SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                         COMMISSION FILE NO. 333-134987

                        TETRAGENEX PHARMACEUTICALS, INC.
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

          DELAWARE                        0-2834                   22-3781895
(State or other jurisdiction   (Primary Standard Industrial     (I.R.S. Employer
     of incorporation or        Classification Code Number)         I.D No.)
        organization)

                            1 Maynard Drive Suite 105
                          Park Ridge, New Jersey 07656
                    (Address of Principal Executive Offices)

                                 (201) 505-1300
                           (Issuer's Telephone Number)

    Securities registered under Section 12(b) of the Securities Exchange Act
                   of 1934, as amended ("Exchange Act"): NONE.

       Our total authorized capital stock consists of 50,000,000 shares of
        common stock, $.001 par value per share, and 5,000,000 shares of
                   preferred stock, $.01 par value per share.

Check  whether  the  issuer:  1) filed all  reports  required  to be filed under
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter  period that the Issuer was required to file such  reports);  and 2) has
been subject to such filing requirements for the past 90 days. [X] Yes [ ] 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

APPLICABLE  ONLY TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING  THE
PRECEDING FIVE YEARS: N/A

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes [X] No [ ]

Number of shares  outstanding  of  Issuer's  common  stock,  $0.001  par  value,
outstanding on March 31, 2007: 15,901,126.

Documents Incorporated by Reference:  NONE

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

                      PLEASE ADDRESS ALL CORRESPONDENCE TO:
                                  Neil Martucci
                            1 MAYNARD DRIVE SUITE 105
                          PARK RIDGE, NEW JERSEY 07656
<PAGE>




                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

PART I:  FINANCIAL INFORMATION ..............................................  1

  ITEM 1 CONDENSED FINANCIAL STATEMENTS .....................................  1
  ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND PLAN OF OPERATIONS ...................................  2
  ITEM 3(A)T CONTROLS AND PROCEDURES ........................................  6

PART II: OTHER INFORMATION .................................................   7

  ITEM 1 LEGAL PROCEEDINGS ..................................................  7
  ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS ........  7
  ITEM 3 DEFAULTS ON SENIOR SECURITIES ......................................  7
  ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ................  7
  ITEM 5 OTHER INFORMATION ..................................................  7
  ITEM 6 EXHIBITS ...........................................................  7

SIGNATURES ..................................................................  7


CERTIFICATIONS ..............................................................  8


                                        i
<PAGE>


                          PART I: FINANCIAL INFORMATION


ITEM 1 FINANCIAL STATEMENTS


                          INDEX TO FINANCIAL STATEMENTS

                                                                            PAGE
                                                                            ----
Unaudited Condensed Balance Sheet as of March 31, 2007 ..................... F-1

Unaudited Condensed Statement of Operations for the Three Month Periods
   Ended March 31, 2007 and 2006 ........................................... F-2

Unaudited  Condensed Statement of Cash Flows for the Three Month Periods
   Ended March 31, 2007 and 2006 ........................................... F-3

Notes to Unaudited Condensed Financial Statements .......................... F-4


                                       1
<PAGE>


                        UNAUDITED CONDENSED BALANCE SHEET
                            AS OF MARCH 31, 2007 AND
                              AUDITED BALANCE SHEET
                             AS OF DECEMBER 31, 2006

                                                                     MARCH 31,
                                                  DECEMBER 31,         2007
                                                      2006          (UNAUDITED)
                                                  ------------     ------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents                         $  1,965,960     $  1,526,984
Prepaid insurance and other current assets              18,169           11,689
                                                  ------------     ------------
                                                     1,984,129        1,538,673

Property and equipment, net                              9,647            8,282
Security Deposit                                        18,958           18,958
Patents, net                                           399,595          415,112
                                                  ------------     ------------
  Total Assets                                    $  2,412,329     $  1,981,025

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses                  873,206          903,213
Accrued interest                                       120,955          135,552
                                                  ------------     ------------
  Total current liabilities                            994,161        1,038,765

LONG-TERM LIABILITIES
Notes payable                                        1,882,362        1,882,362
                                                  ------------     ------------
  Total liabilities                                  2,876,523        2,921,127

COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Class A preferred stock - $.01 par value -
  5,000,000 shares authorized; 0 shares
  outstanding                                               --               --
Common stock - $.001 par value -
  50,000,000 shares authorized 15,901,126
  shares issued and outstanding                         15,901           15,901
Additional paid-in capital                          98,932,619       98,932,619
Accumulated deficit                                (99,412,714)     (99,888,622)
                                                  ------------     ------------
  Total stockholders' equity                          (464,194)        (940,102)
                                                  ------------     ------------

                                                  $  2,412,329     $  1,981,025
                                                  ============     ============


