UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                  For the quarterly period ended June 30, 2007

                                       or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

            For the transition period from ___________ to ___________

                        Commission File Number 333-139765


                             SHOPPER'S WALLET, INC.
             (Exact name of registrant as specified in its charter)

            Nevada                                                98-050298
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

 33 Hanesher Street, Raanana, Israel                                43726
(Address of principal executive offices)                         (Zip Code)

                             (011) (972) 9-771-1842
              (Registrant's telephone number, including area code)

                                 Not Applicable
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

Large accelerated filer [ ]   Accelerated filer [ ]   Non-accelerated filer [X]

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

There were 7,333,333 shares of common stock, $0.0001 par value per share,
outstanding on August 13, 2007.
<PAGE>
For purposes of this Quarterly Report, references to the "Company," "we," "us,"
and "our" mean Shopper's Wallet, Inc.

                           FORWARD-LOOKING STATEMENTS

This Quarterly Report contains "forward-looking statements." All statements
other than statements of historical fact are "forward-looking statements."
Forward-looking statements may include the words "may," "will," "estimate,"
"intend," "continue," "believe," "expect," "plan," or "anticipate" and other
similar words. Such forward-looking statements may be contained in "Management's
Discussion and Analysis of Financial Condition and Results of Operations," among
other places.

Although we believe the expectations reflected in our forward-looking statements
are reasonable, actual results could differ materially from those projected or
assumed in our forward-looking statements. Our future financial condition and
results of operations, as well as any forward-looking statements, are subject to
change and are subject to inherent risks and uncertainties, such as those
disclosed in this Quarterly Report. Each forward-looking statement speaks only
as of the date of the particular statement.

                                       2
<PAGE>
                                      INDEX

                             SHOPPER'S WALLET, INC.


                                                                            Page
                                                                            ----
PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements                                                 4

Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operation                                           11

Item 3.  Controls and Procedures                                             13

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                   14

Item 1A. Risk Factors                                                        14

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds         14

Item 3.  Defaults Upon Senior Securities                                     14

Item 4.  Submission of Matters to a Vote of Security Holders                 14

Item 5.  Other Information                                                   14

Item 6.  Exhibits                                                            14

Signatures                                                                   15

                                       3
<PAGE>
                         PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                SHOPPER'S WALLET
                          (A Development Stage Company)

                                 BALANCE SHEETS

                                                                       June 30,
                                                                         2007
                                                                       --------
                                   ASSETS

Current Assets
  Cash                                                                 $ 67,947
                                                                       --------

      Total Assets                                                     $ 67,947
                                                                       ========

                    LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
   Loan from Director (Note 5)                                         $ 16,211
                                                                       --------

      Total Liabilities                                                $ 16,211
                                                                       ========

Stockholders' Equity (Note 4, 5)
  Common Stock, authorized
   100,000,000 shares, par value
   $0.0001, issued and outstanding on
   June 30, 2007; is 7,333,333                                              733
  Paid in Capital                                                        74,267
  Deficit Accumulated During the Development Stage                      (23,263)
                                                                       --------

      Total Stockholders' Equity                                         51,737
                                                                       --------

Total Liabilities and Stockholders' Equity                             $ 67,947
                                                                       ========

         The accompanying notes are an integral part of these statements

                                       4
<PAGE>
                                SHOPPER'S WALLET
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS

                                                                 For the Period
                                            For the Six           June 28, 2006
                                           Months Ended          (Inception) To
                                           June 30, 2007          June 30, 2007
                                           -------------          -------------

Revenue                                     $        --            $        --

Expenses
  General and Administrative                      4,457                  7,921
  Bank Charges                                      193
  Filing Fees                                       310                  1,150
  Legal                                          14,000
                                            -----------            -----------

      Total Expenses                              4,767                 23,263
                                            -----------            -----------

Net (Loss)                                  $    (4,767)           $   (23,263)
                                            ===========            ===========

