**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**


(MARK
                  ONE)**x**
              **QUARTERLY
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934****For
                  the quarterly period ended December 31,
                  2006****OR****o**
              **TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT****For
                  the transition period from  ______________ to
                  ______________**
 
 **COMMISSION
        FILE NUMBER: 000-25385**
 
  **PURCHASE
        POINT MEDIA CORPORATION**
 (Exact
        name of small business issuer as specified in its
        charter)
  
 
 **MINNESOTA**
              
              **41-1853993**(State
                  or Other Jurisdiction of
              
              (I.R.S.
                  EmployerIncorporation
                  or Organization)
              
              Identification
                  No.)




1100
        Melville Street, Suite 320 Vancouver, BC Canada V6E 4A6
 (Address
        of Principal Executive Offices)
   (604)
        926-7859
 (Company's
        Telephone Number)
   (Former
        Name, Former Address, and Former Fiscal Year, if Changed Since Last
        Report)





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





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





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the last practicable date:





At
      January 30, 2007 there were 22,378,940 shares of Common Stock, no par value,
      outstanding.





Transitional
      Small Business Disclosure Format (Check
      one):           o Yes  x
      No





SEC
      2334
      (09-05) **Persons
      who are to respond to the collection of information contained in this form
      are
      not required** **to
      respond unless the form displays a currently valid OMB control
      number.**






**Table
          of Contents**




**INDEX**PagePart
                  I.  Financial
                  InformationItem
                  1.
              Financial
                  Statements
              
              1Balance
                  Sheets as of December 31, 2006 (unaudited) and
                  June 30, 2006
              
              2Statements
                  of Operations for the Six and Three Months
                  Ended December 31, 2006 and 2005 (unaudited)
                and
                  the Period June 28, 1996 (Date of Formation) through
                  December 31, 2006
              
              3Statements
                of Stockholders' Deficiency for the Period June
                28, 1996 (Date of Formation) through December 31, 2006
              
              4
                  -
                  6Statements
                  of Cash Flows for the Six Months Ended
                  December 31, 2006 and 2005 (unaudited)
                and
                  the Period June 28, 1996 (Date of Formation) through
                  December 31, 2006
              
              7Notes
                  to Financial Statements (unaudited)
              
              8
                  -
                  10Item
                  2.
              Management's
                  Discussion and Analysis or Plan of
                  Operations
              
              10
                  - 13Item
                  3.
              Quantitative
                  and Qualitative Disclosures about Market risk
                  fair value of financial instruments
              
              14Item
                  4.
              Controls
                  and Procedures
              
              14Part
                  II.  Other
                  InformationItem
                  1.
              Legal
                  Proceedings
              
              14Item
                  4.
              Submission
                  of Matters to a Vote of Security
                  Holders
              
              14Item
                  5
              Other
                  Information
              
              14Item
                  6.
              Exhibits
                  and Reports on Form 8-K
              
              14Signatures
              
              15




**Table
          of Contents**





PART
      I.  FINANCIAL
      INFORMATION





Item
      1.  Financial
      Statements





Certain
      information and footnote disclosures required under accounting principles
      generally accepted in the United States of America have been condensed or
      omitted from the following financial statements pursuant to the rules and
      regulations of the Securities and Exchange Commission. It is suggested that
      the
      following financial statements be read in conjunction with the year-end
      financial statements and notes thereto included in the Company's Annual Report
      on Form 10-KSB for the year ended June 30, 2006.





The
      results of operations for the six and three months ended December 31, 2006,
      are
      not necessarily indicative of the results to be expected for the entire fiscal
      year or for any other period.
















































































1
 **Table
          of Contents**






PURCHASE
                  POINT MEDIA CORPORATION(A
                  DEVELOPMENT STAGE COMPANY)BALANCE
                  SHEETASSETSDecember
                    31, 2006
              
              June
                    30,
                  2006(Unaudited)Current
                AssetsCash
              
              
              
              
              $
              -
              
              $
              -Total
                  Current Assets
              
              
              
              
              
              -
              
              
              -Equipment-net
              
              
              
              
              
              1,876
              
              
              740Other
                  Assets:Other
                  intangibles
              
              
              
              
              
