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,
2006

                                         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)

           _____________________________________________________
   (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 November 1, 2006, the Company had 9,980,000 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)

                  CONSOLIDATED BALANCE SHEET
                  AS OF SEPTEMBER 30, 2006                                   3

                  CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
                  THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2006
                  AND SEPTEMBER 30, 2005, AND FOR THE PERIOD OF
                  INCEPTION (JULY 23, 2004) TO SEPTEMBER 30, 2006            4

                  CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
                  NINE MONTHS ENDED SEPTEMBER 30, 2006
                  AND SEPTEMBER 30, 2005, AND FOR THE PERIOD OF
                  INCEPTION (JULY 23, 2004) TO SEPTEMBER 30, 2006            5

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                 6

         ITEM 2.  PLAN OF OPERATION                                         12

         ITEM 3.  CONTROLS AND PROCEDURES                                   24

PART II - OTHER INFORMATION

         ITEM 1.  LEGAL PROCEEDINGS                                         25

         ITEM 2.  UNREGISTERED SALES OF EQUITY
                  SECURITIES AND USE OF PROCEEDS                            25

         ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                           26

         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE
                  OF SECURITY HOLDERS                                       26

         ITEM 5.  OTHER INFORMATION                                         26

         ITEM 6.  EXHIBITS                                                  26

SIGNATURES                                                                  27


PART I - FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCAL STATEMENTS.

                                     ANDAIN, INC.
                             (A Development Stage Company)
                               CONSOLIDATED BALANCE SHEET
                                 September 30, 2006
                                    (Unaudited)

                                       ASSETS
Current assets:
Cash                                                                $   157,700
Prepaid expenses                                                            500

Total assets                                                        $   158,200

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable                                                    $     3,400
Accrued compensation - executives                                        60,000
Accrued expenses - stockholder (Note 5)                                  62,631

Total liabilities                                                       126,031

Stockholders' equity  (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;
   9,980,000 shares issued and outstanding                                9,980

Additional paid-in capital                                              149,730

Deficit accumulated during development stage                           (127,541)

   Total stockholders' equity                                            32,169

Total liabilities and stockholders' equity                          $   158,200

           See Accompanying Notes to Consolidated Financial Statements


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



<TABLE>
<CAPTION>
                                                                                        From Inception
                         For the Three Months Ended        For the Nine Months Ended    (July 23, 2004)
                         Sept 30, 2006  Sept 30, 2005    Sept 30, 2006  Sept 30, 2005   to Sept 30, 2006
<S>                      <C>            <C>              <C>            <C>                 <C>
Revenue                  $        --    $        --      $         --   $         --        $       --

Expenses:                         --             --                --             --                --

General, administrative,
organization, &
related expenses             104,940          2,005           108,153         11,494           127,541

Net loss and deficit
accumulated during
development stage         $ (104,940)   $    (2,005)     $   (108,153)  $    (11,494)      $  (127,541)

Basic and diluted
loss per share            $    (0.01)   $     (0.00)            (0.02)  $      (0.03)

Weighted average number
of common shares outstanding
                            9,730,652     1,018,696         4,611,832        412,198
</TABLE>


             See Accompanying Notes to Consolidated Financial Statements


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


<TABLE>
<CAPTION>
                                                     For the Nine     For the Nine     From Inception
                                                     Months Ended     Months Ended     (July 23, 2004) to
                                                     Sept 30, 2006    Sept 30, 2005      Sept 30, 2006

<S>                                                  <C>              <C>               <C>
Operating Activities:
  Net loss                                           $   (108,153)    $    (11,494)     $   (127,541)
  Adjustments to reconcile net loss to
  net cash used in operations:
  Shares issued for legal services                             --               10                10

Changes in operating assets and liabilities:
    Prepaid expenses                                         (500)             800              (500)
    Accounts payable                                          214            2,585             3,400
    Accrued compensation                                   60,000               --            60,000
    Accrued expenses - stockholder                         48,439            7,999            64,531

Net cash used in operating activities                          --             (100)            (100)

Investing Activities:                                          --               --               --

Financing Activities:
  Shares issued for cash                                  157,700              100          157,800
Net cash provided by financing activities                 157,700              100          157,800

Increase in cash and cash equivalents                     157,700                --              --

Cash and cash equivalents,
   beginning of period                                         --                --              --

Cash and cash equivalents, end of period             $    157,700    $           --      $  157,700

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

Noncash investing and financing activities:
  Stock issued to reduce stockholder accrual         $          -    $        1,900      $    1,900
  Stock issued to acquire subsidiary                 $          -    $            -      $        -
  Stock issued to acquire technology rights          $          -    $            -      $        -
</TABLE>


                  See Accompanying Notes to Consolidated Financial Statements


                                            ANDAIN, INC.
                                   (A Development Stage Company)
                             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                         SEPTEMBER 30, 2006
                                            (Unaudited)

NOTE 1 - PRESENTATION AND ORGANIZATION

The accompanying unaudited financial statements include the accounts
of Andain, Inc., a Nevada corporation, and TPDS, Ltd., an Israeli
corporation (collectively the "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 December 31, 2005 in a Form 10-
KSB filed with the U.S. Securities and Exchange Commission ("SEC").
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 periods ended September 30, 2006 and 2005
are not necessarily indicative of the operating results that may be
expected for the full year ending December 31, 2006.