Basic and Diluted Loss) per Share                     a                      a
                                            -----------            -----------
Weighted Average Number of Shares               379,463              5,186,113
                                            -----------            -----------

----------
a = Less than ($0.01) per share


         The accompanying notes are an integral part of these statements

                                       5
<PAGE>
                                SHOPPER'S WALLET
                          (A Development Stage Company)

                        STATEMENT OF STOCKHOLDERS' EQUITY
                   JUNE 28, 2006 (INCEPTION) TO JUNE 30, 2007

<TABLE>
<CAPTION>
                                     Price          Common Stock         Paid in   Accumulated     Total
                                   Per Share     Shares       Amount     Capital    Deficit        Equity
                                   ---------     ------       ------     -------    -------        ------
<S>                                <C>           <C>         <C>           <C>     <C>            <C>
INCEPTION, JUNE 28, 2006                              --    $     --    $    --    $     --       $     --

Initial capitalization, sale
of common stock to directors on      $0.001    5,000,000         500      4,500                      5,000
June 28, 2006

Net (Loss)                                            --          --         --     (13,558)       (13,558)
                                              ----------    --------    -------    --------       --------
BALANCE, DECEMBER 31, 2006                     5,000,000         500      4,500     (13,558)        (8,558)

Private placement closed             $ 0.03    2,333,333         233     69,767                     70,000
June 18, 2007

Net (Loss)                                                                           (6,949)        (6,949)
                                              ----------    --------    -------    --------       --------
BALANCE, JUNE 30, 2007                         7,333,333    $    733    $74,267    $(27,116)      $ 54,493
                                              ==========    ========    =======    ========       ========
</TABLE>

         The accompanying notes are an integral part of these statements

                                       6
<PAGE>
                                SHOPPER'S WALLET
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS

                                                                 For the Period
                                            For the Six           June 28, 2006
                                           Months Ended          (Inception) To
                                           June 30, 2007          June 30, 2007
                                           -------------          -------------
Operating Activities
  Net (Loss)                                $ (4,767)               $(23,263)
  Increase in Accounts Payable                 1,400                  16,210
                                            --------                --------

Net Cash (Used) by Operating Activities       (3,367)                 (7,053)
                                            --------                --------
Financing Activities
  Proceeds from contributed Capital               --                      --
  Proceeds from sale of Common Stock          70,000                  75,000
                                            --------                --------

Cash Provided by Financing Activities         70,000                  75,000
                                            --------                --------

Net Increase in Cash                          66,633                  67,947

Cash, Beginning of Period                      1,514
                                            --------                --------

Cash, End of Period                         $ 68,147                $ 67,947
                                            ========                ========
Supplemental Information:
  Interest Paid                             $     --                $     --
  Income Taxes Paid                         $     --                $     --


         The accompanying notes are an integral part of these statements

                                       7
<PAGE>
                             SHOPPER'S WALLET, INC.
                          (A Development Stage Company)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                 (JUNE 30, 2007)


NOTE 1. GENERAL ORGANIZATION AND BUSINESS

Shopper's Wallet, Inc, a development stage company, was incorporated on June 28,
2006 under the laws of the State of Nevada.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

The relevant accounting policies and procedures are listed below. The company
has adopted the calendar year as its fiscal year.

ACCOUNTING BASIS

These financial statements are prepared on the accrual basis of accounting in
conformity with accounting principles generally accepted in the United States of
America.

MANAGEMENT CERTIFICATION

The financial statements herein are certified by the officers of the Company to
present fairly, in all material respects, the financial position, results of
operations and cash flows for the periods presented in conformity with
accounting principles generally accepted in the United States of America,
consistently applied.

CASH AND CASH EQUIVALENTS

For the purpose of the statement of cash flows, cash equivalents include all
highly liquid investments with maturity of three months or less.

