SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB/A


(Mark One)

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

                For the quarterly period ended September 30, 2006

                                       OR

[ ]  TRANSITION REPORT UNDER SECTION 13 OF 15(D) OF THE EXCHANGE ACT OF 1934

          From the transition period from ___________ to ____________.

                        Commission File Number 000-52236

                                  VISCORP, INC.
        (Exact name of small business issuer as specified in its charter)


        Pennsylvania                                           20-4857782
----------------------------------                         ---------------------
(State or other  jurisdiction of                           (IRS Employer
  incorporation or organization)                             Identification No.)

                 627 Nevin Avenue, Sewickley, Pennsylvania 15143
                 -----------------------------------------------
                    (Address of principal executive offices)

                                 (412) 977-8366
                                 --------------
                           (Issuer's telephone number)

                                       N/A
(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

         Indicate  by check mark  whether the  registrant  (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 [ ].

         Indicate by a check mark  whether  the  company is a shell  company (as
defined by Rule 12b-2 of the Exchange Act: Yes [ ] No [ X ].

As of  September  30, 2006 there were  4,435,000  shares of Common  Stock of the
issuer outstanding.


<PAGE>



TABLE OF CONTENTS

                          PART I FINANCIAL STATEMENTS



Item 1     Financial Statements                                             3

Item 2     Management's Discussion and Analysis or Plan of Operation        10

                           PART II OTHER INFORMATION

Item 1     Legal Proceedings                                                16
Item 2     Changes in Securities                                            16
Item 3     Default upon Senior Securities                                   16
Item 4     Submission of Matters to a Vote of Security Holders              16
Item 5     Other Information                                                16
Item 6     Exhibits and Reports on Form 8-K                                 16








                                       2
<PAGE>


                                  VISCORP, INC.
                                  BALANCE SHEET
                               SEPTEMBER 30, 2006
                                   (UNAUDITED)


                                     ASSETS

Current assets
  Cash                                                                 $    200
  Receivables                                                             3,400
                                                                       --------
    Total current assets                                                  3,600

Property and equipment, net                                              30,347

Other assets
  Prepaid expenses                                                            0
  Advances-Related Party                                                  2,275
                                                                       --------
    Total other assets                                                    2,275
                                                                       --------
TOTAL ASSETS                                                           $ 36,222
                                                                       ========

                       LIABILITIES AND STOCKHOLDERS'EQUITY

Current liabilities
  Accounts payable and accrued expenses                                $ 35,182
  Advance - related party                                                35,000
                                                                       --------
Total liabilities                                                        70,182
                                                                       --------


Stockholders' deficit:
  Common stock, $.001 par value, 50,000,000 shares
  authorized, 4,435,000 shares issued and outstanding                     4,435
  Additional paid in capital                                             36,065
  Accumulated deficit                                                   (74,460)
                                                                       --------
Total Stockholders' Equity                                              (33,960)
                                                                       --------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $ 36,222
                                                                       ========











                 See Accompanying Notes to Financial Statements

                                       3

<PAGE>

<TABLE>

<CAPTION>

                                  VISCORP, INC.
                            STATEMENTS OF OPERATIONS
             THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
                                   (UNAUDITED)


                                        Three Months    Three Months   Nine Months    Nine Months
                                            Ended          Ended          Ended          Ended
                                          Sept 30,        Sept 30,      Sept 30,        Sept 30,
                                         -----------    -----------    -----------    -----------
                                            2006            2005          2006            2005
                                         -----------    -----------    -----------    -----------
<S>                                      <C>            <C>            <C>            <C>
Revenue                                  $       900    $     1,280    $     4,078    $    22,515

Cost of sales                                      0              0              0             64
                                         -----------    -----------    -----------    -----------

Gross profit                                     900)         1,280          4,078         22,451

