|   | Delaware                                                                                     |   | 33-1131290                                                            |   |
|--------|----------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------|--------|
|   | (State                or other jurisdiction of incorporation                or organization) |   | (I.R.S.                employer identification                number) |   |

|   | 933 Mamaroneck Avenue, Suite 103                Mamaroneck,                NY |   | 10543                     |   |
|--------|---------------------------------------------------------------------------------------------------|--------|---------------------------|--------|
|   | (Address of principal executive offices)                                      |   | (Zip                Code) |   |

----

**HERATSI      PHARMACEUTICALS, INC.**

**-      INDEX -**

|                                                                                                                                                                                                                                                                                                                                                                                      | Page   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| **PART                I – FINANCIAL INFORMATION:**                                                                                                                                                                                                                                                                                                                             |   |
|                                                                                                                                                                                                                                                                                                                                                                                      |   |
| Item                1. Financial Statements:                                                                                                                                                                                                                                                                                                                                              |   |
|                                                                                                                                                                                                                                                                                                                                                                                      |   |
| Balance                Sheet as of September 30, 2007 ()                                                                                                                                                                                                                                                                                                                                  | F-1    |
|                                                                                                                                                                                                                                                                                                                                                                                      |   |
| Statements                of Operations (Not Reviewed) for the Three Months Ended September                30, 2007                and 2006, for the Nine Months Ended September 30, 2007, for the Period                January 24, 2006 (Inception) Through September 30, 2006 and for the                Period                January 24, 2006 (Inception) Through September 30, 2007 | F-2    |
|                                                                                                                                                                                                                                                                                                                                                                                      |   |
| Statement                of Stockholder’s Deficiency for the Period January 24, 2006 (Inception)                Through September 30, 2007 (Not Reviewed)                                                                                                                                                                                                                           | F-3    |
|                                                                                                                                                                                                                                                                                                                                                                                      |   |
| Statements                of Cash Flows for the Nine Months Ended September 30, 2007 (Not Reviewed),                for the Period January 24, 2006 (Inception) Through September 30,                2006                (Not Reviewed) and for the Period January 24, 2006 (Inception) Through                September 30, 2007 (Not Reviewed)                                          | F-4    |
|                                                                                                                                                                                                                                                                                                                                                                                      |   |
| Notes                to Financial Statements                                                                                                                                                                                                                                                                                                                                              | F-5    |
|                                                                                                                                                                                                                                                                                                                                                                                      |   |
| Item                2. Management's Discussion and Analysis or Plan of                Operation                                                                                                                                                                                                                                                                                           | 1      |
|                                                                                                                                                                                                                                                                                                                                                                                      |   |
| Item                3. Controls and Procedures                                                                                                                                                                                                                                                                                                                                            | 1      |
|                                                                                                                                                                                                                                                                                                                                                                                      |   |
| **PART                II –                OTHER                INFORMATION:**                                                                                                                                                                                                                                                                                                  |   |
|                                                                                                                                                                                                                                                                                                                                                                                      |   |
| Item                1. Legal Proceedings                                                                                                                                                                                                                                                                                                                                                  | 1      |
|                                                                                                                                                                                                                                                                                                                                                                                      |   |
| Item                2. Unregistered Sales of Equity Securities and Use of                Proceeds                                                                                                                                                                                                                                                                                         | 1      |
|                                                                                                                                                                                                                                                                                                                                                                                      |   |
| Item                3. Defaults Upon Senior Securities                                                                                                                                                                                                                                                                                                                                    | 1      |
|                                                                                                                                                                                                                                                                                                                                                                                      |   |
| Item                4. Submission of Matters to a Vote of Security Holders                                                                                                                                                                                                                                                                                                                | 1      |
|                                                                                                                                                                                                                                                                                                                                                                                      |   |
| Item                5. Other Information                                                                                                                                                                                                                                                                                                                                                  | 2      |
|                                                                                                                                                                                                                                                                                                                                                                                      |   |
| Item                6. Exhibits                                                                                                                                                                                                                                                                                                                                                           | 2      |
|                                                                                                                                                                                                                                                                                                                                                                                      |   |
| Signatures                                                                                                                                                                                                                                                                                                                                                                                | 3      |

