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

                                   FORM 10-QSB

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

                    For the quarter ended September 30, 2006

[ ] TRANSITION UNDER SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934


                           COMMISSION FILE NO. 0-51091


                             AEROBIC CREATIONS, INC.
                           ---------------------------
              (Exact name of small business issuer in its charter)

            DELAWARE                                      20-0781155
      ----------------------                      ---------------------------
     (State of incorporation)                    (I.R.S. Employer File Number)



                   47 SCHOOL AVENUE, CHATHAM, NEW JERSEY 07928
                   -------------------------------------------
                    (Address of principal executive offices)


                                 (973) 635-4047
                                 --------------
                (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 Securities Exchange Act of 1934 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 [ ]

State the number of shares  outstanding of each of the issuer's common equity as
of the last  practicable  date:  As of October 23,  2006,  there were  2,060,000
shares of common stock, par value $.001, issued and outstanding.

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

<PAGE>

                             AEROBIC CREATIONS, INC.
                         QUARTERLY REPORT ON FORM 10-QSB
                        QUARTER ENDED SEPTEMBER 30, 2006

                                Table of Contents

<TABLE>
<CAPTION>
<S>     <C>                                                                            <C>
PART I  FINANCIAL INFORMATION                                                          PAGE

ITEM 1. FINANCIAL STATEMENTS
            Balance Sheets as of September 30, 2006 (Unaudited)

                  and December 31, 2005                                                   3

            Statements of Operations - Cumulative  During the Development  Stage
                  (February  25, 2004 to  September  30, 2006) and for the Three
                  and Nine Months Ended September 30, 2006 and 2005 (Unaudited)           4

            Statements of Cash Flow - Cumulative During the
                  Development Stage (February 25, 2004 to September 30, 2006)
                  and for the Nine Months Ended
                  September 30, 2006 and 2005 (Unaudited)                                 5

            Notes to Interim Financial Statements (Unaudited)                             6

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR
         PLAN OF OPERATION                                                               11

ITEM 3.  CONTROLS AND PROCEDURES                                                         13

PART II  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                                               15

ITEM 2.  CHANGE IN SECURITIES AND USE OF PROCEEDS                                        15

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                                 15

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
         HOLDERS DISCLOSURES                                                             15

ITEM 5.  OTHER INFORMATION                                                               15

ITEM 6.  EXHIBITS                                                                        16

SIGNATURES                                                                               17
</TABLE>

                           FORWARD-LOOKING STATEMENTS

         Certain  statements  made in this  Quarterly  Report on Form 10-QSB are
"forward-looking  statements"  regarding the plans and  objectives of management
for future  operations  and  market  trends and  expectations.  Such  statements
involve known and unknown risks,  uncertainties and other factors that may cause
our actual results,  performance or achievements to be materially different from
any future  results,  performance or  achievements  expressed or implied by such
forward-looking  statements.  The forward-looking statements included herein are
based on current expectations that involve numerous risks and uncertainties. Our
plans and objectives are based, in part, on assumptions  involving the continued
expansion  of  our  business.  Assumptions  relating  to the  foregoing  involve
judgments with respect to, among other things, future economic,  competitive and
market conditions and future business  decisions,  all of which are difficult or
impossible  to predict  accurately  and many of which are  beyond  our  control.
Although  we  believe  that  our  assumptions   underlying  the  forward-looking
statements are reasonable,  any of the assumptions  could prove  inaccurate and,
therefore,  there  can  be no  assurance  that  the  forward-looking  statements
included in this report will prove to be accurate.  In light of the  significant
uncertainties  inherent in the  forward-looking  statements included herein, the
inclusion of such information  should not be regarded as a representation  by us
or any other person that our objectives and plans will be achieved. We undertake
no obligation to revise or update  publicly any  forward-looking  statements for
any reason.  The terms "we",  "our",  "us", or any derivative  thereof,  as used
herein  refer to  Aerobic  Creations,  Inc.,  a  Delaware  corporation,  and its
predecessors.

