SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                            ANNUAL REPORT PURSUANT TO
                           SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended March 31, 2003
                                              --------------

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

     For the transition period from _________________ to __________________

                        Commission file number: 001-31669
                                                ---------

                                    TARI INC.
                                    ---------
             (Exact name of Registrant as specified in its charter)



                                     Nevada
                                   98-0339560
      (State or other jurisdiction of (I.R.S. Employer Identification No.)
                         incorporation or organization)

                        700 West Pender Street, Suite 802
                   Vancouver, British Columbia, Canada V6C 1G8
                   -------------------------------------------
                    (Address of principal executive offices)

                                 (604) 685-3317
                                 --------------
               Registrant's telephone number, including area code

Securities to be registered pursuant to Section 12(b) of the Act:

        Title of each class             Name of each exchange on which
        to be so registered             each class is to be registered

              None                                    None

Securities to be registered pursuant to Section 12(g) of the Act:


                         Common Stock, Par Value $0.001
                         ------------------------------
                                (Title of Class)

                                      1
<PAGE>

Check  whether the Issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.

                             Yes      X                         No
                                --------                          --------

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.

                             Yes      X                          No
                                --------                          ---------


State issuer's revenues for its most recent fiscal year:         Nil
                                                        ------------

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified  date within the past 60 days.  (See  definition  of affiliate in Rule
12b-2 of the Exchange Act.)

                           $69,500 as at March o, 2004
                           ---------------------------

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

                                    3,890,000
                                    ---------

                                      2
<PAGE>


TABLE OF CONTENTS
-----------------
                                                                            Page

ITEM 1:   DESCRIPTION OF BUSINESS.............................................4
ITEM 2:   DESCRIPTION OF PROPERTY.............................................9
ITEM 3:   LEGAL PROCEEDINGS..................................................10
ITEM 4:   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................10
ITEM 5:   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS...........10
ITEM 6:   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION..........10
ITEM 7:   FINANCIAL STATEMENTS...............................................11
ITEM 8:   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURES..............................................22
ITEM 9:   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.......22
ITEM 10:  EXECUTIVE COMPENSATION.............................................22
ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.....23
ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................23
ITEM 13:  EXHIBITS AND REPORTS...............................................23



                                      3
<PAGE>



PART I

ITEM 1:  DESCRIPTION OF BUSINESS
In General

We are a  pre-exploration  stage  company.  We have acquired a mining lease on a
total of two  unpatented  lode mineral claims  property  located in the State of
Nevada and has not yet determined  whether this property  contains reserves that
are economically recoverable.  A patented lode mineral claim is the highest form
mineral claim tenure.  No  additional  assessment  work is necessary to keep the
claims in good standing.  All mineral rights, both surface and underground,  are
included in the claim. An unpatented claim requires  additional  assessment work
before all mineral rights can be claimed.

The  recoverability  of minerals  from the property  will be dependent  upon the
discovery of economically  recoverable  reserves,  confirmation of the company's
interest  in the  underlying  property,  the  ability  of the  company to obtain
necessary  financing to satisfy the expenditure  requirements under the property
agreement  and to  complete  the  development  of the  property  and upon future
profitable production or proceeds for the sale thereof.

Mining Lease Agreement

By a lease  agreement  effective May 15, 2001,  as amended,  we were granted the
exclusive  right to explore and mine the SP Project  located in Storey County of
the State of Nevada.  The term of this lease is for 20 years,  renewable  for an
additional  20 years so long as the  conditions  of the lease  are met.  Minimum
payments and performance commitments are as follows

Minimum Advance Royalty Payments:

       The owner shall be paid a royalty of 4% of the net smelter  returns  from
       all  production.  In respect to this royalty,  the company is required to
       pay minimum advance royalty payments of the following:
       - $5,000 upon execution (paid)
       - $1,250 by May 15, 2002 (paid)
       - $1,500 by  November  30,  2002  (paid)
       - $1,500  by April  15,  2003 (subsequently paid)
       - $5,000 by July 9, 2004
       - $10,000 by January 9, 2004
       - $50,000 on January 9 of each successive year, subject to adjustment for
         inflation

       The Company can reduce the net smelter  return royalty to 0.5% by payment
       of a buy-out price of $5,000,000.  Advance  royalty  payments made to the
       date of the buy-out will be applied to reduce the buy-out price.