              9,124
              
              
              9,804TOTAL
                  ASSETS
              
              
              
              
              $
              11,000
              
              $
              10,544LIABILITIES
                  AND STOCKHOLDERS' DEFICIENCYCurrent
                  Liabilities:Note
                  payable to related party
              
              
              
              
              $
              867,829
              
              $
              848,650Accrued
                  interest payable - related parties
              
              
              
              
              
              435,970
              
              
              398,474Accounts
                  payable - related parties
              
              
              
              
              
              252,000
              
              
              216,000Accounts
                  payable
              
              
              
              
              
              175,828
              
              
              166,955Total
                  Current Liabilities
              
              
              
              
              
              1,731,627
              
              
              1,630,079Stockholders'
                  Deficiency:Preferred
                      stock; no par value -authorized
                    50,000,000 shares; outstanding 2,000 shares, at redemption
                    value
              
              
              
              
              
              170
              
              
              170Common
                  stock, no par value -authorized
                    100,000,000 shares; outstanding 22,378,940
              
              
              
              
              
              1,815,983
              
              
              1,815,983Additional
                  paid-in capital
              
              
              
              
              
              136,226
              
              
              133,528Deficit
                    accumulated duringdevelopment stage
              
              
              
              
              
              (3,673,006
              )
              
              (3,569,216
              )Total
                  Stockholders' Deficiency
              
              
              
              
              
              (1,720,627
              )
              
              (1,619,535
              )TOTAL
                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
              
              
              
              
              $
              11,000
              
              $
              10,544








2
 **Table
          of Contents**


PURCHASE
                  POINT MEDIA CORPORATION(A
                  DEVELOPMENT STAGE COMPANY)STATEMENTS
                  OF OPERATIONS(Unaudited)June
                  28, 1996For
                  the Six Months Ended
              
              For
                  the Three Months Ended
              
              toDecember
                  31,
              
              December
                  31,
              
              December
                  31,2006
              
              2005
              
              2006
              
              2005
              
              2006Costs
                  and Expenses:General
                    and administrativeexpenses
              
              $
              65,398
              
              
              93,729
              
              $
              35,149
              
              $
              36,072
              
              $
              2,618,763Depreciation
                  and amortization
              
              
              896
              
              
              828
              
              
              448
              
              
              414
              
              
              30,519Net
                  loss from operations
              
              
              (66,294
              )
              
              (94,557
              )
              
              (35,597
              )
              
              (36,486
              )
              
              (2,649,282
              )Other
                  expenses:Loss
                  from theft
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (354,477
              )Interest
              
              
              (37,496
              )
              
              (34,967
              )
              
              (19,115
              )
              
              (17,307
              )
              
              (669,247
              )Net
                  loss
              
              $
              (103,790
              )
              $
              (129,524
              )
              $
              (54,712
              )
              $
              (53,793
              )
              $
              (3,673,006
              )Loss
                    per common share – basic and diluted
              
              $
              (0.01
              )
              $
              (0.01
              )
              $
              -
              
              $
              -Average
                  oustanding shares(stated
                  in '000)Basic
              
              
              22,378
              
              
              22,153
              
              
              22,378
              
              
              22,379Diluted
              
              
              22,878
              
              
              22,653
              
              
              22,878
              
              
              22,879








3
 **Table
          of Contents**




PURCHASE
                  POINT MEDIA
                  CORPORATION(A
                  DEVELOPMENT STAGE
                  COMPANY)STATEMENTS
                  OF STOCKHOLDERS'
                  DEFICIENCYJUNE
                  28, 1996 THROUGH DECEMBER 31,
                  2006(Unaudited)Common
                  Stock
              
              Additional
              
              RetainedPreferred
              
              Par
              
              
              
              Stated
              
              Paid-In
              
              EarningsStock
              
              Value
              
              Shares
              
              Value
              
              Capital
              
              (Deficit)
              
              TotalBalance,
                      June 28, 1996 (Date of Formation)
              
              
              -
              
              $
              -
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Sale
                      of common stock (at $.009 per share)
              