  THE ACCOMPANYING FOOTNOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS

                                      F-1
<PAGE>


                   UNAUDITED CONDENSED STATEMENT OF OPERATIONS
            FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2007 AND 2006

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED
                                                               MARCH 31,
                                                       --------------------------
                                                           2007          2006
                                                       ==========================
REVENUE                                                        (UNAUDITED)
<S>                                                    <C>           <C>
Contract revenue                                       $         --  $         --
                                                       ------------  ------------
                                                                 --            --
                                                       ------------  ------------

OPERATING EXPENSES
Research and development                               $      5,400  $      3,659
Compensation expense                                        236,245       256,636
Compensation incurred from Warrant Restructuring
Travel                                                       22,558         6,496
General and administrative                                   53,342        44,408
Professional fees                                            36,894        12,697
Payroll taxes and employee benefits                          28,352        27,486
Consulting fees                                              58,737        67,645
Rent and occupancy                                           27,103        21,916
Depreciation and amortization                                10,367         9,165
                                                       ------------  ------------
  LOSS BEFORE OTHER INCOME(EXPENSE) AND TAX BENEFIT        (478,998)     (450,108)

OTHER INCOME (EXPENSE)
Relief from liabilities                                          --            --
Interest income and other                                    17,686        19,223
Interest expense                                            (14,596)      (14,597)
                                                       ------------  ------------

LOSS BEFORE TAX BENEFIT                                    (475,908)     (445,482)
Sales of tax losses
                                                       ------------  ------------
  NET LOSS                                             $   (475,908) $   (445,482)
                                                       ============  ============

Basic and diluted net loss per share                   $      (0.03) $      (0.03)
                                                       ============  ============

Weighted average common shares outstanding               15,901,126    14,758,771
                                                       ============  ============
</TABLE>


  THE ACCOMPANYING FOOTNOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS

                                      F-2
<PAGE>


                   UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
            FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2007 AND 2006


<TABLE>
<CAPTION>

                                                                            THREE MONTHS ENDED
                                                                                 MARCH 31,
                                                                        --------------------------
                                                                           2007           2006
                                                                        ============  ============
                                                                                (unaudited)
<S>                                                                     <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                              $  (475,908)     $  (445,482)
  ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED
  IN OPERATING ACTIVITIES
    DIP interest added to notes payable
    Warrant restructuring
    Depreciation and amortization                                            10,367            9,185
    Stock, option and warrant compensation                                                    10,200
  CHANGES IN OPERATING ASSETS AND LIABILITIES
    Prepaid insurance and other current assets                                6,481           21,035
    Accounts payable and accrued expenses                                    30,007          189,685
    Accrued interest payable                                                 14,596           14,597
                                                                        -----------      -----------
        Net cash used in operating activities                              (414,457)        (200,800)
                                                                        -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Cash paid for property and equipment                                           --               --
  Cash paid for patents                                                     (24,519)         (21,878)
                                                                        -----------      -----------
        Net cash (used in) provided by investing activities                 (24,519)         (21,878)
                                                                        -----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock                                         --          352,000
  Payment of notes payable                                                       --
                                                                        -----------      -----------
        Net cash provided by financing activities                                --          352,000
                                                                        -----------      -----------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                       (438,976)         129,322

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                              1,965,960        2,273,702
                                                                        -----------      -----------

CASH AND CASH EQUIVALENTS, END OF YEAR                                  $ 1,526,984      $ 2,403,024
                                                                        ===========      ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Cash paid for taxes
  Cash paid for interest                                                $        --      $        --
                                                                        ===========      ===========
NON CASH TRANSACTIONS
  Stock, options, and warrants issued for compensation                           --           10,200
</TABLE>


  THE ACCOMPANYING FOOTNOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS

                                      F-3
<PAGE>


                                    NOTES TO
                    UNAUDITED CONDENSED FINANCIAL STATEMENTS


THE COMPANY

Tetragenex  Pharmaceuticals  Inc.  was  incorporated  in  2000 in the  State  of
Delaware while Innapharma, Inc, its predecessor was incorporated in 1989 also in
the State of Delaware.  The corporate headquarters for Tetragenex are located in
Park Ridge,  New Jersey.  On November 23, 2004,  Innapharma  Inc merged into its
wholly owned subsidiary Tetragenex Pharmaceuticals,  Inc. As part of the merger,
all existing  shares,  options and warrants were  converted  into  securities of
Tetragenex  on a 1-for-4  basis.  All numbers  relating to shares of the Company
have been restated to reflect the 1-for-4 conversion ratio.

Tetragenex   Pharmaceuticals   Inc.   ("Tetragenex"   or  "the  Company")  is  a
biopharmaceutical  company  working  to  discover,   develop  and  commercialize
proprietary  pharmaceutical  products  that  treat  serious  diseases  for which
current therapies are inadequate.  Innapharma has developed and patented a novel
platform of pharmaceutical "small chain" peptides that treat depression, anxiety
and other  central  nervous  system  disorders.  The Company's  leading  product
candidate,  the  antidepressant  compound  Nemifitide,  is  currently  in  human
clinical trials.

