| 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)                                           |

----

----

**NAREK      PHARMACEUTICALS, INC.**

**-      INDEX -**

|                                                                                                                                                                                                                        | Page   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| **PART I - FINANCIAL              INFORMATION**:                                                                                                                                                                            |   |
|                                                                                                                                                                                                                        |   |
| Balance Sheet as of June 30, 2006 (unaudited)                                                                                                                                                                               | F-1    |
|                                                                                                                                                                                                                        |   |
| Statements                of Operations for the Cumulative Period from Inception (January                24,                2006) through June 30, 2006 (unaudited) and the three                months ended June 30, 2006 | F-2    |
|                                                                                                                                                                                                                        |   |
| Statement                of Stockholder’s Deficiency for the Period from Inception (January                24,                2006) through June 30, 2006 (unaudited)                                                 | F-3    |
|                                                                                                                                                                                                                        |   |
| Statements                of Cash Flows for the Cumulative Period from Inception (January                24,                2006) through June 30, 2006 (unaudited) and the three                months ended June 30, 2006 | 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      |

----

**PART      I - FINANCIAL INFORMATION**

**Item      1. Financial Statements.**

| NAREK                PHARMACEUTICALS, INC.                                  |   |
|-----------------------------------------------------------------------------|--------|
| A                Development Stage Company                                  |   |
| BALANCE                SHEET                                                |   |
|                                                                        |   |    |   |
| Assets                                                                      |   |
|                                                                        |   |    |   |
|                                                                        |   |  June                30,2006 |   |
|                                                                        |   |  (Unaudited) |   |
|                                                                        |   |    |   |
| Current                Assets                                               |   |    |   |
| Cash                                                                        |   | $ | 4,191 |   |
|                                                                        |   |   |   |   |
|  Total                Assets                                           |   | $ | 4,191 |   |
|                                                                        |   |   |   |   |
|                                                                        |   |   |   |   |
| Liabilities                and Stockholder’s (Deficiency)             |
|                                                                        |   |   |   |   |
| Current                Liabilities                                          |   |   |   |   |
| Accounts                payable and accrued expenses                        |   | $ | 2,943 |   |
|                                                                        |   |   |   |   |
| Notes                payable - stockholder                                  |   |   | 31,100 |   |
|                                                                        |   |   |   |   |
|  Total                Liabilities                                      |   |   | 34,043 |   |
|                                                                        |   |   |   |   |
| 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             |   |   | (31,252 | ) |
|                                                                        |   |   |   |   |
|  Total                Stockholder’s (Deficiency)                 |   |   | (29,852 | ) |
|                                                                        |   |   |   |   |
|  Total                Liabilities and Stockholder’s (Deficiency) |   | $ | 4,191 |   |
|                                                                        |   |   |   |   |

----

| NAREK                PHARMACEUTICALS, INC.                |   |
|-----------------------------------------------------------|--------|
| A                Development Stage Company                |   |
| STATEMENTS                OF OPERATIONS                   |   |
|                                                      |   |   |   |   |   |
|                                                      |   |   |   | FOR                THE PERIOD |   |
|                                                      |   |   |   | JANUARY                24, 2006 |   |
|                                                      |   | THREE                MONTHS ENDED |   | (INCEPTION) |   |
|                                                      |   | JUNE                30, 2006 |   | THROUGH                JUNE 30, 2006 |   |
|                                                      |   | (UNAUDITED) |   | (UNAUDITED) |   |
|                                                      |   |   |   |   |   |
| Revenue                                                   |   | $ | - |   | $ | - |   |
|                                                      |   |   |   |   |   |   |   |
| General                and administrative expenses        |   |   | (15,809 | ) |   | (30,809 | ) |
|                                                      |   |   |   |   |   |   |   |
| Loss                before interest expense               |   |   | (15,809 | ) |   | (30,809 | ) |
|                                                      |   |   |   |   |   |   |   |
| Interest                expense                           |   |   | (317 | ) |   | (443 | ) |
|                                                      |   |   |   |   |   |   |   |
| Net                loss                                   |   | $ | (16,126 | ) | $ | (31,252 | ) |
|                                                      |   |   |   |   |   |   |   |
|                                                      |   |   |   |   |   |   |   |
| Basic                and diluted net loss per share       |   | $ | (0.00 | ) | $ | (0.00 | ) |
|                                                      |   |   |   |   |   |   |   |
| Weighted                average common shares outstanding |   |   | 14,000,000 |   |   | 12,848,101 |   |

----

| NAREK                PHARMACEUTICALS, INC.                                                                 |   |
|------------------------------------------------------------------------------------------------------------|--------|
| A                Development Stage Company                                                                 |   |
| STATEMENT                OF STOCKHOLDER’S DEFICIENCY                                                 |   |
| FOR                THE PERIOD JANUARY 24, 2006 (Inception) THROUGH JUNE 30,                2006            |   |
|                                                                                                       |   |   |   |   |   |   |   |   |   |
|                                                                                                       |   |   |   |   |   | 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 June 30, 2006                (Unaudited) |   |   | - |   |   | - |   |   | (31,252 | ) |   | (31,252 | ) |
|                                                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance,                June 30, 2006 Unaudited)                                                           |   |   | 14,000,000 |   | $ | 1,400 |   | $ | (31,252 | ) | $ | (29,852 | ) |
|                                                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |

