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    SEPTEMBER 30, 2006
                                       -----------------------------------------
                                       or

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE 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 of other jurisdiction                      (I.R.S. Employer
 of incorporation or organization)                   Identification No.)


1100 MELVILLE STREET, SUITE 320       VANCOUVER, BC     CANADA           V6E 4A6
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (604) 926-7859
                           (Issuer'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 [ ] No

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

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

At November 13, 2006 there were 22,378,940 shares of Common Stock, no par value,
outstanding.

Transitional Small Business Disclosure Format (Check one): [ ] 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.



<PAGE>


                        PURCHASE POINT MEDIA CORPORATION

                                      INDEX
                                                                         Page
                                                                         ----

Part I.  Financial Information                                           1

  Item 1.         Financial Statements

                  Balance Sheets as of September 30,
                   2006 (unaudited) and June 30, 2006                    2

                  Statements of Operations for the
                   Three Months Ended  September 30,
                   2006 and 2005  (unaudited)  and
                   the Period June 28, 1996 (Date of
                   Formation) through September, 2006                    3

                  Statements of Stockholders' Deficiency
                   for the Period June 28, 1996 (Date of Formation)
                   through September 30, 2006                          4 - 6

                  Statements of Cash Flows for the Three
                   Months Ended September 30, 2006 and
                   2005 (unaudited) and the Period June
                   28, 1996 (Date of Formation) through
                   September 30, 2006                                    7

                  Notes to Financial Statements (unaudited)            8 - 10

  Item 2.         Management's Discussion and Analysis
                   or Plan of Operations                              11 - 15

  Item 3.         Quantitative and Qualitative Disclosures about
                   Market risk fair value of financial instruments      15

  Item 4.         Controls and Procedures                               16

Part II. Other Information

  Item 1.         Legal Proceedings                                     16

  Item 4.         Submission of Matters to a Vote of Security Holders   16

  Item 5 Other Information                                              16

  Item 6.         Exhibits and Reports on Form 8-K                      16

Signatures                                                              17



<PAGE>



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 three  months ended  September  30,
2006,  are not  necessarily  indicative  of the results to be  expected  for the
entire fiscal year or for any other period.



                                       -1-






<PAGE>


                        PURCHASE POINT MEDIA CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET

                                     ASSETS
                                                      September 30,    June 30,
                                                          2006           2006
Current Assets
  Cash                                               $      --      $      --
                                                     -----------    -----------

Total Current Assets                                        --             --
                                                     -----------    -----------
Equipment-net                                              1,984            740

Other Assets:
  Other intangibles - net                                  9,464          9,804
                                                     -----------    -----------
     TOTAL ASSETS                                    $    11,448    $    10,544
                                                     ===========    ===========




                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY


Current Liabilities:
  Note payable to related party                      $   857,399    $   848,650
  Accrued interest payable - related parties             416,856        398,474
  Accounts payable - related parties                     234,000        216,000
  Accounts payable                                       170,456        166,955
                                                     -----------    -----------
     Total Current Liabilities                         1,678,711      1,630,079
                                                     -----------    -----------
Stockholders' Deficiency:
  Preferred stock; no par value -
   authorized 50,000,000 shares;
   outstanding 2,000 shares, at
   redemption value                                          170            170
  Common stock, no par value -
   authorized 100,000,000 shares;
   outstanding 22,378,940                              1,815,983      1,815,983
  Additional paid-in capital                             134,878        133,528
  Deficit accumulated during
   development stage                                  (3,618,294)    (3,569,216)
                                                     -----------    -----------
     Total Stockholders' Deficiency                   (1,667,263)    (1,619,535)
                                                     -----------    -----------
TOTAL LIABILITIES AND
 STOCKHOLDERS' DEFICIENCY                            $    11,448    $    10,544
                                                     ===========    ===========

                                       -2-

<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS


                                          For the Three Months
                                          Ended September 30,     June 28, 1996
                                       ------------------------ to September 30,
                                          2006            2005          2006
                                      ------------  ------------  -------------

Costs and Expenses:
  General and administrative
   expenses                           $    30,249    $    58,010    $ 2,583,614
  Depreciation and amortization               448            414         30,071
                                      ------------  ------------  -------------

Net loss from operations                  (30,697)       (58,424)    (2,613,685)

Other expenses:
  Loss from theft                            --             --         (354,477)
  Interest                                (18,381)       (17,307)      (650,132)
                                      ------------  ------------  -------------
Net loss                              $   (49,078)   $   (75,731)   $(3,618,294)
                                      ============  ============  =============

