U.S. SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                      FORM 10-QSB

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
SEPTEMBER 30, 2005

                                          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: 0-51216

                                     ANDAIN, INC.
                (Exact Name of Company as Specified in Its Charter)

                  Nevada                                        72-1530833
(State or Other Jurisdiction of Incorporation              (I.R.S. Employer
               or Organization)                            Identification No.)

                 5190 Neil Road, Suite 430, Reno, Nevada 89502
                   (Address of Principal Executive Offices)

                               (775) 333-5997
                        (Company's Telephone Number)

             350 South Center Street, Suite 500, Reno, Nevada 89501
        (Former Name, Former Address, and Former Fiscal Year, if Changed
                               Since Last Report)

     Indicate by check mark whether the Company (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Company was required to file
such reports), and (2) been subject to such filing requirements
for the past 90 days.  Yes    X      No          .

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

     As of October 31, 2005, the Company had 2,010,000 shares
of common stock issued and outstanding.

     Transitional Small Business Disclosure Format (check one):
Yes         No    X   .

                                    TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION                                           PAGE

         ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

                  REPORT OF INDEPENDENT REGISTERED
                  PUBLIC ACCOUNTING FIRM                                    3

                   BALANCE SHEET AS OF SEPTEMBER 30, 2005                   4

                   STATEMENTS OF OPERATIONS FOR THE THREE AND
                   NINE MONTHS ENDED SEPTEMBER 30, 2005, AND FOR
                   THE PERIOD OF INCEPTION (JULY 23, 2004) TO
                   SEPTEMBER 30, 2004, AND FOR THE PERIOD OF
                   INCEPTION (JULY 23, 2004) TO SEPTEMBER 30, 2005          5

                   STATEMENT OF STOCKHOLDERS' DEFICIT
                   FOR THE PERIOD OF INCEPTION
                   (JULY 23, 2004) TO SEPTEMBER 30, 2005                    6

                   STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED
                   SEPTEMBER 30, 2005, AND FOR THE PERIOD OF INCEPTION
                   (JULY 23, 2004) TO SEPTEMBER 30, 2004,
                   AND FOR THE PERIOD
                   OF INCEPTION (JULY 23, 2004) TO SEPTEMBER 30, 2005       7

                   NOTES TO FINANCIAL STATEMENTS                            8

          ITEM 2.  PLAN OF OPERATION                                       11

          ITEM 3.  CONTROLS AND PROCEDURES                                 23

PART II - OTHER INFORMATION

          ITEM 1.  LEGAL PROCEEDINGS                                       24

          ITEM 2.  UNREGISTERED SALES OF EQUITY
                   SECURITIES AND USE OF PROCEEDS                          24

          ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                         24

          ITEM 4.  SUBMISSION OF MATTERS TO A VOTE
                   OF SECURITY HOLDERS                                     25

          ITEM 5.  OTHER INFORMATION                                       25

          ITEM 6.  EXHIBITS                                                25

SIGNATURES                                                                 25


PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

                               Child, Sullivan & Company
           A PROFESSIONAL CORPORATION OF CERTIFIED PUBLIC ACCOUNTANTS
           1284 West Flint Meadow Drive, Suite D, Kaysville, UT 8403
                     Phone:  801-927-1337  Fax:  801-927-1344

              REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Andain, Inc.

We have reviewed the accompanying balance sheet of Andain, Inc.
as of September 30, 2005, and the related statements of
operations for the three and nine months ended September 30,
2005, and for the period of inception (July 23, 2004) to
September 30, 2004, and for the period of inception (July 23,
2004) to September 30, 2005, and the statement of stockholders'
deficit for the period of inception (July 23, 2004) to September
30, 2005, and the statements of cash flows for the nine months
ended September 30, 2005, and for the period of inception (July
23, 2004) to September 30, 2004, and for the period of inception
(July 23, 2004) to September 30, 2005.  All information included
in these financial statements is the representation of the
management of Andain, Inc.

We conducted our review in accordance with the standards of the
Public Company Accounting Oversight Board (United States). A
review consists principally of applying analytical procedures and
making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an
audit in accordance with the standards of the Public Company
Accounting Oversight Board, the objective of which is the
expression of an opinion regarding the financial statements taken
as a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material
modifications that should be made to the accompanying financial
statements in order for them to be in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.  As
discussed in Note 3 to the financial statements, the Company
has suffered net losses since inception and is still considered
a development stage company, as it has not yet obtained
revenues from its planned principle operations.  These factors
raise substantial doubt about the Company's ability to meet its
obligations and to continue as a going concern. Management's
plans in regard to these matters are also described in Note 3.
The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

/s/  Child, Sullivan & Company
Child, Sullivan & Company
Kaysville, Utah
November 7, 2005


                                   ANDAIN, INC.
                          (A Development Stage Company)
                                   BALANCE SHEET
                                  SEPTEMBER 30, 2005
                                     (Unaudited)


                                       ASSETS

Total assets                                                  $        -

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable                                                   2,585
Note payable - stockholder (Note 5)                               14,169

     Total current liabilities                                    16,754

Total liabilities                                                 16,754

Stockholders' deficit (Note 4):
   Preferred stock at $0.001 par value;
   authorized 10,000,000 shares;
no shares issued and outstanding                                       -

Common stock at $0.001 par value;
Authorized 500,000,000 shares;
2,010,000 shares issued and outstanding                            2,010

Deficit accumulated during development stage                     (18,764)

   Total stockholders' deficit                                   (16,754)

Total liabilities and stockholders' deficit                            -

See accompanying notes and review report of independent registered public
accounting firm


                                       ANDAIN, INC.
                               (A Development Stage Company)
                                 STATEMENTS OF OPERATIONS
                                        (Unaudited)



<TABLE>
<CAPTION>
                            For the Three          For the Nine        From Inception    From Inception
                            Months Ended           Months Ended        (July 23, 2004)   (July 23, 2004)
                                                                             To                 To
                         September 30, 2005    September 30, 2005    September 30, 2004  September 30, 2005
<S>                          <C>                   <C>                    <C>                 <C>
Revenue                      $        -            $         -            $       -           $        -

Expenses:
General, administrative,
organization, and related
expenses                          2,005                 11,494                    -               18,764

Net loss and deficit
accumulated
during development stage         (2,005)               (11,494)                   -              (18,764)