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.

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 the 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.

On August 14, 2006, the Company established TPDS, Ltd., an Israeli
corporation ("TPDS"), as an operating subsidiary to further develop
and commercialize the novel drug delivery technology that was
acquired from Pangea Investments GmbH.  TPDS has issued 2,261,125
restricted shares of common stock, of which 1,561,165 shares were
issued to us, 50,000 shares were issued to Dr. Leonid Luria, TPDS
chief scientist, 350,000 shares were issued to an escrow account on
behalf of Dr. Leonid Luria according to a vesting plan, and 300,000
shares were issued to an escrow account on behalf of future key
personnel.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Provision for Taxes.

At September 30, 2006, the Company had net operating loss
carryforwards of $127,541 that may be offset against future federal
taxable income through 2026.  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, which
increased by approximately $38,000 and $4,000 during the nine months
ended September 30, 2006 and 2005, respectively.

The income tax benefit differs from the amount computed at the federal
statutory rates of approximately 35% as follows:

Income tax benefit at statutory rate            $        (38,000)
Valuation allowance                                       38,000
                          Total                 $              -

Deferred tax assets (liabilities) at September 30, 2006 are comprised
of the following:

Net operating loss carryforwards               $         38,000
Valuation allowance                                     (38,000)
Net                                            $              -

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.  The
Company had $157,700 in cash or equivalents at September 30, 2006.

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 during September 30, 2006 or 2005 for purposes of
computing fully diluted earnings per share.  Due to the Company's
accumulated net losses, the warrants issued in connection with a
private offering in August 2006 (Note 4) would have an antidilutive
effect on earnings (loss) 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 with cash until a source of funding is secured.
The Company will offer non-cash 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

Common Stock.

On December 10, 2004, the Board of Directors resolved to issue 110,000
shares of common stock at $0.001 per share to one company and one
individual.   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 controlling stockholder for total
value of $1,900 to reduce reimbursements payable to the controlling
stockholder (Note 5).

On July 3, 2006, the Company issued 4,500,000 restricted shares of the
Company's common stock to Pangea Investments GmbH, its controlling
stockholder, in return for novel technology rights (Note 5).

On July 3, 2006, the Company issued 2,500,000 restricted shares of the
Company's common stock to Pangea Investments GmbH, the controlling
shareholder of the Company in return for all of the outstanding common
stock of Pangea's subsidiary Impact Active Team Ltd, an Israeli
corporation (Note 5).

On July 3, 2006, the Company sold 770,000 shares of its common stock
to a total of 56 investors for a total consideration of $7,700.00
($0.01 per share).  One of these investors (50,000 shares) is Ralph
Marthaler, the controlling person of Pangea Investments GmbH, which is
in turn the controlling shareholder of the Company. Other related
party investors are Sam Shlomo Elimelech (and nine members of his
immediate family) (255,000 shares), the Company's president and a
director, and Gai Mar-Chaim (and ten members of his immediate family)
(235,000 shares), the Company's treasurer and a director.

On July 19, 2006, the Company entered into a Regulation S Stock
Purchase Agreement with 1568934 Ontario Limited for the sale of
200,000 shares of the Company's common stock for consideration of
$150,000 ($0.75 per share).  These shares were issued on August 6,
2006. Each share was accompanied by a 12-months warrant to acquire 5
shares at the price of the Company's initial public offering as
determined on the first trading day.

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.

Preferred Stock.

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

(a)  The Company relies on its controlling stockholder (the
Stockholder) for payment of its expenses during its development stage.
Since inception, this stockholder had accumulated reimbursements
totaling $34,531.  On August 17, 2005, the Company issued common stock
valued at $1,900 to the Stockholder (Note 4), reducing the amount owed
at September 30, 2006 to $32,631.    Of the expenses, $20,020 was for
legal fees incurred with the Company's attorney, who is a minority
stockholder of the Company.  The reimbursable expenses are non-
interest bearing.  Interest has not been imputed due to the minimal
impact on the financial statements.  These amounts are due on demand
once the Company successfully completes a business combination and has
available cash flows.

(b)  On July 3, 2006, the Company entered into a Technology
Purchase Agreement with Pangea Investments GmbH, the Company's
controlling shareholder.  Pangea is the creator of certain
intellectual properties, potential patent rights, know-how and
research and development. In return for acquiring the rights to use
the technology, the Company paid to Pangea 4,500,000 restricted shares
of the Company's common stock.  The Company has recorded the asset at
historical cost in accordance with the SEC's Staff Accounting Bulletin
5(g), "Transfers of Non-Monetary Assets by Promoters or Shareholders."
Since Pangea expensed the costs for the intellectual properties, the
historical cost is assumed to be $0.

(c)  On July 3, 2006, the Company entered into an Acquisition
Agreement with Pangea Investments GmbH, the controlling shareholder of
the Company.  Under this agreement, the Company agreed to purchase
from Pangea all of the outstanding common stock of Impact Active Team
Ltd, Inc., an Israeli corporation.  In return for acquiring these
shares, the Company paid to Pangea 2,500,000 restricted shares of the
Company's common stock.  Under an Addendum to this Agreement, this
transaction is not intended to close until the audited financial
statements, and associated pro forma financial statements, of Impact
are completed.  An investment in Impact was not recorded because
management has determined the value of Impact's shares to be nominal.

