U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-QSB


(Mark
      One)





x  QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES
      EXCHANGE ACT OF 1934




For
      the
      quarter ended September 30, 2006





o  TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES
      EXCHANGE ACT OF 1934




For
      the
      transition period from _____ to _____





Commission
      File Number: 333-134648





TERRAPIN
      ENTERPRISES, INC.


(Exact
      name of small business issuer as specified in its charter)





Nevada
            20-4069588(State
                of incorporation)
            (IRS
                Employer ID Number)





17
      Carlton Road


Monsey,
      NY 10952


(Address
      of principal executive offices)





888-251-3422


(Issuer's
      telephone number)





________________________________________________________________


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





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 o





Number
      of
      shares of common stock outstanding as of November 13, 2006: 10,290,000 shares
      of
      common stock.





Transitional
      Small Business Format  Yes
o
      No x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


YES
x
      NO o







**TABLE
      OF CONTENTS**




PagePART
                IItem
                1. Financial Statements
            2Item
                2. Management’s Discussion and Analysis or Plan of
                Operation
            7Item
                3 Controls and Procedures
            10PART
                IIItem
                1. Legal Proceedings
            10Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            10Item
                3. Defaults Upon Senior Securities
            11Item
                4. Submission of Matters to a Vote of Security Holders
            11Item
                5. Other Information
            11Item
                6. Exhibits
            11








PART
      I -
      FINANCIAL INFORMATION





**Item
      1.**  **Financial
      Statements.**




TERRAPIN
      ENTERPRISES, INC.


(A
      DEVELOPMENT STAGE COMPANY)


CONDENSED
      BALANCE SHEET


SEPTEMBER,
      30, 2006


(Unaudited)





ASSETSCurrent
                Assets:
            
            $
            -Total
                Current Assets
            
            
            -Total
                Assets
            
            $
            -LIABILITIES
                AND STOCKHOLDERS’ DEFICITCurrent
                Liabilities:Accounts
                Payable and Accrued Liabilities
            
            $
            3,365Total
                Current Liabilities
            
            
            3,365Commitments
                and ContingenciesStockholders’
                Deficit:Preferred
                Stock, $.001 par value; 5,000,000 shares authorized,none
                issued and outstanding
            
            
            -Common
                Stock, $.001 par value; 100,000,000 shares authorized,10,290,000
                shares issued and outstanding
            
            
            10,290Additional
                Paid-In Capital
            
            
            33,075Deficit
                Accumulated During the Development Stage
            
            
            (
                46,730
            )Total
                Stockholders’ Deficit
            
            
            (
                3,365
            )Total
                Liabilities and Stockholders’ Deficit
            
            $
            -





The
      accompanying notes are an integral part of these financial
      statements.




2





TERRAPIN
      ENTERPRISES, INC.


(A
      DEVELOPMENT STAGE COMPANY)


CONDENSED
      STATEMENT OF OPERATIONS


(Unaudited)





For
                  the Three Months Ended September 30, 2006
            
            For
                the Period
              January
                10, 2006
              (Inception)
                To
              September
                30, 2006Net
                Revenues
            
            $
            -
            
            $
            -Costs
                and Expenses:Start
                Up Costs
            
            
            -
            
            
            8,625Professional
                Fees
            
            
            3,000
            
            
            9,000Website
                Development Costs
            
            
            30,000
            
            
            30,000Other
                General andAdministrative
                Expenses
            
            
            172
            
            
            172Total
                Costs and Expenses
            
            
            33,172
            
            
            47,797Loss
                from Operations before OtherIncome
                (Expense)
            
            
            (
                33,172
            )
            
            (
                47,797
            )Other
                Income (Expense):Forgiveness
                of Debt
            
            
            1,857
            
            
            1,857Interest
                Expense
            
            
            (
                371
            )
            
            (
                877
            )Interest
                Income
            
            
            35
            
            
            87Total
                Other Income (Expense)
            
            
            1,521
            
            
            (
                1,067
            )Net
                Loss
            
            $
            (
                31,651
            )
            $
            (
                46,730
            )Basic
                and Diluted Loss Per Share
            
            $
            (
                .00
            )
            $
            (
                .01
            )Weighted
                Average Basic and Diluted Shares Outstanding
            
            
            8,812,826
            
            
            8,425,029




The
      accompanying notes are an integral part of these financial
      statements.




3




TERRAPIN
      ENTERPRISES, INC.