              
              -
              
              
              -
              
              
              1,175,000
              
              
              10,000
              
              
              -
              
              
              -
              
              
              10,000Four-for-one
                  stock split
              
              
              -
              
              
              -
              
              
              3,525,000
              
              
              -
              
              
              -
              
              
              -
              
              
              -Issuance
                      of preferred stock for consultingservices
                    (valued at $.09 pershare)
              
              
              2,000
              
              
              170
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              170Net
                      loss for the period ended June 30, 1996
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (338,760
              )
              
              (338,760
              )




Recapitalization
                      for effect of reverse acquisition
              
              
              -
              
              
              -
              
              
              6,675,000
              
              
              8,500
              
              
              -
              
              
              -
              
              
              8,500Net
                    loss for the year ended June 30, 1997
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (99,350
              )
              
              (99,350
              )Net
                    loss for the year ended June 30, 1998
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (142,719
              )
              
              (142,719
              )Sale
                    of common stock (at $7.00 per share)
              
              
              -
              
              
              -
              
              
              34,571
              
              
              241,997
              
              
              -
              
              
              -
              
              
              241,997Issuance
                      of warrants for loan financing(issued
                    at $.67per share)
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              23,104
              
              
              -
              
              
              23,104Net
                    loss for the year ended June 30. 1999
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (458,843
              )
              
              (458,843
              )






4
 **Table
          of Contents**




PURCHASE
                  POINT MEDIA CORPORATION(A
                  DEVELOPMENT STAGE COMPANY)STATEMENTS
                  OF STOCKHOLDERS' DEFICIENCYJUNE
                  28, 1996 THROUGH DECEMBER 31, 2006 (Continued)(Unaudited)Common
                  Stock
              
              Additional
              
              RetainedPreferred
              
              Par
              
              
              
              Stated
              
              Paid-In
              
              EarningsStock
              
              Value
              
              Shares
              
              Value
              
              Capital
              
              (Deficit)
              
              TotalIssuance
                  of warrants for loan financing(issued
                  at $ .08 per share)
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              83,738
              
              
              -
              
              
              83,738Sale
                  of common stock (at $1.00 per share)
              
              
              -
              
              
              -
              
              
              117,665
              
              
              117,665
              
              
              -
              
              
              -
              
              
              117,665Sale
                  of common stock (at $.50 per share)
              
              
              -
              
              
              -
              
              
              336,076
              
              
              168,038
              
              
              -
              
              
              -
              
              
              168,038Net
                  loss for the year ended June 30, 2000
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (483,493
              )
              
              (483,493
              )Issuance
                  of warrants for loan financing(issued
                  at $.08 per share)
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              21,286
              
              
              -
              
              
              21,286Sale
                  of common stock(at
                  $1.00 per share, net of issuance costs)
              
              
              -
              
              
              -
              
              
              97,138
              
              
              97,138
              
              
              -
              
              
              -
              
              
              97,138Net
                  loss for the year ended June 30, 2001
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (282,592
              )
              
              (282,592
              )Sale
                  of common stock (at $.05 per share)
              
              
              -
              
              
              -
              
              
              1,613,490
              
              
              80,674
              
              
              -
              
              
              -
              
              
              80,674Settlement
                  of debt
              
              
              -
              
              
              -
              
              
              3,500,000
              
              
              402,021
              
              
              -
              
              
              -
              
              
              402,021Net
                  loss for the year ended June 30, 2002
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (500,234
              )
              
              (500,234
              )Sale
                  of common stock (at $.05 to $.10 per share)
              
              
              -
              
              
              -
              
              
              650,000
              
              
              39,000
              
              
              -
              
              
              -
              
              
              39,000Net
                  loss for the year ended June 30, 2003
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (92,158
              )
              
              (92,158
              )Sale
                  of common stock (at $.05 per share)
              
              
              -
              
              
              -
              
              
              1,360,000
              
              
              68,000
              
              
              -
              
              
              -
              
              
              68,000Issuance
                  of common stock for services(at
                  $.05 to $.10 per share)
              
              
              -
              
              
              -
              
              
              595,000
              
              
              29,950
              
              
              -
              
              
              -
              
              
              29,950Net
                  loss for the year ended June 30, 2004
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (223,517
              )
              
              (223,517
              )