This acquisition will be treated for accounting purposes as a
transfer of assets between entities under common control, as detailed
in SFAS No. 141, Appendix D, paragraphs 11-18.  This is due to the
fact that Pangea, the Company's controlling shareholder, was the sole
owner of Impact, and merely "transferred" its interest in Impact to
the Company.  Such a transfer is accounted for at cost (resulting in
no goodwill).

(d)  On July 3, 2006, the Company entered into a Consulting
Agreement with Pangea Investments GmbH, its controlling shareholder.
Under this agreement, which has an initial term of four years, Pangea
will provide services in the areas of company foundation and equity
growth.  As compensation under this agreement Pangea, will be paid the
following:

For the period from August 1, 2005 to            2,000,000 Andain common
December 31, 2005                                stock shares (already
                                                 paid and reported in a
                                                 Form 8-K filed on August 22,
                                                 2005)

Monthly Management Fee per person                US $5,000 ($30,000 accrued)

Expenses as defined in Section 3                 Full reimbursement

Quarterly Bonus to be delivered
on the first business day of
each quarter, quarterly in arrears               50,000 unrestricted
                                                 shares per person

(e)  On July 3, 2006, the Company entered into a Business Development
Services Agreement with Pangea Investments GmbH, its controlling
shareholder.   Under this agreement, which has an initial term of ten
years, Pangea will provide the Company with services that will include
business opportunities, technologies, products, and companies
synergetic to the Company's operations.  If during the term of this
Agreement or within 24 months thereafter the Company will be engaged
in a transaction of acquiring technology, products companies, or
business in any equity or monitory transaction of any of the business
opportunities presented to the Company by Pangea, then the Company
will grant Pangea an irrevocable option to acquire a number of the
Company's common stock up to 13% of the transaction's value as
reflected at the Company's share price at the date that the Company's
counterparty signs the transaction agreement.

(f)  On July 3, 2006, the Company entered into a Finder's Fee
Agreement with Pangea Investments GmbH, its controlling shareholder.
Under this agreement, which has an initial term of one month, Pangea
is being engaged for the purpose of introducing the Company to
potential non United States investors in the equity of the Company.
In the event that during the term of this agreement any introduced
person or entity enters into an equity investment transaction with the
Company for the investment of not less than $500,000 in the aggregate,
Pangea would be entitled to receive from the Company in consideration
for the services rendered by it either of the following forms of
compensation:

(i) in the event that the said equity investment transaction
is entered into at the Agreed Company's Value (as defined in
the agreement), Pangea will receive a fee equal to 13% of the
gross dollar amount received by the Company, to be paid by the
Company to the Finder within 30 days of receipt of any amount
of investment, or

(ii) in the event that the said equity investment transaction
is entered into at a value that is higher than the
Agreed Company's Value, Pangea will receive, in lieu of the
fee mentioned above, such number of shares which is the
difference between the number of shares that would have been
issued to the investors if the said equity investment
transaction would have been entered into on the basis of the
Agreed Company's Value and the number of shares actually
issued by the Company pursuant to the said equity investment
transaction.

The Company will grant Pangea an option to convert the amount due
under this agreement into the shares of Company common stock.  Such an
option will be granted to Pangea by the Company for 36 consecutive
months of such finder's fee payments.  Pangea will exercise its option
to purchase the common stock at the same share price paid by such an
investor to the Company entitling Pangea to its fee.

(g)  On July 3, 2006, the Company entered into employment agreements
with its two officers, Sam Shlomo Elimelech, President, and Gai Mar-
Chaim, Secretary/Treasurer.  Under these agreements, which are for an
indefinite period, these individuals are to be compensated in their
positions as officers of the Company.  The Company shall pay to the
employees, on or before the 9th day of each calendar month, during the
term of this agreement, a gross salary as follows: (a) $10,000 per
month with respect to the period commencing on the effective date and
terminating upon the earlier of: (i) January 1, 2007; (ii) the end of
the calendar month during which the employee will desire to convert
the employees due salaries to Company shares of common stock at a
share price of $0.10 per share; (b) $15,000 per month with respect to
the period commencing upon such conversion and upon expiration of the
period set forth in (a) above; and (c) $20,000 per month with respect
to the period starting on January 1, 2008.  This salary, unless
otherwise specifically provided herein, does not include the
employment-benefit payments provided by any applicable law.  These
individuals will also be eligible to have a company car and receive
certain other employee benefits.  A total of $60,000 has been accrued
since the agreements' inception.