EARNINGS (LOSS) PER SHARE

The basic earnings (loss) per share are calculated by dividing the Company's net
income available to common shareholders by the weighted average number of common
shares outstanding during the year. The diluted earnings (loss) per share are
calculated by dividing the Company's net income (loss) available to common
shareholders by the diluted weighted average number of shares outstanding during
the year. The diluted weighted average number of shares outstanding is the basic
weighted number of shares adjusted as of the first of the year for any
potentially dilutive debt or equity. There are no diluted shares outstanding.

DIVIDENDS

The Company has not adopted any policy regarding payment of dividends. No
dividends have been paid during the period shown.

INCOME TAXES

The Company provides for income taxes under Statement of Financial Accounting
Standards No. 109 (SFAS 109). SFAS 109 requires the use of an asset and
liability approach in accounting for income taxes.

                                       8
<PAGE>
SFAS 109 requires the reduction of deferred tax assets by a valuation allowance
if, based on the weight of available evidence, it is more likely than not that
some or all of the deferred tax assets will not be realized. No provision for
income taxes is included in the statement due to its immaterial amount, net of
the allowance account, based on the likelihood of the Company to utilize the
loss carry-forward

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

Net Income Per Common Share

Net income (loss) per common share is computed based on the weighted average
number of common shares outstanding and common stock equivalents, if not
anti-dilutive. The Company has not issued any potentially dilutive common
shares.

REVENUE AND COST RECOGNITION

The Company has no current source of revenue; therefore the Company has not yet
adopted any policy regarding the recognition of revenue or cost.

NOTE 3. INCOME TAXES

As noted above, income taxes are provided in accordance with SFAS 109. A
deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting and net operating loss carry forwards.
Deferred tax expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

NOTE 4. STOCKHOLDERS' EQUITY

AUTHORIZED

The Company is authorized to issue 100,000,000 shares of $0.0001 par value
common stock and 50,000,000 shares of preferred stock, par value $0.0001 per
share. All common stock shares have equal voting rights, are non-assessable and
have one vote per share. Voting rights are not cumulative and, therefore, the
holders of more than 50% of the common stock could, if they choose to do so,
elect all of the directors of the Company.

ISSUED AND OUTSTANDING

On June 28, 2006 (inception), the Company issued 5,000,000 shares of its common
stock to its Directors for cash of $5,000. See Note 5.

On June 18, 2007, the Company closed a private placement for 2,333,333 common
shares at a price of $0.03 per share, for aggregate proceeds of $70,000. The
shares of common stock sold to the investors were previously registered by us
pursuant to a registration statement on Form SB-2, which was declared effective
by the Securities and Exchange Commission on January 19, 2007. The Company
accepted subscriptions from 36 offshore non-affiliated investors.

                                       9
<PAGE>
NOTE 5. RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. The Company's
Directors provide office space free of charge. The officers and directors of the
Company are involved in other business activities and may, in the future, become
involved in other business opportunities. If a specific business opportunity
becomes available, such persons may face a conflict in selecting between the
Company and their other business interests. The Company has not formulated a
policy for the resolution of such conflicts.

On June 28, 2006 (inception), the Company issued 5,000,000 shares of its common
stock to its Directors for cash of $5,000. See Note 4.

Mr. Jacob Perry, a Director, loaned the Company $15,000. The loan bears no
interest and is payable on demand on or after December 1, 2007 pursuant to the
terms of a promissory note dated December 1, 2006.

During April 2007, Mr. Jacob Perry loaned the Company $1200. The loan bears no
interest and is payable on demand on or after December 1, 2007.

NOTE 6. GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has net losses for the
period from inception to June 30, 2007 of $23,263. This condition raises
substantial doubt about the Company's ability to continue as a going concern.
The Company's continuation as a going concern is dependent on its ability to
meet its obligations, to obtain additional financing as may be required and
ultimately to attain profitability. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

NOTE 7. NET OPERATING LOSSES

As of June 30, 2007, the Company has a net operating loss carry forward of
approximately $23,263 which will expire 20 years from the date the loss was
incurred.