Operating expenses:
 Depreciation                                  4,378          2,024         13,133          6,071
 Other general and administrative              2,730          7,450         16,964         28,145
                                         -----------    -----------    -----------    -----------
        Total operating expense                7,108          9,474         30,097         34,216
                                         -----------    -----------    -----------    -----------

 (Loss) from operations                       (6,208)        (8,194)       (26,019)       (11,765)

  Other(expense):
      Other Income                                              654                           708
                                         -----------    -----------    -----------    -----------

Net(loss)                                $    (6,208)   $    (7,540)   $   (26,019)   $   (11,057)
                                         ===========    ===========    ===========    ===========

Net loss per share:
  Basic and diluted                      $     (0.00)   $     (0.00)   $     (0.01)   $     (0.00)
                                         ===========    ===========    ===========    ===========

  Weighted average shares outstanding:
  Basic and diluted                        4,435,000      4,345,000      4,435,000      4,348,352
                                         ===========    ===========    ===========    ===========

</TABLE>










                 See Accompanying Notes to Financial Statements

                                       4
<PAGE>


<TABLE>

<CAPTION>


                                  VISCORP, INC.
                        STATEMENT OF STOCKHOLDERS' EQUITY
                   TWELVE MONTHS ENDED DECEMBER 31, 2005, AND
                      NINE MONTHS ENDED SEPTEMBER 30, 2006

                                   (unaudited)

                                                                       Retained
                                                        Additional     Earnings
                                  Common  Stock           Paid In    (Accumulated
                           Shares           Amount        Capital      Deficit)      Total
                           ----------    ----------    ----------   ----------    ----------
<S>                        <C>           <C>           <C>          <C>           <C>
Balance,
    December 31, 2004       4,150,000    $    4,150    $    7,850   $  (25,166)   $  (13,166)
Issuance of Common
Stock for cash                285,000           285        28,215   $   28,500


        Net loss                                                       (23,275)   $  (23,275)

                           ----------    ----------    ----------   ----------    ----------
Balance
   December 31, 2005        4,435,000    $    4,435    $   36,065      (48,441)   $   (7,941)



        Net loss                                                       (26,019)      (26,019)

                           ----------    ----------    ----------   ----------    ----------
Balance
   September 30, 2006       4,435,000    $    4,435    $   36,065   $  (74,460)   $   33,960
                           ==========    ==========    ==========   ==========    ==========

</TABLE>










See  accompanying   summary  of  accounting  policies  and  notes  to  financial
statements.


                                       5
<PAGE>



                                  VISCORP, INC.
                            STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
                                   (UNAUDITED)

                                                       2006        2005
                                                    --------    --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                            $(26,019)   $(11,057)
Adjustments to reconcile net deficit to cash used
  by operating activities:
    Depreciation and amortization                     13,133       6,071
Change in assets and liabilities:
  Accounts receivable                                 (3,400)          0
  Change in Advances                                   1,329      (3,688)
  Accounts payable and accrued expenses               12,772       4,000
                                                    --------    --------
CASH FLOWS USED IN OPERATING ACTIVITIES               (2,185)     (4,674)
                                                    --------    --------

CASH FLOWS USED IN INVESTING ACTIVITIES
     Purchase of software                                  0     (28,500)

CASH FLOWS FROM FINANCING ACTIVITIES
  Sale of member shares for cash                           0      28,500
                                                    --------    --------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                0           0

NET DECREASE IN CASH                                  (2,185)     (4,674)

  Cash, beg. of period                                 2,385       7,059
                                                    --------    --------
  Cash, end of period                               $    200    $  2,385
                                                    ========    ========



SUPPLEMENTAL CASH FLOW INFORMATION
  Interest paid                                     $   --      $   --
  Income taxes paid                                 $   --      $   --

The company issued Common Stock in exchange for Marketable Securities
valued at $13,750









                   See Accompany Notes to Financial Statements

                                       6
<PAGE>


                                  VISCORP, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


The Company

Viscorp,  LLC (The  "Company")  operates as a developer and retailer of software
for optometrists. The Company is located in Sewickley, Pennsylvania. The Company
was  originally  formed as an LLC under  the laws of the  State of  Delaware  on
August 20, 2002. In March 2006, the Company  changed its status from an LLC to a
Corporation registered in the State of Delaware.