Tetragenex  has also  discovered,  synthesized  and is  currently  developing  a
platform of new and unique chemically modified tetracycline molecules to be used
in the treatment of certain types of cancer and  treatment  resistant  bacterial
infections.  These  tetracycline-based  product  candidates are currently in the
pre-clinical development stage.

On January 26, 2007 the  Securities  and Exchange  Commission  declared our SB-2
effective. The company is current on all of its filings.


RECENTLY ISSUED ACCOUNTING STANDARDS

The FASB has recently announced a new  interpretation,  FASB  Interpretation No.
48,  "Accounting  for  Uncertainty  in Income  Taxes"  (FIN 48),  which  will be
effective for fiscal years  beginning  after December 15, 2006, FIN 48 clarifies
the accounting for  uncertainty  in income taxes  recognized in an  enterprise's
financial  statements in accordance with FASB statement No. 109, "Accounting for
Income  Taxes".  FIN 48  prescribes  a  recognition  threshold  and  measurement
attribute for the  financial  statement  recognition  and  measurement  of a tax
position  taken or expected to be taken in a tax  return.  FIN 48 also  provides
guidance on de-recognition,  classification,  interest and penalties, accounting
in interim periods,  disclosure and transition. The Company does not believe the
adoption of FIN 48 will impact its consolidated financial statements.

 In  September  2006,  the FASB issued  SFAS No. 157 "Fair  Value  Measurements"
("SFAS 157").  SFAS 157 provides  accounting  guidance on the definition of fair
value and  establishes  a framework  for  measuring  fair value in U.S. GAAP and
expands  disclosures  about fair value  measurements.  SFAS 157 is effective for
financial  statements issued for fiscal years beginning after November 15, 2007.
We  plan  to  adopt  the  provisions  of  SFAS  157 on  November  1,  2008.  The
implementation  of SFAS 157 is not  expected  to have a  material  impact on our
results of operations or financial condition.

                                      F-4
<PAGE>


                                    NOTES TO
         UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)


Quantifying and evaluating the materiality of unrecorded misstatements.

In September  2006, the SEC issued SAB No. 108 ("SAB 108"),  which addresses the
process for considering the effects of prior year misstatements when quantifying
misstatements  in current year financial  statements.  SAB 108 expresses the SEC
Staff's  views  regarding  the  process  of  quantifying   financial   statement
misstatements.  The interpretations in SAB 108 are intended to address diversity
in practice in quantifying  financial statement  misstatements and the potential
under current practice for the build-up of improper  balance sheet amounts.  The
application  of SAB 108 is  effective  for  financial  statements  issued for an
interim  period of the first fiscal year ending after November 15, 2006. We will
adopt the  interpretations of SAB 108 on November 1, 2006. The implementation of
SAB 108 is not expected to have a material  impact on our results of  operations
or financial condition.


In February  2007,  the FASB issued  SFAS NO.  159.  "The Fair Value  Option for
Financial  Assets  and  Financial  Liabilities"("SFAS").  SFAS 159  permits  all
entities to chose to measure eligible items at fair value at specified  election
dates. The company is currently assessing the impact of adopting SFAS 159 on its
consolidated financial statements.


INTERIM FINANCIAL STATEMENTS

Financial  statements as of March 31, 2007 and for the three month periods ended
March 31,  2007 and 2006,  have been  prepared  on the same  basis as the annual
financial statements and, in the opinion of management, reflect all adjustments,
which include only normal recurring adjustments, necessary to present fairly the
Company's  financial  position,  results  of  operations  and cash flows for the
periods shown.  The results of operations  for such periods are not  necessarily
indicative of the results expected for a full year or for any future period. The
interim  condensed  financial  statements  should be read in conjuction with the
audited  financial  statements for the years ended December 31, 2006 and 2005 as
appearing in the company's form 10K SB filed on March 30, 2007.


NOTES PAYABLE

The Company has a  $1,882,362  note  payable,  plus 3% interest due on April 23,
2009.  The  notes  are  convertible  into  common  shares at $5 per share at the
discretion of the holders of the notes.  The notes are secured by the patents of
the  Company.  See note 7,  stockholder's  equity-Class  D  preferred  stock for
additional details.


STOCKHOLDERS' EQUITY


STOCK OPTIONS
-------------

On March 31, 2007 there were a total of 8,038,253 options outstanding.

                                      F-5
<PAGE>


                                    NOTES TO
         UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)


WARRANTS
--------

At March 31, 2007, the Company had outstanding  warrants to purchase  11,402,721
shares of the Company's  common stock at exercise prices of $1, $1.65 and $6 per
share.  These  warrants have  expirations  of November 30, 2009 and November 30,
2011.