Loss per common share - basic
 and diluted                          $      --      $      --      $      --
                                      ============  ============  =============

Average oustanding shares
(stated in '000)
Basic                                      22,378         22,374           --
                                      ============  ============  =============
Diluted                                    22,878         22,874           --
                                      ============  ============  =============

                                       -3-

<PAGE>

<TABLE>
<CAPTION>


                                                         PURCHASE POINT MEDIA CORPORATION
                                                          (A DEVELOPMENT STAGE COMPANY)
                                                     STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                                                    JUNE 28, 1996 THROUGH SEPTEMBER 30, 2006


                                                                     Common Stock
                                                               -------------------------
                                                                                           Additional    Retained
                                   Preferred       Par                        Stated        Paid-In      Earnings
                                     Stock         Value         Shares        Value        Capital      (Deficit)         Total
                                   -----------   -----------   -----------   -----------   -----------   -----------    -----------
<S>                                <C>           <C>          <C>            <C>           <C>           <C>            <C>
Balance, June 28,
 1996 (Date of
 Formation)                               --     $      --            --     $      --     $      --     $      --      $      --
Sale of common
 stock (at $.009 per
 share)                                   --            --       1,175,000        10,000          --            --           10,000
Four-for-one stock split                  --            --       3,525,000          --            --            --             --
Issuance of preferred
 stock for consulting
 services (valued at $.09 per
 share)                                  2,000           170          --            --            --            --              170
Net loss for the
period ended
 June 30, 1996                            --            --            --            --            --        (338,760)      (338,760)



                                                         PURCHASE POINT MEDIA CORPORATION
                                                          (A DEVELOPMENT STAGE COMPANY)
                                                     STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                                               JUNE 28, 1996 THROUGH SEPTEMBER 30, 2006 (Continued)

                                                                     Common Stock
                                                               -------------------------
                                                                                           Additional    Retained
                                   Preferred       Par                        Stated        Paid-In      Earnings
                                     Stock         Value         Shares        Value        Capital      (Deficit)         Total
                                   -----------   -----------   -----------   -----------   -----------   -----------    -----------
Recapitalization for
 effect of reverse
 acquisition                              --            --       6,675,000         8,500          --            --            8,500

Net 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          --            --          241,997

Issuance of warrants
 for loan financing
 (issued at $.67
 per share)                               --            --            --            --          23,104          --           23,104

Net loss for the year ended
 June 30, 1999                            --            --            --            --            --        (458,843)      (458,843)



                                       -4-

<PAGE>

                                                         PURCHASE POINT MEDIA CORPORATION
                                                          (A DEVELOPMENT STAGE COMPANY)
                                                     STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                                               JUNE 28, 1996 THROUGH SEPTEMBER 30, 2006 (Continued)


                                                                     Common Stock
                                                               -------------------------
                                                                                           Additional    Retained
                                   Preferred       Par                        Stated        Paid-In      Earnings
                                     Stock         Value         Shares        Value        Capital      (Deficit)         Total
                                   -----------   -----------   -----------   -----------   -----------   -----------    -----------

Issuance of warrants
 for loan financing
 (issued at $ .08
 per share)                               --            --            --            --          83,738          --           83,738

Sale of common stock
 (at $1.00 per share)                     --            --         117,665       117,665          --            --          117,665

Sale of common stock
 (at $.50 per share)                      --            --         336,076       168,038          --            --          168,038

Net 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          --           21,286

Sale of common stock
 (at $1.00 per share, net
  of issuance costs)                      --            --          97,138        97,138          --            --           97,138

Net 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          --            --           80,674

Settlement of debt                        --            --       3,500,000       402,021          --            --          402,021

Net 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          --            --           39,000

Net 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          --            --           68,000

Issuance of common stock
  for services
 (at $.05 to $.10 per share)              --            --         595,000        29,950          --            --           29,950

Net loss for the year ended
  June 30, 2004                           --            --            --            --            --        (223,517)      (223,517)



                                       -5-

<PAGE>
                                                         PURCHASE POINT MEDIA CORPORATION
                                                          (A DEVELOPMENT STAGE COMPANY)
                                                     STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                                               JUNE 28, 1996 THROUGH SEPTEMBER 30, 2006 (Continued)


                                                                     Common Stock
                                                               -------------------------
                                                                                           Additional    Retained
                                   Preferred       Par                        Stated        Paid-In      Earnings
                                     Stock         Value         Shares        Value        Capital      (Deficit)         Total
                                   -----------   -----------   -----------   -----------   -----------   -----------    -----------
Issuance of common stock
  for costs of stock offering             --            --       1,000,000          --            --            --             --