Basis of Accounting

Viscorp maintains its accounts on the accrual method of accounting in accordance
with accounting principles generally accepted in the United States of America.

The balance sheet of Viscorp as of September 30, 2006, the related statements of
operations  for the three and nine months ended  September 30, 2006 and 2005 and
the  statements  of cash flows for the nine months  ended  Septmber 30, 2006 and
2005 and the  statement  of  shareholders'  equity for the twelve  months  ended
December 31, 2005 and the nine months ended  September  30, 2006 included in the
financial statements have been prepared by Viscorp without audit. In the opinion
of management,  the accompanying  financial  statements  include all adjustments
(consisting  of normal,  recurring  adjustments)  necessary to summarize  fairly
Viscorp's  financial  position  and  results  of  operations.   The  results  of
operations  for the three and nine months ended  September 30, 2006 and 2005 are
not necessarily indicative of the results of operations for the full year or any
other interim period.

Earnings (Loss) per share

Earnings  (loss) per share  (basic) is  calculated  by  dividing  the net income
(loss) by the  weighted  average  number of common  shares  outstanding  for the
period covered.  As the Company has no potentially  dilutive  securities,  fully
diluted  earnings  (loss) per share is  identical  to earnings  (loss) per share
(basic).


Revenue Recognition

Revenue is recognized  at  completion of services or when software  applications
are installed.



                                       7
<PAGE>

Accounts Receivable

Accounts  receivable is valued net of a provision for doubtful accounts based on
a review of  collectibility.  Accounts  deemed  uncollectible  are applied to an
allowance for doubtful  accounts and charged against  earnings.  As of September
30, 2006, the balance in the allowance is $0.

Web-site Development Costs

The Company adopted EITF 00-02,  "Accounting for website developments costs". In
accordance with EITF 00-02,  the costs incurred for the (i) website  application
and infrastructure  development;  (ii) graphics  development;  and (iii) content
development, which took the website to a functional stage where it could receive
orders, were capitalized and amortized over three years. Maintenance expenses or
costs that do not result in new revenue producing features or functions, such as
updating  information and products or maintenance of the website or promotion of
the website  using  search  engines,  are  expensed as  incurred.  Prior to this
development,  VisCorp had no website.  In the nine months  ended  September  30,
2006, $0 has been expensed and none capitalized.

Income Taxes

Income from the corporation is taxed at regular corporate rates per the Internal
Revenue  Code.  There are no  provisions  for current taxes due to net available
operating losses.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect certain  reported amounts and  disclosures.  Accordingly,  actual results
could differ from those estimates..


NOTE 2 - FIXED ASSETS:

Fixed assets at September 30, 2006 are as follows:

         Furniture & equipment               $    5,908
         Software                                50,000
                                             ----------
                                                 55,908
         Less: accumulated depreciation         (25,561)
                                             $   30,347
                                             ==========

Depreciation  expense  totaled  $4,338  and $2,024  for the three  months  ended
September 30, 2006 and September 30, 2005  respectively,  and $13,133 and $6,071
for the nine months ended September 30, 2006 and 2005 respectively.



