`UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
(Mark One)

[X]      Quarterly report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934

         For the quarterly period ended June 30, 2006
                                        -------------

[ ]      Transition report under Section 13 or 15(d) of the Exchange Act

         For the transition period from               to
                                        -------------    -------------

                         Commission File Number 000-51518
                                                ---------

                           Paramount Acquisition Corp.
                           ---------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)


                    Delaware                              20-2938469
                    --------                              ----------
         (State or other Jurisdiction of               (I.R.S. Employer
         Incorporation or Organization)               Identification No.)


               787 7th Avenue, 48th Floor, New York, New York 10019
               ----------------------------------------------------
                     (Address of Principal Executive Office)


                                  (212) 554-4300
                                  --------------
                (Issuer's Telephone Number, Including Area Code)


     Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [ ]

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

     Indicate by check mark whether the Registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (Check
one).
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]




     As of August 14, 2006, 11,900,000 shares of common stock, par value $.0001
per share, were issued and outstanding.

     Transitional Small Business Disclosure Format (check one): Yes [_] No [X]


                                       2



Paramount Acquisition Corp.
(a development stage enterprise)
                                                                        Contents


Part I:  Financial Information:                                           Page
                                                                          ----
   Item 1 -Financial Statements (Unaudited):

     Condensed Balance Sheet as of June 30, 2006                           3

     Condensed Statements of Operations for the
       Three and Six Months Ended June 30, 2006, the
       Period from June 1, 2005 (inception) to June 30,
       2005 and the Period from June 1, 2005 (inception)
       to June 30, 2006                                                    4

     Condensed Statement of Stockholders' Equity
      for the Period from June 1, 2005 (inception)
      to June 30, 2006                                                     5

     Condensed Statements of Cash Flows for the
      Six Months Ended June 30, 2006 and the
      Period from June 1, 2005 (inception) to
      June 30, 2006                                                        6

      Notes to Unaudited Condensed Financial Statements                    7

   Item 2 - Management's Discussion and Analysis or
            Plan of Operation                                             11

   Item 4 - Controls and Procedures                                       12

Part II.  Other Information

    Item 2 - Unregistered Sales of Equity Securities and
             Use of Proceeds                                              13

    Item 6 - Exhibits                                                     13

Signatures                                                                14

Certifications                                                            16


                                       2


PART I: FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED)
                                                     PARAMOUNT ACQUISITION CORP.
                                                (A DEVELOPMENT STAGE ENTERPRISE)
                                                         CONDENSED BALANCE SHEET
--------------------------------------------------------------------------------
                                                                   June 30, 2006
                                                                     (unaudited)
--------------------------------------------------------------------------------

ASSETS
Current assets:
Cash and cash equivalents                                      $       401,678
Investments held in Trust Fund                                      53,531,997
Prepaid expenses and other                                             456,219
                                                               ----------------
Total assets                                                        54,389,894
                                                               ================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
      Accrued expenses                                                 394,217
      Income taxes payable                                              13,100
                                                               ----------------

      Total liabilities                                                407,317
                                                               ----------------

Common stock subject to possible conversion,
      1,954,023 shares at conversion value                          10,701,046
                                                               ----------------

Commitment and Contingencies

Stockholders' equity
   Preferred stock, $.0001 par value, Authorized
      1,000,000 shares; none issued                                          -
   Common stock, $.0001 par value
      Authorized 40,000,000 shares
      Issued and outstanding 11,900,000 shares
       (less 1,954,023 subject to possible conversion)                     996
   Additional paid-in capital                                       42,796,424
   Earnings accumulated during development stage                       484,111
                                                               ----------------
Total stockholders' equity                                          43,281,531
                                                               ----------------
Total liabilities and stockholders' equity                          54,389,894
                                                               ================


     The accompanying notes are an integral part of these unaudited condensed
financial statements.