(A
      DEVELOPMENT STAGE COMPANY)


CONDENSED
      STATEMENT OF CASH FLOWS


FOR
      THE PERIOD JANUARY 10, 2006 (INCEPTION) TO SEPTEMBER 30, 2006


(Unaudited)


Cash
                  Flows from Operating Activities:Net
                  Loss
              
              $
              (
                  46,730
              )Adjustments
                  to Reconcile Net Loss to Net Cash Usedin
                  Operating Activities:Common
                  Stock Issued for Services
              
              
              7,600Forgiveness
                  of Debt
              
              
              (
                  1,857
              )Changes
                  in Assets and Liabilities:(Decrease)
                  in Accounts Payable and Accrued Liabilities
              
              
              (
                  15,758
              )Net
                  Cash Used in Operating Activities
              
              
              (
                  56,745
              )Cash
                  Flows from Investing Activities:
              
              
              -Cash
                  Flows from Financing Activities:Proceeds
                  of Borrowings
              
              
              28,480Payments
                  of Borrowings
              
              
              (
                  27,500
              )Proceeds
                  from Sale of Common Stock
              
              
              57,650Payments
                  of Other Offering Costs
              
              
              (
                  1,885
              )Net
                  Cash Provided by Financing Activities
              
              
              56,745Increase
                  in Cash
              
              
              -Cash
                  - Beginning of Period
              
              
              -Cash
                  - End of Period
              
              $
              -Supplemental
                  Disclosures of Cash Flow Information:Interest
                  Paid
              
              $
              -Income
                  Taxes Paid
              
              $
              -Supplemental
                  Disclosure of Non-Cash Financing Activities:Deferred
                  Offering Costs Recorded as Accounts Payable
              
              $
              20,000Transfer
                  of Deferred Offering Costs to Additional Paid-In Capital
              
              $
              20,000




The
      accompanying notes are an integral part of these financial
      statements.




4


TERRAPIN
      ENTERPRISES, INC.


(A
      DEVELOPMENT STAGE COMPANY)


NOTES
      TO UNAUDITED CONDENSED FINANCIAL STATEMENTS




NOTE
      1 -Basis
      of Presentation




In
      the
      opinion of the Company’s management, the accompanying unaudited condensed
      financial statements contain all adjustments (consisting of only normal
      recurring adjustments) necessary to present fairly the information set forth
      therein. These financial statements are condensed and therefore do not include
      all of the information and footnotes required by accounting principles generally
      accepted in the United States of America for complete financial statements.





Results
      of operations for interim periods are not necessarily indicative of the results
      of operations for a full year.





The
      Company is a development stage company and has not commenced planned principal
      operations. The Company had no revenues and incurred a net loss of $46,730
      for
      the period January 10, 2006 (inception) to September 30, 2006. In addition,
      the
      Company had a working capital deficit of $3,365 at September 30, 2006. These
      factors raise substantial doubt about the Company’s ability to continue as a
      going concern.





There
      can
      be no assurance that sufficient funds will be generated during the next year
      or
      thereafter from operations or that funds will be available from external sources
      such as debt or equity financings or other potential sources. The lack of
      additional capital could force the Company to curtail or cease operations and
      would, therefore, have a material adverse effect on its business. Furthermore,
      there can be no assurance that any such required funds, if available, will
      be
      available on attractive terms or that they will not have a significant dilutive
      effect on the Company's existing stockholders.





The
      Company is attempting to address its lack of liquidity by raising additional
      funds, either in the form of debt or equity or some combination thereof. The
      Company has raised net proceeds of approximately $37,000 through an offering
      of
      its common stock during the quarter ended September 30, 2006. There can be
      no
      assurances that the Company will be able to raise the additional funds it
      requires.





The
      accompanying condensed financial statements do not include any adjustments
      related to the recoverability or classification of asset-carrying amounts or
      the
      amounts and classifications of liabilities that may result should the Company
      be
      unable to continue as a going concern.




5




NOTE
      2
      -  Website
      Development Costs





Website
      development costs have been incurred in the planning stage and pursuant to
      Emerging Issues Task Force Abstract Number 00-2, “Accounting for Website
      Development Costs”, have been expensed as incurred. These costs were paid to a
      company whose president and sole stockholder is the spouse of the Company’s
      Chief Executive Officer and Chairman.





NOTE
      3
      -  Common
      Stock





In
      April
      2006 the Company issued 7,600,000 shares of common stock valued at $7,600 to
      the
      Founders of the Company for Services.





In
      April
      2006 the Company sold 400,000 shares of common stock for $400 to a private
      investor.





During
      the quarter ended September 30, 2006 the Company sold 2,290,000 shares of common
      stock pursuant to its public offering for gross proceeds of $57,250. The Company
      incurred offering costs of $20,000 and net proceeds amounted to
      $37,250.





NOTE
      4
      -  Forgiveness
      of Debt





During
      the quarter ended September 30, 2006 notes payable aggregating $28,480 principal
      and $877 accrued interest were satisfied by payment of $27,500. Principal of
      $980 and accrued interest of $877 previously owed by the Company was discharged
      by the note holders. Accordingly, the Company recognized other income of $1,857
      during the quarter ended September 30, 2006.