Basic and diluted loss per
share                             (0.00)                 (0.03)                   -

Weighted average number of
common
shares outstanding            1,018,696                412,198                    -
</TABLE>



See accompanying notes and review report of
independent registered public accounting firm


                                      ANDAIN, INC.
                            (A Development Stage Company)
                          STATEMENT OF STOCKHOLDERS' DEFICIT
            PERIOD OF JULY 23, 2004 (INCEPTION) TO SEPTEMBER 30, 2005
                                     (Unaudited)



<TABLE>
<CAPTION>
                                                                 Additional                   Total
                                 Common Stock   Subscriptions     Paid-in     Accumulated Stockholders'
                                Shares    Amount  Receivable      Capital       Deficit      Equity
<S>                             <C>       <C>      <C>            <C>           <C>         <C>
Inception (July 23, 2004)              -  $    -    $    -        $    -        $     -     $      -
Net loss                               -       -         -             -              -            -

Balance, September 30, 2004            -       -         -             -              -            -
Net loss                               -       -         -             -         (7,270)      (7,270)

Balance, December 31, 2004             -       -         -             -         (7,270)      (7,270)

Common stock subscribed                -       -      (100)            -              -         (100)
Common stock issued
  at $0.001 for cash             100,000     100         -             -              -          100
Common stock subscriptions
received                               -        -      100             -              -          100
Common stock issued
  at $0.001 for legal
services                          10,000       10        -             -              -           10
Net loss                                                                         (8,655)      (8,655)

Balance, March 31, 2005          110,000      110         -            -        (15,925)     (15,815)
Net loss                                                                           (834)        (834)

Balance, June 30, 2005           110,000      110          -           -        (16,759)     (16,649)
Common stock issued to reduce
  stockholder loan             1,900,000    1,900          -           -              -        1,900
Net loss                                                                         (2,005)      (2,005)

Balance, September 30, 2005    2,010,000    2,010          -           -         18,764)     (16,754)
</TABLE>



See accompanying notes and review report of
independent registered public accounting firm


                                        ANDAIN, INC.
                              (A Development Stage Company)
                                STATEMENTS OF CASH FLOWS
                                        (Unaudited)

                                           For the Nine        From Inception
                                            Months Ended       (July 23, 2004)
                                            September 30,      to September 30,
                                                2005           2004      2005

Operating activities:
  Net loss                                   $  (11,494)      $     - $(18,764)
  Changes in operating assets
     and liabilities:
Prepaid expenses                                    800             -        -
     Accounts payable                             2,585             -    2,585
     Shares issued for legal services                10             -       10

   Net cash used in operating activities         (8,099)            -  (16,169)

Investing activities:                                 -             -        -

Financing activities:
  Shares issued for cash                            100             -      100
  Net advances from stockholder                   7,999             -   16,069

   Net cash provided by financing activities      8,099             -   16,169

Increase in cash and cash equivalents                 -             -        -

Cash and cash equivalents,
   beginning of period                                -             -        -

Cash and cash equivalents, end of period              -             -        -

Supplemental schedule of cash flow activities:
   Cash paid for:
      Interest                                        -             -        -
      Income taxes                                    -             -        -

Noncash investing and financing activities:
 Stock issued to reduce stockholder loan          1,900             -    1,900


See accompanying notes and review report of
independent registered public accounting firm


                                       ANDAIN, INC.
                              (A Development Stage Company)
                              NOTES TO FINANCIAL STATEMENTS
                                    September 30, 2005
                                        (Unaudited)

NOTE 1 - PRESENTATION AND ORGANIZATION

The accompanying unaudited financial statements include the
accounts of Andain, Inc., a Nevada corporation ("Company").
These statements are condensed and, therefore, do not include all
disclosures normally required by accounting principles generally
accepted in the United States of America.  These statements
should be read in conjunction with the Company=s most recent
annual financial statements for the period of inception (July 23,
2004) to January 12, 2005 in a Form 10-SB/A filed with the U.S.
Securities and Exchange Commission.  In the opinion of
management, all adjustments necessary for a fair presentation
have been included in the accompanying condensed financial
statements and consist of only normal recurring adjustments.  The
results of operations presented in the accompanying condensed
financial statements for the period ended September 30, 2005 are
not necessarily indicative of the operating results that may be
expected for the full year ending December 31, 2005.

The Company was incorporated under the laws of the State of
Nevada on July 23, 2004 and has been inactive since inception.
The Company intends to serve as a vehicle to effect an asset
acquisition, merger, exchange of capital stock or other business
combination with a domestic or foreign business.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - Development Stage Company.

The Company has not earned any revenue from operations.
Accordingly, the Company's activities have been accounted for as
those of a "Development Stage Enterprise" as set forth in
Financial Accounting Standards Board ("FASB") Statement of
Financial Accounting Standards ("SFAS") No. 7.  Among the
disclosures required by SFAS No. 7, are that the Company's
financial statements be identified as those of a development
stage company, and that the statements of operations and cash
flows disclose activity since the date of the Company's inception.

Accounting Method and Interim Financial Reporting.

The Company's financial statements are prepared using the accrual
method of accounting.  The Company has elected a fiscal year
ending on December 31.  The Company's management has determined
that the accounting policies used to account for the interim
periods of the nine and three months ended September 30, 2005 are
in accordance with accounting principles generally accepted in
the United States of America, applied on a consistent basis.

Provision for Taxes.

At September 30, 2005, the Company had net operating loss
carryforwards of $18,764 that may be offset against future
federal taxable income through 2025.  No tax benefit has been
reported with respect to these net operating loss carryforwards
in the accompanying financial statements because the Company
believes that realization is not likely. Accordingly, the
potential tax benefits of the net loss carryforwards are fully
offset by a valuation allowance.

The income tax benefit for the nine months ended September 30,
2005 differs from the amount computed at the federal statutory
rates of approximately 35% as follows:

Income tax benefit at statutory rate            $    (4,022)
Valuation allowance                                   4,022

Total                                                     -

If substantial changes in the Company's ownership should occur,
there may be an annual limitation of the amount of net operating
loss carryforwards that may be utilized by the Company.

Cash Equivalents.

The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash equivalents.

Estimates.

The preparation of financial statements in accordance with
generally accepted accounting principles 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 revenues and expenses during the reporting
period.  Because of the use of estimates inherent in the
financial reporting process, actual results could differ
significantly from those estimates.