<PAGE>

                         PART I - FINANCIAL INFORMATION:
                         -------------------------------

ITEM 1. FINANCIAL STATEMENTS

                             AEROBIC CREATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                    SEPTEMBER 30,     DECEMBER 31,
                                                                        2006              2005
                             ASSETS                                  (UNAUDITED)       (AUDITED)
                                                                     ----------------------------

<S>                                                                  <C>               <C>
Cash                                                                 $   11,832        $   12,010
                                                                     ----------        ----------

TOTAL ASSETS                                                         $   11,832        $   12,010
                                                                     ==========        ==========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
Accounts payable and accrued liabilities                             $    5,603        $    4,210
                                                                     ----------        ----------

Total liabilities                                                         5,603             4,210
                                                                     ----------        ----------

SHAREHOLDERS' EQUITY
Authorized:
99,000,000 common shares with a par value of $0.001 and
1,000,000 preferred shares with a par value of $0.001
Issued:
2,060,000 common shares (December 31, 2005- 360,000)                      2,060               360
Additional Paid-in Capital                                              108,970            43,840
Deficit accumulated during the development stage                       (104,801)          (36,400)
                                                                     ----------        ----------
   Total shareholders' equity                                             6,229             7,800
                                                                     ----------        ----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                           $   11,832        $   12,010
                                                                     ==========        ==========
COMMITMENTS AND CONTINGENCIES (Note 1)
</TABLE>

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

                                       3
<PAGE>

                             AEROBIC CREATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                 February 25, 2004          Three Months Ended               Nine Months Ended
                                  (Inception) to               September 30,                   September 30,
                                September 30, 2006         2006            2005            2006             2005
                                ------------------    ----------------------------      --------------------------

<S>                               <C>                 <C>               <C>             <C>              <C>
Revenues                          $         -         $          -      $        -      $         -      $       -
                                  -----------         ----------------------------      --------------------------

Expenses
    Office and general                 23,653                5,978             229            8,461          1,045
    Professional fees                  81,148                1,500           1,808           59,940         14,540
                                  -----------         ----------------------------      --------------------------

    Total expenses                    104,801                7,478           2,037           68,401         15,585
                                  -----------         ----------------------------      --------------------------

Net Loss                          $  (104,801)        $     (7,478)     $   (2,037)     $   (68,401)     $ (15,585)
                                  ===========         ============================      ==========================

Basic and Diluted Loss Per
Common Share                                          $      (0.00)     $    (0.01)     $     (0.07)     $   (0.04)
                                                      ============================      ==========================

Weighted Average number of
    Common Shares outstanding                            2,046,111         360,000        1,027,033        360,000
                                                      ============================      ==========================
</TABLE>

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

                                       4
<PAGE>

                             AEROBIC CREATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                         February 25, 2004          Nine Months Ended
                                                          (Inception) to               September 30,
                                                        September 30, 2006        2006              2005
                                                       -----------------------------------------------------

<S>                                                       <C>                  <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                  $  (104,801)         $  (68,401)       $  (15,585)

Non-cash items:
  Common stock issued for services                            1,830               1,830                 -
Changes in non cash working capital items:
  Increase (decrease) in accounts payable &
      accrued liabilities                                       5,603               1,393            (2,063)
                                                          -------------------------------------------------

    Net cash utilized by operations                           (97,368)            (65,178)          (17,648)
                                                          -------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Contributed capital                                            15,000              15,000                 -
Common Stock issued for cash, net                              94,200              50,000                 -
                                                          -------------------------------------------------

Net cash provided by financing activities                     109,200              65,000                 -
                                                          -------------------------------------------------

Increase (decrease) in cash                                    11,832                (178)          (17,648)

Cash beginning                                                      -              12,010            31,395
                                                          -------------------------------------------------

Cash ending                                               $    11,832          $   11,832        $   13,747
                                                          =================================================
</TABLE>

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

                                       5
<PAGE>

                             AEROBIC CREATIONS INC.
                          (A DEVELOPMENT STAGE COMPANY)
                               SEPTEMBER 30, 2006
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 1 - NATURE AND CONTINUANCE OF OPERATIONS

Aerobic Creations,  Inc. was initially  organized under the laws of the State of
Nevada on February  25, 2004  ("Aerobic  Nevada").  Effective  August 21,  2006,
Aerobic Nevada completed a merger with and into Aerobic Creations, Inc., a newly
formed  corporation  organized  under  the laws of  Delaware  of the  same  name
("Aerobic" or the "Company")  with Aerobic  becoming the surviving  corporation.
Aerobic was created with the sole  purpose of migrating  the Company from Nevada
to Delaware.  The separate  existence of the Nevada organized Aerobic Creations,
Inc. ceased on August 21, 2006 in accordance  with the applicable  provisions of
the Nevada Revised Statutes.