----

**PART      I –      FINANCIAL INFORMATION**

**Item      1. Financial Statements.**

|                                                                                                                                      |
|-------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                      |   |   | SEPTEMBER                30,2007   |   |
|                                                                                                                                      |   |   | (NOT REVIEWED)   |   |
|  Assets                                                                                                                              |   |   |   |   |
| Current                Assets                                                                                                             |   |   |   |   |
| Cash                                                                                                                                      |   | $ | 4,388 |   |
|                                                                                                                                      |   |   |   |   |
| Total                Assets                                                                                                               |   | $ | 4,388 |   |
|                                                                                                                                      |   |   |   |   |
|                                                                                                                                      |   |   |   |   |
| Liabilities                and Stockholder's (Deficiency)                                                                                 |
|                                                                                                                                      |   |   |   |   |
| Current                Liabilities                                                                                                        |   |   |   |   |
| Accrued                expenses                                                                                                           |   | $ | 1,500 |   |
|                                                                                                                                      |   |   |   |   |
| Other                Liabilities                                                                                                          |   |   |   |   |
| Notes                payable - stockholder                                                                                           |   |   | 69,600 |   |
| Accrued                interest payable                                                                                                   |   |   | 4,991 |   |
| Total                Other Liabilities                                                                                                    |   |   | 74,591 |   |
|                                                                                                                                      |   |   |   |   |
| Total                Liabilities                                                                                                          |   |   | 76,091 |   |
|                                                                                                                                      |   |   |   |   |
| Stockholder's                Deficiency                                                                                                   |   |   |   |   |
| Preferred                stock, $.0001 par value; 10,000,000 shares authorized; none outstanding                                          |   |   | - |   |
| Common                  stock, $.0001 par value; 125,000,000 shares authorized;                  14,000,000 shares issued and outstanding |   |   | 1,400 |   |
| Deficit                accumulated during the development stage                                                                           |   |   | (73,103 | ) |
|                                                                                                                                      |   |   |   |   |
| Total                Stockholder's (Deficiency)                                                                                           |   |   | (71,703 | ) |
|                                                                                                                                      |   |   |   |   |
| Total                Liabilities and Stockholder's (Deficiency)                                                                           |   | $ | 4,388 |   |

----

|                                                      |   | FOR                THE NINEMONTHS                ENDED   SEPTEMBER 30, 2007 |       | FOR                THE PERIOD  JANUARY                24, 2006   (INCEPTION) THROUGH SEPTEMBER 30, 2006 |   | FOR                THE PERIOD JANUARY 24, 2006 (INCEPTION)                THROUGH SEPTEMBER 30, 2007 |                |
|-----------------------------------------------------------|--------|--------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------|---------------------|
|                                                      |   |                                                                                       |       |                                                                                                                                  |   |                                                                                                                               |                |
| Revenue                                                   |   | $                                                                                          | -          |                                                                                                                                  | $      | -                                                                                                                                  |                | $ | - |   |
|                                                      |   |                                                                                       |       |                                                                                                                                  |   |                                                                                                                               |                |   |   |   |
| General                and administrative expenses        |   |                                                                                       | 23,278     |                                                                                                                                  |   | 28,586                                                                                                                             |                |   | 55,612 |   |
|                                                      |   |                                                                                       |       |                                                                                                                                  |   |                                                                                                                               |                |   |   |   |
| Loss                before interest expense               |   |                                                                                       | (23,278    | )                                                                                                                      |   | (28,586                                                                                                                            | )    |   | (55,612 | ) |
|                                                      |   |                                                                                       |       |                                                                                                                                  |   |                                                                                                                               |                |   |   |   |
| Interest                expense                           |   |                                                                                       | 3,748      |                                                                                                                                  |   | 787                                                                                                                                |                |   | 4,991 |   |
|                                                      |   |                                                                                       |       |                                                                                                                                  |   |                                                                                                                               |                |   |   |   |
| Net                loss                                   |   | $                                                                                          | (27,026    | )                                                                                                                                     | $      | (29,373                                                                                                                            | )                   | $ | (60,603 | ) |
|                                                      |   |                                                                                       |       |                                                                                                                                  |   |                                                                                                                               |                |   |   |   |
| Basic                and diluted net loss per share       |   | $                                                                                          | (0.00      | )                                                                                                                                     | $      | (0.00                                                                                                                              | )                   |   |   |   |
|                                                      |   |                                                                                       |       |                                                                                                                                  |   |                                                                                                                               |                |   |   |   |
| Weighted                average common shares outstanding |   |                                                                                       | 14,000,000 |                                                                                                                                  |   | 12,848,101                                                                                                                         |                |   |   |   |