                                       8
<PAGE>



NOTE 3 - COMMON STOCK

The Company is  authorized to issue  50,000,000  common shares at a par value of
$0.001 per share.  These shares have full voting rights.  At September 30, 2006,
there were 4,435,000 shares outstanding as follows:


NOTE 4 - INCOME TAXES

The Company had a net loss for the period ended December 31, 2005, and therefore
incurred no tax liability.  As the loss was minimal, no deferred tax benefit was
accrued. The net operating losses and their expiration follow:

                   Net loss                 Expiration date
         ----------------------------- --------------------------
                   $ 23,687                       2024
                   $ 23,275                       2025
                   $ 26,019                       2026














                                       9
<PAGE>


Item 2.  Management's Discussion and Analysis

THIS REPORT CONTAINS  FORWARD LOOKING  STATEMENTS  WITHIN THE MEANING OF SECTION
27A OF THE  SECURITIES ACT OF 1933, AS AMENDED AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934,  AS AMENDED.  THE  COMPANY'S  ACTUAL  RESULTS COULD DIFFER
MATERIALLY FROM THOSE SET FORTH ON THE FORWARD LOOKING STATEMENTS AS A RESULT OF
THE RISKS SET FORTH IN THE COMPANY'S  FILINGS WITH THE  SECURITIES  AND EXCHANGE
COMMISSION,  GENERAL ECONOMIC CONDITIONS, AND CHANGES IN THE ASSUMPTIONS USED IN
MAKING SUCH FORWARD LOOKING STATEMENTS.

General

The company is primarily  engaged in developing and licensing  software products
and services for the eye care  industry.  Specifically,  the company  provides a
licensed  software  product  that assists  customers in choosing  lens and frame
styles. This product, delivered through what is known as iCAM technology, allows
a customer to see their face on a computer or TV screen with various  choices of
lenses and frames.  This allows a customer to choose  those  glasses  which they
feel best meets their desires and needs prior to the glasses being produced. The
Company also offers a product, Data Rescue service, a data back-up solution that
ensures a company  that their data is always  backed up and always  retrievable.
However, to-date, no revenues have been generated from the Data Rescue product

Through the iCAM technology, the company believes an eye care provider can offer
a  customer a  streamlined  frame  selection  process,  immediate  demonstration
feedback,  cross-sell other products more effectively such as additional  frames
or coating packages,  all the while increasing an eye care providers  efficiency
and profitability.

The iCAM offering consists of the software for the iCAM (which was developed and
written expressly for Viscorp),  a digital camera (that is purchased and resold)
and instructions.

Optical dispensing  software has been accepted for several years as an important
improvement for proper optical patient care. A dispenser is an eye-care practice
that  provides an outlet for patients to purchase  glasses,  contact  lenses and
other  optical  products.  Optical  dispensing  is the act of an  employee of an
eyecare practice fitting a patient with glasses.  We have an optical  dispensing
software solution designed to help end users choose optical frames using digital
photography  techniques.  This  technology  is  referred  to as iCAM.  With iCAM
patients get the  opportunity to make informed  aesthetic  decisions about frame
purchases  while wearing  their  current  prescription  lenses.  Dispensers  see
clearly the improved  patient service  possibilities  and up selling  potential.
However,  the marketplace  has only been offering very expensive  turnkey kiosks
costing  $4,000  to  $10,000.  VisCorp  sees  an  opportunity  to  serve  90% of
dispensers  who cannot  justify  the cost of turnkey  set-ups by  creating  iCAM
software for a dispenser's  own  computer.  At a set-up cost of $1,500 and a $45
per month licensing fee, the profit from five to six eyewear  upgrades per month
delivers a one-year  pay-back on the investment  (for  everything  including the
software upgrades).


                                       10
<PAGE>


Optical dispensing  software is now available to all dispensers at an affordable
price. Dispensers now have a tool to improve the introduction of new, improving,
optical technologies such as anti-reflective  coatings,  new progressive lenses,
thermochromics or polarization.  The value of such optical  enhancements is made
obvious  without any hint of a hard sale and  patients  get better  solutions to
their  optical  needs.  After an hour or more of tests,  eye drops and  dazzling
lights,  a patient  is sent to the  optical  dispensary  to choose a new pair of
frames  which  he/she  will  wear for at least  the next two  years.  iCAM is an
optical  dispensing  solution  designed to help end users choose  optical frames
using digital photography techniques.  The iCAM software application runs on the
dispensers PC and streamlines the selection process, therefore,  reducing wasted
time.