----

| NAREK                PHARMACEUTICALS, INC.                                                                            |   |
|-----------------------------------------------------------------------------------------------------------------------|--------|
| A                Development Stage Company                                                                            |   |
| STATEMENTS                OF CASH FLOWS                                                                               |   |
|                                                                                                                  |   |   |   |   |   |
|                                                                                                                  |   |   |   | FOR                THE PERIODJANUARY                24, 2006(INCEPTION)THROUGHJUNE                30, 2006(UNAUDITED) |   |
|                                                                                                                  |   |   |   |
|                                                                                                                  |   | THREE                MONTHS ENDEDJUNE                30, 2006(UNAUDITED) |   |
|                                                                                                                  |   |
|                                                                                                                  |   |
| Cash                flows from operating activities:                                                                  |   |   |   |   |   |
|                                                                                                                  |   |   |   |   |   |
| Net                loss                                                                                               |   | $ | (16,126 | ) | $ | (31,252 | ) |
|                                                                                                                  |   |   |   |   |   |   |   |
| Changes                  in assets and liabilities Increase in accounts payable and accrued                  expenses |   |   | 317 |   |   | 2,943 |   |
|                                                                                                                  |   |   |   |   |   |   |   |
| Net                cash used in operating activities                                                                  |   |   | (15,809 | ) |   | (28,309 | ) |
|                                                                                                                  |   |   |   |   |   |   |   |
|                                                                                                                  |   |   |   |   |   |   |   |
| Cash                flows from financing activities:                                                                  |   |   |   |   |   |   |   |
|                                                                                                                  |   |   |   |   |   |   |   |
|                                                                                                                  |   |   |   |   |   |   |   |
| Proceeds                from notes payable - stockholder                                                              |   |   | - |   |   | 31,100 |   |
| Proceeds                from issuance of common stock                                                                 |   |   | - |   |   | 1,400 |   |
|                                                                                                                  |   |   |   |   |   |   |   |
| Net                cash provided by financing activities                                                              |   |   | - |   |   | 32,500 |   |
|                                                                                                                  |   |   |   |   |   |   |   |
| Increase                (decrease) in cash                                                                            |   |   | (15,809 | ) |   | 4,191 |   |
|                                                                                                                  |   |   |   |   |   |   |   |
| Cash,                beginning of period                                                                              |   |   | 20,000 |   |   | - |   |
|                                                                                                                  |   |   |   |   |   |   |   |
| Cash,                end of period                                                                                    |   | $ | 4,191 |   | $ | 4,191 |   |

----

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

**A      Development Stage Company**

**NOTES      TO FINANCIAL STATEMENTS**

**JUNE      30, 2006**

**(UNAUDITED)**

**N**
**OTE      1 - ORGANIZATION**

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

**From      inception through June 30, 2006, the Company has been in the development stage,      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      stockholders.**

**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 June 30, 2006, the Company has no cash      equivalents.**

**Income      Taxes**

**The      Company follows the provisions of Statement of Financial Accounting Standards      Board No. 109, “Accounting for Income Taxes,” which requires the use of the      liability method of accounting for income taxes by applying enacted statutory      rates in effect at the balance sheet date to the differences between the tax      basis of assets and liabilities and their reported amounts on the financial      statements. A valuation allowance is provided when it is more likely than not      that a deferred tax asset will not be realized. The Company’s gross deferred tax      asset of approximately $5,000 at June 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.**

----

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

**A      Development Stage Company**

**NOTES      TO FINANCIAL STATEMENTS**

**JUNE      30, 2006**

**(UNAUDITED)**

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

**Loss      per Common Share**

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

**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.**

**Financial      Instruments**

**The      carrying amounts of financial instruments, including cash equivalents and      accrued expenses approximates fair value because of their relatively short      maturity. The notes payable to stockholder 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, the Company entered into two promissory note agreements with      one of its controlling stockholders in the aggregate amount of $31,100. These      loans are unsecured and accrue interest at a rate of 4.00% per annum. The      promissory notes may be prepaid in whole or in part at any time or from time      to      time prior to the maturity date, which is December 31, 2010.**

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

----

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

**A      Development Stage Company**

**NOTES      TO FINANCIAL STATEMENTS**

**JUNE      30, 2006**

**(UNAUDITED)**

**NOTE      4 - CAPITAL STOCK**

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

**the      Company may determine, from time to time.**

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

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

**NOTE      5 - INTERIM FINANCIAL STATEMENTS**

**The      accompanying Interim Financial Statements of the Company as of June 30,      2006,  for the three months then ended and for the period January 24, 2006      (Inception) to June 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 statement presentation.  In the opinion of management, all      adjustments 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 January 24, 2006 (inception) through      March 31, 2006.  There have been no changes in significant accounting      policies since March 31, 2006.**

----

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

**Item      3. Controls and Procedures.**

----

**PART      II — OTHER INFORMATION**

**Item      1. Legal Proceedings. **

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

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

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

**Item      5. Other Information.**

**Item      6. Exhibits.**

|   | Exhibit |   | Description                                                                                                                                                                                                                                                                                                                              |
|--------|---------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |    |   |                                                                                                                                                                                                                                                                                                                                     |
|   | *3.1    |   | Certificate of Incorporation                                                                                                                                                                                                                                                                                                             |
|   |    |   |                                                                                                                                                                                                                                                                                                                                     |
|   | *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 June 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. |
|---|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

**SIGNATURES**

| Date:              September 7,              2006 |                                     |                                        |
|---------------------------------------------------|------------------------------------------|---------------------------------------------|
|                                              | NAREK              PHARMACEUTICALS, INC. |
|                                         |                                |                                   |
|                                              | By:                            | /s/ Anna              Kazanchyan, M.D. |
|                                              | Name:              Anna Kazanchyan, M.D. |
|                                              | Title:               President      |

----