Basic Loss Per Common Share

Basic loss per common share has been calculated based on the
weighted average number of shares outstanding during the period.
There are no dilutive securities at September 30, 2005 for
purposes of computing fully diluted earnings per share.

NOTE 3 - GOING CONCERN

The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern that
contemplates the realization of assets and liquidation of
liabilities in the normal course of business.  The Company has
not established any source of revenue to cover its operating
costs.  The Company will engage in very limited activities
without incurring any liabilities that must be satisfied in cash
until a source of funding is secured.  The Company will offer
noncash consideration and seek equity lines as a means of
financing its operations.  If the Company is unable to obtain
revenue producing contracts or financing or if the revenue or
financing it does obtain is insufficient to cover any operating
losses it may incur, it may substantially curtail or terminate
its operations or seek other business opportunities through
strategic alliances, acquisitions or other arrangements that may
dilute the interests of existing stockholders.

NOTE 4 - STOCKHOLDERS' DEFICIT

On December 10, 2004, the Board of Directors resolved to issue
110,000 shares of common stock at $0.001 per share to the
founders of the Company.   The shares were issued on January 10,
2005 in exchange for $100 in cash and $10 of legal services.

On August 17, 2005, the Company issued 1,900,000 shares of common
stock at $0.001 per share to its majority stockholder for total
value of $1,900 to reduce reimbursements payable to the majority
stockholder (see Note 5).

Common Stock.

The holders of the Company's common stock:

     - have equal ratable rights to dividends from funds legally
       available for payment of dividends when, and if declared by
       the board of directors;

     - are entitled to share ratably in all of the assets available
       for distribution to holders of common stock upon
       liquidation, dissolution or winding up of our affairs;

     - do not have preemptive, subscription or conversion rights,
       or redemption or access to any sinking fund; and

     - are entitled to one non-cumulative vote per share on all
       matters submitted to stockholders for a vote at any meeting
       of stockholders.

The Company has authorized, but not issued, 10,000,000 shares of
preferred stock, par value $0.001 per share.  The board of
directors has the authority to establish and fix the designation,
powers, or preferences of preferred shares without further vote
by the stockholders.

NOTE 5 - RELATED PARTY TRANSACTIONS

The Company relies on its majority stockholder for payment of its
expenses during its development stage.  Since inception, this
stockholder had accumulated reimbursements totaling $16,069.  The
advances are non-interest bearing and due on demand.  Interest
has not been imputed due to its immaterial impact on the
financial statements.  On August 17, 2005, the Company issued
common stock valued at $1,900 to this stockholder (see Note 4),
reducing the amount owed at September 30, 2005 to $14,169.    Of
the expenses, $10,020 was for legal fees incurred with the
Company's attorney, who is a minority stockholder of the Company.

ITEM 2. PLAN OF OPERATION.

     The following plan of operation is based upon, and should be
read in conjunction with, its financial statements and related
notes included elsewhere in this Form 10-QSB, which have been
prepared in accordance with accounting principles generally
accepted in the United States.

     The Company's purpose is to seek, investigate and, if such
investigation warrants, merge or acquire an interest in business
opportunities presented to it by persons or companies who or
which desire to seek the perceived advantages of a Securities
Exchange Act of 1934 ("Exchange Act") registered corporation.  As
of the date of this registration statement, the Company has no
particular acquisitions in mind and has not entered into any
negotiations regarding such an acquisition, and neither the
Company's officer and director nor any promoter and affiliate has
engaged in any negotiations with any representatives of the
owners of any business or company regarding the possibility of a
merger or acquisition between the Company and such other company.

Management.

     The Company is in the development stage and currently
has no full-time employees.  Sam Shlomo Elimelech and Gai Mar-
Chaim are the Company's only officers and directors.  The
officers and directors have agreed to allocate a portion of their
time to the activities of the Company after the effective date of
the registration statement without compensation.  Potential
conflicts may arise with respect to the limited time commitment
by these individuals and the potential demands of the Company's
activities.

     The amount of time spent by the officers and directors
on the activities of the Company is not predictable.  Such time
may vary widely from an extensive amount when reviewing a target
company to an essentially quiet time when activities of
management focus elsewhere, or some amount in between.  It is
impossible to predict with any precision the exact amount of time
these individuals will actually be required to spend to locate a
suitable target company.  The officers and directors estimate
that the business plan of the Company can be implemented by
devoting approximately 10 to 25 hours per month over the course
of several months but such figure cannot be stated with precision.

Search for Business Opportunities.

     The Company's search will be directed toward small and
medium-sized enterprises, which have a desire to become reporting
corporations and which are able to provide audited financial
statements.  The Company does not propose to restrict its search
for investment opportunities to any particular geographical area
or industry, and may, therefore, engage in essentially any
business, to the extent of its limited resources.  This includes
industries such as service, manufacturing, high technology,
product development, medical, communications and others.  The
Company's discretion in the selection of business opportunities
is unrestricted, subject to the availability of such
opportunities, economic conditions, and other factors.  No
assurance can be given that the Company will be successful in
finding or acquiring a desirable business opportunity, and no
assurance can be given that any acquisition, which does occur,
will be on terms that are favorable to the Company or its current
stockholders.  Business opportunities may come to the Company's
attention from various sources, including professional advisers
such as attorneys and accountants, venture capitalists, members
of the financial community, and others who may present
unsolicited proposals.  The Company does not intend to pay any
finder's fee in connection with any such transaction.

     The Company may merge with a company that has retained one
or more consultants or outside advisors.  In that situation, the
Company expects that the business opportunity will compensate the
consultant or outside advisor.  As of the date of this filing,
there have been no discussions, agreements or understandings with
any representatives of the owners of any business or company
regarding the possibility of a merger or acquisition between the
Company and such other company.  Consequently, the Company is
unable to predict how the amount of such compensation be
calculated at this time.  The officers and directors of the
Company will not receive any such compensation from the target company.

     The Company will not restrict its search to any specific
kind of firm, but may acquire a venture which is in its
preliminary or development stage, one which is already in
operation, or in a more mature stage of its corporate existence.
The acquired business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other
perceived advantages which the Company may offer.  However, the
Company does not intend to obtain funds to finance the operation
of any acquired business opportunity until such time as the
Company has successfully consummated the merger or acquisition
transaction.  There are no loan arrangements or arrangements for
any financing whatsoever relating to any business opportunities.
Management intends to seek such businesses in the international
marketplace.