                                       3


                                                                                                         PARAMOUNT ACQUISITION CORP.
                                                                                                    (A DEVELOPMENT STAGE ENTERPRISE)
                                                                                                  CONDENSED STATEMENTS OF OPERATIONS
                                                                                                                         (UNAUDITED)
                                                                               FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2006, THE
                                                                           PERIOD FROM JUNE 1, 2005 (INCEPTION) TO JUNE 30, 2005 AND
                                                                               PERIOD FROM JUNE 1, 2005 (INCEPTION) TO JUNE 30, 2006
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     Period from       Period from
                                                               For the three      For the six        June 1, 2005      June 1, 2005
                                                                months ended     months ended       (inception) to    (inception) to
                                                               June 30, 2006     June 30, 2006      June 30, 2005     June 30, 2006
                                                              ----------------  ---------------  ----------------  ----------------

Revenue                                                       $             -  $             -  $              -  $             -

General, selling and administrative expenses                          276,615          726,794                 -          797,651
                                                              ----------------  ---------------  ----------------  ----------------

Operating loss                                                       (276,615)        (726,794)                -         (797,651)

Interest income                                                       479,594        1,025,783                 -        1,392,928
                                                              ----------------  ---------------  ----------------  ----------------
Income before income taxes                                            202,979          298,989                 -          595,277
Provision for income taxes                                                  -                -                 -         (111,166)
                                                              ----------------  ---------------  ----------------  ----------------

Net income                                                            202,979          298,989                 -          484,111
                                                              ----------------  ---------------  ----------------  ----------------

Accretion of Trust Fund relating to common stock
  subject to possible conversion                                      (94,531)        (201,652)                -         (273,363)
                                                              ----------------  ---------------  ----------------  ----------------

Net income attributable to other common stockholders                  108,448           97,337                 -          210,748
                                                              ================  ===============  ================  ================

Weighted average shares outstanding                                11,900,000       11,900,000         2,125,000
                                                              ================  ===============  ================

Basic and diluted income per share                                       0.01             0.01                 -
                                                              ================  ===============  ================



     The accompanying notes are an integral part of these unaudited condensed
financial statements.


                                       4



                                                                                                         PARAMOUNT ACQUISITION CORP.
                                                                                                    (A DEVELOPMENT STAGE ENTERPRISE)
                                                                             CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
                                                                         FOR THE PERIOD OF JUNE 1, 2005 (INCEPTION) TO JUNE 30, 2006
------------------------------------------------------------------------------------------------------------------------------------
                                                                  Common Stock         Additional      Earnings           Total
                                                                  ------------          paid-in    accumulated during  stockholders'
                                                               Shares      Amount       capital    development stage     equity
------------------------------------------------------------------------------------------------------------------------------------

Balance, June 1, 2005 (inception)                                ---      $   ---        $   ---      $    ---           $    ---

Issuance of stock to initial stockholders                     2,125,000       213         24,787           ---             25,000

Sale of 9,775,000 units, net of underwriters'
   discount and offering expenses amounting to $5,176,634
   (includes 1,954,023 shares subject to possible conversion) 9,775,000       978     53,472,388           ---         53,473,366

Proceeds subject to possible conversion of
    1,954,023 shares                                             ---         (195)   (10,427,488)          ---        (10,427,683)


Proceeds from issuance of option                                 ---          ---            100           ---                100

Accretion of Trust Fund relating to common stock
     subject to possible conversion                              ---          ---        (71,711)          ---            (71,711)

Net income for the period                                        ---          ---            ---       185,122            185,122
------------------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 2005                                    11,900,000      996     42,998,076       185,122         43,184,194

Accretion of Trust Fund relating to common stock
subject to possible conversion                                   ---          ---       (201,652)          ---           (201,652)

Net income for the period                                        ---          ---            ---       298,989            298,989
------------------------------------------------------------------------------------------------------------------------------------

Balance, June 30, 2006                                        11,900,000  $   996    $42,796,424     $ 484,111        $43,281,531
                                                              ==========  =======    ===========     =========        ===========



     The accompanying notes are an integral part of these financial statements.