|                                                      |                                                   |   |                                     |   |   |                         |   |
|-----------------------------------------------------------|--------------------------------------------------------|--------|------------------------------------------|--------|--------|------------------------------|--------|
|                                                      |  FOR                THE THREE MONTHS ENDED   |   |
|                                                      |                                                   |   | SEPTEMBER 30, 2007   |   |   | SEPTEMBER 30, 2006 |   |
|                                                      |                                                   |   |                                     |   |   |                         |   |
| Revenue                                                   |                                                   | $      | -                                        |   | $      | -                            |   |
|                                                      |                                                   |   |                                     |   |   |                         |   |
| General                and administrative expenses        |                                                   |   | 7,218                                    |   |   | 10,227                       |   |
|                                                      |                                                   |   |                                     |   |   |                         |   |
| Loss                before interest expense               |                                                   |   | (7,218                                   | )      |   | (10,227                      |   |
|                                                      |                                                   |   |                                     |   |   |                         |   |
| Interest                expense                           |                                                   |   | 2,744                                    |   |   | 345                          |   |
|                                                      |                                                   |   |                                     |   |   |                         |   |
| Net                loss                                   |                                                   | $      | (9,962                                   | )      | $      | (10,572                      |   |
|                                                      |                                                   |   |                                     |   |   |                         |   |
| Basic                and diluted net loss per share       |                                                   | $      | (0.00                                    | )      | $      | (0.00                        |   |
|                                                      |                                                   |   |                                     |   |   |                         |   |
| Weighted                average common shares outstanding |                                                   |   | 14,000,000                               |   |   | 14,000,000                   |   |

----

HERATSI      PHARMACEUTICALS, INC. 

|                                                                                     |   |                        |       |        |   | Deficit                Accumulated                During                the |   | Total        |    |
|------------------------------------------------------------------------------------------|--------|-----------------------------|------------|-------------|--------|-----------------------------------------------------------------------------|--------|--------------|---------|
|                                                                                     |   | Common                Stock |       | Development |   | Stockholder's                                                               |   |
|                                                                                     |   | Shares                      |       | Amount      |   | Stage                                                                       |   | (Deficiency) |    |
| Balance,                January 24, 2006 (inception)                                     |   |                        | -          |        | $      | -                                                                           |   | $            | -       |   | $ | - |   |
|                                                                                     |   |                        |       |        |   |                                                                        |   |         |    |   |   |   |   |
| Issuance                of 14,000,000 shares of common stock                             |   |                        | 14,000,000 |        |   | 1,400                                                                       |   |         | -       |   |   | 1,400 |   |
|                                                                                     |   |                        |       |        |   |                                                                        |   |         |    |   |   |   |   |
| Net                loss - January 24, 2006 through December 31, 2006                |   |                        | -          |        |   | -                                                                           |   |         | (46,077 | ) |   | (46,077 | ) |
|                                                                                     |   |                        |       |        |   |                                                                        |   |         |    |   |   |   |   |
| Balance,                December 31, 2006                                                |   |                        | 14,000,000 |        |   | 1,400                                                                       |   |         | (46,077 | ) |   | (44,677 | ) |
|                                                                                     |   |                        |       |        |   |                                                                        |   |         |    |   |   |   |   |
| Net                loss - January 1, 2007 through September 30, 2007 (Not Reviewed) |   |                        | -          |        |   | -                                                                           |   |         | (27,026 | ) |   | (27,026 | ) |
|                                                                                     |   |                        |       |        |   |                                                                        |   |         |    |   |   |   |   |
| Balance,                September 30, 2007 (Not Reviewed)                                |   |                        | 14,000,000 |        | $      | 1,400                                                                       |   | $            | (73,103 | ) | $ | (71,703 | ) |