NOTE 6 - SUBSEQUENT EVENTS

     (a) On October 25, 2006, the Company established Meizam -
Advanced Enterprise Center Arad Ltd., an Israeli corporation
("Meizam"), as an operating subsidiary in the City of Arad that will
industrialize and commercialize novel technologies in the
biotechnology & medical field.  The Company intends to acquire
through Meizam novel technologies at the end of the development phase
in order to industrialize them with the assistance of the existing
industries in the City of Arad, which will join Meizam as
shareholders and provide part of their manufacturing services for
shares in Meizam.  Meizam was established to carry out a joint
project with Arad Economic Development Corporation to develop the
biotech and medical industry in Arad.  Meizam intends to enter into
agreement with Arad Economic Development Corp. to provide Meizam with
infrastructure and management services in return for Meizam shares as
well as municipal and government funding.  In order to initiate this
project, Arad Economic Development Corp. entered in June 2006 into a
consulting agreement with Impact Active Team Ltd. to screen
prospective technologies and design the project's strategy and
business structure.  This consulting assignment is funded by the
Ministry of Deputy Prime Minister (Shimon Peres) and the Ministry of
Immigrant Absorption.  The plan of operation in Meizam for the next
twelve months is to screen prospective technologies and acquire five
to ten of the most attractive and promising, enter into agreements
with the existing industries in Arad, hiring management staff that
will push forward the industrialization and commercialization of
these technologies to reach commercial sales, and raise funding from
government and private sources.

     (b) On October 19, 2006, all technology rights, patents
applications derivative work rights to the pulmonary inhalation drug
delivery system for hydrophobic drug molecules for wet and dry
inhalation inhaled medications purchased by Andain Inc. on July 3,
2006 were transferred to Andain, Inc.'s subsidiary, TPDS, Ltd.

ITEM 2.  PLAN OF OPERATION.

     The following plan of operation is based upon, and should be read
in conjunction with, its audited 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.

General Discussion.

     We are a developmental stage enterprise, and have not generated
any revenues to date.  We have devoted substantially all of our past
efforts to seeking an acquisition of a business/assets for the company
and complying with our reporting requirements with the Securities
Exchange Act of 1934.

     Our current cash and cash equivalents balance will be not be
sufficient to fund our operations for the next 12 months.  Our ability
to continue as a going concern on a longer-term basis will be
dependent upon our ability to generate sufficient cash flow from
operations to meet our obligations on a timely basis, to retain our
current financing, to obtain additional financing, and ultimately
attain profitability.  Our continued operations, as well as the
implementation of our business plan will depend upon our ability to
raise additional funds through bank borrowings and equity or debt
financing.

     We raised $7,700 from the issuance of 770,000 common shares
pursuant to a Regulation S offering during July 2006.  On July 19,
2006, we entered into a Regulation S Stock Purchase Agreement with
1568934 Ontario Limited for the sale of 200,000 restricted shares of
our common stock for consideration of $150,000 ($0.75 per share).
These shares were issued on August 6, 2006. Each share was accompanied
by a 12-month warrant to acquire 5 shares at the price of our initial
public offering as determined on the first trading day.

     Whereas we have been successful in the past in raising capital,
no assurance can be given that these sources of financing will
continue to be available to it and/or that demand for our common stock
will be sufficient to meet our capital needs, or that financing will
be available on terms favorable to us.  If funding is insufficient at
any time in the future, we may not be able to take advantage of
business opportunities or respond to competitive pressures, or may be
required to reduce the scope of our planned product development and
marketing efforts, any of which could have a negative impact on our
business and operating results. In addition, insufficient funding may
have a material adverse effect on our financial condition, which could
require it to:

     - curtail operations significantly;

     - sell significant assets;

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

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

     To the extent that we raise additional capital through the sale
of equity or convertible debt securities, the issuance of such
securities may result in dilution to our 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 our operations. Regardless of whether our cash assets
prove to be inadequate to meet our operational needs, we may seek to
compensate providers of services by issuance of stock in lieu of cash,
which may also result in dilution to our existing shareholders.

Technology Purchase Agreement.

     On July 3, 2006, we entered into a Technology Purchase Agreement
with Pangea Investments GmbH (see Exhibit 10.2).  Pangea is the owner
of the intellectual properties, potential patent rights, know-how and
research and development in process, and all related technical
information, in connection with technology as described in a U.S.
patent application filed on June 7, 2006.  This application covers a
pulmonary inhalation drug delivery system for hydrophobic drug
molecules for wet and dry inhalation.  We are interested in acquiring
this technology in order to further develop it into a commercial
product in the field of respiratory care of ventilator-associated
pneumonia and chronic obstructive pulmonary disease patients.  In
return for acquiring the rights to use the technology covered by this
patent, we paid to Pangea 4,500,000 restricted shares of our common
stock.

     On August 14, 2006, we established TPDS Ltd., an Israeli
corporation ("TPDS"), as an operating subsidiary to further develop
and commercialize the novel drug delivery technology that was acquired
from Pangea Investments GmbH.  TPDS has issued 2,261,125 restricted
shares of common stock, of which 1,561,165 shares were issued to us,
50,000 shares were issued to Dr. Leonid Luria, TPDS chief scientist,
350,000 shares were issued to an escrow account on behalf of Dr.
Leonid Luria according to a vesting plan, and 300,000 shares were
issued to an escrow account on behalf of future key personnel.

     On October 19, 2006 all technology rights, patents applications
derivative work rights to the pulmonary inhalation drug delivery
system for hydrophobic drug molecules for wet and dry inhalation
inhailed medications purchased by Andain Inc. on July 3, 2006 were
transferred to Andain, Inc.'s subsidiary TPDS Ltd.

     The plan of operation for TPDS for the next twelve months is to
enhance its technology, intellectual properties, and to complete the
formulation development of antibiotics inhalation drug delivery system
and carry out the pre-clinical and phase-I clinical trials. When the
pre-clinical trials are completed, we intend to focus initially on
patients in respiratory intensive care units.  We have started hiring
scientists for TPDS research and development staff and recruiting
opinion leaders to TPDS advisory board, and looking to hire
consultants in technical and regulatory fields and develop sources for
raw materials.

