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, 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 July 19, 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)

         BALANCE SHEET AS OF JUNE 30, 2006                              3

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

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

         NOTES TO 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                               25

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

ITEM 5.  OTHER INFORMATION                                             25

ITEM 6.  EXHIBITS                                                      28

SIGNATURES                                                             28

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCAL STATEMENTS.

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

                                   ASSETS

Current assets:
Prepaid expenses                                                 $    800

Total assets                                                     $    800

                  LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable                                                 $  2,100
Note payable - stockholder (Note 5)                                19,291

   Total current liabilities                                       21,391

Total liabilities                                                  21,391

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

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

Deficit accumulated during development stage                      (22,601)

   Total stockholders' deficit                                    (20,591)

Total liabilities and stockholders' deficit                      $    800

                See Accompanying Notes to Financial Statements


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


<TABLE>
<CAPTION>
                                                                                        From Inception
                           For the Three Months Ended      For the Six Months Ended     (July 23, 2004)
                         June 30, 2006  June 30, 2005     June 30, 2006  June 30, 2005  to June 30, 2006
<S>                       <C>             <C>               <C>           <C>              <C>
Revenue                   $      -        $      -                                          $     -
Expenses:
General, administrative,
 organization, & related
expenses                  $  2,221        $    834          $  3,213      $  9,489           22,601

Net loss and deficit
Accumulated during
development stage         $ (2,221)       $   (834)         $ (3,213)     $ (9,489)         $(22,601)

Basic and diluted
loss per share            $  (0.00)       $  (0.01)            (0.00)     $  (0.09)

Weighted average number
of common shares
outstanding              2,010,000         110,000         2,010,000       103,923
</TABLE>


                         See Accompanying Notes to Financial Statements


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


<TABLE>
<CAPTION>
                                              For the Six         For the Six       From Inception
                                              Months Ended        Months Ended     (July 23, 2004) to
                                              June 30, 2006       June 30, 2005     June 30, 2006
<S>                                              <C>                 <C>                 <C>
Operating Activities:
Net loss                                         $  (3,213)          $  (9,489)         $  (22,601)
Adjustments to reconcile net loss to
net cash used in operations:
Shares issued for legal services                         -                  10                  10
Note payable issued to stockholder
for payment of operating expenses                    5,099               6,494              21,191
Changes in operating assets and liabilities:
Prepaid assets                                        (800)                800                (800)
Accounts payable                                    (1,086)              2,085               2,100
Net cash used in operating activities                    -                (100)               (100)

Investing Activities:                                    -                   -                   -

Financing Activities:
Shares issued for cash                                   -                 100                 100
Net cash provided by financing activities                -                 100                 100

Increase in cash and cash equivalents                    -                   -                   -

Cash and cash equivalents,
beginning of period                                      -                   -                   -

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

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

Noncash investing and financing activities:
Stock issued to reduce stockholder loan          $       -            $      -           $   1,900
</TABLE>


                          See Accompanying Notes to Financial Statements


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

NOTE 1 - PRESENTATION AND ORGANIZATION

The accompanying unaudited financial statements include the
accounts of Andain, Inc., a Nevada corporation ("Company").
These statements are condensed and, therefore, do not include all
disclosures normally required by accounting principles generally
accepted in the United States of America.  These statements
should be read in conjunction with the Company=s most recent
annual financial statements for the period of inception (July 23,
2004) to December 31, 2005 in a Form 10-KSB 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 periods ended June 30, 2006 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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Provision for Taxes.

At June 30, 2006, the Company had net operating loss
carryforwards of $22,601 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 $1,125 and
$3,321 during the six months ended June 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            $        (7,910)
Valuation allowance                                       7,910
                          Total                 $             -

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

Net operating loss carryforwards                $         7,910
Valuation allowance                                      (7,910)
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 no cash or equivalents at June 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 June 30, 2006 or 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 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 majority stockholder for total
value of $1,900 to reduce reimbursements payable to the majority
stockholder (see Note 5).

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

The Company relies on its majority stockholder for payment of its
expenses during its development stage.  Since inception, this
stockholder had accumulated reimbursements totaling $21,191.  On
August 17, 2005, the Company issued common stock valued at $1,900
to this Stockholder (see Note 4), reducing the amount owed at
June 30, 2006 to $19,291.    Of the expenses, $10,020 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.

