| Delaware                                                                                          |   | 33-1131287                                                       |
|---------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------|
| (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)                                             |

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**NAREK      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 (January              24,              2006) through September 30, 2006 (unaudited) and the three              months ended September 30, 2006 (unaudited) |   | F-2    |
|                                                                                                                                                                                                                                      |   |   |
| Statement of Stockholder’s Deficiency for the              Period from Inception (January              24,              2006) through September 30, 2006 (unaudited)                                                                |   | F-3    |
|                                                                                                                                                                                                                                      |   |   |
| Statements of Cash Flows for the Cumulative              Period from Inception (January              24,              2006) through September 30, 2006 (unaudited) and the three              months ended September 30, 2006 (unaudited) |   | F-4    |
|                                                                                                                                                                                                                                      |   |   |
| 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      |

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**PART      I - FINANCIAL INFORMATION**

**Item      1. Financial Statements.**

|                                                                |   | September                30,2006 |    |
|---------------------------------------------------------------------|--------|----------------------------------|---------|
|                                                                |   | (Unaudited)                      |    |
|                                                                |   |                             |    |
| Assets                                                              |   |                             |    |
| Current                Assets                                       |   |                             |    |
| Cash                                                                |   | $                                | 7,441   |   |
|                                                                |   |                             |    |   |
| Total                Assets                                         |   | $                                | 7,441   |   |
|                                                                |   |                             |    |   |
| 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     |   |                             | (41,846 | ) |
|                                                                |   |                             |    |   |
| Total                Stockholder's (Deficiency)                     |   |                             | (40,446 | ) |
|                                                                |   |                             |    |   |
| Total                Liabilities and Stockholder's (Deficiency)     |   | $                                | 7,441   |   |

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NAREK        PHARMACEUTICALS, INC. 

|                                                      |   | THREE                MONTHS                ENDEDSEPTEMBER                30, 2006 |       | FOR                    THE PERIOD JANUARY                  24, 2006(INCEPTION)THROUGHSEPTEMBER                30,2006 |   |
|-----------------------------------------------------------|--------|-----------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------|--------|
|                                                      |   |  (UNAUDITED)                                                                 |       | (UNAUDITED)                                                                                                           |   |
|                                                      |   |                                                                         |       |                                                                                                                  |   |
| Revenue                                                   |   | $                                                                                 | -          |                                                                                                                  | $      | - |   |
|                                                      |   |                                                                              |       |                                                                                                                  |   |   |   |
| General                and administrative expenses        |   | $                                                                                 | (10,250    | )                                                                                                                     | $      | (41,059 | ) |
|                                                      |   |                                                                              |       |                                                                                                                  |   |   |   |
| Loss                before interest expense               |   |                                                                              | (10,250    | )                                                                                                                     |   | (41,059 | ) |
|                                                      |   |                                                                              |       |                                                                                                                  |   |   |   |
| Interest                expense                           |   |                                                                              | (344       | )                                                                                                                     |   | (787 | ) |
|                                                      |   |                                                                              |       |                                                                                                                  |   |   |   |
| Net                loss                                   |   | $                                                                                 | (10,594    | )                                                                                                                     | $      | (41,846 | ) |
|                                                      |   |                                                                              |       |                                                                                                                  |   |   |   |
|                                                      |   |                                                                              |       |                                                                                                                  |   |   |   |
| Basic                and diluted net loss per share       |   | $                                                                                 | (0.00      | )                                                                                                                     | $      | (0.00 | ) |
|                                                      |   |                                                                              |       |                                                                                                                  |   |   |   |
| Weighted                average common shares outstanding |   |                                                                              | 14,000,000 |                                                                                                                  |   | 13,272,000 |   |

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|                                                                              |   |                        |       | 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 September 30, 2006 (Unaudited) |   |                        | -          |                      |   | -             |   |   | (41,846 | ) |   | (41,846 | ) |
|                                                                              |   |                        |       |                      |   |          |   |   |   |   |   |   |   |
| Balance,                September 30, 2006 (Unaudited)                            |   |                        | 14,000,000 |                      | $      | 1,400         |   | $ | (41,846 | ) | $ | (40,446 | ) |

----

|                                                             |   | THREE                  MONTHS                  ENDEDSEPTEMBER                  30,                  2006 |    | FOR                      THE PERIODJANUARY 24, 2006(INCEPTION)THROUGHSEPTEMBER                      30,                      2006 |   |
|------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------|---------|-----------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                             |   | (UNAUDITED)                                                                                              |    | (UNAUDITED)                                                                                                                       |   |
|                                                             |   |                                                                                                     |    |                                                                                                                              |   |
| Cash                flow from operating activities:              |   |                                                                                                     |    |                                                                                                                              |   |
|                                                             |   |                                                                                                     |    |                                                                                                                              |   |
| Net                loss                                          |   | $                                                                                                        | (10,594 | )                                                                                                                                 | $      | (41,846 | ) |
| Changes                in assets and liabilities                 |   |                                                                                                     |    |                                                                                                                              |   |   |   |
| Increase                in accounts payable and accrued expenses |   |                                                                                                     | 3,844   |                                                                                                                              |   | 6,787 |   |
|                                                             |   |                                                                                                     |    |                                                                                                                              |   |   |   |
| Net                cash used in operating activities             |   |                                                                                                     | (6,750  | )                                                                                                                                 |   | (35,059 | ) |
|                                                             |   |                                                                                                     |    |                                                                                                                              |   |   |   |
| Cash                flow 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                                  |   |                                                                                                     | 3,250   |                                                                                                                              |   | 7,441 |   |
|                                                             |   |                                                                                                     |    |                                                                                                                              |   |   |   |
| Cash,                beginning of period                         |   |                                                                                                     | 4,191   |                                                                                                                              |   | - |   |
|                                                             |   |                                                                                                     |    |                                                                                                                              |   |   |   |
| Cash,                end of period                               |   | $                                                                                                        | 7,441   |                                                                                                                              | $      | 7,441 |   |

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**NAREK      PHARMACEUTICALS, INC**
**.**

**A      Development Stage Company**

**NOTES      TO FINANCIAL STATEMENTS**

**SEPTEMBER      30, 2006**

**(UNAUDITED)**

**NOTE      1 - OPERATIONS **

**Narek      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.**

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**NAREK      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.**

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**NAREK      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.**

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**NAREK      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.**

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

**Item      3. Controls and Procedures.**

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**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 |
|--|------|-----------------------------------------------|

|  | *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. |
|---|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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**SIGNATURES**

|                                 |                                     |                                        |
|--------------------------------------|------------------------------------------|---------------------------------------------|
| Date:              November 10, 2006 | NAREK              PHARMACEUTICALS, INC. |
|                            |                                |                                   |
|                                 | By:                            | /s/ Anna              Kazanchyan, M.D. |
|                                 | Name:              Anna Kazanchyan, M.D. |
|                                 | Title:               President      |

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