     The main target market for TPDS product is COPD (Chronic
Obstructive Pulmonary Disease).  COPD is an umbrella term used to
describe lung disease associated with airflow obstruction. Most
generally, emphysema, chronic bronchitis and chronic asthma either
alone or in combinations fall into this category.  There is continuing
debate as to whether this term also includes Asthma (non chronic),
however as a general rule, it is not included as, even though it does
have obstructive components to it, it is in part reversible, and is
more generally considered a restrictive lung disease.

     The symptoms of COPD can range from chronic cough and sputum
production to severe disabling shortness of breath.  In some
individuals, chronic cough and sputum production are the first signs
that they are at risk for developing the airflow obstruction and
shortness of breath characteristic of COPD.  In others, shortness of
breath may be the first indication of the disease.

     Smoking is the primary risk factor for COPD. Approximately 80 to
90 percent of COPD deaths are caused by smoking.  Female smokers are
nearly 13 times as likely to die from COPD as women who have never
smoked.  Male smokers are nearly 12 times as likely to die from COPD
as men who have never smoked.  Other risk factors of COPD include air
pollution, second-hand smoke, history of childhood respiratory
infections and heredity.  Occupational exposure to certain industrial
pollutants also increases the odds for COPD.  A recent study found
that the fraction of COPD attributed to work was estimated as 19.2%
overall and 31.1% among never smokers.

     Pseudomonas Aeruginosa is an opportunistic pathogen, meaning that
it exploits some break in the host defenses to initiate an infection.
It causes urinary tract infections, respiratory system infections,
dermatitis, soft tissue infections, bacterium, bone and joint
infections, gastrointestinal infections and a variety of systemic
infections, particularly in patients with severe burns and in cancer
and AIDS patients who are immuno-suppressed. Pseudomonas aeruginosa
infection is a serious problem in patients hospitalized with cancer,
cystic fibrosis, and burns.  The case fatality rate in these patients
is 50%.

     Ventilator-associated pneumonia ("VAP") can result from such an
infection and affects up to 28% of patients receiving mechanical
ventilation in the ICU.   The mortality rate for VAP ranges from 24 to
50% and can reach 76% in some specific settings or when lung infection
is caused by high-risk MDR pathogens common in ICU.

     We intend to carry out the following research and development in
this area:

(i)  Development and reformulation of TPDS drug delivery nano-
particles carrying the Colistin antibiotics in aerosolized form
suitable for home used inhaler in dry and wet forms. TPDS in
parallel will develop a cocktail of different antibiotics and
anti-inflammatory agents carried by the nano-particles timely
releasing each drug and agents for broader treatment.

(ii)  Development of additional 2 different hydrophobic generic
antibiotics agents for multi-drug resistant bacteria carried by
TPDS nano-particles for life saving treatment to respiratory
support patents in intensive care units.

     There is no plan to purchase significant equipment or plant at
this time.  We may acquire additional business synergetic to our
current business line; however, we have no particular acquisitions in
mind and have not entered into any negotiations regarding such an
acquisition, and neither the Company's officers and directors nor any
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 us and such other company.

Acquisition of Impact Active Team Ltd.

     On July 3, 2006, we entered into a Share Purchase Agreement
with Pangea Investments GmbH, our controlling shareholder (see Exhibit
10.1).  Under this agreement, we agreed to purchase from Pangea all of
the outstanding common stock of Impact Active Team Ltd, Inc., an
Israeli corporation.  In return for acquiring these shares, we paid to
Pangea 2,500,000 restricted shares of our common stock.  Under an
Addendum to this Agreement, this transaction is not intended to close
until the audited financial statements, and associated pro forma
financial statements, of Impact are completed (see Exhibit 10.8).  The
Company expects to complete the transaction in the fourth quarter of 2006.

     Impact is a strategic planning and management services company
providing: Active management, strategic business planning, market
research, planning and management, sales management, financial
planning, strategic alliances investor and public relations.

Further Search for Business Opportunities.

     In addition to the above business activities, we will
continue to search for business opportunities, particularly toward
small and medium-sized enterprises.  We do not propose to restrict our
search 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.  Our 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 we 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 us or our current stockholders.  Business
opportunities may come to our 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.  We may pay a finder's fee in
connection with any such transaction.

     We will not restrict our 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 we may offer.  However, we
do not intend to obtain funds to finance the operation of any acquired
business opportunity until such time as we have successfully
consummated the merger or acquisition transaction.

     The analysis of business opportunities will be under the
supervision of our 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 our
proposed activities; 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, we intend to utilize written
reports and personal investigation to evaluate the above factors.

     Prior to making a decision to participate in a business
opportunity, we will generally request that we 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 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.

Risk Factors Connected with Plan of Operation.

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

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

     We incurred a net loss of $7,270 for the period from inception
(July 23, 2004) through December 31, 2004, a net loss of $12,118 for
the year ended December 31, 2005, and a net loss of $127,541 for the
period of inception (July 23, 2004) through September 30, 2006.  As of
September 30, 2006, we had an accumulated deficit of $127,541.  These
factors raise substantial doubt about our ability to continue as a
going concern.