The following table presents,  for each of the following  classes of warrants as
determined  by range of  exercise  price,  the  information  regarding  warrants
outstanding and weighted-average exercise price as of March 31, 2007

                            WARRANTS OUTSTANDING
                    -----------------------------------
     RANGE OF         NUMBER OF      WEIGHTED AVERAGE
  EXERCISE PRICE       WARRANTS       EXERCISE PRICE
------------------  -------------  --------------------
       $1.00          7,150,898          $1.00
       $1.65            645,322          $1.65
       $6.00          3,606,501          $6.00
------------------  -------------  --------------------


COMMON STOCK TRANSACTIONS
-------------------------

There were no transactions during the first quarter 2007


COMMITMENTS AND CONTINGENCIES


EMPLOYMENT AGREEMENTS

On December 15, 1999, the Company entered into a three-year employment agreement
with its co-Chief Executive Officer ("co-CEO") and co-Chairman of the Board. The
agreement  provided for an annual base salary of $160,000,  subject to a minimum
ten percent  annual  increase.  On February 6, 2001, in view of the  executive's
efforts on behalf of the Company and his  performance,  the  Company's  Board of
Directors (i)  increased his annual salary to $250,000 with no automatic  annual
increases,  and extended the term of his employment  agreement for an additional
two years and (ii) granted the  executive a ten-year  option to acquire  125,000
shares of the Company's  common stock at an exercise price of $17 per share, one
third of which  vested  immediately,  one third of which  vested on  February 6,
2002,  and the final third vested on February 6, 2003.  On December 11, 2001, in
consideration  of services  provided to the Company,  the Board of Directors (i)
further increased his annual salary to $300,000,  (ii) further extended the term
of the agreement by one year,  through and including December 15, 2005 and (iii)
granted the executive an  additional,  immediately  vested  five-year  option to
acquire 125,000 shares of the Company's common stock at an exercise price of $17
per share.  On April 6, 2003, as a result of the Company's cost  reduction,  the
executive  agreed to defer half of his $300,000 yearly salary.  In December 2005
the  executive  agreed to convert  $177,000 of his deferred  salary into 177,000
options to purchase  shares of Tetragenex  common stock at $1 per share expiring
December 20, 2020.  On March 31, 2007 the  executive  had deferred  compensation
totaling  $251,432.51.  The  executive  was granted an  aggregate  of  1,420,000


                                      F-6
<PAGE>


                                    NOTES TO
         UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)


options exercisable at $1 per share and expiring in 2020 during 2005 and another
115,000 in 2006 under the same terms.  The co-CEO is the nephew of the company's
other co-CEO David Abel.


All officers, directors and employees of the Company at the time of the
bankruptcy agreed to defer a portion or all of their compensation. On March 31,
2007, there was $744,195 deferred from officers and employees and $131,250 from
board members. During 2007, additional salaries and compensation in the amounts
of $60,325 and $12,500 was deferred from officers, employees and board members
respectively.


It is anticipated  that the majority of accrued  payments will be converted into
warrants of the Company on a 1-for-1 basis.


LITIGATION

At March 31, 2007 the Company was not involved in any ongoing litigation.


RISKS AND UNCERTAINTIES

The  Company is subject to risk  common to  companies  in the  biopharmaceutical
industry, including, but not limited to, successful commercialization of product
candidates,  protection of proprietary  technology and compliance  with Food and
Drug Administration regulations.

As reflected in the accompanying consolidated financial statements,  the Company
has incurred significant recurring losses from operations and negative operating
cash flows,  which have been financed  primarily by proceeds from stock and debt
issuances.  As a result,  the Company had an accumulated  deficit of $99,888,622
and $96,894,195 at March 31, 2007 and 2006, respectively.

Management  plans to provide for  additional  working  capital and funds for the
continued  development  of its  products  through  private or public sale of the
Company's  common  stock.  The  Company's  ability to obtain such  financing  is
contingent  upon  continued  progress  in its drug  development  efforts and its
ability to access capital resources. Management is also attempting to enter into
an  agreement   with  a  major   pharmaceutical   company  to   co-develop   its
antidepressant  drug, which may generate significant cash flows for the Company.
No  assurance  can be given as to the  Company's  ability  to enter into such an
agreement  or   successfully   complete  an  IPO,  or  complete  future  private
placements.


LEASE OBLIGATIONS

On March 12, 2003, the Company  entered into an operating  lease for its current
office space in Park Ridge,  New Jersey.  The lease commenced on March 31, 2003,
and expired on March 31,  2007,  and required  monthly  base rental  payments of
$10,200 plus certain annual  escalation.  In December 2006, the Company  entered
into a 5-year lease operating lease to rent different space in the same building
as it resides now and requires  monthly base rental payments of $6,300 per month
and expires in December 2011.