5
 **Table
          of Contents**




PURCHASE
                  POINT MEDIA CORPORATION(A
                  DEVELOPMENT STAGE COMPANY)STATEMENTS
                  OF STOCKHOLDERS' DEFICIENCYJUNE
                  28, 1996 THROUGH DECEMBER 31, 2006 (Continued)(Unaudited)Common
                  Stock
              
              Additional
              
              RetainedPreferred
              
              Par
              
              
              
              Stated
              
              Paid-In
              
              EarningsStock
              
              Value
              
              Shares
              
              Value
              
              Capital
              
              (Deficit)
              
              Total


Issuance
                  of common stock for costs of stock offering
              
              
              -
              
              
              -
              
              
              1,000,000
              
              
              -
              
              
              -
              
              
              -
              
              
              -Issuance
                  of common stock for services at $.50 per share
              
              
              -
              
              
              -
              
              
              400,000
              
              
              200,000
              
              
              -
              
              
              -
              
              
              200,000Issuance
                  of common stock for payment of debt at $.50 per share
              
              
              -
              
              
              -
              
              
              190,000
              
              
              95,000
              
              
              -
              
              
              -
              
              
              95,000Issuance
                  of common stock for at $.08 per share
              
              
              -
              
              
              -
              
              
              250,000
              
              
              20,000
              
              
              -
              
              
              -
              
              
              20,000Issuance
                  of common stock for services at $.50 per share
              
              
              -
              
              
              -
              
              
              410,000
              
              
              205,000
              
              
              -
              
              
              -
              
              
              205,000Net
                  loss for the year ended June 30, 2005
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (710,702
              )
              
              (710,702
              )Balance
                  at June 30, 2005
              
              
              2,000
              
              
              170
              
              
              21,928,940
              
              
              1,782,983
              
              
              128,128
              
              
              (3,332,368
              )
              
              (1,421,087
              )Issuance
                  of common stock for expenses at $.06 per share
              
              
              -
              
              
              -
              
              
              250,000
              
              
              15,000
              
              
              -
              
              
              -
              
              
              15,000Sale
                  of common stock for cash at $.09 per share
              
              
              -
              
              
              -
              
              
              200,000
              
              
              18,000
              
              
              -
              
              
              -
              
              
              18,000Valuation
                  of common stock options for expenses
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              5,400
              
              
              -
              
              
              5,400Net
                  loss for the year ended June 30, 2006
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (236,848
              )
              
              (236,848
              )Balance
                  at June 30, 2006
              
              
              2,000
              
              $
              170
              
              
              22,378,940
              
              $
              1,815,983
              
              $
              133,528
              
              $
              (3,569,216
              )
              $
              (1,619,535
              )Valuation
                  of common stock options for expenses
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              2,698
              
              
              -
              
              
              2,698Net
                  loss for the period ended December 31, 2006
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (103,790
              )
              
              (103,790
              )Balance
                  at December 31, 2006
              
              
              2,000
              
              $
              170
              
              
              22,378,940
              
              $
              1,815,983
              
              $
              136,226
              
              $
              (3,673,006
              )
              $
              (1,720,627
              )




6
 **Table
          of Contents**




PURCHASE
                  POINT MEDIA CORPORATION(A
                  DEVELOPMENT STAGE COMPANY)STATEMENT
                  OF CASH FLOWS(Unaudited)June
                  28,1996
                  toFor
                  the Six Months ended
              
              June
                  30,December
                  31,
              
              December
                  31,2006
              
              2005
              
              2006CASH
                  FLOW FROM OPERATING ACTIVITIES:Net
                  loss
              
              $
              (103,790
              )
              $
              (129,524
              )
              $
              (3,673,006
              )Adjustments
                  to reconcile net loss to net cashused
                  in operating activities:Depreciation
                  and amortization
              
              
              896
              
              
              829
              
              
              30,520Write-off
                  of patent
              
              
              -
              
              
              -
              
              
              4,767Issuance
                  of common and preferred stock for expenses
              
              
              -
              
              
              15,000
              
              
              478,620Issurance
                  of warrants for financing
              
              
              -
              
              
              -
              
              
              128,128Valuation
                  of options for financing
              
              
              2,700
              
              
              -
              
              
              8,100Changes
                  in operating assets and liabilities:Increase
                  in accounts payable
              
