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

                                   FORM 10-QSB

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

                For the quarterly period ended September 30, 2006

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

                        For the transition period from to

                        Commission file number 000-52021

                          Heratsi Pharmaceuticals, Inc.
        (Exact name of small business issuer as specified in its charter)

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

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

                     Issuer's telephone number: 914-715-0567

                                    No change
                                    ---------
                     (Former name, former address and former
                   fiscal year, if changed since last report)

<PAGE>

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

      Check  whether the issuer is a shell  company (as defined in Rule 12b-2 of
the Exchange Act). Yes |X| No |_|.

                      APPLICABLE ONLY TO CORPORATE ISSUERS

      State the number of shares  outstanding of each of the issuer's classes of
common equity, as of the latest  practicable  date:  14,000,000 shares of Common
Stock, par value $.0001 per share, outstanding as of November 10, 2006.

Transitional Small Business Disclosure Format (Check one): YES |_| NO |X|

<PAGE>

                          HERATSI PHARMACEUTICALS, INC.

                                    - INDEX -

                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION:

Balance Sheet as of September 30, 2006 (unaudited)                           F-1

Statements of Operations for the Cumulative Period from Inception            F-2
     (January 24, 2006) through September 30, 2006 (unaudited) and the
     three months ended September 30, 2006 (unaudited)

Statement of Stockholder's Deficiency for the Period from Inception          F-3
     (January 24, 2006) through September 30, 2006 (unaudited)

Statements of Cash Flows for the Cumulative Period from Inception            F-4
     (January 24, 2006) through September 30, 2006 (unaudited) and the
     three months ended September 30, 2006 (unaudited)

Notes to Unaudited 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                                                     2

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

Item 3.  Defaults Upon Senior Securities                                       2

Item 4.  Submission of Matters to a Vote of Security Holders                   2

Item 5.  Other Information                                                     2

Item 6.  Exhibits                                                              2

Signatures                                                                     3

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

                          HERATSI PHARMACEUTICALS, INC.
                           A Development Stage Company
                                  BALANCE SHEET

                                     Assets

                                                                   September 30,
                                                                       2006
                                                                    (Unaudited)
                                                                   -------------

Current Assets
     Cash                                                             $  7,414
                                                                      --------

        Total Assets                                                  $  7,414
                                                                      ========

                   Liabilities and Stockholder's (Deficiency)

Current Liabilities
     Accounts payable and accrued expenses                            $  6,787

Notes payable - stockholder                                             41,100
                                                                      --------

        Total Liabilties                                                47,887
                                                                      --------

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                  (41,873)
                                                                      --------

        Total Stockholder's (Deficiency)                               (40,473)
                                                                      --------

        Total Liabilities and Stockholder's (Deficiency)              $  7,414
                                                                      ========

                  See notes to unaudited financial statements.


                                      F-1
<PAGE>

                          HERATSI PHARMACEUTICALS, INC.
                           A Development Stage Company
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                        FOR THE PERIOD
                                                                       JANUARY 24, 2006
                                                THREE MONTHS ENDED    (INCEPTION) THROUGH
                                                SEPTEMBER 30, 2006    SEPTEMBER 30, 2006
                                                    (UNAUDITED)           (UNAUDITED)
                                                ------------------    -------------------
<S>                                                <C>                   <C>
Revenue                                            $         --          $         --

General and administrative expenses                     (10,227)              (41,086)
                                                   ------------          ------------

Loss before interest expense                            (10,227)              (41,086)

Interest expense                                           (344)                 (787)
                                                   ------------          ------------

         Net loss                                  $    (10,571)         $    (41,873)
                                                   ============          ============

Basic and diluted net loss per share               $      (0.00)         $      (0.00)
                                                   ============          ============

Weighted average common shares outstanding           14,000,000            13,272,000
                                                   ============          ============
</TABLE>

                  See notes to unaudited financial statements.