Evaluation of Business Opportunities.

     The analysis of business opportunities will be under
the supervision of the Company's officers and directors.  In
analyzing prospective business opportunities, management will
consider such matters as available technical, financial and
managerial resources; working capital and other financial
requirements; history of operations, if any; prospects for the
future; nature of present and expected competition; the quality
and experience of management services which may be available and
the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now
foreseeable, but which then may be anticipated to impact the
proposed activities of the Company; the potential for growth or
expansion; the potential for profit; the perceived public
recognition or acceptance of products, services, or trades; name
identification; and other relevant factors.  In many instances,
it is anticipated that the historical operations of a specific
business opportunity may not necessarily be indicative of the
potential for the future because of a variety of factors,
including, but not limited to, the possible need to expand
substantially, shift marketing approaches, change product
emphasis, change or substantially augment management, raise
capital and the like.

     Management intends to meet personally with management
and key personnel of the target business entity as part of its
investigation.  To the extent possible, the Company intends to
utilize written reports and personal investigation to evaluate
the above factors.

     Prior to making a decision to participate in a business
opportunity, the Company will generally request that it be
provided with written materials regarding the business
opportunity containing as much relevant information as possible,
including, but not limited to, such items as a description of
products, services and company history; management resumes;
financial information; available projections, with related
assumptions upon which they are based; an explanation of
proprietary products and services; evidence of existing patents,
trademarks, or service marks, or rights thereto; present and
proposed forms of compensation to management; a description of
transactions between such company and its affiliates during the
relevant periods; a description of present and required
facilities; an analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements;
audited financial statements, or if they are not available at
that time, unaudited financial statements, together with
reasonable assurance that audited financial statements would be
able to be produced within a required period of time; and the like.

     The Company became subject to the reporting requirements of
the Exchange Act sixty days after filing the initial registration
statement on Form 10-SB (May 23, 2005).  Under the Exchange Act,
any merger or acquisition candidate will become subject to the
same reporting requirements of the Exchange Act as the Company
following consummation of any merger or acquisition.  Thus, in
the event the Company successfully completes the acquisition of
or merger with an operating business entity, that business entity
must provide audited financial statements for at least the two
most recent fiscal years or, in the event the business entity has
been in business for less than two years, audited financial
statements will be required from the period of inception.
Acquisition candidates that do not have or are unable to obtain
the required audited statements may not be considered appropriate
for acquisition.  The Company will not acquire or merge with any
entity that cannot provide audited financial statements at or
within a required period of time after closing of the proposed
transaction.  The audited financial statements of the acquired
company must be furnished within 64 days following the effective
date of a business combination.

     When a non-reporting company becomes the successor of a
reporting company by merger, consolidation, exchange of
securities, and acquisition of assets or otherwise, the successor
company is required to provide in a Form 8-K12g-3 current report
the same kind of information that would appear in a registration
statement, including audited and pro forma financial statements.
The Securities and Exchange Commission ("SEC") treats these Form
8-K12g-3 filings in the same way it treats the registration
statements on Form 10-SB filings.  The SEC subjects them to its
standards of review selection, and the SEC may issue substantive
comments on the sufficiency of the disclosures represented.  If
the Company enters into a business combination with a non-
reporting company, such non-reporting company will not receive
reporting status until the SEC has determined that it will not
review the 8-K12g-3 filing or all of the comments have been
cleared by the SEC.

     Management believes that various types of potential
merger or acquisition candidates might find a business
combination with the Company to be attractive.  These include
acquisition candidates desiring to create a public market for
their shares in order to enhance liquidity for current
stockholders, acquisition candidates which have long-term plans
for raising capital through public sale of securities and believe
that the possible prior existence of a public market for their
securities would be beneficial, and acquisition candidates which
plan to acquire additional assets through issuance of securities
rather than for cash, and believe that the possibility of
development of a public market for their securities will be of
assistance in that process.  Acquisition candidates, who have a
need for an immediate cash infusion, are not likely to find a
potential business combination with the Company to be an
attractive alternative.  Nevertheless, the Company has not
conducted market research and is not aware of statistical data
that would support the perceived benefits of a merger or
acquisition transaction for the owners of a business opportunity.

     The Company is unable to predict when it may
participate in a business opportunity.  It expects, however, that
the analysis of specific proposals and the selection of a
business opportunity may take several months or more.  There can
also be no assurances that we are able to successfully pursue a
business opportunity.  In that event, there is a substantial risk
to the Company that failure to complete a business combination
will significantly restrict its business operation and force
management to cease operations and liquidate the Company.

Acquisition of a Business Opportunity.

     In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or licensing
agreement with another entity.  It may also acquire stock or
assets of an existing business.  In connection with a merger or
acquisition, it is highly likely that an amount of stock
constituting control of the Company would either be issued by the
Company or be purchased from the current principal stockholder of
the Company by the acquiring entity or its affiliates, and
accordingly, the stockholders of the target company, typically,
become the majority of the stockholders of the combined company,
the board of directors and officers of the target company become
the new board and officers of the combined company and often the
name of the target company becomes the name of the combined
company.  There are currently no arrangements that would result
in a change of control of the Company.

     It is anticipated that any securities issued as a
result of consummation of a business combination will be issued
in reliance upon one or more exemptions from registration under
applicable federal and state securities laws to the extent that
such exemptions are available.  In some circumstances, however,
as a negotiated element of its transaction, the Company may agree
to register all or a part of such securities immediately after
the transaction is consummated or at specified times thereafter.
If such registration occurs, of which there can be no assurance,
it will be undertaken by the surviving entity after the Company
has entered into an agreement for a business combination or has
consummated a business combination and the Company is no longer
considered a blank check company.  Until such time as this
occurs, the Company will not attempt to register any additional
securities.  The issuance of substantial additional securities
and their potential sale into any trading market may have a
depressive effect on the market value of the Company's securities
in the future if such a market develops, of which there is no
assurance.  There have been no plans, proposals, arrangements or
understandings with respect to the sale or issuance of additional
securities.