                                       5


                                                                                                         PARAMOUNT ACQUISITION CORP.
                                                                                                    (A DEVELOPMENT STAGE ENTERPRISE)
                                                                                      CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                                                                      FOR THE SIX MONTHS ENDED JUNE 30, 2006 AND THE
                                                                               PERIOD FROM JUNE 1, 2005 (INCEPTION) TO JUNE 30, 2006
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     Period from
                                                                                               For the Six           June 1, 2005
                                                                                                  Months             (inception)
                                                                                                  Ended                   to
                                                                                              June 30, 2006         June 30, 2006
------------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES
       Net income                                                                            $     298,989         $      484,111
       Adjustments to reconcile net income to net cash provided by operating activities:
       Prepaid expenses                                                                           (237,147)              (456,219)
       Accrued expenses                                                                            305,108                394,217
       Income taxes payable                                                                        (78,800)                13,100
                                                                                             --------------         --------------
             Net cash provided by operating activities                                             288,150                435,209
                                                                                             --------------         --------------

CASH FLOWS USED IN INVESTING ACTIVITIES
   Investments held in Trust Fund                                                               (1,008,762)           (53,531,997)
                                                                                             --------------         --------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Gross proceeds from sale of units                                                                    -              58,650,000
   Proceeds from sale of shares of common stock                                                         -                  25,000
   Proceeds from issuance of option                                                                     -                     100
   Payments of deferred offering costs                                                                  -              (5,176,634)
                                                                                             --------------         --------------
                 Net cash provided by financing activities                                              -              53,498,466
                                                                                             --------------         --------------
Net (decrease) increase in cash                                                                   (720,612)               401,678
Cash at beginning of the period                                                                  1,122,290                      -
                                                                                             --------------         --------------
Cash at end of the period                                                                          401,678                401,678
                                                                                             ==============         ==============
Supplemental disclosure of cash flow information:
         Accretion of Trust Fund relating to common stock subject to possible conversion           201,652                273,363
         Income taxes and franchise taxes paid                                                     131,129                131,129




     The accompanying notes are an integral part of these unaudited condensed
financial statements.



                                       6

                                                     PARAMOUNT ACQUISITION CORP.
                               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                                (A DEVELOPMENT STAGE ENTERPRISE)

1. INTERIM FINANCIAL
   INFORMATION            These unaudited condensed financial statements as of
                          June 30, 2006, for the quarter ended June 30, 2006,
                          for the six months ended June 30, 2006, for the period
                          from June 1, 2005 (Inception) to June 30, 2005 and for
                          the period June 1, 2005 (inception) to June 30, 2006,
                          have been prepared in accordance with accounting
                          principles generally accepted in the United States of
                          America for interim financial information and with the
                          instructions to Form 10-QSB. Accordingly, they do not
                          include all of the information and footnotes required
                          by accounting principles generally accepted in the
                          United States of America for complete financial
                          statements. In the opinion of management, all
                          adjustments (consisting of normal recurring accruals)
                          considered necessary for a fair presentation have been
                          included. Operating results for the interim period
                          presented are not necessarily indicative of the
                          results to be expected for any other interim period or
                          for the full year.

                          These unaudited condensed financial statements should
                          be read in conjunction with the financial statements
                          and notes thereto for the fiscal year ended December
                          31, 2005 included in Paramount Acquisition Corp.'s
                          (the "Company") Form 10-KSB for the period year ended
                          December 31, 2005, which was filed on March 31, 2006.
                          The accounting policies used in preparing these
                          unaudited condensed financial statements are
                          consistent with those described in the December 31,
                          2005 financial statements.

2. ORGANIZATION AND
   BUSINESS OPERATIONS    The Company was incorporated in Delaware on June 1,
                          2005 as a blank check company whose objective is to
                          acquire an operating business in the healthcare
                          industry.

                          The registration statement for the Company's initial
                          public offering ("Offering") was declared effective
                          October 21, 2005. The Company consummated the Offering
                          on October 27, 2005. In addition, on October 31, 2005
                          and November 1, 2005 the Company issued shares
                          pursuant to an over-allotment option for the Offering,
                          receiving total gross proceeds of $58,650,000 for the
                          entire offering.

                          All activity from June 1, 2005 through October 27,
                          2005 related to the Company's formation and initial
                          public offering are described below. Since October 28,
                          2005, the Company has been searching for a target
                          business to acquire.