Prior to June 14,  2006,  Aerobic's  sole  business  activities  were devoted to
developing  a  distribution  and  marketing  business  for the sale of  aerobics
workout DVD's.  The Company,  however,  never  recognized any revenue from these
activities and spent little money on activities other then those associated with
the filing of its required quarterly and annual reports with the U.S. Securities
and  Exchange   Commission  (SEC).   Historical  expenses  consisted  mainly  of
professional fees.

Since June 15, 2006, Aerobic has ceased its limited  development  activities and
has had no business operations, revenues, nor employees and has no specific plan
other  than  to  engage  in a  merger  or  acquisition  transaction  with  a yet
unidentified private operating company.

GOING CONCERN

These  financial  statements  have been prepared on a going concern  basis.  The
Company has incurred losses since inception  resulting in an accumulated deficit
of $104,801 at September  30, 2006 and further  losses are  anticipated  raising
substantial  doubt about the Company's  ability to continue as a going  concern.
Its ability to continue as a going concern is dependent  upon the ability of the
Company to obtain the necessary  financing to meet its obligations and repay its
liabilities  arising  from  normal  business  operations  when  they  come  due.
Management has plans to seek additional  finance  through private  placements of
its common stock and/or loans from directors.  These financial statements do not
include any adjustments  relating to the  recoverability  and  classification of
recorded assets, or the amounts of and  classification of liabilities that might
be necessary in the event the Company cannot continue.


                                       6
<PAGE>

                             AEROBIC CREATIONS INC.
                          (A DEVELOPMENT STAGE COMPANY)
                               SEPTEMBER 30, 2006
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                                   (UNAUDITED)

UNAUDITED INTERIM FINANCIAL STATEMENTS

The accompanying  unaudited interim  financial  statements have been prepared in
accordance  with United States  generally  accepted  accounting  principles  for
interim  financial  information  and with the  instructions  to Form  10-QSB  of
Regulation S-B. They may not include all  information and footnotes  required by
United States generally  accepted  accounting  principles for complete financial
statements.  However,  except as disclosed  herein,  there have been no material
changes in the  information  disclosed in the notes to the financial  statements
for the period ended  December 31, 2005  included in the  Company's  Form 10-KSB
filed with the SEC. The interim unaudited financial statements should be read in
conjunction with those financial  statements included in the Form 10-KSB. In the
opinion  of  Management,   all  adjustments  considered  necessary  for  a  fair
presentation, consisting solely of normal recurring adjustments, have been made.
Operating results for the three and nine months ended September 30, 2006 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2006.

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of presentation

The financial  statements  of the Company have been prepared in accordance  with
generally accepted accounting principles in the United States of America and are
expressed in U.S. dollars.

(b) Development Stage Enterprise

The  Company  is  a  development  stage  enterprise,  as  defined  in  Financial
Accounting Standards Board Statement ("SFAS") No. 7. The Company is devoting all
of its present  efforts to identifying and acquiring an operating  business.  No
principal  operations  have yet commenced and  accordingly,  no revenue has been
derived during the organizational period.

(c) Use of Estimates and Assumptions

The  preparation  of  financial  statements  in  conformity  with United  States
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosures  of contingent  assets and  liabilities at the date of the financial
statements,  and the  reported  amounts  of  revenues  and  expenses  during the
reporting period. Actual results could differ from those estimates.


                                       7
<PAGE>

                             AEROBIC CREATIONS INC.
                          (A DEVELOPMENT STAGE COMPANY)
                               SEPTEMBER 30, 2006
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

(d) Fair Value of Financial Instruments

In accordance  with the  requirements  of SFAS No. 107  "Disclosures  about Fair
Value of Financial  Instruments",  management  has determined the estimated fair
value  of  financial   instruments   using  available  market   information  and
appropriate  valuation  methodologies.  The fair value of financial  instruments
classified  as current  liabilities  (i.e.  accounts  payable)  approximate  the
carrying value due to the short-term maturity of their instruments.

(e) Income Taxes

The Company has adopted and accounts for income taxes pursuant to the provisions
of SFAS No. 109,  "Accounting  for Income Taxes".  Pursuant to SFAS No. 109, the
Company  is  required  to compute  tax asset for net  operating  losses  carried
forward.  Potential  benefit of net operating losses have not been recognized in
the accompanying  financial  statements because the Company cannot be assured it
is more likely than not it will utilize the net operating losses carried forward
in future years.