6





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





As
      used
      in this Form 10-QSB, references to the "Company," "we," “our” or "us" refer to
      Terrapin Enterprises, Inc. unless the context otherwise indicates.





Forward-Looking
      Statements





The
      following discussion should be read in conjunction with our financial
      statements, which are included elsewhere in this Form 10-QSB. This Form 10-QSB
      contains forward-looking statements which relate to future events or our future
      financial performance. In some cases, you can identify forward-looking
      statements by terminology such as “may”, “should”, “expects”, “plans”,
“anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or
      the negative of these terms or other comparable terminology. These statements
      are only predictions and involve known and unknown risks, uncertainties, and
      other factors that may cause our or our industry’s actual results, levels of
      activity, performance or achievements to be materially different from any future
      results, levels of activity, performance or achievements expressed or implied
      by
      these forward-looking statements.





While
      these forward-looking statements, and any assumptions upon which they are based,
      are made in good faith and reflect our current judgment regarding the direction
      of our business, actual results will almost always vary, sometimes materially,
      from any estimates, predictions, projections, assumptions or other future
      performance suggested herein. Except as required by applicable law, including
      the securities laws of the United States, we do not intend to update any of
      the
      forward-looking statements to conform these statements to actual results.





Overview





We
      were
      incorporated on January 10, 2006 in the State of Nevada. We are a development
      stage company, have not yet commenced operations, and have no
      revenues.





We
      intend
      to engage in the development and sale of interactive educational enrichment
      media programming specifically designed for children ages 6 to 12 years of
      age.
      The content will cover diverse areas of interest including math, reading,
      science, and writing skill development. As these subjects form the nucleus
      of a
      child’s elementary education, we intend our programming to be used to assist
      parents and children with their daily homework needs as well as serving as
      enrichment in areas where an aptitude is exhibited by the child. Our programming
      will be created in animated graphics with the intent of allowing the child
      to
      learn the educational content in a simulated social setting that the child
      will
      be able to relate to in a comfortable and nourishing fashion.




7





Typically,
      a child will be able to access our programming through a CD/DVD purchase or
      their password protected account at our website. Once at our site, the child
      will have access to a wide variety of interactive tutorial programming. Aside
      from tutorials, the child will also have access to games and animated
      programming designed to promote education in a positive social framework. Our
      revenues will come from CD/DVD sales as well as website memberships that will
      be
      available on a monthly and an annual basis.





We
      will
      market our products to public schools, private schools, parents who home school,
      other elementary level educational providers (tutors, after school enrichment
      programs, etc.), and children ages six to twelve. We expect to distribute our
      products through various means including using our website as a portal,
      development of on-line distribution partners and retail outlets (i.e. video
      stores, educational stores and department stores).





Plan
      of Operation




Our
      products are intended to assist children ages 6 through 12 in the core
      curriculum of math, reading, science and writing development. Consequently,
      it
      is our eventual goal to provide homework assistance, situational programming
      and
      games in an interactive and animated delivery method for each subject and grade.
      As this would constitute dozens of intricate programs that would require
      considerable time and financial resources to create, we intend to approach
      programming in an incremental fashion, as follows:





1.  Stage
      One. Initially, we will focus on the development of a beta program that will
      provide animated and interactive mathematical homework assistance for all
      elementary grades. Over the first six months, our efforts will be directed
      at
      first through third grades, and in the subsequent six months we hope to complete
      grades fourth through sixth. When creating the beta products, we will utilize
      the assistance of a wide array of professionals including federally approved
      teachers, animated artists, website developers and marketing experts. Initially,
      we hope to employ these professionals on a per diem or consulting
      basis.





Upon
      completion of our beta programs, we will develop a marketing plan that will
      afford for a wide exposure of our services to our preferred markets. We hope
      to
      target our preferred markets with a thorough advertising campaign that would
      include online and traditional print advertising as well as an active sales
      force. We may retain a marketing consulting firm to help us develop and
      implement a marketing plan.





2.  Stage
      Two. Upon completion of the creation of the math product in stage one, we will
      use any earned revenue we may receive to commence development of programming
      in
      the remaining subject areas of reading, science and writing development.
      Presently, it is our intent to focus on one subject area at a time. We expect
      to
      proceed with programming centered upon assisting the child to read and improve
      reading comprehension. Once there is programming in reading for all elementary
      grades, development would then begin on writing development followed by science.
      By incrementally adding each subject matter in a methodical fashion until the
      core curriculum is covered in a representative fashion, we hope to attract
      and
      retain a broad customer base.