                                      F-2
<PAGE>

                          HERATSI PHARMACEUTICALS, INC.
                           A Development Stage Company
                      STATEMENT OF STOCKHOLDER'S DEFICIENCY
     FOR THE PERIOD JANUARY 24, 2006 (Inception) THROUGH SEPTEMBER 30, 2006

<TABLE>
<CAPTION>
                                                                                                      Deficit
                                                                                                    Accumulated
                                                                             Common Stock            During the         Total
                                                                       -------------------------     Development    Stockholder's
                                                                         Shares         Amount          Stage       (Deficiency)
                                                                       ----------     ----------     ----------      ----------
<S>                                                                    <C>            <C>            <C>             <C>
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 September 30, 2006 (Unaudited)             --             --        (41,873)        (41,873)
                                                                       ----------     ----------     ----------      ----------

Balance, September 30, 2006 (Unaudited)                                14,000,000     $    1,400     $  (41,873)     $  (40,473)
                                                                       ==========     ==========     ==========      ==========
</TABLE>

                  See notes to unaudited financial statements.


                                      F-3
<PAGE>

                          HERATSI PHARMACEUTICALS, INC.
                           A Development Stage Company
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                             FOR THE PERIOD
                                                                                            JANUARY 24, 2006
                                                                       THREE MONTHS ENDED  (INCEPTION) THROUGH
                                                                       SEPTEMBER 30, 2006   SEPTEMBER 30, 2006
                                                                           (UNAUDITED)          (UNAUDITED)
                                                                           -----------          -----------
<S>                                                                         <C>                  <C>
Cash flows from operating activities:

      Net loss                                                              $(10,571)            $(41,873)
      Changes in assets and liabilities
               Increase in accounts payable and accrued expenses               3,844                6,787
                                                                            --------             --------

      Net cash used in operating activities                                   (6,727)             (35,086)
                                                                            --------             --------

Cash flows from financing activities:

      Proceeds from notes payable - stockholder                               10,000               41,100
      Proceeds from issuance of common stock                                      --                1,400
                                                                            --------             --------

      Net cash provided by financing activities                               10,000               42,500
                                                                            --------             --------

Increase in cash                                                               3,273                7,414

Cash, beginning of period                                                      4,141                   --
                                                                            --------             --------

Cash, end of period                                                         $  7,414             $  7,414
                                                                            ========             ========
</TABLE>

                  See notes to unaudited financial statements.


                                      F-4
<PAGE>

                          HERATSI PHARMACEUTICALS,INC.
                           A Development Stage Company
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006
                                   (UNAUDITED)

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 raising  capital.  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.  Management  plans to issue more
      shares of common  stock in order to raise  money and to continue to borrow
      funds from the existing stockholder.

      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, 2006,  the Company has no
      cash equivalents.


                                      F-5
<PAGE>

                          HERATSI PHARMACEUTICALS,INC.
                           A Development Stage Company
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006
                                   (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

      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
      $6,000  at  September  30,  2006  has been  fully  offset  by a  valuation
      allowance.  The  difference  between the statutory tax rate of 15% and the
      effective  tax rate of 0% is due to the  capitalization  of the  Company's
      start up costs for tax purposes.

      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.

      Share Based Awards

      The Company  follows the  provisions of Statement No. 123 (revised  2004),
      "Share-Based  Payments" (SFAS 123R).  This Statement  requires entities to
      recognize the cost of employee services received in exchange for awards of
      equity instruments based on the grant-date fair value of those awards with
      limited exceptions. The Company has not issued any shared based awards.


                                      F-6
<PAGE>

                          HERATSI PHARMACEUTICALS,INC.
                           A Development Stage Company
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006
                                   (UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

      Financial Instruments

      The carrying amounts of financial instruments,  including cash equivalents
      and accounts payable  approximates  fair value because of their relatively
      short maturity.  The stockholder loan and notes payable  approximates fair
      value based on market rates  available to the Company for  financing  with
      similar terms.

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.

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.