(b)  Independent Auditors Have Expressed Substantial Doubt About Our
Ability to Continue as a Going Concern.

     In its report dated March 31, 2006, our independent auditor
stated that the financial statements for the periods ended December
31, 2005 and 2004 were prepared assuming that we would continue as a
going concern.  Our ability to continue as a going concern is an issue
raised as a result of an accumulated deficit and recurring losses.  We
continue to experience net losses.  Our ability to continue as a going
concern is subject to the ability to execute our business plan and
thereafter to generate a profit and/or obtain necessary funding from
outside sources, including obtaining additional funding from the sale
of our 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.

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

     We are 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 us.  Nearly all such entities have significantly
greater financial resources, technical expertise and managerial
capabilities than us and, consequently, we will be at a competitive
disadvantage in identifying additional possible business opportunities
and successfully completing a business combination.  Moreover, we 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)  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 4 days following the effective date of a completed
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 us.  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 us at the
time of effecting a business combination.  In cases where audited
financials are unavailable, we 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 us.

(e)  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 our common stock may increase or decrease, perhaps significantly.

(f)  The Proposed Business of TPDS is in a Highly Regulated Industry.

     We intend to develop a pulmonary inhalation drug delivery system
for hydrophobic drug molecules for wet and dry inhalation.  This
industry is highly regulated in the United States and other countries.
Such regulations, any of which could change at any time, may slow or
otherwise hinder the development of products by our TPDS division.
Until such products are fully developed, there is no way to assess how
such regulations will affect these products.

(g)  No Assurance of Successful and Timely Product Development.

     Our proposed TPDS products are in the early stages of development
and additional development and testing will be required in order to
determine the technical feasibility and commercial viability of the
products.

     There can be no assurance that our product development efforts
will be successfully completed.  Our proposed development schedule may
be affected by a variety of factors, many of which will not be within
our control, including technological difficulties, access to
proprietary technology of others, delays in regulatory approvals, and
the availability of necessary funding.  In light of the foregoing
factors, there can be no assurance that we will be able to complete or
successfully commercialize these products.  Our inability to
successfully complete the development of new products or to do so in a
timely manner, could force us to scale back operations.

(h)  Market Acceptance.

     Our success will be dependent, in part, on the market acceptance
of our proposed products.  Despite the increasing demand for such
types of products, our proposed TPDS products represent an advanced
approach to the industry, and market acceptance of our proposed
products will be dependent, among other things, upon its quality, ease
of use, speed, reliability, and cost effectiveness.  Even if the
advantages of our products are established, we are unable to predict
how quickly, if at all, the products will be accepted by the
marketplace.

(i)  Protection of Proprietary Rights.

     Our success and ability to compete will be dependent, in part, on
the protection of our potential patents, trademarks, trade names,
service marks and other proprietary rights.  We intend to rely on
trade secret and copyright laws to protect the intellectual property
that we plan to develop, but there can be no assurance that such laws
will provide sufficient protection to us, that others will not develop
a product that is similar or superior to ours, or that third parties
will not copy or otherwise obtain and use our proprietary information
without authorization.  In addition, certain of our know-how and
proprietary technology may not be patentable.

     We may rely on certain intellectual property licensed from third
parties, and may be required to license additional products or
services in the future, for use in the general operations of its
business plan.  There can be no assurance that these third party
licenses will be available or will continue to be available to the
Companion acceptable terms or at all.  The inability to enter into and
maintain any of these licenses could have a material adverse effect on
our business, financial condition or operating results.

     There is a risk that some of our products may infringe the
proprietary rights of third parties.  In addition, whether or not our
products infringe on proprietary rights of third parties, infringement
or invalidity claims may be asserted or prosecuted against us and we
could incur significant expense in defending them.  If any claims or
actions are asserted against us, we may be required to modify our
products or seek licenses for these intellectual property rights.  We
may not be able to modify our products or obtain licenses on
commercially reasonable terms, in a timely manner or at all.  Our
failure to do so could have a negative affect on its business and
revenues.

(j)  Dependence on Suppliers.

     We will depend upon suppliers for components of our proposed
products.  There is an inherent risk that certain components of our
proposed products will be unavailable for prompt delivery or, in some
cases, discontinued.  We will only have limited control over any
third-party manufacturer as to quality controls, timeliness of
production, deliveries and various other factors.  Should the
availability of certain components be compromised, it could force us
to develop alternative designs using other components, which could add
to the cost of goods sold and compromise delivery commitments.  If we
are unable to obtain components in a timely manner, at an acceptable
cost, or at all, we may need to select new suppliers, redesign or
reconstruct processes used to manufacture our products.  In such an
instance, we would not be able to manufacture any products for a
period of time, which could materially adversely affect its business,
results from operations, and financial condition.

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

     Our majority stockholder owns common stock equal to approximately
73% of the outstanding shares of our 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 our management will be made exclusively by our
officers and directors.  Investors will only have rights associated
with stockholders to make decisions that affect us.  Accordingly, it
could be difficult for the investors hereunder to effectuate control
over our affairs.