Performance Commitment:

       In the event that the Company  terminates  the lease after June 1, of any
       year it is required to pay all federal and state mining claim maintenance
       fees for the next  assessment  year.  The  Company is required to perform
       reclamation  work in the property as required by federal  state and local
       law for  disturbances  resulting  from the  Company's  activities  on the
       property.

                                      4
<PAGE>

Description of the SP Project

The two  unpatented  lode mineral  claims,  referred to as the "SP Project",  is
located  approximately  20 miles  southeast of Reno,  Nevada and about 1.5 miles
from Virginia City, Nevada.

Location and Access

The SP claims  are  located  in Storey  County,  Nevada  approximately  20 miles
southeast of Reno and 1.5 miles northeast of Virginia City,  Nevada.  Access can
be had to our  claims  from  Reno,  Nevada by  following  state  Highway  341 to
Virginia  City,  then  traveling  approximately  1.75  miles east along Six Mile
Canyon Road to the Seven Mile Canyon dirt road. The claims lie approximately one
mile to the north on the eastern side of Seven Mile Canyon Road.

History of the SP Project

The property  leased by Tari covers lands credited with sporadic gold production
dating to the late 1850's.  There is no recorded production and little published
information  on our  claims.  In 1981,  however,  Houston  International  Mining
Corporation did investigate the ground covered by our claims. This investigation
revealed  gold  mineralization  over a 25 foot  interval  at a depth of 45 to 70
feet.  This target area has never been  followed up since the work  performed in
1981. In addition,  other claims in the vicinity of our claims have geologically
significant features that trend in the direction of our claims to an extent such
as to justify further exploration. Consequently, there is a reasonable potential
that  additional   exploration  and  drilling  will  outline  important  mineral
reserves.

Geological Report

A two phase  exploration  and  drilling  program has been  proposed by Edward P.
Jucevic,  mining  engineer  Phase 1,  including a  recommendation  to lease four
neighboring  patented claims and perform  drilling and assaying,  with estimated
costs of $89,000,  followed by a Phase 2 with  estimated  costs of $82,000.  The
purpose of this  offering is to finance the  implementation  of Phase I. Phase 2
would involve more extensive drilling and assaying.

Compliance with Government Regulation

We will secure all necessary  permits for  exploration  and, if  development  is
warranted on the  property,  will file final plans of operation  before we start
any mining  operations.  We anticipate no discharge of water into active stream,
creek,  river, lake or any other body of water regulated by environmental law or
regulation.  No  endangered  species  will  be  disturbed.  Restoration  of  the
disturbed  land will be completed  according to law. All holes,  pits and shafts
will be sealed upon abandonment of the property. It is difficult to estimate the
cost of compliance with the  environmental  law since the full nature and extent
of our proposed  activities  cannot be determined  until we start our operations
and know what that will involve from an environmental standpoint.

The initial drill program outlined in Phase I will be conducted on B.L.M. lands.
The BLM will require the submittal of a plan of operation which would be used as
the basis for the bonding requirement, water permit and reclamation program. The
reclamation  program  could  include  both  surface  reclamation  and drill hole
plugging  and  abandonment.  The  amount of the  bonding  would be based upon an
estimate by the BLM related to the cost of reclamation if done by an independent
contractor. It is estimated the bonding requirement would be $5000.00. The water
permit and fee is  included in the  reclamation  cost which is  estimated  to be
$1000.00.

                                      5
<PAGE>

We would be subjected to the B.L.M.  rules and regulations  governing  mining on
federal lands including a draft  environmental  impact  statement or EIS, public
hearings and a final EIS. The final EIS would address county and state needs and
requirements  and would cover  issues and permit  requirements  concerning:  air
quality,  heritage resources,  geology, energy, noise, soils, surface and ground
water, wetlands, use of hazardous chemicals,  vegetation,  wildlife, recreation,
land  use,   socioeconomic  impact,   scenic  resources,   health  and  welfare,
transportation  and reclamation.  Bonding  requirements for mining are developed
from the final EIS.