              
              82,371
              
              
              95,695
              
              
              1,372,096Net
                  change in cash from operations
              
              
              (17,823
              )
              
              (18,000
              )
              
              (1,650,775
              )CASH
                  FLOW FROM INVESTING ACTIVITIES:Security
                  deposit
              
              
              -
              
              
              -
              
              
              (600
              )Acquisition
                  of patents
              
              
              -
              
              
              -
              
              
              (31,542
              )Purchase
                  of equipment
              
              
              (1,352
              )
              
              -
              
              
              (14,145
              )(1,352
              )
              
              -
              
              
              (46,287
              )CASH
                  FLOW FROM FINANCING ACTIVITIES:Proceeds
                  from notes payable related party
              
              
              19,182
              
              
              -
              
              
              856,658Payment
                  to note payable related party
              
              
              (7
              )
              
              -
              
              
              (107
              )Proceeds
                  from sale of common stock
              
              
              -
              
              
              18,000
              
              
              840,51119,175
              
              
              18,000
              
              
              1,697,062




Net
                    (decrease) increase in cash
                
                
                -
                
                
                -
                
                
                -Cash
                    - beginning of year
                
                
                -
                
                
                -
                
                
                -Cash
                    - end of year
                
                $
                -
                
                $
                -
                
                $
                -NON
                    CASH FLOWS FROM OPERATING ACTIVITIES:Issuance
                    of 2,000 preferred shares for services - 1996
                
                
                
                
                
                
                
                $
                170Issuance
                    of 595,000 common shares for services - 2004
                
                
                
                
                
                
                
                $
                29,250Issuance
                    of 1,000,000 common shares for services - 2005
                
                
                
                
                
                
                
                $
                425,000Issuance
                    of 250,000 common shares for services - 2006
                
                
                
                
                
                
                
                $
                15,000




7
 **Table
          of Contents**




PURCHASE
      POINT MEDIA CORPORATION


(DEVELOPMENT
      STAGE COMPANY)


NOTES
      TO
      UNAUDITED FINANCIAL STATEMENTS


December
      31, 2006


1.
            ORGANIZATION


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





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




2.
            SUMMARY
                OF SIGNIFICANT ACCOUNTING POLICIES




**ACCOUNTING
      METHODS**





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





**DIVIDEND
      POLICY**





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





**INCOME
      TAXES**





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





On
      December 31, 2006, the Company had a net operating loss carry forward of
      $3,673,006, however, any tax benefit from the carryforward would be
      substantially limited because of major ownership changes in the outstanding
      common stock of the Company and therefore any benefit has been fully offset
      by a
      valuation reserve. The net operating loss will expire starting in 2012 through
      2026.





**FOREIGN
      CURRENCY TRANSLATION**





The
      functional currency for some foreign operations is the local currency. Assets
      and liabilities of foreign operations are translated at balance sheet date
      rates
      of exchange and income, expense and cash flow items are translated at the
      average exchange rate for the period. Translation adjustments in future periods
      will be recorded in Accumulated Other Comprehensive Income. The translation
      gains or losses were not material for the period ended December 31,
      2006.




**BASIC
      AND DILUTED NET INCOME (LOSS) PER SHARE**





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





**FINANCIAL
      AND CONCENTRATINS RISK**





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


8
 **Table
          of Contents**




**PROPERTY
      AND EQUIPMENT**





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





Office
                  and other equipment at cost
              
              $
              4,901Less
                  accumulated depreciation
              
              
              3,025$
              1,876





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





**PATENTS**





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







Patents
                  at cost
              
              $
              23,743Less
                  accumulated amortization
              
              
              14,619$
              9,124





Patents
      are being amortized at the rate of $1,361 each year.





**RESEARCH
      AND DEVELOPMENT COSTS**





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





**REVENUE
      RECOGNITION**





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




**ADVERTISING
      AND MARKET DEVELOPMENT**





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





**EVALUATION
      OF LONG-LIVED ASSETS**





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





**ESTIMATES
      AND ASSUMPTIONS**





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





**FINANCIAL
      INSTRUMENTS**





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





**RECENT
      ACCOUNTING PRONOUNCEMENTS**





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


9
 **Table
            of Contents**




3.
            CAPITAL
                STOCK





During
      the year ended June 30, 2006 the Company issued 200,000 common shares as
      issuance costs for private placement stock sales valued at $18,000 and 250,000
      private placement common shares for services valued at $15,000.