The  approximate  aggregate  minimum  rental  commitments on these leases are as
follows:

                                      F-7
<PAGE>


                                    NOTES TO
         UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)


YEAR ENDING
DECEMBER 31,
------------------------------------------------ -----------------
2007                                               $    87,300
2007                                                    87,300
2008                                                    75,600
2009                                                    75,600
2010                                                    75,600
2011                                                    75,600
                                                 -----------------
Total minimum lease payments                       $   389,700
                                                 =================

Rental  expense was $124,039 and $133,504 for the years ended  December 31, 2006
and 2005, respectively.


401(k) PROFIT SHARING PLAN

In December 1993, the Company  adopted a 401(k) Profit Sharing Plan (the "401(k)
Plan"),  effective as of January 1, 1994.  All employees of the Company who have
attained  the age of 21 are  eligible to  participate  in the 401(k)  Plan.  The
401(k) Plan permits  eligible  employees to make voluntary  contributions to the
401(k) Plan up to the dollar  limit set by law.  The Company  may,  but does not
currently,  contribute  discretionary matching contributions in any amount to be
determined  on an  annual  basis  by  the  Board  of  Directors.  Each  eligible
participant's share of the Company's contribution vests over a seven-year period
beginning with the first full year of service at the rate of 15% per year.

                                      F-8
<PAGE>


ITEM 2    MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND PLAN
          OF OPERATIONS


MANAGEMENT'S DISCUSSION AND ANALYSIS:

The following  discussion  should be read in conjunction  with the  consolidated
historical  financial  statements  of the  Company  and  related  notes  thereto
included  elsewhere in this Form 10-QSB and the Annual Report on Form 10-KSB for
the year ended  December  31, 2006 as filed on March 30, 2007.  This  discussion
contains  forward-looking  statements regarding the business and industry of the
Company within the meaning of the Private  Securities  Litigation  Reform Act of
1995.  These  statements are based on the current plans and  expectations of the
Company and involve  risks and  uncertainties  that could  cause  actual  future
activities  and results of operations to be materially  different from those set
forth in the forward-looking statements.

The  information  set forth and discussed below for the three months ended March
31,  2007 and  March  31,  2006,  is  derived  from the  consolidated  financial
statements  included elsewhere herein.  The financial  information set forth and
discussed  below is un-audited  but, in the opinion of management,  reflects all
adjustments  (consisting of normal recurring  adjustments)  necessary for a fair
presentation of such  information.  The results of operations of the Company for
the fiscal  quarter  ended  March 31,  2007,  may not be  indicative  of results
expected for the entire fiscal year ending December 31, 2007.


LIQUIDITY AND CAPITAL RESOURCES:

The Company currently has approximately $1.6 million in current assets and has a
core burn rate of  approximately  $80,000 per  month.  These  funds will be used
primarily to operate the Company going forward.  Additional funds will be needed
to fund further studies required by the FDA to bring its lead compound, Nemifide
to market.  We currently  have  protocols in place for future studies as funding
dictates. Future funds will be derived from additional sales of our common stock
in  the  public  or  private  markets  and/or  a  licensing   agreement  with  a
pharmaceutical  company as well as the continuing  sales of our state tax losses
through the New Jersey Development Plan. Our only long-term debt consists of the
$1.8 million  convertible  note payable to the former holders of our Preferred D
securities in April 2009.


RESULTS OF OPERATIONS:

Innapharma  successfully emerged from bankruptcy and merged with its subsidiary,
Tetragenex,  in  November  2004.  The  Company  raised over $4 million in equity
throughout  the Chapter 11 process and had  significant  expenses  directly  and
indirectly  relating to the bankruptcy from April of 2003 to November of 2004. A
significant  portion of the proceeds from its Private Placement was committed to
general and  administrative  overhead and implementing  the preclinical  studies
requested by the FDA. The majority of the net loss in 2005 was attributed to the
value of the options  granted to the  officers,  directors  and employees of the
company.

For the past  four  years,  the  Company  has sold a portion  of its tax  losses
through a program sponsored by the State of New Jersey.  The program generated a
net check to the Company in 2003 in excess of $200,000,  it generated a check of
over $400,000 in December of 2004, and an additional  $315,000 in December 2005.
In 2006, due to the  elimination of Innapharma,  we only received $5,000 as part
of the program,  however going forward we will be applying for  Tetragenex'  tax
losses.

                                       2
<PAGE>


We believe that our burn rate may increase by approximately  $15,000 - $20,000 a
month for costs  relating to additional  employees and various  continued  costs
that will be incurred now that we are a fully reporting  company,  including but
not limited to attorney's fees,  accounting fees,  filing fees, public relations
expenses, and additional necessary insurance, etc. The Company committed $75,000
to the continued development of its tetracyclines within the past 12 months.

