include $60,078 representing unreimbursed employee expenditures primarily for travel.  On November 13, 2006 Mr. Bendis vested 30,329,303 shares of our common stock as part of the aforementioned Executive Employment Agreement.  Our common stock closed trading on November 13, 2006 at $0.07 per share resulting in a valuation of  $2,123,051, which was expensed in the quarter ending December 31, 2006.

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ITEM 3.  CONTROLS AND PROCEDURES



Richard A.  Bendis, the Company's  Chief  Executive  and  Principal  Financial Officer,  has evaluated the effectiveness of the Company's  disclosure  controls and  procedures  as of the end of the period  covered by this  report and in his opinion,  the Company's  disclosure controls and procedures ensure that material information relating to the Company is made known to them by others within those entities, particularly during the period in which this report is being prepared,  so as to allow timely decisions regarding required disclosure.  To the knowledge of Mr. Bendis there has not been any change in the Company's  internal  controls over  financial  reporting  during the  quarter  ended  December 31,  2006 that has materially affected, or is reasonably likely to materially affect, the Company's controls.















PART III





ITEM 6. EXHIBITS AND REPORTS ON FORM 8 K







(a)    Exhibits





| | Number | Title                        
| | ------ | -----------------------------
| | 31.1   | Rule 13a-14(a) Certifications
| |        |                              
| | 32     | Section 1350 Certifications  













SIGNATURES





In accordance with the requirements of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.







|February 13, 2007 |     | True Product ID, Inc.                              
|----------------- | --- | ---------------------------------------------------
|                  |     |                                                    
|                  | /s/ | Richard A. Bendis
Richard A. Bendis
President & CEO