(f) Loss per Share

The  Company  computes  net loss per  share in  accordance  with  SFAS No.  128,
"Earnings  per  Share".  SFAS No. 128  requires  presentation  of both basic and
diluted  earnings per share (EPS) on the face of the  statement  of  operations.
Basic  EPS is  computed  by  dividing  net  income  (loss)  available  to common
shareholders  (numerator) by the weighted  average number of shares  outstanding
(denominator)  during the period.  Diluted EPS gives  effect to all  potentially
dilutive  common shares  outstanding  during the period using the treasury stock
method and convertible  preferred stock using the converted method. In computing
diluted EPS, the average stock price for the period is used in  determining  the
number of shares  assumed to be purchased  from the exercise of stock options or
warrants.  Diluted EPS excludes all potentially  dilutive shares if their effect
is  anti-dilutive.   The  Company  has  not  issued  any  potentially   dilutive
instruments  since inception and accordingly  diluted loss per share is equal to
basic loss per share.

(g) Stock-Based Compensation

The Company  has not  adopted a stock  option plan and has not granted any stock
options. Accordingly no stock-based compensation has been recorded to date.


                                       8
<PAGE>

                             AEROBIC CREATIONS INC.
                          (A DEVELOPMENT STAGE COMPANY)
                               SEPTEMBER 30, 2006
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                                   (UNAUDITED)

(h) Comprehensive Income

SFAS No.  130,  "Reporting  Comprehensive  Income,"  establishes  standards  for
reporting  and  presentation  of  comprehensive   income,   its  components  and
accumulated balances.  Comprehensive income is defined to include all changes in
equity except those resulting from  investments by owners and  distributions  to
owners.  Among other  disclosures,  SFAS No.130 requires that all items that are
required to be recognized  under current  accounting  standards as components of
comprehensive income be reported in a financial statement that is presented with
the same prominence as other financial  statements.  The Company has not had any
transactions requiring disclosure of comprehensive income.

Note 3 - COMMON STOCK

Pursuant the migratory  merger,  as described in Note 1, the Company adopted the
share capital of Aerobic Creations Inc., the Delaware Corporation.  Consequently
the Company's  authorized  share capital changed to 99,000,000  shares of common
stock with a par value of $0.001  per share and  1,000,000  shares of  preferred
stock with a par value of $0.001 per share. The Preferred Stock may be issued in
one  or  more  series  with  such   designations,   preferences   and   relative
participating, optional or other special rights and qualifications,  limitations
or restrictions  thereof,  as shall be stated in the resolutions  adopted by the
Company's Board of Directors  providing for the issuance of such Preferred Stock
or series thereof.

As of August 21,  2006,  pursuant the  migratory  merger as described in Note 1,
every five issued and outstanding  shares of Aerobic  Creations Inc., the Nevada
Corporation,  will convert into one share of Company's  common stock.  All share
and per share information in these unaudited financial  statements are presented
as if the  reverse  stick  split  resulting  from the  merger  took place at the
beginning of all periods presented.

During the nine months ended  September  30, 2006 the Company  issued  1,640,000
shares of common stock for cash  proceeds of $50,000 and 60,000 shares of common
stock for services rendered with a fair value of $1,830.

A shareholder  contributed $15,000 for working capital purposes.  No shares were
issued in  consideration  of the $15,000 and the  contribution  was  recorded as
Additional Paid-in Capital.


                                       9
<PAGE>

                             AEROBIC CREATIONS INC.
                          (A DEVELOPMENT STAGE COMPANY)
                               SEPTEMBER 30, 2006
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 4 - RELATED PARTIES

During the nine months  ended  September  30, 2006 the  Company  issued  328,000
shares of common stock to a director and received  cash  proceeds of $10,000 and
60,000 shares of common stock with affair value of $1,830 to its Chief Financial
Office for services rendered.