As of the date of the filing,  we currently have  approximately  $1.6 million in
liquid funds  available to us. We believe this is  sufficient to last us between
16 and 20  months  from  the date of  filing.  Our  current  core  burn  rate is
approximately  $80,000 per month.  Employee and  consultant  salary is the major
component in our burn rate.  Our current  payroll is  approximately  $32,000 per
month. Additionally our scientific consultants receive approximately $13,000 per
month and work on a part time basis.  Our rent expense is  currently  $6,300 per
month.  D&O insurance  and product  liability  insurance  total about $9,000 per
month and insurance for employees is currently  $3,000 per month which will soon
increase  to  approximately  $7,000  per month now that we are a public  entity.
Included in the remainder  are car  allowances,  telephone and internet  access,
general  corporate  expenses,  outsourced  accounting  and legal fees and office
supplies.  This may increase to  approximately  $100,000 per month upon the need
for additional  staff and  additional  expenses now that we are a public entity.
Future  funds will be derived  from  additional  sale of our common stock in the
public or private  markets and/or a licensing  agreement  with a  pharmaceutical
company  as well as  potentially  the  continuing  sales of our state tax losses
through the New Jersey  Development  Plan. We have a successful  track record in
raising funds, having completed 13 private financings since 1994, which resulted
in  raising  over  $75  million.  Our only  debt  consists  of the $1.8  million
convertible  note payable to the former holders of our Preferred D securities in
April 2009.


THE QUARTER ENDED MARCH 31, 2007 AS COMPARED TO THE PERIOD FOR THE QUARTER-ENDED
MARCH 31, 2006

Revenue - The Company had no revenue from any source during the quarters  ending
March 31, 2007 and 2006.

Research and  Development - R&D costs increased from $3,659 to $5,400 during the
first quarter in 2007 vs. 2006. No studies were performed or were ongoing during
either quarter which resulted in only minor ordinary expenses.

Compensation  Expense -  Compensation  Expense  decreased  from  $256,636 in the
quarter  ended March 31,  2006 down to  $236,245 in the quarter  ended March 31,
2007. This decrease was due to having one less employee during the 2007 quarter.

Travel Expense - Travel expense  increased from $6,496 in the first quarter 2006
to $22,558 in first  quarter 2007.  This was due primarily to travel  associated
with meetings arranged between the Company and various pharmaceutical  companies
in an attempt to secure a licensing  agreement.  Additional travel expenses were
incurred in travel to meet with  several key  investors  as well as to meet with
the  company  who filed the form  15c-211  with the NASD on our  behalf  and for
professional conferences attended by key employees.

Professional Fees - Professional fees increased to $36,894 in the quarter ending
March 31,  2007,  versus  $12,697 in the same  quarter of 2006.  This was mainly
attributed  to an increase in legal fees  associated  with the filing of our SB2
with the  Securities and Exchange  Commission as well as the  preparation of our
initial 10K for filing with the SEC.

Consulting  Fees -  Consulting  expenses  were  reduced  to $58,737 in the first
quarter of 2007 from $67,645 in the same quarter of 2006. This reduction was the
result of  consultants  being used to assist in the

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<PAGE>


fundraising  process which occurred during the first quarter of 2006 who were no
longer needed after the completion of the funding.

Rent and  Occupancy - Rent and occupancy  expenses  increased to $27,103 for the
quarter  ended March 31,  2007,  from $21,916 in the same quarter of 2006 due to
one time costs associated with the moving of our primary offices located in Park
Ridge NJ during the first quarter of 2007.  Costs included  movers,  electrician
work and locksmith work. The move will save the company approximately $4,000 per
month going forward.

General and Administrative  costs increased from $44,408 in the first quarter of
2006 to $53,342  in first  quarter  of 2007 due  mainly to  increased  insurance
expenses upon the company's SB2 being declared  effective and  Tetragenex  being
deemed a public entity. Additionally,  there was an increase in computer expense
for the quarter associated with the aforementioned move.


PLAN OF OPERATIONS

We are a  biopharmaceutical  company.  We discovered and are developing  several
novel  compounds to address  unmet needs in the area of  depression,  antibiotic
resistance  and  anticancer.  Tetragenex is the successor  company to Innapharma
through a reverse merger,  which was completed upon Innapharma's  emergence from
Chapter  11 in  2004.  Innapharma  was  founded  in 1989  and has  insignificant
operating revenues to date.