We are in compliance  with all laws and will continue to comply with the laws in
the future.  We believe that compliance with the laws will not adversely  affect
our business operations. Tari anticipates that it will be required to post bonds
in the event the expanded work programs involve extensive surface disturbance.

Employees

We have no  employees  as of the  date of this  annual  report  other  than  Mr.
Theodore Tsagkaris, the president and sole director.

Research and Development Expenditures

We have not incurred any exploration  expenditures to date. We have not incurred
any other research or development expenditures since our incorporation.

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.

Risk Factors
------------

In addition to the other  information  in this  current  report,  the  following
factors should be carefully considered in evaluating our business and prospects:

THE SOLE MINERAL PROPERTY IN WHICH WE HAVE AN INTEREST,  THE SP PROJECT,  HAS NO
RESERVES.

Our sole mineral property interest is the SP Project. As this property is in the
pre-exploration  stage,  it has no reserves and does not generate any cash flow.
Accordingly,  we have no means of producing any income. We anticipate  incurring
losses for the foreseeable future.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

Our current  operating  funds are less than  necessary  to meet the terms of the
mining lease, and therefore we will need to obtain additional financing in order
to complete our business  plan.  As of March 31, 2003, we had cash in the amount
of $30,773. We currently do not have any operations and we have no income.

                                      6
<PAGE>

Our business plan for the next twelve months calls for  significant  expenses in
connection  with the  exploration of the SP Project.  In order to complete phase
one of the exploration  program,  we anticipate the costs to be $89,000.  We are
also required to pay an additional  $15,000 in order to keep our lease agreement
respecting the SP project in good  standing.  We must pay $5,000 to the owner by
July 9, 2004 and an  additional  $10,000 by January 9,  2005.  In  addition,  we
anticipate   incurring   $10,000  in   professional   fees  and   US$12,000   in
administrative expenses.

We  will  require  additional   financing  in  order  to  meet  the  anticipated
exploration  costs and to sustain our business  operations.  We do not currently
have any arrangements for financing and we can provide no assurance to investors
that we will be able to find such  financing if required.  Obtaining  additional
financing  would be subject to a number of factors,  including the market prices
for gold, copper,  nickel and platinum group metals,  investor acceptance of our
property  and investor  sentiment.  These  factors may make the timing,  amount,
terms or conditions of additional financing unavailable to us.

The most likely source of future funds presently  available to us is through the
sale of equity  capital.  Any sale of share  capital  will result in dilution to
existing shareholders.  The only other anticipated alternative for the financing
of  further  exploration  would  be the  offering  by us of an  interest  in our
properties  to be  earned by  another  party or  parties  carrying  out  further
exploration thereof, which is not presently contemplated.

IF WE DO NOT COMPLETE THE REQUIRED COMMITMENTS OF THE MINING LEASE AGREEMENT, WE
WILL LOSE OUR INTEREST IN THE SF RESOURCE PROPERTY AND OUR BUSINESS MAY FAIL.

We are  obligated to incur  minimum  payments  and  performance  commitments  as
outlined in the Mining Lease Agreement  mentioned in that section. If we fail to
meet the terms of the lease  agreement,  we will  forfeit our interest in the SP
Project.  The lease may be  terminated if the landlord  gives written  notice of
such default. After receipt of default, Tari has 15 days to cure the default. We
will require substantial additional capital to fund phase one of the exploration
program.  We have no agreements for  additional  financing and we can provide no
assurance  to  investors  that  additional  funding  will be  available to us on
acceptable  terms,  or at all,  to  continue  operations,  to fund new  business
opportunities or to execute our business plan. If we lose our interest in the SP
Project, then there is a substantial risk that our business will fail.

BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINERAL PROPERTIES, THERE IS
A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.

The search for  valuable  minerals  as a business  is  extremely  risky.  We can
provide  investors  with no  assurance  that the mineral  property  that we have
leased contains  commercially  exploitable reserves of copper,  nickel, gold and
platinum  group  metals.  Exploration  for  minerals  is a  speculative  venture
necessarily involving substantial risk. The expenditures to be made by us in the
exploration of the optioned  mineral  properties may not result in the discovery
of  commercial  quantities  of minerals.  Problems such as unusual or unexpected
formations and other  conditions are involved in mineral  exploration  and often
result in unsuccessful  exploration  efforts. In such a case, we would be unable
to complete our business plan.