                                       10
<PAGE>

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

USE OF FORWARD- LOOKING STATEMENTS

Some of the  statements  in this  Form  10-QSB,  including  some  statements  in
"Management's  Discussion and Analysis or Plan of Operation" are forward-looking
statements  about  what  may  happen  in the  future.  They  include  statements
regarding our current beliefs, goals, and expectations about matters such as our
expected financial position and operating  results,  our business strategy,  and
our financing plans.  These statements can sometimes be identified by our use of
forward-looking  words such as  "anticipate",  "estimate",  "expect",  "intend",
"may",   "will",  and  similar   expressions.   We  cannot  guarantee  that  our
forward-looking  statements  will turn out to be correct or that our beliefs and
goals will not change.  We undertake no obligation to revise or update  publicly
any  forward-looking  statement for any reason. Our actual results could be very
different  from and worse that our  expectations  for various  reasons.  You are
urged  to  carefully  consider  these  factors,  as  well as  other  information
contained in this Form 10-QSB and in our other  periodic  reports and  documents
filed with the Securities and Exchange Commission ("SEC").

In our Form 10- KSB filed with the SEC for they year ended December 31, 2005 and
in the notes to the  unaudited  financial  statements  for this report,  we have
identified critical accounting policies and estimates for our business.

PLAN OF OPERATION

We were  initially  organized  under the laws of the State of Nevada on February
25, 2004.  On August 21, 2006 we  reincorporated  as a Delaware  corporation  by
completing  a merger  with and into a  Delaware  corporate  with the same  name.
Aerobic's  business  prior  to  June  14,  2006  was  devoted  to  developing  a
distribution  and  marketing  business for the sale of aerobics  workout  DVD's.
Since June 15, 2006, Aerobic has ceased these development  activities and had no
operations,  revenues  or  employees.  Accordingly,  Aerobic  today  is a "shell
company"  within the meaning  assigned that term in Rule 12b-2 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

On April 12, 2006,  Bartly J. Loethen  purchased a total of 1,000,000  shares of
restricted  common  stock  from  Nicole  Funk and Norm  Funk,  our then  current
officers and directors,  (collectively  representing  approximately 55.6% of the
then  total  issued  and  outstanding  shares of our  common  stock) for a total
purchase price of $75,000.

Effective  April 12,  2006,  Norm Funk  resigned as director and  secretary  and
Bartly J. Loethen was appointed by Nicole Funk, our sole remaining director,  to
replace Norm Funk as a director.  Effective April 13, 2006, Nicole Funk resigned
as a director and officer and was replaced by Bartly J. Loethen,  who became our
sole officer and director.

On May 31, 2006 we entered into an agreement with MBA Investors,  Ltd ("MBA") to
assist us in evaluating  possible  business  options.  MBA's  services  included
locating,   introducing,   securing,   advising  on  and  negotiating   possible
acquisition or merger opportunities.

On June 14, 2006, we closed on a series of agreements which resulted in a change
in control  including:  (i) a Common Stock  Purchase  Agreement with R&R Biotech
Partners,  LLC and  Arnold  P.  Kling,  both  accredited  investors  (the  "AERC
Purchasers"),  pursuant to which we sold them a total of 8,200,000 shares of our
common

                                       11
<PAGE>

stock for $50,000 (the "Company  Purchase  Agreement");  and (ii) a Common Stock
Purchase Agreement with the AERC Purchasers and five existing  stockholders (the
"Stockholders") including our then president and sole director Bartly J. Loethen
pursuant  to which  the  Stockholders  sold a total of  1,300,000  shares of our
common stock to the AERC Purchasers in exchange for (x) $400,000 in cash and (y)
our  agreement  to  issue  a  number  of  shares  of  our  common  stock  to the
Stockholders which have an aggregate value of $625,000 upon the occurrence of an
equity financing or series of equity financings by us yielding gross proceeds of
at least $15,000,000,  or our consummation of a merger,  business combination or
acquisition with one or more yet unidentified  private operating  companies (the
"Stockholder Purchase Agreement").

Upon the closing of the Company Purchase Agreement and the Stockholder  Purchase
Agreement (i) the AERC Purchasers acquired control of the company and beneficial
ownership of an aggregate of 9,500,000 shares of our common stock,  constituting
95% of the then issued and outstanding  shares of our common stock,  (ii) Bartly
J. Loethen  resigned as our sole officer but remained a director  until June 25,
2006,  (iii) Arnold P. Kling was appointed  our  president and a director,  (iv)
Kirk M. Warshaw was appointed chief financial officer,  treasurer, and secretary
and (v) we relocated  our  headquarters  to Chatham,  New Jersey.  Also upon the
closing  of the  Company  Purchase  Agreement  we paid a fee of  $50,000  to MBA
pursuant to agreement.