OPERATING HISTORY: PLAN OF OPERATION

The Company is currently  developing  an  antidepressant  compound,  nemifitide,
which  is in late  Phase 2 human  clinical  trials.  During  Phase  2,  clinical
development  of  the  Company's  flagship  antidepressant  compound  was  put on
clinical hold by the Food and Drug  Administration  (the "FDA"),  as a result of
some toxicity  issues in a Beagle dog study that was completed in 2003.  The FDA
asked the  Company to repeat  the  animal  study and  generate  some  additional
preclinical data with regard to the toxicity issue. The Company  completed a dog
study and a primate  study to address the  concerns of the FDA.  After the final
reports from these  studies were  submitted to the FDA, the FDA  confirmed  that
this was a complete  response to the clinical hold and  therefore,  the clinical
hold was lifted on March 29,  2006.  The Company  either  intends to license the
drug out for the final  stage of  development  or raise  additional  capital and
continue the Phase 3 development of nemifitide. The Company believes that upon a
successful licensing agreement, there will be significant milestone payments, as
well as permanent royalty against the revenues of the drug.

Nemifitide  is  a  five-chain   peptide,   part  of  a  significant  library  of
patent-protected  compounds.  The Company, in its preclinical development plans,
will  evaluate the  potential  of other  patented  neuropeptides  to treat other
disorders,  such as anorexia,  bulimia,  panic disorder,  anxiety  disorders and
post-traumatic   stress   disorder.   The  Company   currently   has  three  GMP
manufacturers  synthesizing its compound, all of whom are located in Europe. The
Company believes that it has sufficient nemifitide bulk to meet its requirements
for the foreseeable future.

Tetracyclines  belong to a family of naturally  occurring  antibiotics that have
been demonstrated to be potent inhibitors of matrix metalloproteinases  (enzymes
which  are key in the  promotion  of  many  human  disorders).  The  Company  is
currently   developing  a  platform  of  new  and  unique  chemically   modified
tetracycline  molecules to be used in the  treatment of certain  types of cancer
(prostate and breast) and antibiotic-resistant bacterial infections.

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<PAGE>


Our  tetracycline-based  drugs are in the preclinical  development stage. Our IN
VITRO  studies have  identified a series of chemically  modified  tetracyclines,
which we believe can be used in the treatment of cancer and antibiotic-resistant
infections.   To  date,  we  have  prepared  and  developed   approximately  100
tetracycline-based  derivatives.  We filed a patent  application  on  October 5,
2002, covering our tetracycline  product candidates.  We intend to complete some
additional  in-vivo and in-vitro studies,  prepare an IND and attempt to license
both the anti-cancer  compound and the treatment resistant bacteria compound out
for development.

In addition to the in-house development program, the Company intends to research
and acquire existing  compounds and replatform them for other  therapeutic uses,
and pursue a licensing agreement with the original inventor.

During the past 18 months we completed two private offerings raising  $4,087,047
of equity capital. Our core burn rate is approximately  $80,000 a month and with
approximately  $1.6  million  cash on hand it gives the company  14-20 months of
operating capital. The company intends to hire appropriate  scientific personnel
to strengthen its licensing acquisition program and to assist in the preparation
and filing of IND submissions  for the  tetracycline  compounds.  The Company is
currently  seeking a quotation  of its common  stock on the NASDAQ OTC  bulletin
board.

The Company  believes it has very good patent  protection in all the significant
worldwide markets.


RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Innapharma  successfully emerged from bankruptcy and merged with its subsidiary,
Tetragenex,  in  November  2004.  The  Company  raised over $4 million in equity
throughout  the Chapter 11 process and had  significant  expenses  directly  and
indirectly  relating to the bankruptcy from April of 2003 to November of 2004. A
significant  portion of the proceeds from its Private Placement was committed to
general and  administrative  overhead and implementing  the preclinical  studies
requested by the FDA.

The Company  successfully  converted close to 30% of the debt that remained from
the bankruptcy back into equity.  The Company currently has  approximately  $1.8
million in long-term debt due in April 2009. The Company  successfully  paid the
$430,000 in short-term debt that had become due in November 2005.

For the past  four  years,  the  Company  has sold a portion  of its tax  losses
through a program sponsored by the State of New Jersey.  The program generated a
net check to the Company two years ago of in excess of $200,000,  it generated a
check of over  $400,000  in  December  of 2004,  and an  additional  $315,000 in
December 2005. In 2006, due to the loss of Innapharma's tax losses,  the Company
received $5,000 through the program.

We believe that our burn rate could increase by approximately  $15,000 - $20,000
a month for costs relating to additional  employees and various  continued costs
that  will be  incurred  now  that we have  become  a fully  reporting  company,
including  but not limited to attorney's  fees,  accounting  fees,  filing fees,
public relations expenses,  insurance,  etc. The Company committed approximately
$75,000 to the continued development of its tetracyclines.