Once a patient has narrowed down their frame selections to three or four frames,
they sit in front of the computer. The iCAM application instantly captures their
image in the frames  chosen,  allowing the patient to put their  glasses back on
and really see how they will look. Most optical patients have difficulty  seeing
clearly  without their glasses,  with over 30% of patients unable to see at all.
They can see all images side-by-side, enlarged, etc. Further the iCAM can simply
and quickly change lens color,  add or subtract  glare,  and show lens thickness
comparisons  with different lens materials,  on the patient's face. The iCAM has
product tutorials on different lens styles, including specific branding provided
by the lens  manufacturers.  The system  will allow  their  image to be printed,
stored for a future visit, and even e-mailed to their home so they can review it
later. Customers can now make their frame and lens choices with confidence.

In  the  current  economy,  it is key  for  optical  dispensers  to be  able  to
streamline  frame selection and increase  premium lens and coatings sales.  With
insurance  companies  paying eye doctors  less and less each year for eye exams,
the focus is on selling more profitable  products to their current customers and
attracting new patients with cutting edge technologies. The iCAM makes the frame
choice faster and more satisfying to the patient, allowing a dispenser more time
to go over other lens options.  Instead of simply  telling a customer  about the
benefits of an  anti-reflective  coating,  they can use the iCAM and demonstrate
the impact of the coating.  We believe an optical  dispenser  will see an almost
immediate increase of 20% in anti-reflective coatings sales, which annualizes to
$30,000 for the average dispenser.

Next, the iCAM has integrated branded content from lens and coatings  suppliers.
When a dispenser is demonstrating  polarized lenses to a patient, they can click
on the icon of the lens manufacturer they plan to use in the patient's  glasses.
Displayed on the screen is the most  up-to-date  information on that lens.  This
truly serves to educate the patient on their lens choice.



                                       11
<PAGE>


BUSINESS OPERATIONS:

GOVERNMENT REGULATION:
At the  present  time there are no federal  government  regulations  on eye care
dispensing software applications.

OUR QUALIFICATIONS
Our  qualifications  are our reputation and experience in the optical  industry.
Charles Driscoll,  President,  has spent the better part of the past 10 years in
the  optical  industry  in  multiple  capacities.  He has been a  member  of the
Beitler-McKee  Optical  Laboratory  Board since 1997 and has held various  sales
positions within the industry.

INDUSTRY & COMPETITION:
Market Analysis Summary:
Our  target  market  is  Eye  Care  Providers   (ECP's),   both  nationally  and
internationally.  These  practices are either upscale or wish to be, and embrace
technology  as a way to attract  new  patients  and  increase  sales and patient
satisfaction.  The common bond is the  appreciation  of technology,  heavy local
competition,  and the need to increase profits.  The following data was gathered
from Jobson Research, www.jobsonresearch.com,  and through printed and purchased
reports on the  eyecare  industry in 20/20  Magazine  and Vision  Monthly,  both
Jobson  publications.  There are over 30,000  optical  practices and over 40,000
optical retail stores in the US, consisting of:

37,000 Optometrists (OD's)
19,000 Ophthalmologists (MD's)
63,000 Opticians
 1,300 Optical Laboratories

With the  population  both growing and aging,  the sale of glasses  continues to
grow. Even the rise in popularity of lasik surgery hasn't slowed its growth,  as
a person's eyes continue to change as one ages.

Market Segmentation:
Independent  Eye Care  Providers  (ECP's) - This  segment is  VisCorp's  primary
focus, consisting of 50% of the US optometry industry. Consisting of over 25,000
optometrist and optician owned stores,  they are the most price/value  conscious
when purchasing technology oriented dispensing aids.

Distributors - The distributors  are optical labs and/or frame  distributors who
own the independent optometrist.