NOTE 8. OPERATING LEASES AND OTHER COMMITMENTS

The Company currently has no operating lease commitments or any other
commitments.

NOTE 9. SUBSEQUENT EVENT

On June 28, 2007, we signed an agreement with A.M. Managements Tools Ltd. in
which they agreed to provide us with consulting and development services for our
initial product. A.M. Managements Tools Ltd. will develop the beginner and
intermediate levels of our product for us. The cost of the development is
$38,000. Payment is due on August 15, 2007. We expect the initial development to
be completed during September, 2007.

                                       10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION

Shopper's Wallet, Inc. (referred to in this prospectus as "Shoppers", "us", "we"
and "our") was incorporated on June 28, 2006, in the State of Nevada. Our
principal executive offices are located at 33 Hanesher Street, Raanana 43726,
Israel. Our telephone number is (011) (972) 9-771-1842. We are a development
stage company with limited operations and no revenues from our business
operations. We do not expect to commence earning revenues until at least
January, 2008. Our auditors have issued a going concern opinion. This means that
our auditors believe there is substantial doubt that we can continue as an
on-going business for the next twelve months. We do not anticipate that we will
generate significant revenues until we have completed our
"English-as-Second-Language" training courses product and our marketing plan to
attract customers. Accordingly, we must raise cash from sources other than our
operations in order to implement our marketing plan.

We have raised money from an offering of our shares pursuant to a Registration
Statement on Form SB-2. As of June 18, 2007, we successfully completed the sale
of 2,333,333 shares of our common stock to various investors at a price per
share of $0.03 for aggregate proceeds of $70,000. The shares of common stock
sold to the investors were previously registered by us pursuant to a
registration statement on Form SB-2, which was declared effective by the
Securities and Exchange Commission on January 19, 2007. We believe that this
will allow us to begin our product development, market our website, and remain
in business for twelve months. If we are unable to generate revenues after
twelve months for any reason, or if we are unable to make a reasonable profit
after twelve months, we may have to suspend or cease operations. At the present
time, we have not made any arrangements to raise additional cash. If we need
additional funds in the next twelve months, we may seek to obtain additional
funds through a second public offering, private placement of securities, or
loans. Other than as described in this paragraph, we have no other financing
plans at this time.

PLAN OF OPERATION

The following discussion of the plan of operation, financial condition, results
of operations, cash flows and changes in our financial position should be read
in conjunction with our most recent financial statements and notes appearing
elsewhere in this Form 10-QSB; and our SB-2 filed on January 19, 2007.

Our specific goal is to develop our interactive English language training
courses and to execute our marketing plan. We intend to accomplish these goals
as described in the section entitled "Milestones" below.

MILESTONES

As of June 18, 2007, we have raised $70,000 pursuant to our SB-2 offering. We
believe that these proceeds will satisfy our cash requirements for the next 12
months, but we may have to raise additional funds thereafter. The following is a
chronological itemization of the milestones we intend to achieve over the next
12 months.

1. COMPLETION OF OUR INITIAL PRODUCT, JULY - SEPTEMBER 2007

On June 28, 2007, we signed an agreement with A.M. Managements Tools Ltd. in
which they agreed to provide us with consulting and development services for our
initial product. Pursuant to the terms of the agreement, A.M. Managements Tools
Ltd. agreed to develop the beginner and intermediate level of our product for
us. The cost of the development is $38,000. Payment is due on August 15, 2007.We
expect the initial development to be completed during September 2007.

During these three months, we intend to direct our development efforts at the
beginner and intermediate levels. The course content for these levels will
include the following:

BEGINNER LEVEL: Fundamentals of English phonetics, grammar, vocabulary and
learning games.
INTERMEDIATE LEVEL: English grammar, speaking, vocabulary and listening.