Future  funds will be derived  from  additional  sale of our common stock in the
public or private  markets and/or a licensing  agreement  with a  pharmaceutical
company as well as the continuing  sales of our state tax losses through the New
Jersey  Development  Plan. We have a successful  track record in raising  funds,
having completed 13 private financings since 1994, which resulted in the raising
over $75 million.  Our only debt consists of the $1.8 million  convertible  note
payable to the former holders of our Preferred D securities in April 2009

                                       5
<PAGE>


DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

THIS QUARTERLY  REPORT INCLUDES  FORWARD LOOKING  STATEMENTS WHICH INVOLVE RISKS
AND   UNCERTAINTIES.   SUCH   STATEMENTS   CAN  BE  IDENTIFIED  BY  THE  USE  OF
FORWARD-LOOKING LANGUAGE SUCH AS "WILL LIKELY RESULT", "MAY", "ARE EXPECTED TO",
"IS ANTICIPATED",  "ESTIMATE",  "BELIEVES",  "PROJECTED",  OR SIMILAR WORDS. ALL
STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT INCLUDED IN THIS SECTION ARE
FORWARD-LOOKING STATEMENTS.  ALTHOUGH THE COMPANY BELIEVES THAT THE EXPECTATIONS
REFLECTED IN SUCH  FORWARD-LOOKING  STATEMENTS  ARE  REASONABLE,  IT CAN GIVE NO
ASSURANCE THAT SUCH EXPECTATIONS WILL PROVE TO HAVE BEEN CORRECT.  THE COMPANY'S
ACTUAL  RESULTS  COULD  DIFFER  MATERIALLY  FROM THOSE  ANTICIPATED  IN ANY SUCH
FORWARD-LOOKING  STATEMENTS  AS A RESULT OF VARIOUS  RISKS,  INCLUDING,  WITHOUT
LIMITATION,  THE  DEPENDENCE ON A SINGLE LINE OF BUSINESS;  THE FAILURE TO CLOSE
PROPOSED FINANCING;  RAPID TECHNOLOGICAL CHANGE; INABILITY TO ATTRACT AND RETAIN
KEY PERSONNEL;  THE POTENTIAL FOR SIGNIFICANT FLUCTUATIONS IN OPERATING RESULTS;
THE LOSS OF A MAJOR  CUSTOMER;  AND THE  POTENTIAL  VOLATILITY  OF THE COMPANY'S
COMMON STOCK.


ITEM 3(A)T CONTROLS AND PROCEDURES

As of the end of the period covered by this Quaterly  Report,  we carried out an
evaluation,  under  the  supervision  and with the  participation  of our  Chief
Executive  Officer and our Chief Financial Officer , of the effectiveness of the
design and operation of our disclosure  controls and  procedures.  Based on this
evaluation,  our Chief Executive  Officer and Chief Financial  Officer concluded
that  information  required to be disclosed is recorded.  The Company  maintains
disclosure  controls and procedures that are designed to ensure that information
required to be  disclosed  in the  Company's  Exchange  Act reports 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 the Company's  management,  including the Chief  Executive  Officer and Chief
Financial  Officer,  as  appropriate,  to allow for timely  decisions  regarding
required disclosure based closely on the definition of "disclosure  controls and
procedures"  in Rule  13a-15(e).  In designing  and  evaluating  the  disclosure
controls and procedures, management recognized that any controls and procedures,
no matter how well designed and operated,  can provide only reasonable assurance
of achieving the desired  control  objectives,  and management  necessarily  was
required to apply its judgment in evaluating the  cost-benefit  relationship  of
possible controls and procedures.  The Company carried out an evaluation,  under
the  supervision  and  with  the  participation  of  the  Company's  management,
including  the Chief  Executive  Officer  and  Chief  Financial  Officer  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures as of the end of the period covered by this report.  Based on the
foregoing,  the Chief Executive  Officer and Chief Financial  Officer  concluded
that our  disclosure  controls and  procedures  were effective at the reasonable
assurance level.

There have been no changes in our internal  controls  over  financial  reporting
during the Company's most recent fiscal quarter that has materially affected, or
is reasonably likely to materially  affect,  the Company's internal control over
financial reports.

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<PAGE>


                           PART II: OTHER INFORMATION



ITEM 1     LEGAL PROCEEDINGS

In the  normal  course of  business,  there may be  various  legal  actions  and
proceedings pending which seek damages against the Company. As of March 31, 2007
there were no claims asserted or threatened against the Company.


ITEM 2     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.


ITEM 3     DEFAULTS ON SENIOR SECURITIES

None.


ITEM 4     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the quarter ended
March 31, 2007.


ITEM 5     OTHER INFORMATION

None.


ITEM 6     EXHIBITS


EXHIBITS

31.1      302 Certification

31.2      302 Certification

32        Certification of Chief Executive  Officer and Chief Financial  Officer
          Pursuant to 18 U.S.C.  Section 1350, Section 906 of the Sarbanes-Oxley
          Act of 2002


                                   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.


/s/ Martin F. Schacker
----------------------
    Martin F. Schacker

Date: May 15, 2007


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