8





3.  Stage
      Three. To be effective on a long term basis it will be a major imperative for
      us
      to remain relevant and interesting to our customer base - the children. We
      expect that creative programming must be developed on a continued basis and
      will
      remain an expense for the foreseeable future. Additionally, increased
      programming will allow us to add to our product line and that will allow the
      company to increase corporate revenue.





The
      incremental approach described above, will allow us to begin product development
      on a limited financial budget. As revenues increase, additional programs can
      be
      developed. Ultimately, we would like to have a product line that offers an
      educational depth and breadth for the children we serve.





As
      of
      September 30, 2006, we had no cash funds. We incurred a net loss of $46,730
      for
      the period January 10, 2006 (inception) to September 30, 2006. In addition,
      we
      had a working capital deficit of $3,365 at September 30, 2006.





During
      the quarter ended September 30, 2006 we sold 2,290,000 shares of common stock
      pursuant to a public offering for gross proceeds of $57,250. We incurred
      offering costs of $20,000 and net proceeds amounted to $37,250. In order to
      implement our marketing plans, we may need to raise funds. We have no specific
      plans, understandings or agreements with respect to the raising of such funds,
      and we may seek to raise the required capital by the issuance of equity or
      debt
      securities or by other means. Since we have no such arrangements or plans
      currently in effect, our inability to raise funds for a marketing program will
      have a severe negative impact on our ability to remain a viable company.





Going
      Concern Consideration




The
      condensed financial statements contained in this Report have been prepared
      on a
‘going concern’ basis, which contemplates the realization of assets and the
      satisfaction of liabilities in the normal course of business. For the reasons
      discussed in this Report, there is a significant risk that we will be unable
      to
      continue as a going concern, in which case, you would suffer a total loss on
      your investment in our company.





Off-Balance
      Sheet Arrangements




None.




9





**Item
      3.**  **Controls
      and Procedures.**





Evaluation
      of Disclosure Controls and Procedures




Our
      disclosure controls and procedures are designed to ensure that information
      required to be disclosed in reports that we file or submit under the Securities
      Exchange Act of 1934 is recorded, processed, summarized and reported within
      the
      time periods specified in the rules and forms of the United States Securities
      and Exchange Commission. Our Chief Executive Officer and Chief Financial Officer
      have reviewed the effectiveness of our "disclosure controls and procedures"
      (as
      defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c))
      within the end of the period covered by this Quarterly Report on Form 10-QSB
      and
      have concluded that the disclosure controls and procedures are effective to
      ensure that material information relating to the Company is recorded, processed,
      summarized, and reported in a timely manner. There were no significant changes
      in our internal controls or in other factors that could significantly affect
      these controls subsequent to the last day they were evaluated by our Chief
      Executive Officer and Chief Financial Officer.





Changes
      in Internal Controls over Financial Reporting




There
      have been no changes in the Company's internal control over financial reporting
      during the last quarterly period covered by this report that have materially
      affected, or are reasonably likely to materially affect, the Company's internal
      control over financial reporting.





**PART
      II. OTHER INFORMATION**





**Item
      1.**  **Legal
      Proceedings.**





There
      are
      no pending legal proceedings to which the Company is a party or in which any
      director, officer or affiliate of the Company, any owner of record or
      beneficially of more than 5% of any class of voting securities of the Company,
      or security holder is a party adverse to the Company or has a material interest
      adverse to the Company. The Company’s property is not the subject of any pending
      legal proceedings.





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





None.





Purchases
      of equity securities by the issuer and affiliated purchasers




None.




10




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





None.





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





There
      was
      no matter submitted to a vote of security holders during the fiscal quarter
      ended September 30, 2006.





**Item
      5.**  **Other
      Information.**





None.





**Item
      6.**  **Exhibits**





Exhibit
                No.
            
            Description
            
            Where
                Found31.1
            
            Rule
                13a-14(a)/15d14(a) Certifications of Simona Hirsch, the President,
                Chief
                Executive Officer, and Director
            
            Attached
                Hereto31.2
            
            Rule
                13a-14(a)/15d14(a) Certifications of Jacob Hiller, the Secretary
                and
                Treasurer
            
            Attached
                Hereto32.1
            
            Section
                1350 Certifications of Simona Hirsch, the President, Chief Executive
                Officer, and Director
            
            Attached
                Hereto32.2
            
            Section
                1350 Certifications of Jacob Hiller, the Secretary and
                Treasurer
            
            Attached
                Hereto





11




SIGNATURES





In
      accordance with to requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





Dated:
      November 13, 2006 TERRAPIN ENTERPRISES, INC.By:
            /s/ Simona
              HirschName:Simona
              HirschTitle:President,
                Chief Executive Officer, and
                Director
              (Principal
                  Executive Officer)






By:
            /s/ Jacob
              HillerName:Jacob
              HillerTitle:
                Secretary
                and Treasurer
              (Principal
                Financial and Accounting Officer)




12