                                       11
<PAGE>
Our budget for the development of the Beginner and Intermediate levels is
$38,000.

2. COMPLETION OF THE ADVANCED LEVEL PRODUCT, OCTOBER - NOVEMBER 2007

We will develop the advanced level of our product, which will focus on TOEFL
(Test of English as a Foreign Language) preparation, at the estimated cost of
$10,000. TOEFL is a required exam for those foreign students wishing to begin
undergraduate or graduate study in the U.S. The TOEFL is a computer exam, which
is given year round. The exam is comprised of 4 sections: listening
comprehension, structure, reading comprehension, and writing.

We will hire a certified TOFEL teacher on a contract basis for one month at the
cost of $5,000 to create the course content for the advanced level of our
product which will include the TOEFL study materials. We believe that the
advanced level of our product will help to attract and retain a broad customer
base.

The incremental approach described above will allow us to begin product
development on a limited financial budget. In the future, as we generate revenue
from the sale of our product, we will develop additional programs (e.g. Business
English, Public Speaking, and English Writing Skills). Ultimately, we intend to
have a comprehensive product line for adults studying English as a second
language.

3. MARKETING, DECEMBER 2007 - JUNE 2008

We plan to hire a sales person to assist our officers with the marketing of our
product. We anticipate that the cost for the three month period will be
approximately $10,000 which we have allocated in our budget. The sales
representative will contact "English-as-Second-Language" schools and colleges to
market our product for use within their schools or for resale to their students.
In addition, the sales representative's duties will include creating awareness
by promoting our product to industry associated companies. We intend for the
sales representative to obtain reciprocal arrangements with related internet
sites ("English-as-Second-Language" websites) for the reciprocal display of each
other's website link. The purpose of this arrangement is to encourage potential
customers to visit our website at no cost to us. We have also allocated in our
budget the amount of $5,000 for phone and fax lines, business cards, and graphic
design of e-newsletters.

At this stage we have not budgeted for any extension of the three-month sales
budget. If revenues are generated, we will re-evaluate our decision.

4. MARKETING, MARCH - JUNE 2008

At this stage we have yet to budget any financial resources for our marketing
efforts in this period. In the future, as we generate revenues, management will
allocate resources to pursue our marketing plan.

RESULTS OF OPERATIONS

During the period from June 28, 2006 (inception) through June 30, 2007, we
incurred a net loss of $23,263. This loss consisted primarily of incorporation
costs, administrative expenses, and legal expenses. We had no revenues for the
period from June 28, 2006 (inception) through June 30, 2007.

In July 2006, we reserved the domain name www.shopperswallet.com, and we
purchased a web hosting package from Yahoo.com to host our website at a cost of
$360 annually.

On June 28, 2007, we signed an agreement with A.M. Managements Tools Ltd.
according to which they have agreed to provide us with consulting and
development services for our initial product. A.M. Managements Tools Ltd. has
agreed to develop the beginner and intermediate Level of our product for us. The
cost of the development is $38,000. Payment is due on August 15, 2007.We expect
the initial development to be completed during September 2007.

Since inception, we have sold 7,333,333 shares of common stock to our
stockholders.

                                       12
<PAGE>
PURCHASE OR SALE OF EQUIPMENT

We do not expect to purchase or sell any plant or significant equipment. We have
leased web hosting space needed for hosting our website at a cost of $360
annually.

LIQUIDITY AND CAPITAL RESOURCES

Our balance sheet as of June 30, 2007 reflects assets of $70,904. Cash and cash
equivalents from inception to date have been insufficient to provide the working
capital necessary to operate to date. On December 1, 2006, we obtained an
interest-free loan from Jacob Perry, our Chief Executive Officer, in the amount
of $15,000. The loan is payable on demand on or after December 1, 2007.

As of June 18, 2007, we successfully completed the sale of 2,333,333 shares of
our common stock to various investors at a price per share of $0.03 for
aggregate proceeds of $70,000.

