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  JUNE 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.)

350 South Center Street, Suite 500, Reno, Nevada           89501
   (Address of Principal Executive Offices)               (Zip Code)

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


    (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         .

     As of July 31, 2005, the Company had 110,000 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 JUNE 30, 2005                         4

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

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

             STATEMENTS OF CASH FLOWS FOR THE SIX
             MONTHS ENDED JUNE 30, 2005 AND FOR THE
             PERIOD FROM INCEPTION (JULY 23, 2004) TO JUNE 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
June 30, 2005, and the related statements of operations for the three
and six month then ended and for the period of inception (July 23,
2004) to June 30, 2005, and stockholders' deficit and cash flows for
the six months then ended and for the period of inception (July 23,
2004) to June 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.


/s/  Child, Sullivan & Company
Child, Sullivan & Company
Kaysville, Utah
August 10, 2005


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


                                      ASSETS

Total assets                                                     $      -

                    LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
Accounts payable                                                    2,085
Note payable - stockholder (Note 5)                                14,564
     Total current liabilities                                     16,649

Total Liabilities                                                  16,649

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;
   110,000 shares issued and outstanding                              110

Deficit accumulated during development stage                      (16,759)

   Total stockholders' deficit                                    (16,649)

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 Six         From Inception
                                                  Months Ended          Months Ended       (July 23, 2004)
                                                 June 30, 2005          June 30, 2005      to June 30, 2005
<S>                                              <C>                    <C>                <C>
Revenue                                          $       -              $          -       $          -

Expenses:
General, administrative,
  organization, & related expenses                     834                     9,489             16,759

Net loss and deficit accumulated
  during development stage                            (834)                   (9,489)            (16,759)

Basic and diluted loss per share                     (0.01)                    (0.09)

Weighted average number of common
 shares outstanding                                110,000                   103,923
</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 JUNE 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                                                                                (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)
</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 Six       From Inception
                                              Months Ended      (July 23, 2004)
                                              June 30, 2005    to June 30, 2005

Operating Activities:
Net loss                                       $  (9,489)        $   (16,759)
Changes in operating assets and liabilities:
Prepaid expenses                                     800                   -
Accounts payable                                   2,085               2,085
Shares issued for legal services                      10                  10

Net cash used in operating activities             (6,594)            (14,664)

Investing Activities:                                  -                   -

Financing Activities:
Shares issued for cash                               100                 100
Net advances from stockholder                      6,494              14,564

Net cash provided by financing activities          6,594              14,664

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                                     -                   -

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


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

NOTE 1 - PRESENTATION AND ORGANIZATION

The accompanying unaudited condensed 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 June 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 six
and three months ended June 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 June 30, 2005, the Company had net operating loss carryforwards of
$16,759 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 six months ended June 30, 2005 differs
from the amount computed at the federal statutory rates of
approximately 35% as follows:

Income tax benefit at statutory rate                $    (3,321)
Valuation allowance                                       3,321

Total                                               $         -

If substantial changes in the Company's ownership should occur, there
would 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 June 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' EQUITY

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.

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.  Reimbursement totaling $14,564
was owed the stockholder at June 30, 2005.  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 no 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
$9,489 for the six months ended June 30, 2005, and a net loss of
$16,759 from inception (July 23, 2004) to June 30, 2005.  As of June
30, 2005, the Company has an accumulated deficit of $16,759.  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 90% 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 Mangement 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 Securities
Exchange Act of 1934, as amended) that are designed to ensure that
information required to be disclosed in our 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, as appropriate, to allow timely decisions
regarding required disclosure.

     As of the end of the period covered by this report, our
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 our disclosure controls and
procedures are effective to ensure that information required to be
disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the SEC's rules and forms.

     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 significant 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.

     None.  In addition, there have been no purchases of common stock
of the Company by the Company or its affiliates during the three
months ended June 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.

Subsequent Event.

     On August 16, 2005, the Company issued 1,900,000 shares of the
Company's common stock to Pangea Investments GmbH, valued at $1,900
($0.001 per share).  Pangea Investments is an existing shareholder of
Company and by this issuance of stock is being reimbursed for
providing a loan to the Company in the amount of $1,900.

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.


Date: August 19, 2005                  By: /s/  Sam Shlomo Elimelech
                                       Sam Shlomo Elimelech, President


Dated: August 19, 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).