----

|                                                              |   |                                       |    | FOR                    THE PERIOD                  |   | FOR                    THE PERIOD                  |   |
|-------------------------------------------------------------------|--------|--------------------------------------------|---------|----------------------------------------------------|--------|----------------------------------------------------|--------|
|                                                              |   |                                       |    | JANUARY                    24, 2006                |   | JANUARY                    24, 2006                |   |
|                                                              |   | NINE MONTHS                    ENDED  |    | (INCEPTION)                                        |   | (INCEPTION)                                        |   |
|                                                              |   | SEPTEMBER 30,                    2007 |    | THROUGH SEPTEMBER                    30, 2006 |   | THROUGH SEPTEMBER                    30, 2007 |   |
|                                                              |   | (NOT REVIEWED)                        |    | (NOT                    REVIEWED)                  |   | (NOT                    REVIEWED)                  |   |
| Cash                    flows from operating activities:          |   |                                       |    |                                               |   |                                               |   |   |   |   |
|                                                              |   |                                       |    |                                               |   |                                               |   |   |   |   |
| Net                    loss                                       |   | $                                          | (27,026 | )                                                  | $      | (29,373                                            | )      | $ | (73,103 | ) |
| Changes                    in assets and liabilities              |   |                                       |    |                                               |   |                                               |   |   |   |   |
| Increase                    (Decrease) in accrued expenses        |   |                                       | (2,000  | )                                                  |   | 6,000                                              |   |   | 1,500 |   |
| Increase                    in accrued interest payable           |   |                                       | 3,748   |                                               |   | 787                                                |   |   | 4,991 |   |
|                                                              |   |                                       |    |                                               |   |                                               |   |   |   |   |
| Net                    cash used in operating activities          |   |                                       | (25,278 | )                                                  |   | (22,586                                            | )      |   | (66,612 | ) |
|                                                              |   |                                       |    |                                               |   |                                               |   |   |   |   |
|                                                              |   |                                       |    |                                               |   |                                               |   |   |   |   |
| Cash                    flows from financing activities:          |   |                                       |    |                                               |   |                                               |   |   |   |   |
|                                                              |   |                                       |    |                                               |   |                                               |   |   |   |   |
| Proceeds                    from notes payable - stockholder |   |                                       | 28,500  |                                               |   | 28,600                                             |   |   | 69,600 |   |
| Proceeds                    from issuance of common stock         |   |                                       | -       |                                               |   | 1,400                                              |   |   | 1,400 |   |
|                                                              |   |                                       |    |                                               |   |                                               |   |   |   |   |
| Net                    cash provided by financing activities      |   |                                       | 28,500  |                                               |   | 30,000                                             |   |   | 71,000 |   |
|                                                              |   |                                       |    |                                               |   |                                               |   |   |   |   |
| Increase                    in cash                               |   |                                       | 3,222   |                                               |   | 7,414                                              |   |   | 4,388 |   |
|                                                              |   |                                       |    |                                               |   |                                               |   |   |   |   |
| Cash,                    beginning of period                      |   |                                       | 1,166   |                                               |   | -                                                  |   |   | - |   |
|                                                              |   |                                       |    |                                               |   |                                               |   |   |   |   |
| Cash,                    end of period                            |   | $                                          | 4,388   |                                               | $      | 7,414                                              |   | $ | 4,388 |   |

----

**HERATSI      PHARMACEUTICALS, INC**
**.**

**(A      Development Stage Company)**

**NOTES      TO FINANCIAL STATEMENTS**

**SEPTEMBER      30, 2007 **

**(NOT      REVIEWED)**

**NOTE      1 - OPERATIONS **

**Heratsi      Pharmaceuticals, Inc. (the “Company”) was incorporated in the state of Delaware      on January 24, 2006. **

**The      Company has been in the development stage since its inception, developing its      business plans and seeking potential merger targets. There have been no      operations or revenue since inception.**

**NOTE      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

**Basis      of Presentation**

**The      accompanying financial statements have been prepared assuming the Company will      continue as a going concern. The Company has a deficit accumulated during the      development stage and deficiencies in stockholder’s equity and working capital      at September 30, 2007 Management plans to issue more shares of common stock      in      order to raise money and to continue to borrow funds from the existing      stockholder until a merger can be consummated. The accompanying financial      statements do not include any adjustments that might be required should the      company be unable to recover the value of its assets or satisfy its liabilities.      **
**These      financial statements have not been reviewed by an independent registered public      accounting firm.**