     While the actual terms of a transaction to which the Company
may be a party cannot be predicted, it may be expected that the
parties to the business transaction will find it desirable to
avoid the creation of a taxable event and thereby structure the
acquisition in a "tax-free" reorganization under Sections 351 or
368 of the Internal Revenue Code of 1986, as amended.  In order
to obtain tax-free treatment, it may be necessary for the owners
of the surviving entity to own 80% or more of the voting stock of
the surviving entity.  In this event, the stockholders of the
Company would retain less than 20% of the issued and outstanding
shares of the surviving entity, which could result in significant
dilution in the equity of such stockholders.  However, treatment
as a tax-free reorganization will not be a condition of any
future business combination and if it is not the case, the
Company will not obtain an opinion of counsel that the
reorganization will be tax-free.

     With respect to any merger or acquisition, negotiations
with target company management are expected to focus on the
percentage of the Company that the target company stockholders
would acquire in exchange for all of their shareholdings in the
target company.  Depending upon, among other things, the target
company's assets and liabilities, the Company's major stockholder
will in all likelihood hold a substantially lesser percentage
ownership interest in the Company following any merger or
acquisition.  The percentage ownership may be subject to
significant reduction in the event the Company acquires a target
company with substantial assets.  Any merger or acquisition
effected by the Company can be expected to have a significant
dilutive effect on the percentage of shares held by the Company's
majority stockholder at such time.

     The Company will participate in a business opportunity only
after the negotiation and execution of appropriate agreements.
Although the terms of such agreements cannot be predicted,
generally such agreements will require certain representations
and warranties of the parties thereto, will specify certain
events of default, will detail the terms of closing and the
conditions which must be satisfied by the parties prior to and
after such closing, outline the manner of bearing costs,
including costs associated with the Company's attorneys and
accountants, and will include miscellaneous other terms.

     It is anticipated that the Company will not be able to
diversify, but will essentially be limited to the acquisition of
one business opportunity because of the Company's current lack of
financing.  This lack of diversification will not permit the
Company to offset potential losses from one business opportunity
against profits from another, and should be considered an adverse
factor affecting any decision to purchase the Company's securities.

     There are no present plans, proposals, arrangements or
understandings to offer the shares of the post-merger companies
to third parties if any mergers occur, and there is not a
marketing plan to distribute the shares of the post-merger
companies to third parties.  The officers and directors of the
Company have not had any preliminarily contact, agreements or
understandings with anyone to help sell these shares.

     The Company intends to carry out its business plan as
discussed herein.  In order to do so, the Company needs to pay
ongoing expenses, including particularly legal and accounting
fees incurred in conjunction with the preparation and filing of
its registration statement, and in conjunction with future
compliance with its on-going reporting obligations.  Because the
Company has no capital with which to pay these anticipated
expenses, the officers and directors of the Company have agreed
that they will, on behalf of the Company, pay all expenses of the
Company as they may be incurred with their funds.  Such payments
will be made without expectation of repayment unless the owners
of the business which the Company acquires or merges with agree
to repay all or a portion of such expenses.  There is no minimum
or maximum amount the officers and directors will pay on behalf
of the Company.  The officers and directors have agreed to
continue to pay those expenses until the Company completes a
business combination.  Should the officers and directors fail to
pay such expenses, the Company has not identified any alternative
sources, there is substantial doubt about the Company's ability
to continue as a going concern.  The Company currently does not
intend to raise funds, either debt or equity, from investors
while the Company is a blank check company, and the Company will
not borrow any funds to make any payments to the Company's
promoter, management or his affiliates or associates.

     The Company does not intend to make any loans to any
prospective merger or acquisition candidates or unaffiliated
third parties.

Investment Company Act of 1940.

     Although the Company is subject to regulation under the
Exchange Act, management believes the Company will not be subject
to regulation under the Investment Company Act of 1940, insofar
as the Company will not be primarily engaged in the business of
investing or trading in securities.  In the event the Company
engages in a business combination that results in the Company
holding passive investment interests in a number of entities, the
Company could be subject to regulation under the Investment
Company Act of 1940.  In such event, the Company would be
required to register as an investment company and could be
expected to incur significant registration and compliance costs.
The Company has obtained no formal determination from the SEC as
to the status of the Company under the Investment Company Act of
1940 and, consequently, any violation of such Act would subject
the Company to material adverse consequences.

     As the controlling stockholder of the Company, Pangea
Investments may participate in a business opportunity by
purchasing, holding or selling the securities of such business.
Pangea Investments does not, however, intend to engage primarily
in such activities.  Specifically, Pangea Investments intends to
conduct its activities so as to avoid being classified as an
"investment company" under the Investment Company Act of 1940, as
amended, and therefore to avoid application of the costly and
restrictive registration and other provisions of the Investment
Company Act, and the regulations promulgated thereunder.

     Section 3(a) of the Investment Company Act contains the
definition of an "investment company," excluding any entity that
does not engage primarily in the business of investing,
reinvesting or trading in securities, or that does not engage in
the business of investing, owning, holding or trading "investment
securities" (defined as "all securities other than government
securities or securities of majority-owned subsidiaries") the
value of which exceeds 40% of the value of its total assets
(exclusive of government securities and cash items).  Management
of the Company believes that it is not deemed to be an investment
company insofar as the Company will not be primarily engaged in
the business of investing or trading in securities.

Risk Factors Connected with Plan of Operation.

(a)  Limited Prior Operations May Affect Ability of Company to
Survive.

     The Company has had very limited prior operations to date
and has no record of revenue-producing operations.
Consequently, there is only a limited operating history upon
which to base an assumption that the Company will be able to
achieve its business plans.  In addition, the Company has only
limited assets.  As a result, there can be no assurance that the
Company will generate significant revenues in the future; and
there can be no assurance that the Company will operate at a
profitable level.  If the Company is unable to obtain or acquire
a business and generate sufficient revenues so that it can
profitably operate, the Company's business plan will not
succeed.  Accordingly, the Company's prospects must be
considered in light of the risks, expenses and difficulties
frequently encountered in connection with the establishment of a
new business.

     The Company incurred a net loss of $7,270 for the period
from inception (July 23, 2004) through January 12, 2005, a net
loss of $11,494 for the nine months ended September 30, 2005,
and a net loss of $18,764 from inception (July 23, 2004) to
September 30, 2005.  As of September 30, 2005, the Company has
an accumulated deficit of $18,764.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.