Notwithstanding that we have raised $70,000 in our offering, we anticipate
generating losses and, therefore, may be unable to continue operations in the
future. If we require additional capital, we would have to issue debt or equity
or enter into a strategic arrangement with a third party. There can be no
assurance that additional capital will be available to us. We currently have no
agreements, arrangements, or understandings with any person to obtain funds
through bank loans, lines of credit, or any other sources.

On June 28, 2007, we signed an agreement with A.M. Managements Tools Ltd. to
provide us with consulting and development services for our initial product. In
consideration for the payment of $38,000, A.M. Managements Tools Ltd. agreed to
develop the beginner and intermediate level of our product for us. Payment is
due on August 15, 2007. We expect the initial development to be completed during
September 2007.

GOING CONCERN CONSIDERATION

Our independent auditors included an explanatory paragraph in their report on
the accompanying financial statements regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

ITEM 3. CONTROLS AND PROCEDURES

(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period covered by this Report, we carried out an
evaluation, under the supervision and with the participation of the Company's
Principal Executive Officer and the Principal Accounting Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. The Company's disclosure controls and procedures are designed to
produce a reasonable level of assurance of achieving the Company's disclosure
control objectives. The Company's Principal Executive Officer and Principal
Accounting Officer have concluded that the Company's disclosure controls and
procedures were, in fact, adequate and effective to ensure that material
information relating to the Company that is required to be disclosed by the
Company in reports that it files or submits under the Securities Exchange Act of
1934, as amended, is recorded, processed, summarized, and reported within the
time periods specified in rules of the U. S. Securities and Exchange Commission
(the "Commission"), and accumulated and communicated to the Company's
management, including its Principal Executive Officer and Principal Accounting
Officer, to allow timely decisions regarding required disclosure.

                                       13
<PAGE>
(B) CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

In connection with the evaluation of the Company's internal controls during the
Company's last fiscal quarter, the Company`s Principal Executive Officer and
Principal Accounting Officer have determined that there are no changes to the
Company's internal controls over financial reporting that has materially
affected, or is reasonably likely to materially effect, the Company's internal
controls over financial reporting.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no existing or pending legal proceedings against us, nor are we
involved as a plaintiff in any proceeding or pending litigation. There are no
proceedings in which any of our directors, officers or any of their respective
affiliates, or any beneficial shareholder, is an adverse party or has a material
interest adverse to our interest.

ITEM 1A. RISK FACTORS

We incorporate by reference the risk factors set forth in our Registration
Statement on Form SB-2, filed on January 3, 2007. We know of no changes that
would impact the content of the risk factors disclosed therein.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

  Exhibit
  Number                           Exhibit Description
  ------                           -------------------
   3.1 -    Certificate of Incorporation of the Company incorporated herein
            from Exhibit 3.1 of our Registration Statement of Form SB-2, filed
            on January 3, 2007, file number 333-141221.
   3.2 -    Bylaws of Company incorporated herein from Exhibit 3.2 of our
            Registration Statement of Form SB-2, filed on January 3, 2007, file
            number 333-141221.
   31.1 -   Rule 13a-14(a)/15d-14(a) Certification of Principal Executive
            Officer*
   31.2 -   Rule 13a-14(a)/15d-14(a) Certification of Principal Financial
            Officer*
   32.1 -   Section 1350 Certification of Principal Executive Officer*
   32.2 -   Section 1350 Certification of Principal Financial Officer*

----------
* Filed herewith.

                                       14
<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.

                                     SHOPPER'S WALLET, INC.


August 13, 2007                      By: /s/ Jacob Perry
                                        -------------------------------------
                                        Jacob Perry
                                        Chief Executive Officer


August 13, 2007                      By: /s/ Dejan Mirkovic
                                        -------------------------------------
                                        Dejan Mirkovic
                                        Principal Financial Officer

                                       15