                                      F-7
<PAGE>

                          HERATSI PHARMACEUTICALS,INC.
                           A Development Stage Company
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006
                                   (UNAUDITED)

NOTE 4 - CAPITAL STOCK - continued

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

NOTE 5 - INTERIM FINANCIAL STATEMENTS

      The  accompanying  interim  financial  statements  of  the  Company  as of
      September 30, 2006, and for the three months then ended and for the period
      from  January 24,  2006  (inception)through  September  30, 2006 have been
      prepared in accordance with accounting  principles  generally accepted for
      interim  financial  statement  presentation  and in  accordance  with  the
      instructions  to Regulation S-B.  Accordingly,  they do not include all of
      the information and footnotes required by accounting  principles generally
      accepted  in  the  United   States  of  America  for  complete   financial
      presentation.  In the opinion of management, all adjustments necessary for
      a fair statement of the results of operations  and financial  position for
      the interim period presented have been included.  All such adjustments are
      of a normal recurring nature. This financial information should be read in
      conjunction  with the financial  statements and notes thereto  included in
      the Company's Form 10 SB for the period from inception  (January 24, 2006)
      through  March  31,  2006.  There  have  been no  changes  in  significant
      accounting policies since March 31, 2006.


                                      F-8
<PAGE>

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

      Plan  of  Operation.  The  Company  has not  realized  any  revenues  from
operations since January 24, 2006 (inception), and its plan of operation for the
next  twelve  months  shall  be to  continue  its  efforts  to  locate  suitable
acquisition  candidates.  The  Company  can  provide  no  assurance  that it can
continue to satisfy its cash requirements for at least the next twelve months.

      Results of Operations. The Company has not conducted any active operations
since  inception,   except  for  its  efforts  to  locate  suitable  acquisition
candidates.  No revenue has been  generated by the Company from January 24, 2006
(inception)  to  September  30,  2006.  It is unlikely the Company will have any
revenues unless it is able to effect an acquisition, or merger with an operating
company, of which there can be no assurance.

Item 3. Controls and Procedures.

Evaluation of disclosure controls and procedures.

We maintain  disclosure controls and procedures that are designed to ensure that
information  required  to be  disclosed  in our  reports  filed  pursuant to the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's rules,  regulations and related forms, and
that such information is accumulated and communicated to our principal executive
officer  and  principal  financial  officer,  as  appropriate,  to allow  timely
decisions regarding required disclosure.

As of September 30, 2006, we carried out an  evaluation,  under the  supervision
and with the participation of our management,  including our principal executive
officer and principal  financial officer, of the effectiveness of the design and
operation of our disclosure  controls and procedures.  Based on this evaluation,
our principal  executive officer and principal  financial officer concluded that
our disclosure controls and procedures were effective.

Changes in internal controls.

There have been no changes in our  internal  controls or in other  factors  that
could significantly affect these controls and procedures during the period ended
September 30, 2006.


                                       1
<PAGE>

                          PART II -- OTHER INFORMATION

Item 1. Legal Proceedings.  To the best knowledge of the officers and directors,
the Company is not a party to any legal proceeding or litigation.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. None.

Item 3. Defaults Upon Senior Securities. None.

Item 4. Submission of Matters to a Vote of Security Holders. None.

Item 5. Other Information.

      As  stated  on the  Company's  report  on Form  10-QSB  as filed  with the
Securities  and Exchange  Commission on September 8, 2006, on July 13, 2006, the
Company  issued  one 4%  promissory  note  payable  for  $10,000,  to  Dr.  Anna
Kazanchyan,  the sole  officer,  director  and  stockholder  of the Company (the
"Note").  On  November  8, 2006,  the  Company  and Dr.  Kazanchyan  amended and
restated  the Note to clarify  that  interest  shall  accrue on the  outstanding
principal balance daily from the date the Company receives the funds.

Item 6. Exhibits.

Index to Exhibits

      Exhibit     Description
      -------     -----------

      *3.1        Certificate of Incorporation

      *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, 2006.

      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.


                                       2
<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements  of the Securities  Exchange Act of 1934, as
amended, the Registrant has duly caused the Report to be signed on its behalf by
the undersigned thereunto duly authorized.

Date: November 10, 2006                 HERATSI PHARMACEUTICALS, INC.


                                        By: /s/ Anna Kazanchyan, M.D.
                                            ------------------------------------
                                        Name:  Anna Kazanchyan, M.D.
                                        Title: President


                                       3