(b)  There is no Agreement for a Business Combination and No
Minimum Requirements for a Business Combination.

     The Company has no current arrangement, agreement or
understanding with respect to engaging in a business combination
with a specific entity.  There can be no assurance that the
Company will be successful in identifying and evaluating suitable
business opportunities or in concluding a business combination.
No particular industry or specific business within an industry
has been selected for a target company.  The Company has not
established a specific length of operating history or a specified
level of earnings, assets, net worth or other criteria that it
will require a target company to have achieved, or without which
the Company would not consider a business combination with such
business entity.  Accordingly, the Company may enter into a
business combination with a business entity having no significant
operating history, losses, limited or no potential for immediate
earnings, limited assets, negative net worth or other negative
characteristics.  There is no assurance that the Company will be
able to negotiate a business combination on terms favorable to
the Company.

(c)  There is a Scarcity of and Competition for Business
Opportunities and Combinations.

     The Company is and will continue to be an insignificant
participant in the business of seeking mergers with and
acquisitions of business entities.  A large number of established
and well-financed entities, including venture capital firms, are
active in mergers and acquisitions of companies that may be
merger or acquisition target candidates for the Company.  Nearly
all such entities have significantly greater financial resources,
technical expertise and managerial capabilities than the Company
and, consequently, the Company will be at a competitive
disadvantage in identifying possible business opportunities and
successfully completing a business combination.  Moreover, the
Company will also compete in seeking merger or acquisition
candidates with other public "blank check" companies, some of
which may also have funds available for use by an acquisition
candidate.

(d)  No Assurance of Funding Even if There is a Business
Combination.

     There is no guarantee that funding sources, or any others,
will be available in the future, or that they will be available
on favorable terms.  In addition, this funding amount may not be
adequate for the Company to fully implement its business plan.
Thus, the ability of the Company to continue as a going concern
is dependent on additional sources of capital and the success of
the Company's business plan.  Regardless of whether the Company's
cash assets prove to be inadequate to meet the Company's
operational needs, the Company might seek to compensate providers
of services by issuance of stock in lieu of cash.

     If funding is insufficient at any time in the future, the
Company may not be able to take advantage of business
opportunities or respond to competitive pressures, or may be
required to reduce the scope of its planned product development
and marketing efforts, any of which could have a negative impact
on its business and operating results.  In addition, insufficient
funding may have a material adverse effect on the Company's
financial condition, which could require the Company to:

     - curtail operations significantly;

     - sell assets;

     - seek arrangements with strategic partners or other parties
       that may require the Company to relinquish significant
       rights to products, technologies or markets; or

     - explore other strategic alternatives including a merger or
       sale of the Company.

     To the extent that the Company raises additional capital
through the sale of equity or convertible debt securities, the
issuance of such securities may result in dilution to existing
stockholders.  If additional funds are raised through the
issuance of debt securities, these securities may have rights,
preferences and privileges senior to holders of common stock and
the terms of such debt could impose restrictions on the Company's
operations.  Regardless of whether the Company's access to
financing proves to be inadequate to meet the Company's
operational needs, the Company may seek to compensate providers
of services by issuance of stock in lieu of cash, which may also
result in dilution to existing stockholders.

(e)  Reporting Requirements May Delay or Preclude Acquisition.

     Pursuant to the requirements of Section 13 of the Exchange
Act, the Company is required to provide certain information about
significant acquisitions including audited financial statements
of the acquired company.  These audited financial statements must
be furnished within 64 days following the effective date of a
business combination.  Obtaining audited financial statements is
the economic responsibility of the target company.  The
additional time and costs that may be incurred by some potential
target companies to prepare such financial statements may
significantly delay or essentially preclude consummation of an
otherwise desirable acquisition by the Company.  Acquisition
prospects that do not have or are unable to obtain the required
audited statements may not be appropriate for acquisition so long
as the reporting requirements of the Exchange Act are applicable.
Notwithstanding a target company's agreement to obtain audited
financial statements within the required time frame, such audited
financials may not be available to the Company at the time of
effecting a business combination.  In cases where audited
financials are unavailable, the Company will have to rely upon
unaudited information that has not been verified by outside
auditors in making its decision to engage in a transaction with
the business entity.  This risk increases the prospect that a
business combination with such a business entity might prove to
be an unfavorable one for the Company.

(f)  Regulation Under Investment Company Act.

     In the event the Company engages in business combinations
that result in the Company holding passive investment interests
in a number of entities, the Company could be subject to
regulation under the Investment Company Act of 1940.  In such
event, the Company would be required to register as an investment
company and could be expected to incur significant registration
and compliance costs.  The Company has obtained no formal
determination from the SEC as to the status of the Company under
the Investment Company Act of 1940 and, consequently, any
violation of such Act could subject the Company to material
adverse consequences.

(g)  Probable Change in Control and Management.

     In conjunction with completion of a business acquisition, it
is anticipated that the Company will issue an amount of the
Company's authorized but unissued common stock that represents
the greater majority of the voting power and equity of the
Company, which will, in all likelihood, result in stockholders of
a target company obtaining a controlling interest in the Company.
As a condition of the business combination agreement, the current
majority stockholder of the Company may agree to sell or transfer
all or a portion of the Company's common stock he owns so to
provide the target company with  majority control.  The resulting
change in control of the Company will likely result in removal of
the present officers and directors of the Company and a
corresponding reduction in or elimination of their participation
in the future affairs of the Company.

(h)  Possible Dilution of Value of Shares Upon a Business
Combination.

     A business combination normally will involve the issuance of
a significant number of additional shares. Depending upon the
value of the assets acquired in such business combination, the
per share value of the Company's common stock may increase or
decrease, perhaps significantly.

(i)  Independent Auditors Have Expressed Substantial Doubt about
the Company's Ability to Continue as a Going Concern.

     In its audit report dated January 23, 2005, the Company's
independent auditor stated that the financial statements for the
period ended January 12, 2005 were prepared assuming that the
Company would continue as a going concern.  The Company's ability
to continue as a going concern is an issue raised as a result of
cash flow constraint, an accumulated deficit, and recurring
losses from operations.  The Company continues to experience net
losses.  The Company's ability to continue as a going concern is
subject to the ability to execute a business combination and
thereafter to generate a profit and/or obtain necessary funding
from outside sources, including obtaining additional funding from
the sale of the Company's securities, increasing sales or
obtaining loans from various financial institutions where
possible.  The continued net losses and stockholders' deficit
increases the difficulty in meeting such goals and there can be
no assurances that such methods will prove successful.