Partnerships - Other technology companies in the optical industry have contacted
us about  bundling / re-sale  agreements.  These  talks are  exploratory  and no
agreements have been entered into.  Practice  management  groups (such as HMO's)
and large retail chains (such as department  chains with optical stores) are the
targeted partners.

Retail  Optical  Chains - The  national and  regional  optical  chain stores now
account for 50% of the optical industry.  iCAM is a value/cost  proposition that
can be installed in chains  nationwide  for 15% of the cost of the  competition.
Multiple branding and custom development opportunities exist in this segment.


                                       12
<PAGE>


We have the opportunity  with some larger  customers to sell them a site license
of the iCAM software and modify the software to reflect that customers branding,
look and feel, and products sold. For example,  in a current  opportunity with a
large grocery store chain,  they are adding  optical to their stores and see our
software as a chance to differentiate themselves from their competition.  We are
currently talking with them about totally changing the name, branding,  and feel
of the iCAM to match  their  stores.  This would be done  without  changing  the
underling  technology.  This process can be repeated  many times with  different
large retailers, giving VisCorp multiple custom branding opportunities.

Target Market:
The focus are those  dispensers  who cannot or will not pay the cost of high-end
turn-key kiosk type of optical  dispensing  software.  The dispensers  vary from
large retail  chains to local  optometrists.  They have been exposed to the iCAM
mostly at trade shows where the ease of use made our booth a popular destination
where  dispensers were able to try our product on a demo. From both research and
Mr. Drsicoll's personal  experience,  over 90% of customers are either unwilling
or unable to spend  thousands  of dollars on frame  try-on  systems.  We propose
going to those  dispensers who have already seen and appreciate the value of the
dispensing software.

These sales  strategies  will apply at both the  wholesale  lab level and at the
dispensing  level.  Both have  already  seen the  possibilities  and a very high
percentage  have failed to install the  turn-key  operations  based  entirely on
cost.



RESULTS FOR THE FISCAL QUARTER ENDED September 30, 2006

Our fiscal  quarter ended on September 30, 2006. Any reference to the end of the
fiscal  quarter  refers to the end of the first  fiscal  quarter for the periods
discussed herein.

REVENUE.  Revenue  for the three  months  ended  September  30,  2006,  was $900
compared with revenues for the three months ended  September 30, 2005 of $1,280.
Revenue for the nine months ended  September 30, 2006, was $4,078  compared with
revenues for the nine months ended September 30, 2005 of $22,515. The decline in
revenue  can be  attributed  to a  refocusing  of the  company to target  larger
optical chains and a revamping of the company's software as well as our spending
a  lot  of  time  on  administrative  issues,  in  particular  with  audits  and
registration  filngs  changing our strategy from the sole officer making all the
sales to him looking for other  salesmen so that we can have a benefit from more
salesmen in the field.

EXPENSES.  Total  expenses for the three months ended  September 30, 2006,  were
$2,730  compared with expenses for the three months ended  September 30, 2005 of
$7,450.  Total  expenses for the nine months  ended  September  30,  2006,  were
$30,096  compared with expenses for the nine months ended  September 30, 2005 of



                                       13
<PAGE>

$34,216.  The reduction is mainly due to reduced advertising  expense.  The nine
months for 2006 include  $10,000 of accounting and  professional  fees that were
not  incurred in 2005.  This  expense  does not include  depreciation  which was
$4,378  and  $2,024  for the three  months  ended  September  30,  2006 and 2005
respectively,  and $13,133 and $6,071 for the nine months  ended  September  30,
2006 and 2005 respectively.

NET INCOME  (LOSS).  Net loss for the three months ended  September 30, 2006 was
$6,208 compared to a net loss of $7,540 for the three months ended September 30,
2005. Net loss for the nine months ended September 30, 2006 was $26,018 compared
to a net loss of $11,057 for the nine months  ended  September  30,  2005.  Such
decrease  in profit and  increase  in loss was due to the  decrease in sales and
increase in expenses.