Since June 15,  2006,  our  purpose has been to serve as a vehicle to acquire an
operating business and is currently  considered a "shell" company inasmuch as we
are not  generating  revenue,  do not own an  operating  business,  and  have no
specific plan other than to engage in a merger or acquisition transaction with a
yet-to-be  identified company or business.  We have no employees and no material
assets.

Our  officers  are only  required to devote a small  portion of their time (less
than 10%) to our affairs on a part-time  or  as-needed  basis.  We expect to use
outside consultants,  advisors,  attorneys and accountants as necessary, none of
which  will be  hired on a  retainer  basis.  We do not  anticipate  hiring  any
full-time   employees  as  long  as  we  are  seeking  and  evaluating  business
opportunities.

RESULTS OF OPERATIONS

Three and Nine Months Ended  September  30, 2006  compared to the Three and Nine
Months Ended September 30, 2005

Because we  currently  do not have,  nor have we ever had since  inception,  any
business operations,  we had no revenues during the three months ended September
30, 2006 and 2005.  Total expenses for the three months ended September 30, 2006
increased  to $7,478 as compared to $2,037 for the 2005 period.  Total  expenses
for the nine months ended September 30, 2006 increased to $68,401 as compared to
$15,585 for the 2005 period. These expenses consisted of professional and filing
fees. The increase in 2006 over the same period in 2005 was primarily the result
of the  $50,000  finder's  fee we paid to MBA in  connection  with  the  Company
Purchase  Agreement  and  other  professional  fees  associated  with the  stock
transactions that occurred during the quarter ended June 30, 2006.

LIQUIDITY AND CAPITAL RESOURCES

As of  September  30,  2006,  we had cash of $11,832.  Our  current  liabilities
consist of $5,603 in accounts payable and accrued expenses.  As of September 30,
2005, we had current assets of approximately  $12,000 consisting solely of cash,
and current liabilities of approximately $4,200.

                                       12
<PAGE>

Net cash used in operating  activities  for the nine months ended  September 30,
2006  was   approximately   $67,000,   which  was   attributed  to  general  and
administrative   expenses   incurred  in  our  day-to-day   operations  and  the
preparation  and filing of our reports  with the SEC.  For the nine months ended
September  30,  2005,  our net cash used in  operating  activities  approximated
$15,600, which was attributed to general and administrative expenses incurred in
our day-to-day operations and the preparation and filing of our reports with the
SEC and accounts payable in the amount of $2,100.

Our stockholders' equity was $6,229 at September 30, 2006, compared to $7,800 as
of September 30, 2005.  Net cash provided by financing  activities  for the nine
months ended September 30, 2006 was $66,830,  compared to $0 for the nine months
ended September 30, 2005.

We expect to satisfy our cash requirements for business  operations for the next
12  months  with  funds  advanced  from  our  principal  stockholders  as may be
required.

Our financial  statements are prepared using the accrual method of accounting in
accordance  with GAAP,  and have been prepared on a going concern  basis,  which
contemplates  the realization of assets and the settlement of liabilities in the
normal  course  of  business.  We had an  accumulated  deficit  of  $104,801  at
September 30, 2006.

In the next 12  months,  we do not  intend  to spend  any  substantial  funds on
research  and  development  and do not intend to purchase  any major  equipment.
Further, we do not intend to hire any new employees during the ensuing year.

Our accountants issued an explanatory paragraph in their report on our financial
statements  as of and for the fiscal year ended  December 31,  2005.  The report
stated that we were in the development stage and our lack of financial resources
and liquidity raise  substantial  doubt about our ability to continue as a going
concern.

Our present material  commitments are professional and  administrative  fees and
expenses  associated  with the  preparation  of  filings  with the SEC and other
regulatory  requirements related to being a reporting company. In the event that
we engage in any merger or other  combination with an operating  company,  it is
likely that we will have additional material commitments.

OFF-BALANCE SHEET ARRANGEMENTS

As of  September  30,  2006,  we  have  no  off-balance  sheet  arrangements  or
contractual or commercial commitments of any kind.