(j)  Control by Majority Stockholder, and Officers and Directors,
Over Affairs of the Company May Override Wishes of Other
Stockholders.

     The majority stockholder of the Company owns common stock
equal to approximately 99% of the outstanding shares of the
Company's common stock.  As a result, this stockholder has the
ability to exercise significant influence over all matters
requiring stockholder approval.  In addition, all decisions with
respect to the management of the Company will be made exclusively
by the officers and directors of the Company.  Investors will
only have rights associated with stockholders to make decisions
that affect the Company.  Accordingly, it could be difficult for
the investors hereunder to effectuate control over the affairs of
the Company.

     Therefore, the success of the Company, to a large extent,
will depend on the quality of the directors and officers of the
Company.  Accordingly, no person should invest in the Company
unless he is willing to entrust all aspects of the management of
the Company to its officers and directors.

(k)  Loss of Any of Current Management Could Have Adverse Impact
on Business and Prospects for Company.

     The Company's success may be dependent upon the hiring of
qualified administrative personnel.  None of the Company's
officers and directors has an employment agreement with the
Company.  Should any of these individuals cease to be affiliated
with the Company for any reason before qualified replacements
could be found, there could be material adverse effects on the
Company's business and prospects in that replacement personnel
may not understand the proposed business of the Company.  Also,
the Company does not carry any key person insurance on any of the
officers and directors of the Company.

(l)  Potential Conflicts of Interest May Affect Ability of
Officers and Directors to Make Decisions in the Best Interests of
Company.

     The officers and directors have other interests to which
they devote time, either individually or through partnerships and
corporations in which they have an interest, hold an office, or
serve on boards of directors, and each will continue to do so
notwithstanding the fact that management time may be necessary to
the business of the Company.  As a result, certain conflicts of
interest may exist between the Company and its officers and/or
directors that may not be susceptible to resolution.

     In addition, conflicts of interest may arise in the area of
corporate opportunities that cannot be resolved through arm's
length negotiations.  All of the potential conflicts of interest
will be resolved only through exercise by the directors of such
judgment as is consistent with their fiduciary duties to the
Company.  It is the intention of management, so as to minimize
any potential conflicts of interest, to present first to the
board of directors of the Company any proposed transaction for
its evaluation.

(m)  Limitations on Liability, and Indemnification, of Directors
and Officers May Result in Expenditures by Company.

     The Company's articles of incorporation include provisions
to eliminate, to the fullest extent permitted by the Nevada
Revised Statutes as in effect from time to time, the personal
liability of directors of the Company for monetary damages
arising from a breach of their fiduciary duties as directors.
The bylaws of the Company also include provisions to the effect
that the Company may indemnify any director, officer, or
employee.  Any limitation on the liability of any director, or
indemnification of directors, officer, or employees, could result
in substantial expenditures being made by the Company in covering
any liability of such persons or in indemnifying them.

(n)  Absence of Cash Dividends May Affect Investment Value of
Company's Stock.

     The Board of Directors does not anticipate paying cash
dividends on the common stock for the foreseeable future and
intends to retain any future earnings to finance the growth of
the Company's business. Payment of dividends, if any, will
depend, among other factors, on earnings, capital requirements
and the general operating and financial conditions of the Company
as well as legal limitations on the payment of dividends out of
paid-in capital.

(o)  No Cumulative Voting May Affect Ability of Some Stockholders
to Influence Management of Company.

     Holders of the shares of common stock of the Company are not
entitled to accumulate their votes for the election of directors
or otherwise.  Accordingly, the holders of a majority of the
shares present at a meeting of stockholders will be able to elect
all of the directors of the Company, and the minority
stockholders will not be able to elect a representative to the
Company's board of directors.

(p)  No Assurance of Public Trading Market and Risk of Low Priced
Securities May Affect Market Value of Company's Stock.

     The SEC has adopted a number of rules to regulate "penny
stocks."  Such rules include Rule 3a51-1 and Rules 15g-1 through
15g-9 under the Securities Exchange Act of 1934, as amended.
Because the securities of the Company may constitute "penny
stocks" within the meaning of the rules (as any equity security
that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, largely traded in
the Over the Counter Bulletin Board or the Pink Sheets), the
rules would apply to the Company and to its securities.

     The SEC has adopted Rule 15g-9 which established sales
practice requirements for certain low price securities.  Unless
the transaction is exempt, it shall be unlawful for a broker or
dealer to sell a penny stock to, or to effect the purchase of a
penny stock by, any person unless prior to the transaction: (i)
the broker or dealer has approved the person's account for
transactions in penny stock pursuant to this rule and (ii) the
broker or dealer has received from the person a written agreement
to the transaction setting forth the identity and quantity of the
penny stock to be purchased.  In order to approve a person's
account for transactions in penny stock, the broker or dealer
must: (a) obtain from the person information concerning the
person's financial situation, investment experience, and
investment objectives; (b) reasonably determine that transactions
in penny stock are suitable for that person, and that the person
has sufficient knowledge and experience in financial matters that
the person reasonably may be expected to be capable of evaluating
the risks of transactions in penny stock; (c) deliver to the
person a written statement setting forth the basis on which the
broker or dealer made the determination (i) stating in a
highlighted format that it is unlawful for the broker or dealer
to affect a transaction in penny stock unless the broker or
dealer has received, prior to the transaction, a written
agreement to the transaction from the person; and (ii) stating in
a highlighted format immediately preceding the customer signature
line that (iii) the broker or dealer is required to provide the
person with the written statement; and (iv) the person should not
sign and return the written statement to the broker or dealer if
it does not accurately reflect the person's financial situation,
investment experience, and investment objectives; and (d) receive
from the person a manually signed and dated copy of the written
statement.  It is also required that disclosure be made as to the
risks of investing in penny stock and the commissions payable to
the broker-dealer, as well as current price quotations and the
remedies and rights available in cases of fraud in penny stock
transactions.  Statements, on a monthly basis, must be sent to
the investor listing recent prices for the Penny Stock and
information on the limited market.