During
      the six months ended December 31, 2006 the Company did not issue any common
      stock.





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 $867,829 plus accrued interest payable of $435,970
      on
      December 31, 2006. An officer-director also has accrued consultant fees due
      him
      of $252,000.





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 $.35 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 on their shopping cars.
      As
      of December 31, 2006, no shares have been issued.





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,
      and equity funding, which will enable the Company to operate for the coming
      year.




**Item
      2. Management’s Discussion and Analysis or Plan of
      Operations**





The
      following discussion of our financial condition and results of operations should
      be read in conjunction with the financial statements and notes thereto and
      the
      other financial information included elsewhere in this report. Certain
      statements contained in this report, including, without limitation, statements
      containing the words "believes," "anticipates," "expects" and words of similar
      import, constitute "forward looking statements" within the meaning of the
      Private Securities Litigation Reform Act of 1995. Such forward-looking
      statements involve known and unknown risks and uncertainties. Our actual results
      may differ materially from those anticipated in these forward-looking statements
      as a result of certain factors, including our ability to create, sustain, manage
      or forecast our growth; our ability to attract and retain key personnel; changes
      in our business strategy or development plans; competition; business
      disruptions; adverse publicity; and international, national and local general
      economic and market conditions.





Overview





Purchase
      Point Media Corporation ("PPMC" or the "Company) owns a patented grocery cart
      advertising display device called the *last* wordTM
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 TM 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 TM 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 TM insert
      contains 10 three by three inch advertisement frames. The *last* word TM 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 TM has
      powerful advantages over competing POP advertising media.





The
      development of the *last* word TM 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 TM ,
      which
      included applying for and receiving the registered trademark for the last
      word TM .
      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.


10
 **Table
            of Contents**




**Marketing,
      Sales and Operations**





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





**Radio
      and TV**





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




**Shelf
      talkers, Coupon dispensers**





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




**The
      Point of Purchase (POP) Market**





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





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





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.


11
 **Table
            of Contents**




**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%.




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.




Quarterly
      Financial Statements:





The
      Note
      4 of the Notes to Unaudited 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. 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.





Six
      Months Ended December 31, 2006


Versus
      Six Months Ended December 31, 2005





The
      net
      loss decreased from approximately $129,525 for the six months ended December
      31,
      2005 to approximately $103,800 for the six months ended December 31, 2006.
      The
      items of significant decrease for the six months ended December 31, 2006 over
      the comparable period of the prior year was an decrease in general and
      administrative expense from approximately $93,730 in 2005 to approximately
      $65,400 for the six months ended December 31, 2006 due to a decrease in
      consulting expense from approximately $35,000 in 2005 to approximately $2,700
      for the six months ended December 31, 2006, respectively and professional fees
      from approximately $22,600 in 2005 to approximately $13,500 for the six months
      ended December 31, 2006.





Three
      Months December 31, 2006


Versus
      Three Months Ended December 31, 2005





The
      net
      loss increased from approximately $53,800 for the three months ended December
      31, 2005 to approximately $54,800 for the three months ended December 31, 2006.
      The items of significant increase for the three months ended December 31, 2006
      over the comparable period of the prior year was a decrease in general and
      administrative expense from approximately $36,500 in 2005 to approximately
      $35,600 for the three months ended December 31, 2006 due to a decrease in
      consulting expense of $-0- in 2005 to approximately $1,350 for the three months
      ended December 31, 2006, respectively and an increase in interest expense from
      approximately $17,700 in 2005 to $19,100 for the three months ended December
      31,
      2006, respectively.


12
 **Table
            of Contents**




**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 December
      31,
      2006 we had a working deficit of approximately $1,732,000. 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.