                          The Company's management has broad discretion with
                          respect to the specific application of the net
                          proceeds of this Offering, although substantially all
                          of the net proceeds of this Offering are intended to
                          be generally applied toward consummating a business
                          combination with an operating business in the
                          healthcare industry ("Business Combination").
                          Furthermore, there is no assurance that the Company
                          will be able to successfully effect a Business
                          Combination. An aggregate of $52,164,500 (including
                          the over-allotment option described in Note 5), before
                          any interest earned, has been deposited in an
                          interest-bearing trust


                                       7

                                                     PARAMOUNT ACQUISITION CORP.
                               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                                (A DEVELOPMENT STAGE ENTERPRISE)

                          account ("Trust Account") until the earlier of (i) the
                          consummation of a Business Combination or (ii)
                          liquidation of the Company. Under the agreement
                          governing the Trust Account, funds will only be
                          invested in United States "government securities"
                          within the meaning of Section 2(a)(16) of the
                          Investment Company Act of 1940 with a maturity of 180
                          days or less or in money market funds meeting certain
                          conditions under Rule 2a-7 promulgated under the
                          Investment Company Act of 1940. The remaining net
                          proceeds of $1,308,866 (not held in the Trust Account)
                          may be used to pay for business, legal and accounting
                          due diligence on prospective acquisitions and
                          continuing general and administrative expenses.

                          The Company, after signing a definitive agreement for
                          the acquisition of a target business, will submit such
                          transaction for stockholder approval. In the event
                          that stockholders owning 20% or more of the shares
                          sold in the Offering vote against the Business
                          Combination and exercise their conversion rights
                          described below, the Business Combination will not be
                          consummated.

                          All of the Company's stockholders prior to the
                          Offering, including all of the officers and directors
                          of the Company ("Initial Stockholders"), have agreed
                          to vote their 2,125,000 founding shares of common
                          stock in accordance with the vote of the majority in
                          interest of all other stockholders of the Company
                          ("Public Stockholders") with respect to any Business
                          Combination. After consummation of a Business
                          Combination, these voting safeguards will no longer be
                          applicable.

                          With respect to a Business Combination which is
                          approved and consummated, any Public Stockholder who
                          voted against the Business Combination may demand that
                          the Company convert his shares. The per share
                          conversion price will equal the amount in the Trust
                          Account, calculated as of two business days prior to
                          the consummation of the proposed Business Combination,
                          divided by the number of shares of common stock held
                          by Public Stockholders at the consummation of the
                          Offering. Accordingly, Public Stockholders holding
                          19.99% of the aggregate number of shares owned by all
                          Public Stockholders may seek conversion of their
                          shares in the event of a Business Combination. Such
                          Public Stockholders are entitled to receive their per
                          share interest in the Trust Account computed without
                          regard to the shares held by Initial Stockholders.

                          The Company's Certificate of Incorporation provides
                          for mandatory liquidation of the Company in the event
                          that the Company does not consummate a Business
                          Combination within 18 months from the date of the
                          consummation of the Offering, or 24 months from the
                          consummation of the Offering if certain extension
                          criteria have been satisfied. In the event of
                          liquidation, it is likely that the per share value of
                          the residual assets remaining available for
                          distribution (including Trust Account assets) will be
                          less than the initial public offering price per share
                          in the Offering due to costs related to the Offering
                          and since no value would be


                                       8

                                                     PARAMOUNT ACQUISITION CORP.
                               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                                (A DEVELOPMENT STAGE ENTERPRISE)

                          attributed to the Warrants contained in the Units
                          sold.

                          Management does not believe that any recently issued,
                          but not yet effective, accounting standards if
                          currently adopted would have a material effect on the
                          accompanying condensed unaudited financial statements.