NOTE 6 - SUBSEQUENT EVENTS

(a)  On July 3, 2006, the Company entered into a Technology
Purchase Agreement with Pangea Investments GmbH.  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.  The
Company is 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, the
Company paid to Pangea 4,500,000 restricted shares of the
Company's common stock.

(b)  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.

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.

Impact was originally sold by Sam Shlomo Elimelech, President,
and Gai Mar-Chaim, the Company's directors and officers, to
Pangea in January 2006.  From that time to the date of this
agreement, Impact has served as the operational arm of Pangea in
Israel.  The decision was then made by Pangea, as the controlling
shareholder of the Company, to sell Impact to the Company in
order to provide a revenue generating business for the Company.

This acquisition will be treated for accounting purposes as a
transfer 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 majority 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).

(c)  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                       2,000,000 Andain common
1, 2004 to December 31, 2005                     stock shares (already
                                                 paid and reported in a
                                                 Form 8-K filed on August
                                                 2, 2005)

Monthly Management Fee per person                US $5,000

Expenses as defined in Section 3                 Full reimbursement

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

(d)  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.

(e)  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 compensations:

(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 Company's 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.

(f)  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.

(g)  Under the two agreements discussed in (a) and (b) above, the
Company issued a total of 7,000,000 shares of its common stock to
Pangea Investments GmbH.

(h)  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.

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.  We raised $7,700 from the
issuance of 770,000 common shares pursuant to a Regulation S
offering during July 2006.  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.

     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.

     Target Particle Delivery System ("TPDS") is the company
business unit that is developing a novel drug delivery system,
which we believe will significantly improve the effectiveness and
efficiency of delivering antibiotics via inhalation, thus
providing a better cure for pulmonary diseases. 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 tiime.  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.

     We plan to recruit two employees: pre-clinical trials
manager, and regulatory manager.

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).

     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 $22,601 for the period of inception (July 23, 2004) through
June 30, 2006.  As of June 30, 2006, we had an accumulated
deficit of $22,601.  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
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 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 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 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.

     There were no sales of unregistered (restricted) securities
in the three months ended June 30, 2006 that were not previously
reported in a Form 8-K.  There have been no purchases of common
stock of the Company by the Company or its affiliates during the
three months ended June 30, 2006.

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 July 3, 2006, the Company 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.  The Company is interested in acquiring this
technology in order to further develop it into a commercial
product in the filed 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, the Company will pay to Pangea 4,500,000 restricted
shares of the Company's common stock (not yet issued).

     (a)  On July 3, 2006, the Company entered into a Share
Purchase Agreement with Pangea Investments GmbH, the controlling
shareholder of the Company (see Exhibit 10.1).  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 will pay to Pangea 2,500,000 restricted shares of the
Company's common stock (not yet issued).  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).

     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.

     Impact was originally sold by Sam Shlomo Elimelech,
President, and Gai Mar-Chaim, the Company's directors and
officers, to Pangea in January 2006.  From that time to the date
of this agreement, Impact has served as the operational arm of
Pangea in Israel.  The decision was then made by Pangea, as the
controlling shareholder of the Company, to sell Impact to the
Company in order to provide a revenue generating business for the
Company.

     (c)  On July 3, 2006, the Company entered into a Consulting
Agreement with Pangea Investments GmbH, its controlling
shareholder (see Exhibit 10.3).  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                          2,000,000 Andain common
1, 2004 to December 31, 2005                        stock shares (already
paid and reported in a                              Form 8-K filed on August
                                                    2, 2005)

Monthly Management Fee per person                   US $5,000

Expenses as defined in Section 3                    Full reimbursement

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

     (d)  On July 3, 2006, the Company entered into a Business
Development Services Agreement with Pangea Investments GmbH, its
controlling shareholder (see Exhibit 10.4).   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.

     (e)  On July 3, 2006, the Company entered into a Finder's
Fee Agreement with Pangea Investments GmbH, its controlling
shareholder (see Exhibit 10.5).  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 compensations:

     (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 Company's 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.

     (f)  On July 3, 2006, the Company entered into employment
agreements with its two officers, Sam Shlomo Elimelech,
President, and Gai Mar-Chaim, Secretary/Treasurer (see Exhibits
10.6 and 10.7).  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.

     (g)  Under the two agreements discussed in (a) and (b)
above, the Company will issue a total of 7,000,000 shares of its
common stock to Pangea Investments GmbH.

     (h)  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.

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: August 16, 2006                 By: /s/  Sam Shlomo Elimelech
                                       Sam Shlomo Elimelech, President


Dated: August 16, 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).

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).