**Use      of Estimates**

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

**Cash      & Cash Equivalents**

**For      purposes of the statement of cash flows, the Company considers highly liquid      financial instruments purchased with a maturity of three months or less to      be      cash equivalents. At September 30, 2007, the Company has no cash      equivalents.**

**Income      Taxes**

**The      Company follows the provisions of Statement of Financial Accounting Standards      Board No. 109, “Accounting for Income Taxes,” which requires the use of the      liability method of accounting for income taxes by applying enacted statutory      rates in effect at the balance sheet date to the differences between the tax      basis of assets and liabilities and their reported amounts on the financial      statements. A valuation allowance is provided when it is more likely than not      that a deferred tax asset will not be realized. The Company’s gross deferred tax      asset of approximately $15,000 at September 30, 2007 has been fully offset      by a      valuation allowance.**

----

**HERATSI      PHARMACEUTICALS, INC**
**.**

**A      Development Stage Company)**

**NOTES      TO FINANCIAL STATEMENTS**

**SEPTEMBER      30, 2007**

**(NOT      REVIEWED)**

**NOTE      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -      continued**

**Loss      per Common Share**

**Basic      net loss per share was computed by dividing net loss for the year by the      weighted average number of shares outstanding during the year. Diluted loss      per      share includes potentially dilutive securities such as outstanding options      and      warrants, using various methods such as the treasury stock method in the      determination of dilutive shares outstanding during each reporting period The      Company does not have any potentially dilutive instruments.**

**Financial      Instruments**

**The      carrying amounts of financial instruments, including current assets and      liabilities, approximate fair value because of their relatively short maturity.      **

**NOTE      3 - NOTES PAYABLE TO STOCKHOLDER**

**On      February 6, 2006 and July 13, 2006, the Company issued 4.00% promissory notes      payable for $31,100 and $10,000, respectively, to Dr. Anna Kazanchyan, the      sole      officer, director and stockholder of the Company (the “Note”). The Notes and all      accrued interest mature upon completion of merger, and if no merger is      consummated, then the Notes will reach maturity on December 31,      2010.**

**On      November 8, 2006, the Company and Dr. Kazanchyan amended and restated the      $10,000 promissory note to clarify that interest shall accrue on the outstanding      principal balance daily from the date the Company receives the funds.**

**On      March 16, 2007, the Company issued a 8.25% promissory note payable for $3,500      to      Dr. Anna Kazanchyan, the sole officer, director and stockholder of the Company      (the “Note”). The Note and all accrued interest mature upon completion of      merger, and if no merger is consummated, then the Note will reach maturity      on      March 16, 2009.**

**On      May 30, 2007, the Company issued a 8.25% promissory note payable for $15,000      to      Dr. Anna Kazanchyan, the sole officer, director and stockholder of the Company      (the “Note”). The Note and all accrued interest mature upon completion of      merger, and if no merger is consummated, then the Note will reach maturity      on      May 30, 2009.**

**On      August 20, 2007, an additional amount of $10,000 was loaned from the sole      officer, director and stockholder of the Company. This amount plus accrued      interest is payable upon completion of merger.**

----

**HERATSI      PHARMACEUTICALS, INC**
**.**

**(A      Development Stage Company)**

**NOTES      TO FINANCIAL STATEMENTS**

**SEPTEMBER      30, 2007**

**(NOT      REVIEWED)**

**NOTE      4 - CAPITAL STOCK**

**The      total number of shares of capital stock which the Company is authorized to      issue      is 135,000,000, of which 125,000,000 shares are designated as common stock      at      $.0001 par value (the “Common Stock”) and 10,000,000 shares are designated as      preferred stock at $.0001 par value (the “Preferred Stock”). The Preferred Stock      of the Company shall have such voting powers, full or limited, or no voting      powers, and such designations, preferences, limitations or restrictions as      the      Board of Directors of the Company may determine, from time to      time.**

**Holders      of shares of Common Stock shall be entitled to cast one vote for each share      held      at all stockholder meetings for all purposes, including the election of      directors. The Common Stock does not have cumulative voting      rights.**

**On      February 6, 2006, the Company issued 14,000,000 shares of Common Stock at a      purchase price of $.0001 per share.**