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
      September 2006, the SEC issued Staff Accounting Bulletin (‘‘SAB’’) No. 108,
‘‘Considering the Effects of Prior Year Misstatements when Quantifying
      Misstatements in Current Year Financial Statements,’’ which provides
      interpretive guidance on the consideration of the effects of prior year
      misstatements in quantifying current year misstatements for the purpose of
      a
      materiality assessment. The SEC staff believes that registrants must quantify
      errors using both a balance sheet and income statement approach and evaluate
      whether either approach results in quantifying a misstatement that, when all
      relevant quantitative and qualitative factors are considered, is material.
      SAB
      No. 108 is effective for annual financial statements covering the first fiscal
      year ending after November 15, 2006, with earlier application encouraged for
      any
      interim period of the first fiscal year ending after November 15, 2006, filed
      after the publication of SAB No. 108 (September 13, 2006). The Company is
      currently evaluating the impact that SAB No. 108 could have on its results
      of
      operations or financial condition.





In
      September 2006, the Financial Accounting Standards Board (“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).
      FASB 158 will require employers to recognize their defined benefit plans’
overfunded or underfunded status in their balance sheets, require employers
      to
      measure plan assets and plan obligations as of the balance sheet date,
      immediately recognize any remaining transition obligation currently being
      deferred, and recognize actuarial gains and losses through other comprehensive
      income. The statement is effective for fiscal years ending after December 15,
      2006. The Company does not believe that SFAS No. 158 will have a material impact
      on its financial statements as of and for the year ended June 30,
      2007.





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, which
      enhances existing guidance for measuring assets and liabilities using fair
      value. The new Statement provides a single definition of fair value, together
      with a framework for measuring it, and requires additional disclosure about
      the
      use of fair value to measure assets and liabilities. SFAS No. 157 also
      emphasizes that fair value is a market-based measurement, not an entity-specific
      measurement, and sets out a fair value hierarchy with the highest priority
      being
      quoted prices in active markets. Under SFAS No. 157, fair value measurements
      are
      disclosed by level within that hierarchy. While SFAS No. 157 does not add any
      new fair value measurements, it does change current practice. SFAS No. 157
      is
      effective for financial statements issued for fiscal years beginning after
      November 15, 2007, and interim periods within those fiscal years. The Company
      does not believe that SFAS No. 157 will have a material impact on its financial
      statements.





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




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


13
 **Table
            of Contents**




**Item
      3. Quantitative and Qualitative Disclosures About Market
      Risk Fair Value of Financial Instruments**




The
      following disclosure of the estimated fair value of financial instruments is
      made in accordance with the requirements of Statement of Financial Accounting
      Standards No. 107, "Disclosures about Fair Value of Financial Instruments".
      The
      estimated fair values of financial instruments have been determined by the
      Company using available market information and appropriate valuation
      methodologies. However, considerable judgment is required in interpreting market
      data to develop the estimates of fair value. Accordingly, the estimates
      presented herein are not necessarily indicative of the amounts that the Company
      could realize in a current market exchange. The Company has not entered into,
      and does not expect to enter into, financial instruments for trading or hedging
      purposes. The Company does not currently anticipate entering into interest
      rate
      swaps and/or similar instruments. The Company's carrying values of cash,
      marketable securities, accounts receivable, accounts payable and accrued
      expenses are a reasonable approximation of their fair value.





**Item
      4. Controls and Procedures**





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





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





PART
      II - OTHER INFORMATION





**ITEM
      1. LEGAL PROCEEDINGS**





There
      are
      no legal proceedings against the Company.





**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS**





Not
      applicable.





**ITEM
      5. OTHER INFORMATION**





Not
      applicable





**ITEM
      6. Exhibits and Reports on Form
      8-K**





Not
      applicable




14
 **Table
            of Contents**


SIGNATURES




Pursuant
        to the requirements of the Securities Exchange Act of 1934, the registrant
        has
        duly caused this report to be signed on its behalf by the undersigned thereunto
        duly authorized.


**PURCHASE
              POINT MEDIA CORPORATION**Date: February
              14, 2007
            By:
            /s/  
              Albert FolsomAlbert
              FolsomPresident,
              Chief Executive Officer,
              Chief Financial Officer and
              Director











15
 **Table
          of Contents**






EXHIBIT
      INDEX





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


Exhibit
      31.2 - Certification of the Director pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.