Issuance of common stock
  for services at $.50 per share          --            --         400,000       200,000          --            --          200,000

Issuance of common stock
  for payment of debt at
  $.50 per share                          --            --         190,000        95,000          --            --           95,000

Issuance of common stock
  for at $.08 per share                   --            --         250,000        20,000          --            --           20,000

Issuance of common stock
  for services at $.50 per share          --            --         410,000       205,000          --            --          205,000

Net 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          --            --           15,000

Sale of common stock for
  cash at $.09 per share                  --            --         200,000        18,000          --            --           18,000

Valuation of common stock
  options for expenses                    --            --            --            --           5,400          --            5,400

Net 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                    --            --            --            --           1,350          --            1,350

Net loss for the three months
   ended September 30, 2006               --            --            --            --            --         (49,078)       (49,078)

Balance at September 30, 2006            2,000   $       170    22,378,940   $ 1,815,983   $   134,878   $(3,618,294)   $(1,667,263)
                                   ===========   ===========   ===========   ===========   ===========   ===========    ===========



</TABLE>
                                       -6-

<PAGE>
                        PURCHASE POINT MEDIA CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS

                                                                     June 28,
                                      For the Three Months Ended     1996 to
                                            September 30,          September 30,
                                          2006           2005           2006
                                      -----------    -----------    -----------
CASH FLOW FROM
  OPERATING ACTIVITIES:
  Net loss                            $   (49,078)   $   (75,731)   $(3,618,294)
  Adjustments to reconcile
   net loss to net cash
   used in operating
   activities:
   Depreciation and
    amortization                              448            415         30,072
   Write-off of patent                       --             --            4,767
   Issuance of common and
    preferred stock for expenses             --           15,000        478,620
   Issurance of warrants for
    financing                                --             --          128,128
  Valuation of options for
    financing                               1,350           --            6,750
Changes in operating assets
  and liabilities:
Increase in accounts payable               39,883         42,666      1,329,608
                                      -----------    ------------    -----------
  Net change in cash
     from operations                       (7,397)       (17,650)    (1,640,349)
                                      -----------    ------------    -----------

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                            8,749           --          846,225
  Payment to note payable
   related party                             --             --             (100)
  Proceeds from sale of
   common stock                              --           18,000        840,511
                                      -----------    ------------    -----------

                                            8,749         18,000      1,686,636
                                      ===========    ============    ===========





                                                                     June 28,
                                      For the Three Months Ended     1996 to
                                            September 30,          September 30,
                                          2006           2005           2006
                                      -----------    -----------    -----------
Net (decrease)  increase in cash             --           350             --

Cash - beginning of year                     --            --             --
Cash - end of year                    $      --      $    350       $     --

NON CASH FLOWS FROM
  OPERATING ACTIVITIES:

Issuance of 2,000 preferred shares
  for services - 1996                                               $     170

Issuance of 595,000 common
  shares for services - 2004                                        $  29,950

Issuance of 1,000,000 common
  shares for services  - 2005                                       $ 425,000

Issuance of 250,000 common
  shares for services - 2006                                        $  15,000


                                       -7-

<PAGE>


                        PURCHASE POINT MEDIA CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006

1.   ORGANIZATION


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

The Company is in the business of the  development  and marketing of advertising
space to national  advertisers on a patented grocery cart display devise. On the
report date  operations  had not started and the Company is  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 September  30, 2006,  the Company had a net  operating  loss carry forward of
$3,618,294,   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 September 30,
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 CONCENTRATION RISK

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


                                       -8-

<PAGE>

                        PURCHASE POINT MEDIA CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006

PROPERTY AND EQUIPMENT

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

         Office and other equipment at cost         $ 4,901
            Less accumulated depreciation             2,917
                                                    -------
                                                    $ 1,984
                                                    =======



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

PATENTS

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

         Patents at cost                            $ 23,743
            Less accumulated amortization             14,279
                                                    --------
                                                    $  9,464
                                                    ========



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-

<PAGE>


                        PURCHASE POINT MEDIA CORPORATION
                           (DEVELOPMENT STAGE COMPANY)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006

2.   CAPITAL STOCK

During the year ended June 30, 2006 the Company issued 200,000 common shares for
cash for private  placement stock sales,  and 250,000 private  placement  common
shares for services.

During the three months ended  September  30, 2006 the Company did not issue any
stock.

3.   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 $857,399 plus accrued interest payable
of  $416,856  on  September  30,  2006.  An  officer-director  also has  accrued
consultant fees due him of $234,000.