3. RELATED PARTY
   TRANSACTIONS           The Company presently occupies office space provided
                          by an affiliate of the Company's executive officers.
                          Such affiliate has agreed that, until the acquisition
                          of a target business by the Company, it will make such
                          office space, as well as certain office and
                          secretarial services, available to the Company, as may
                          be required by the Company from time to time. The
                          Company has agreed to pay such affiliate $7,500 per
                          month for such services commencing on October 21, 2005
                          and ending upon the consummation of a Business
                          Combination. For the three and six months ended June
                          30, 2006, the Company has paid $22,500 and $45,000
                          respectively, to such affiliate pursuant to this
                          agreement.

4. COMMITMENT AND
   CONTINGENCIES          Pursuant to letter agreements dated July 25, 2005 with
                          the Company and Early Bird Capital, Inc., the
                          representative of the underwriters in the offering
                          ("Representative"), the Initial Stockholders have
                          waived their right to receive distributions with
                          respect to their founding shares upon the Company's
                          liquidation.

                          The Company's directors have agreed with the
                          Representative that, after consummation of the
                          Offering and within the first three month period after
                          separate trading of the Warrants has commenced, they
                          or certain of their affiliates or designees will
                          collectively purchase up to $1,750,000 of Warrants in
                          the public marketplace at prices not to exceed $0.70
                          per Warrant. As of June 30, 2006, the three month
                          committment period has expired. Pursuant to the
                          commitment, the directors purchased an aggregate of
                          883,000 warrants at prices ranging from $.667 to $.70
                          per warrant.

                          The Initial Stockholders are entitled to registration
                          rights with respect to their founding shares pursuant
                          to an agreement dated October 21, 2005. The holders of
                          the majority of these shares are entitled to make up
                          to two demands that the Company register these shares
                          at any time commencing three months prior to October
                          21, 2008. In addition, the Initial Stockholders have
                          certain "piggy-back" registration rights on
                          registration statements filed subsequent to October
                          21, 2008.

5. INITIAL PUBLIC
   OFFERING               On October 21, 2005, the Company sold 8,500,000 units
                          ("Units") in the Offering at $6.00 per Unit. During
                          October 31, 2005 and November 1, 2005 the Company sold
                          an additional aggregate 1,275,000 units pursuant to an
                          over-allotment option of the Offering. The total gross
                          proceeds from the total offering including the
                          over-allotment amounted to $58,650,000. After payments
                          of all offering costs, the net proceeds to the Company
                          amounted to $53,473,366. Each Unit consists of one
                          share of the Company's common stock, $.0001 par value,
                          and two Redeemable


                                       9

                                                     PARAMOUNT ACQUISITION CORP.
                               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                                (A DEVELOPMENT STAGE ENTERPRISE)

                          Common Stock Purchase Warrants ("Warrants"). Each
                          Warrant entitles the holder to purchase from the
                          Company one share of common stock at an exercise price
                          of $5.00 commencing the later of the completion of a
                          Business Combination or one year from the effective
                          date of the Offering and expiring four years from the
                          effective date of the Offering. The Warrants will be
                          redeemable by the Company, upon prior written consent
                          of the Representative, at a price of $.01 per Warrant
                          upon 30 days' notice after the Warrants become
                          exercisable, only in the event that the last sale
                          price of the common stock is at least $8.50 per share
                          for any 20 trading days within a 30 trading day period
                          ending on the third day prior to the date on which
                          notice of redemption is given. In connection with this
                          Offering, the Company issued an option, for $100, to
                          the Representative to purchase 425,000 Units at an
                          exercise price of $7.50 per Unit. The warrants
                          underlying such Units are exercisable at $6.25 per
                          share. The Company has accounted for the fair value of
                          the option, inclusive of the receipt of the $100 cash
                          payment, as an expense of the public offering
                          resulting in a charge directly to stockholders'
                          equity. The Company estimates that the fair value of
                          this option is approximately $922,250 ($2.17 per Unit)
                          using a Black-Scholes option-pricing model. The fair
                          value of the option granted to the Representative is
                          estimated as of the date of grant using the following
                          assumptions: (1) expected volatility of 42.875%, (2)
                          risk-free interest rate of 4.03% and (3) expected life
                          of 5 years. The option may be exercised for cash or on
                          a "cashless" basis at the holder's option, such that
                          the holder may use the appreciated value of the option
                          (the difference between the exercise prices of the
                          option and the underlying Warrants and the market
                          price of the Units and underlying securities) to
                          exercise the option without the payment of any cash.