LIQUIDITY  AND  CAPITAL  RESOURCES.  Viscorp  filed on Form SB-1 a  registration
statement with the U.S. Securities & Exchange Commission in order to raise funds
to develop  their  business.  The  registration  statement  became  effective on
September   18,  2006  and  Viscorp  has  started  to  raise  funds  under  that
registration  statement  which  provides  for the  company  to sell a minimum of
150,000 and a maximum of 1,000,000 shares at $0.50 per share. As of November 14,
2006, the Company had not yet raised the minimum offering.

Employees

As of September 30, 2006, the Company had one employee.


ITEM 3.  CONTROLS AND PROCEDURES

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that information  required to be disclosed in company reports
filed or submitted  under the  Securities  Exchange  Act of 1934 (the  "Exchange
Act") is recorded,  processed,  summarized and reported, within the time periods
specified  in  the  Securities  and  Exchange   Commission's  rules  and  forms.
Disclosure  controls and procedures include,  without  limitation,  controls and
procedures  designed to ensure that  information  required  to be  disclosed  in
company reports filed under the Exchange Act is accumulated and  communicated to
management,  including the Company's Chief Executive Officer and Chief Financial
Officer (the  "Certifying  Officers"),  as appropriate to allow timely decisions
regarding required disclosure.

As required  by Rules  13a-15(e)  and  15d-15(e)  under the  Exchange  Act,  the
Certifying Officers carried out an evaluation of the effectiveness of the design
and  operation  of  the  Company's  disclosure  controls  and  procedures  as of
September 30, 2006. Their  evaluation was carried out with the  participation of
other  members of the Company's  management.  Based upon their  evaluation,  the
Certifying  Officers  concluded  that  the  Company's  disclosure  controls  and
procedures were effective.

The Company's  internal  control over financial  reporting is a process designed
by, or under the  supervision  of, the  Certifying  Officers and effected by the



                                       14
<PAGE>

Company's  Board of  Directors,  management  and  other  personnel,  to  provide
reasonable  assurance  regarding  the  reliability  of the  Company's  financial
reporting and the preparation of the Company's financial statements for external
purposes in accordance with generally accepted accounting  principles.  Internal
control over financial  reporting  includes policies and procedures that pertain
to the  maintenance of records that in reasonable  detail  accurately and fairly
reflect the  transactions  and  dispositions  of the Company's  assets;  provide
reasonable  assurance  that  transactions  are  recorded as  necessary to permit
preparation of the Company's  financial  statements in accordance with generally
accepted accounting principles, and that the Company's receipts and expenditures
are being made only in accordance with the  authorization of the Company's Board
of  Directors  and  management;   and  provide  reasonable  assurance  regarding
prevention or timely detection of unauthorized  acquisition,  use or disposition
of the  Company's  assets  that could have a  material  effect on its  financial
statements.  There has been no change in the  Company's  internal  control  over
financial  reporting that occurred in the quarter ended September 30, 2006, that
has  materially  affected,  or is  reasonably  likely to affect,  the  Company's
internal control over financial reporting.









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<PAGE>


PART II

Items No. 1, 2, 3, 4, 5 - Not Applicable.


Item No. 6 - Exhibits and Reports on Form 8-K.

(a) Report on Form  8-A12G  was filed on  September  22,  2006 to  register  our
securities  under  Section  12(g) of the Act.  No reports on Form 8-K were filed
during the three months ended September 30, 2006.

(b)   Exhibits

Exhibit Number                      Name of Exhibit

31.1 Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the
Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the
Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.

32.1  Certification  of Chief  Executive  Officer and Chief  Financial  Officer,
pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the
Sarbanes-Oxley Act of 2002.



SIGNATURES

In accordance with the requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

VISCORP, INC.

By /s/ Charles Driscoll
--------------------------------
Charles Driscoll, President, CFO

Date: February 22, 2006





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