ITEM 3. CONTROLS AND PROCEDURES

EVALUATION OF  DISCLOSURE  CONTROLS AND  PROCEDURES.  Our  management,  with the
participation  of the  president  and chief  financial  officer,  carried out an
evaluation of the effectiveness of our "disclosure  controls and procedures" (as
defined  in the  Securities  Exchange  Act of 1934 (the  "Exchange  Act")  Rules
13a-15(e)  and  15-d-15(e))  as of the end of the period  covered by this report
(the "Evaluation  Date").  Based upon that  evaluation,  the president and chief
financial  officer  concluded  that, as of the  Evaluation  Date, our disclosure
controls and procedures are effective to ensure that information  required to be
disclosed by us in the reports that we file or submit under the Exchange Act (i)
is  recorded,  processed,  summarized  and  reported,  within  the time  periods
specified in the SEC's rules and forms and (ii) is accumulated and  communicated
to our  management,  including our president and chief  financial  officers,  as
appropriate to allow timely decisions regarding required disclosure.

                                       13
<PAGE>

CHANGES IN INTERNAL CONTROL OVER FINANCIAL  REPORTING.  There were no changes in
our internal  controls over financial  reporting that occurred during our fiscal
quarter ended September 30, 2006 that has materially affected,  or is reasonably
likely to materially affect, our internal control over financial reporting.



                                       14
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

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

On July 10, 2006, our Board approved the issuance of 60,000 shares of our common
stock to Kirk M. Warshaw, our chief financial officer for services rendered to
the company pursuant to the exemptions from registration available under
Sections 4(2) and 4(6) of the Securities Act of 1933, as amended.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

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

On July 11, 2006, our Board of Directors unanimously adopted resolutions,
subject to stockholder approval, to reincorporate the Company in the State of
Delaware by merger with and into a Delaware corporation with the same name
("Aerobic Delaware") which we formed for such purpose (the "Migratory Merger").
Effective as of July 11, 2006, pursuant to Nevada General Corporation Law
ss.78.320, stockholders holding approximately 95% of our total issued and
outstanding shares of common stock, adopted resolutions to authorize the
Migratory Merger. On July 13, 2006, we filed a Preliminary Information Statement
on Schedule 14C of the Securities Exchange Act of 1934 (the "Exchange Act") with
the SEC with respect to the Migratory Merger. Thereafter, on July 25, 2006, we
filed a Definitive Information Statement on Schedule 14C of the Exchange Act
with the SEC and mailed a copy of the Information Statement to all stockholders
of record as of July 17, 2006.

The Migratory Merger took effect on August 21, 2006 and at such time (i) we
adopted the capital structure of Aerobic Delaware which includes total
authorized capital stock of 100,000,000 shares, of which 99,000,000 shares are
common stock, with a par value of $.001 per share (the "Aerobic Delaware Common
Stock") and 1,000,000 shares are blank check preferred stock, with a par value
of $.001 per share (the "Preferred Stock"), (ii) all the issued and outstanding
shares of our common stock automatically converted into the right to receive
shares of Aerobic Delaware Common Stock at a ratio of five shares of our old
common stock for one share of Aerobic Delaware Common Stock and (iii) the
officers, directors and stockholders of Aerobic became the officers, directors
and stockholders of Aerobic Delaware without any change to their officership
and/ or directorship positions, or beneficial ownership percentage, as may be
applicable.

ITEM 5.  OTHER INFORMATION

None.


                                       15
<PAGE>

ITEM 6.  EXHIBITS

Exhibits:

EXHIBIT NO.     DESCRIPTION
-----------     -----------

  2.1           Agreement and Plan of Merger, as amended. (See Exhibit 10.1*)

  3.1           Certificate of Incorporation (Delaware)*

  3.2           Bylaws (Delaware)*

  10.1          Agreement and Plan of Merger*

  10.2          Amendment #1 to the Agreement and Plan of Merger*

  31.1          Certification of President pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.*

  31.2          Certification of Chief Financial Officer pursuant to Section 302
                of the Sarbanes-Oxley Act of 2002.*

  32.1          Certification of President pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.*

  32.2          Certification of Chief Financial Officer pursuant to Section 906
                of the Sarbanes-Oxley Act of 2002.*

----------------
*Filed herewith.


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<PAGE>

                                   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.

                                    Aerobic Creations, Inc.

Dated: October 24, 2006             /s/ Arnold P. Kling
                                    --------------------------------------------
                                    Arnold P. Kling, President
                                    (Principal Executive Officer)

Dated: October 24, 2006             /s/ Kirk M. Warshaw
                                    --------------------------------------------
                                    Kirk M. Warshaw, Chief Financial Officer
                                    (Principal Financial and Accounting Officer)




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