                                       10



ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The following discussion should be read in conjunction with our Condensed
Financial Statements and footnotes thereto contained in this report.

FORWARD LOOKING STATEMENTS

     All statements other than statements of historical fact included in this
Form 10-QSB including, without limitation, statements under "Management's
Discussion and Analysis or Plan of Operation" regarding our financial position,
business strategy and the plans and objectives of management for future
operations, are forward looking statements. When used in this Form 10-QSB, words
such as "anticipate," "believe," "estimate," "expect," "intend" and similar
expressions, as they relate to us or our management, identify forward looking
statements. Such forward looking statements are based on the beliefs of
management, as well as assumptions made by, and information currently available
to, our management. Actual results could differ materially from those
contemplated by the forward looking statements as a result of certain factors
detailed in our filings with the Securities and Exchange Commission. All
subsequent written or oral forward looking statements attributable to us or
persons acting on our behalf are qualified in their entirety by this paragraph.

OVERVIEW

     We were formed on June 1, 2005, to serve as a vehicle to effect a merger,
capital stock exchange, asset acquisition or other similar business combination
with an operating business in the healthcare industry. We intend to utilize cash
derived from the proceeds of our recently completed public offering, our capital
stock, debt or a combination of cash, capital stock and debt, in effecting a
business combination.

RESULTS OF OPERATIONS

     For the three months ended June 30, 2006, we had a net income of $202,979
consisting of $479,594 of interest income on the trust fund and operating
account offset by $276,615 of general, selling and administrative expenses.

     For the six months ended June 30, 2006, we had a net income of $298,989
consisting of $1,025,783 of interest income on the trust fund and operating
account offset by $726,794 of general, selling and administrative expenses.

     For the period from June 1, 2005 (inception) to June 30, 2006, we had a net
income of $484,111 consisting of $1,392,928 of interest income on the trust fund
and operating account offset by $797,651 of general, selling and
administrative expenses and $111,166 of income tax expense.

     FINANCIAL CONDITION AND LIQUIDITY

     We consummated our initial public offering on October 27, 2005. In
addition, on October 31, 2005 and November 1, 2005, the Company issued shares
pursuant to an over-allotment option for the offering, receiving total gross
proceeds of $58,650,000. All activity from June 1, 2005 through October 27, 2005
related to our formation and our initial public offering. Since October 28,
2005, we have been searching for prospective target businesses to acquire.
$52,164,500 of the net proceeds of our initial public offering were deposited in
a trust fund, with the remaining net proceeds of $1,308,866 to pay for business,
legal and accounting due diligence on prospective acquisitions and continuing
general and administrative expenses. We will use the majority of the net
proceeds of our initial public offering not held in trust to identify and
evaluate prospective acquisition candidates, select the target business, and
structure, negotiate and


                                       11


consummate the business combination. We intend to utilize our cash, including
the funds held in the trust fund, capital stock, debt or a combination of the
foregoing to effect a business combination. To the extent that our capital stock
or debt securities are used in whole or in part as consideration to effect a
business combination, the proceeds held in the trust fund as well as any other
available cash will be used to finance the operations of the target business. At
June 30, 2006, we had current assets outside of the trust fund of $857,897 and
total liabilities of $407,317, leaving us with working capital $450,580. We
believe that we have sufficient available funds outside of the trust fund to
operate through November 30, 2006, assuming that a business combination is not
consummated during that time. However, we may need to raise additional funds
through a private offering of debt or equity securities if such funds are
required to consummate a business combination that is presented to us. We would
only consummate such a financing simultaneously with the consummation of a
business combination.

     We are obligated to pay to Paramount BioCapital Asset Management, an
affiliate of the Company's executive officer, a monthly fee of $7,500 for
general and administrative services.