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

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

     Our success may be dependent upon the hiring of qualified
administrative personnel.  Although our officers/directors have
employment agreements with us, there can be no assurance that these
personnel will remain employed by us after the termination of such
agreements.  Should any of these individuals cease to be affiliated
with us for any reason before qualified replacements could be found,
there could be material adverse effects on our business and prospects
in that replacement personnel may not understand the proposed business
of the company.  Also, we do not carry any key person insurance on any
of our officers/directors.

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

     Our 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 our
business.  As a result, certain conflicts of interest may exist
between us and our 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 us.  It is the intention of
management, so as to minimize any potential conflicts of interest, to
present first to our board of directors any proposed transaction for
our evaluation.

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

     Our 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 our directors for
monetary damages arising from a breach of their fiduciary duties as
directors.  Our bylaws also include provisions to the effect that we
may indemnify any director, officer, or employee.  Any limitation on
the liability of any director, or indemnification of directors,
officers, or employees, could result in substantial expenditures being
made by us in covering any liability of such persons or in
indemnifying them.

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

     Our 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 our business.  Payment of
dividends, if any, will depend, among other factors, on earnings,
capital requirements and our general operating and financial
conditions, as well as legal limitations on the payment of dividends
out of paid-in capital.

(p)  No Cumulative Voting May Affect Ability of Some Stockholders to
Influence Mangement of Company.

     Holders of the shares of our common stock 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 our directors,
and the minority stockholders will not be able to elect a
representative to our board of directors.

(q)  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 our securities
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 us and to our 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 our common stock.  We intend
to have a market maker file an application on behalf of us with the
Over the Counter Bulletin Board in order to make a market in our
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 our securities.  The regulations governing
penny stocks, as set forth above, sometimes limit the ability of
broker-dealers to sell our common stock and thus, ultimately, the
ability of the investors to sell their securities in the secondary
market.

     Our potential stockholders should also be aware that, according
to Securities and Exchange Commission 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.

(r)  Failure To Remain Current In Reporting Requirements Could Result
In Delisting From The Over The Counter Bulletin Board.

     Companies trading on the OTCBB must be reporting issuers under
Section 12 of the Securities Exchange Act of 1934, as amended, and
must be current in their reports under Section 13, in order to
maintain price quotation privileges on the OTCBB.  If the Company
fails to remain current in its reporting requirements, the Company
could be delisted from the OTCBB after it becomes so listed.

     In addition, the National Association of Securities Dealers,
Inc., which operates the OTCBB, has been approved by the SEC to
implement a change to its Eligibility Rule.  The change makes those
OTCBB issuers that are cited for filing delinquency in their Forms 10-
KSB/Form 10-QSB three times in a 24-month period and those OTCBB
issuers removed for failure to file such reports two times in a 24-
month period ineligible for quotation on the OTCBB for a period of one
year.  Under this proposed rule, a company filing within the extension
time set forth in a Notice of Late Filing (Form 12b-25) would not be
considered late.  This rule would not apply to a company's Current
Reports on Form 8-K.

     As a result of these rules, the market liquidity for our
securities could be severely adversely affected by limiting the
ability of broker-dealers to sell our securities and the ability of
stockholders to sell their securities in the secondary market.

(s)  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.

Critical Accounting Policies.

     The Securities and Exchange Commission ("SEC") has issued
Financial Reporting Release No. 60, "Cautionary Advice Regarding
Disclosure About Critical Accounting Policies" ("FRR 60"), suggesting
companies provide additional disclosure and commentary on their most
critical accounting policies.  In FRR 60, the SEC has defined the most
critical accounting policies as the ones that are most important to
the portrayal of a company's financial condition and operating
results, and require management to make its most difficult and
subjective judgments, often as a result of the need to make estimates
of matters that are inherently uncertain.  Based on this definition,
our most critical accounting policies include use of estimates in the
preparation of financial statements.  The methods, estimates and
judgments we use in applying these most critical accounting policies
have a significant impact on the results we reports in our financial
statements.

     The preparation of financial statements requires us to make
estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities.  On an on-going basis, we evaluate
these estimates, including those related to revenue recognition and
concentration of credit risk.  We base our estimates on historical
experience and on various other assumptions that is believed to be
reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources.  Actual
results may differ from these estimates under different assumptions or
conditions.

Forward Looking Statements.

     Information in 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 Act of 1934, as
amended.  When used in this Form 10-QSB, the words "expects,"
"anticipates," "believes," "plans," "will" and similar expressions are
intended to identify forward-looking statements.  These are statements
that relate to future periods and include, but are not limited to,
statements regarding the adequacy of cash, expectations regarding net
losses and cash flow, statements regarding growth, the need for future
financing, dependence on personnel, and operating expenses.

     Forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially
from those projected.  These risks and uncertainties include, but are
not limited to, those discussed above as well as the risks set forth
above under "Risk Factors Connected with Plan of Operation."  These
forward-looking statements speak only as of the date hereof.  We
expressly disclaim any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements contained
herein to reflect any change in our 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.

     We maintain 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 management, including
our principal executive officer and principal financial officer, to
allow timely decisions regarding required disclosure.

     As of the end of the period covered by this report, 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 were effective at a reasonable assurance level 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.  In addition, our principal executive officer
and our principal financial officer concluded that our 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 we file or submit under the Exchange Act is accumulated
and communicated to our management, including our 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 our
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 our 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.