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 September 30, 2006, no shares have been issued.

4.   STOCK OPTIONS

The fair value of each option  grant is estimated on the date of the grant using
the  Black-Scholes  option-pricing  model  with the  following  weighted-average
assumptions  used for grants  issued for the three  months ended  September  30,
2006:  dividend yield of 0%,  expected  volatility of 66.67%,  exercise price of
$0.25,  risk free rate of 3% and expected life of 5 years.  The Company recorded
an  expense  of  $1,350  and  $6,750  which is  included  in the  statements  of
operations for the three months ended September 30, 2006 and for the period June
28, 1996 (Date of Formation) through September 30, 2006.

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.

                                      -10-




<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

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


OVERVIEW
--------

     Purchase Point Media  Corporation  ("PPMC" or the "Company) owns a patented
grocery cart  advertising  display device called the last word(TM) 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).



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.


                                      -11-


<PAGE>

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 word(TM) 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
word(TM).  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.

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.

                                      -12-


<PAGE>

     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(R) 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.

                                      -13-


<PAGE>

Three Months September 30, 2006
   Versus Three Months Ended September 30, 2005
-----------------------------------------------

     The net loss  decreased  from  approximately  $75,750 for the three  months
ended  September  30, 2005 to  approximately  $49,100 for the three months ended
September 30, 2006. The items of significant decrease for the three months ended
September,  2006 over the comparable period of the prior year was an decrease in
general  and  administrative  expense  from  approximately  $58,400  in  2005 to
approximately  $30,700 for the three  months ended  September  30, 2006 due to a
decrease  in filing fee expense of $15,400 in 2005 to  approximately  $110 and a
decrease in accounting from $11,360 to approximately $3,500 for the three months
ended September 30, 2006, respectively.


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
September 30, 2006 we had a working deficit of approximately  $1,678,711.  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 Lastword(TM).

     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.

     As of May 3, 2006,  Atlas  E.D.C.  has not  advanced the funds into escrow.
Currently CCMI is working on having other parties replace Atlas E.D.C.  There is
no assurances that this will take place.

CRITICAL ACCOUNTING ISSUES

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

NEW FINANCIAL ACCOUNTING STANDARDS

     In September 2006, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 158, "Employers'  Accounting for Defined Benefit Pension and Other Post
Retirement Plans",  that requires companies that sponsor post retirement benefit
plans to fully  recognize  as an asset or  liability  the over  funded  or under
funded status of its benefit plans in its 2006 year end balance sheet.  The FASB
requires  prospective  application.  The Company  believes they are currently in
compliance with the provisions of SFAS No. 158.

                                      -14-


<PAGE>

     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.  Statement  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 the Statement,  fair value  measurements
are disclosed by level within that  hierarchy.  While the Statement does not add
any new fair value measurements,  it does change current practice. The Statement
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 FASB 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  consolidated  balance sheet and results of operations
but the effect of such implementation is not determinable at this time.

     In December 2004, FASB issued SFAS No. 123(R),  "Share-Based Payment", that
requires  compensation costs related to stock-based  payment  transactions to be
recognized in the financial statements.  With limited exceptions,  the amount of
compensation  cost is measured based on the grant-date  fair value of the equity
or  liability  instruments  issued.  In  addition,  liability  awards  are to be
remeasured each reporting period.  Compensation cost will be recognized over the
period that an employee  provides  service in exchange for the reward.  SFAS No.
123(R) is effective as to the Company as of the beginning of the Company's  2006
fiscal year. The Company accounted for the stock-based  compensation costs using
the modified  prospective  method at the time of adoption.  The adoption of SFAS
123(R)  resulted  in  incremental  stock-based   compensation  expense  of  $-0-
(pre-tax)  during the nine months ended September 30, 2006. The adoption of SFAS
123(R) did not have a material  effect on the balance  sheet as of September 30,
2006 or the  statement  of cash flows for the nine months  ended  September  30,
2006.

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

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


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.

                                      -15-


<PAGE>

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


                                      -16-


<PAGE>



                                   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


                               By: /s/Albert Folsom
                                   ----------------
                                   Albert Folsom, President, Chief Executive
                                   Officer, Chief Financial Officer and Director








Dated:  November 13, 2006





                                      -17-




<PAGE>



EXHIBIT INDEX


Exhibit 31  Certification  of the Chief Executive  Officer pursuant to Section
            302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32  Certification  of the  Director  pursuant  to  Section  302 of the
            Sarbanes-Oxley Act of 2002.