     In connection with our initial public offering, we issued an option, for
$100, to the Representative to purchase 425,000 units at an exercise price of
$7.50 per unit, with each unit consisting of one share of common stock and two
warrants. The warrants underlying such units are exercisable at $6.25 per share.
We accounted for the fair value of the option, inclusive of the receipt of the
$100 cash payment, as an expense of the public offering resulting in a charge
directly to stockholders' equity. We estimated that the fair value of this
option was approximately $922,250 ($2.17 per Unit) using a Black-Scholes
option-pricing model. The fair value of the option granted to the Representative
was estimated as of the date of grant using the following assumptions: (1)
expected volatility of 42.875%, (2) risk-free interest rate of 4.03% and (3)
expected life of 5 years. The option may be exercised for cash or on a
"cashless" basis, at the holder's option, such that the holder may use the
appreciated value of the option (the difference between the exercise prices of
the option and the underlying warrants and the market price of the units and
underlying securities) to exercise the option without the payment of any cash.

ITEM 4.  CONTROLS AND PROCEDURES.

     Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed in company
reports filed or submitted under the Securities Exchange Act of 1934 (the
"Exchange Act") is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in
company reports filed or submitted under the Exchange Act is accumulated and
communicated to management, including our chief executive officer and treasurer,
as appropriate to allow timely decisions regarding required disclosure.

     As required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief
executive officer carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures as of June 30, 2006. His
evaluation was carried out with the participation of other members of our
management. Based upon their evaluation, he concluded that our disclosure
controls and procedures were effective.

     Our internal control over financial reporting is a process designed by, or
under the supervision of, our chief executive officer and effected by our board
of directors, management and other personnel, to provide reasonable assurance
regarding the reliability of our financial reporting and the preparation of our
financial statements for external purposes in accordance with generally accepted
accounting principles (United States). Internal control over financial reporting
includes policies and procedures that pertain to the maintenance of records that
in reasonable detail accurately and fairly reflect the transactions and
dispositions


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of our assets; provide reasonable assurance that transactions are recorded as
necessary to permit preparation of our financial statements in accordance with
generally accepted accounting principles (United States), and that our receipts
and expenditures are being made only in accordance with the authorization of our
board of directors and management; and provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of our assets that could have a material effect on our financial statements.

     During the most recently completed fiscal quarter, there has been no change
in our internal control over financial reporting that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.


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                                     PART II

                                OTHER INFORMATION

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

     On October 27, 2005, we closed our initial public offering of 8,500,000
units with each unit consisting of one share of our common stock and two
warrants, each to purchase one share of our common stock at an exercise price of
$5.00 per share. On October 31, 2005 and November 1, 2005, we consummated the
closing of an aggregate of 1,275,000 additional units which were subject to the
over-allotment option. The units were sold at an offering price of $6.00 per
unit, generating total gross proceeds of $58,650,000. The managing underwriter
in the offering was EarlyBirdCapital, Inc. The securities sold in the offering
were registered under the Securities Act of 1933 on a registration statement on
Form S-1 (No. 333-127149). The Securities and Exchange Commission declared the
registration statement effective on October 21, 2005.

     We paid a total of $4,105,500 in underwriting discounts and commissions and
$1,071,134 for other costs and expenses related to the offering, including
$510,000 for the underwriters' non-accountable expense allowance of 1% of the
gross proceeds on the initial closing only.

     After deducting the underwriting discounts and commissions and the offering
expenses, the total net proceeds to us from the offering were $53,473,366, of
which $52,164,500 was deposited into the trust account and the remaining
proceeds of $1,308,866 became available to be used to provide for business,
legal and accounting due diligence on prospective business combinations and
continuing general and administrative expenses.

     For a description of the use of the proceeds generated in our initial
public offering, see Part I, Item 2 of this Form 10-QSB.

ITEM 6:  EXHIBITS

     (a) Exhibits:

         31 - Section 302 Certification by CEO

         32 - Section 906 Certification by CEO



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                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                     PARAMOUNT ACQUISITION CORP.



Dated:  August 15, 2006
                                                     /s/ J. Jay Lobell
                                                     -----------------
                                                     J. Jay Lobell
                                                     Chief Executive Officer
                                                     (Principal Executive and
                                                     Financial and Accounting
                                                     Officer)




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