     Except as set forth below, there were no sales of unregistered
(restricted) securities in the three months ended September 30, 2006
that were not previously reported in a Form 8-K:

     On July 3, 2006, the Company issued 4,500,000 restricted shares
of the Company's common stock to Pangea Investments GmbH, its
controlling stockholder, in return for novel technology rights (Note 5).

     On July 3, 2006, the Company issued 2,500,000 restricted shares
of the Company's common stock to Pangea Investments GmbH, the
controlling shareholder of the Company in return for all of the
outstanding common stock of Pangea's subsidiary Impact Active Team
Ltd, an Israeli corporation (Note 5).

     On July 3, 2006, the Company sold 770,000 shares of its common
stock to a total of 56 investors for a total consideration of
$7,700.00 ($0.01 per share).  One of these investors (50,000 shares)
is Ralph Marthaler, the controlling person of Pangea Investments
GmbH, which is in turn the controlling shareholder of the Company.
Other related party investors are Sam Shlomo Elimelech (and nine
members of his immediate family) (255,000 shares), the Company's
president and a director, and Gai Mar-Chaim (and ten members of his
immediate family) (235,000 shares), the Company's treasurer and a director.

     On July 19, 2006, we entered into a Regulation S Stock Purchase
Agreement with 1568934 Ontario Limited for the sale of 200,000
restricted shares of our common stock for consideration of
$150,000 ($0.75 per share).  These shares were issued on August
6, 2006. Each share was accompanied by a 12-month warrant to
acquire 5 shares at the price of our initial public offering as
determined on the first trading day.

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 Events.

     (a) On October 25, 2006, we established Meizam - Advanced
Enterprise Center Arad Ltd., an Israeli corporation ("Meizam"), as an
operating subsidiary in the City of Arad that will industrialize and
commercialize novel technologies in the biotechnology & medical field.
We intend to acquire through Meizam novel technologies at the end of
the development phase in order to industrialize them with the
assistance of the existing industries in the City of Arad, which will
join Meizam as shareholders and provide part of their manufacturing
services for shares in Meizam.  Meizam was established to carry out a
joint project with Arad Economic Development Corporation to develop
the biotech and medical industry in Arad.  Meizam intends to enter
into agreement with Arad Economic Development Corp. to provide Meizam
with infrastructure and management services in return for Meizam
shares as well as municipal and government funding.  In order to
initiate this project, Arad Economic Development Corp. entered in June
2006 into a consulting agreement with Impact Active Team Ltd. to
screen prospective technologies and design the project's strategy and
business structure.  This consulting assignment is funded by the
Ministry of Deputy Prime Minister (Shimon Peres) and the Ministry of
Immigrant Absorption.  The plan of operation in Meizam for the next
twelve months is to screen prospective technologies and acquire five
to ten of the most attractive and promising, enter into agreements
with the existing industries in Arad, hiring management staff that
will push forward the industrialization and commercialization of these
technologies to reach commercial sales, and raise funding from
government and private sources.

     (b) On October 19, 2006, all technology rights, patents
applications derivative work rights to the pulmonary inhalation drug
delivery system for hydrophobic drug molecules for wet and dry
inhalation inhaled medications purchased by Andain Inc. on July 3,
2006 where transferred to Andain Inc subsidiary TPDS Ltd.

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 20, 2006               By: /s/  Sam Shlomo Elimelech
                                       Sam Shlomo Elimelech, President


Dated: November 20, 2006               /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).

10.1    Share Purchase Agreement between the Company and Pangea
        Investments GmbH, dated July 3, 2006 (not including Schedule
        1, Disclosure Schedule) (incorporated by reference to
        Exhibit 10.1 of the Form 8-K filed on July 6, 2006).

10.2    Technology Purchase Agreement between the Company and Pangea
        Investments GmbH, dated July 3, 2006 (incorporated by
        reference to Exhibit 10.2 of the Form 8-K filed on July 6, 2006).

10.3    Consulting Agreement between the Company and Pangea
        Investments GmbH, dated July 3, 2006 (incorporated by
        reference to Exhibit 10.3 of the Form 8-K filed on July 6, 2006).

10.4    Business Development Services Agreement between the Company
        and Pangea Investments GmbH, dated July 3, 2006
        (incorporated by reference to Exhibit 10.4 of the Form 8-K
        filed on July 6, 2006).

10.5    Finder's Fee Agreement between the Company and Pangea
        Investments GmbH, dated July 3, 2006 (incorporated by
        reference to Exhibit 10.5 of the Form 8-K filed on July 6, 2006).

10.6    Employment Agreement between the Company and Sam Elimelech,
        dated July 3, 2006 (incorporated by reference to Exhibit
        10.6 of the Form 8-K filed on July 6, 2006).

10.7    Employment Agreement between the Company and Gai Mar-Chaim,
        dated July 3, 2006 (incorporated by reference to Exhibit
        10.7 of the Form 8-K filed on July 6, 2006).

10.8    Addendum to Share Purchase Agreement between the Company and
        Pangea Investments GmbH, dated July 25, 2006 (incorporated
        by reference to Exhibit 10.8 of the Form 8-K/A filed on
        August 10, 2006).

16      Letter on Change in Certifying Accountant (incorporated by
        reference to Exhibit 16 of the Form 8-K filed on January 5, 2006).

21      Subsidiaries of the Company (filed herewith)

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).