**NOTE      5 - **
**NEW      ACCOUNTING PRONOUNCEMENTS**

**In      September 2006, the Financial Accounting Standards Board issued Statement      of Financial Accounting Standards No. 157, “Fair Value Measurements,” (“FAS      157”). FAS 157 defines fair value, establishes a framework for measuring fair      value and expands disclosures about fair value measurements. The adoption of      FAS      157 is effective January 1, 2008. The Company has not yet determined what      the effect will be, if any, on its financial statements.**

**In      February 2007, the Financial Accounting Standards Board issued Statement of      Financial Accounting Standards No. 159 (“FAS 159”), The Fair Value Option for      Financial Assets and Financial Liabilities, which permits entities to choose      to      measure many financial instruments and certain other items at fair value which      are not currently required to be measured at fair value. FAS 159 is effective      for financial statements issued for fiscal years beginning after November 15,      2007, and interim periods within those fiscal years. The Company does not expect      the adoption of FAS 159 to have an effect on its financial      statements.**

**Management      does not believe that any other recently issued, but not yet effective      accounting pronouncements, if adopted, would have a material effect on the      accompanying consolidated financial statements.**

----

**HERATSI      PHARMACEUTICALS, INC**
**.**

**(A      Development Stage Company)**

**NOTES      TO FINANCIAL STATEMENTS**

**JUNE      30, 2007**

**(NOT      REVIEWED)**

**NOTE      6 - INTERIM FINANCIAL STATEMENTS**

**The      accompanying Interim Financial Statements of the Company as of June 30, 2007      and      for the period January 24, 2006 (inception) through June 30, 2007 have been      prepared in accordance with accounting principles generally accepted for interim      financial statement presentation and in accordance with the instructions to      Regulations S-B. Accordingly, they do not include all of the information and      footnotes required by accounting principles generally accepted in the United      States for complete financial statement presentation. In the opinion of      management, all adjustments for a fair statement of the results and operations      and financial position for the interim periods presented have been      included.**

**All      such adjustments are of a normal recurring nature. The financial information      should be read in conjunction with the Financial Statements and notes thereto      included in the Company’s Form 10-KSB for the period January 24, 2006      (inception) through December 31, 2006. There have been no changes in significant      accounting policies since December 31, 2006.**

----

**Item      2. Management’s Discussion and Analysis or Plan of Operation.**

**Item      3. Controls and Procedures.**

**PART      II — OTHER INFORMATION**

**Item      1. Legal Proceedings.**

**Item      2. Unregistered Sales of Equity Securities and Use of Proceeds.**

**Item      3. Defaults Upon Senior Securities.**

**Item      4. Submission of Matters to a Vote of Security Holders.**

----

**Item      5. Other Information.**

**Item      6. Exhibits.**

| Exhibit |   | Description                                                                                                                                                                                                                                                                                                                                             |
|---------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                                                                                    |
| *3.1    |   | Certificate                of Incorporation, as filed with the Delaware Secretary of State on                January                24, 2006.                                                                                                                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                                                                                                    |
| *3.2    |   | By-laws.                                                                                                                                                                                                                                                                                                                                                |
|    |   |                                                                                                                                                                                                                                                                                                                                                    |
| 31.1    |   | Certification                of the Company’s Principal Executive Officer and Principal Financial                Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,                with                respect to the registrant’s Quarterly Report on Form 10-QSB for the                quarter ended September 30, 2007. |
|    |   |                                                                                                                                                                                                                                                                                                                                                    |
| 32.1    |   | Certification                of the Company’s Principal Executive Officer and Principal Financial                Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to                Section                906 of the Sarbanes Oxley Act of                2002.                                                                   |

| * | Filed                as an exhibit to the Company's registration statement on Form 10-SB,                as                filed with the Securities and Exchange Commission on May 26, 2006,                and                incorporated herein by this                reference. |
|---|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

**SIGNATURES**

| Date:                August 13, 2007 | HERATSI                PHARMACEUTICALS, INC. |
|--------------------------------------|----------------------------------------------|
|                                 |                                         |   |
|                                 |                                         |   |
|                                 | By:                                          | /s/                Jason Rogers |
|                                 | Name:                                        | Jason                Rogers |
|                                 | Title:                                       | President |

----