     There has been no public market for the common stock of the
Company.  The Company intends to have a market maker file an
application on behalf of the Company with the Over the Counter
Bulletin Board in order to make a market in the Company's common
stock.  However, until this happens, if the market maker is
successful with such application, and even thereafter, an
investor may find it difficult to dispose of, or to obtain
accurate quotations as to the market value of the Company's
securities.  The regulations governing penny stocks, as set forth
above, sometimes limit the ability of broker-dealers to sell the
Company's common stock and thus, ultimately, the ability of the
investors to sell their securities in the secondary market.

     Potential stockholders of the Company should also be aware
that, according to SEC Release No. 34-29093, the market for penny
stocks has suffered in recent years from patterns of fraud and
abuse.  Such patterns include (i) control of the market for the
security by one or a few broker-dealers that are often related to
the promoter or issuer; (ii) manipulation of prices through
prearranged matching of purchases and sales and false and
misleading press releases; (iii) "boiler room" practices
involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (iv) excessive and
undisclosed bid-ask differential and markups by selling broker-
dealers; and (v) the wholesale dumping of the same securities by
promoters and broker dealers after prices have been manipulated
to a desired level, along with the resulting inevitable collapse
of those prices and with consequent investor losses.

(q)  Failure to Maintain Market Makers May Affect Value of
Company's Stock.

     If the Company attains listing on the Over the Counter
Bulletin Board and thereafter is unable to maintain a National
Association of Securities Dealers, Inc. member broker/dealers as
market makers, the liquidity of the common stock could be
impaired, not only in the number of shares of common stock which
could be bought and sold, but also through possible delays in the
timing of transactions, and lower prices for the common stock
than might otherwise prevail.  Furthermore, the lack of  market
makers could result in persons being unable to buy or sell shares
of the common stock on any secondary market.  There can be no
assurance the Company will be able to maintain such market makers.

(r)  Shares Eligible For Future Sale.

     All of the outstanding shares of common stock of the Company
have been issued in reliance on the private placement exemption
under the Securities Act of 1933.  Such shares will not be
available for sale in the open market without separate
registration.  If a substantial number of the shares owned by
these stockholders were sold pursuant to a registered offering,
the market price of the common stock at that time could be
adversely affected.

Forward Looking Statements.

     This Form 10-QSB contains "forward-looking statements"
within the meaning of Rule 175 of the Securities Act of 1933, as
amended, and Rule 3b-6 of the Securities Exchange Act of 1934, as
amended.  The words "believe," "expect," "anticipate," "intends,"
"forecast," "project," and similar expressions identify forward-
looking statements.  These are statements that relate to future
periods and include, but are not limited to, statements as to the
Company's estimates as to the adequacy of its capital resources,
its need and ability to obtain additional financing, and its
critical accounting policies.  Forward-looking statements are
subject to certain risks and uncertainties that could cause
actual results to differ materially from those projected.  These
forward-looking statements speak only as of the date hereof.  The
Company expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in its
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.

ITEM 3.  CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

     The Company maintains disclosure controls and procedures (as
defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange
Act) that are designed to ensure that information required to be
disclosed in its periodic reports filed under the Exchange Act is
recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to our management,
including our principal executive officer and our principal
financial officer, to allow timely decisions regarding required
disclosure.

     As of the end of the period covered by this report, the
Company's management carried out an evaluation, under the
supervision and with the participation of our principal executive
officer and our principal financial officer, of our disclosure
controls and procedures (as defined in Rule 13a-15(e) and Rule
15d-15(e) of the Exchange Act).  Based upon the evaluation, our
principal executive officer and our principal financial officer
concluded that the Company's disclosure controls and procedures
were effective at a reasonable assurance level to ensure that
information required to be disclosed by us in the reports that
the Company files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods
specified in the SEC's rules and forms.  In addition, our
principal executive officer and our principal financial officer
concluded that the Company's disclosure controls and procedures
were effective at a reasonable assurance level to ensure that
information required to be disclosed in the reports that the
Company files or submits under the Exchange Act is accumulated
and communicated to the Company's management, including its
principal executive officer and our principal financial officer,
to allow timely decisions regarding required disclosure.

     Because of the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, will be or have
been detected.  These inherent limitations include the realities
that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts
of some persons, by collusion of two or more people, and/or by
management override of the control.  The design of any system of
controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that
any design will succeed in achieving its stated goals under all
potential future conditions; over time, controls may become
inadequate because of changes in conditions, and/or the degree of
compliance with the policies and procedures may deteriorate.
Because of the inherent limitations in a cost-effective internal
control system, misstatements due to error or fraud may occur and
not be detected.

Changes in Disclosure Controls and Procedures.

     There were no changes in the Company's disclosure controls
and procedures, or in factors that could significantly affect
those controls and procedures, since their most recent
evaluation.

PART II B OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

     None.

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

     During the quarter ended on September 30, 2005, all sales of
unregistered (restricted) securities have previously been
reported in a Form 8-K.  There have been no purchases of common
stock of the Company by the Company or its affiliates during the
three months ended September 30, 2005.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

     Not Applicable.

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

     None.

ITEM 5.  OTHER INFORMATION.

     None.

ITEM 6.  EXHIBITS.

     Exhibits included or incorporated by reference herein are
set forth in the attached Exhibit Index.

                                 SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                       Andain, Inc.


Dated: November 14, 2005               By: /s/  Sam Shlomo Elimelech
                                       Sam Shlomo Elimelech, President


Dated: November 14, 2005               /s/ Gai Mar-Chaim
                                       Gai Mar-Chaim,
                                       Secretary/Treasurer
                                       (principal financial officer)

                                  EXHIBIT INDEX

Number           Description

3.1      Articles of Incorporation, dated July 14, 2004
         (incorporated by reference to Exhibit 3.1 of the Form
         10-SB/A filed on July 6, 2005).

3.2      Bylaws, dated August 1, 2004 (incorporated by reference
         to Exhibit 3.2 of the Form 10-SB/A filed on July 6, 2005).

31.1     Rule 13a-14(a)/15d-14(a) Certification of Sam Shlomo
         Elimelech (filed herewith).

31.2     Rule 13a-14(a)/15d-14(a) Certification of Gai Mar-Chaim
         (filed herewith).

32       Section 1350 Certification of Sam Shlomo Elimelech and
         Gai Mar-Chaim (filed herewith).