                                     7
<PAGE>

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

The search for valuable minerals involves numerous hazards.  As a result, we may
become subject to liabilities for such hazards,  including  pollution,  cave-ins
and other  hazards  against which we cannot insure or against which we may elect
not to insure.  The  payment  of such  Liabilities  may have a material  adverse
effect on our financial position.

WE MAY NOT BE ABLE TO OPERATE AS A GOING CONCERN AND OUR BUSINESS MAY FAIL.

The Independent  Auditor's  Report to our audited  financial  statements for the
period ended March 31, 2003,  indicates  that there are a number of factors that
raise substantial  doubt about our ability to continue as a going concern.  Such
factors identified in the report are: we are in a net loss position; we have not
attained  profitable  operations;  and we are dependent upon obtaining  adequate
financing to fulfill our exploration activities.  If we are not able to continue
as a going concern, it is likely investors will lose their investments.

IF WE  BECOME  SUBJECT  TO  BURDENSOME  GOVERNMENT  REGULATION  OR  OTHER  LEGAL
UNCERTAINTIES, OUR BUSINESS WILL BE NEGATIVELY AFFECTED.

The legal  and  regulatory  environment  that  pertains  to the  exploration  of
minerals is uncertain  and may change.  Uncertainty  and new  regulations  could
increase our costs of doing  business and prevent us from  exploring for mineral
deposits.  The growth of demand for minerals may also be  significantly  slowed.
This  could  delay  growth in  potential  demand  for and limit our  ability  to
generate  revenues.  In  addition  to new laws and  regulations  being  adopted,
existing laws may be applied to mining that have not as yet been applied.  These
new  laws may  increase  our cost of doing  business  with the  result  that our
financial condition and operating results may be harmed.

BECAUSE OUR SOLE DIRECTOR OWNS 64.3% OF OUR OUTSTANDING COMMON STOCK, THEY COULD
MAKE AND CONTROL  CORPORATE  DECISIONS THAT MAY BE  DISADVANTAGEOUS  TO MINORITY
SHAREHOLDERS.

Our sole  director owns  approximately  64.3% of the  outstanding  shares of our
common stock.  Accordingly,  he will have a significant influence in determining
the outcome of all corporate  transactions or other matters,  including mergers,
consolidations  and the sale of all or substantially all of our assets, and also
the power to prevent or cause a change in control. The interests of our director
may differ  from the  interests  of the other  stockholders  and thus  result in
corporate decisions that are disadvantageous to other shareholders.  Because our
president has other business interests,  he may not be able or willing to devote
a sufficient amount of time to our business operations,  causing our business to
fail.

BECAUSE  OUR  PRESIDENT  HAS  OTHER  BUSINESS  INTERESTS,  HE MAY NOT BE ABLE OR
WILLING  TO  DEVOTE A  SUFFICIENT  AMOUNT  OF TIME TO OUR  BUSINESS  OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.

Our president, Mr. Theodore Tsagkaris is presently required to spend only 25% of
his business  time on business  management  services for our company.  While Mr.

                                      8
<PAGE>

Tsagkaris  presently  possesses adequate time to attend to our interests,  it is
possible  that the demands on Mr.  Tsagkaris  from his other  obligations  could
increase  with the result  that he would no longer be able to devote  sufficient
time to the  management  of our  business.  In addition,  Mr.  Tsagkaris may not
possess sufficient time for our business if the demands of managing our business
increased substantially beyond current levels.

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.

There is  currently  no  market  for our  common  stock  and we can  provide  no
assurance  that a market  will  develop.  We expect to apply for  listing of our
common stock on the over the counter  bulletin  board.  However,  we can provide
investors with no assurance that our shares will be traded on the bulletin board
or, if  traded,  that a public  market  will  materialize.  If no market is ever
developed for our shares,  it will be difficult for  shareholders  to sell their
stock.  In such a case,  shareholders  may find that they are  unable to achieve
benefits from their investment.

IF A MARKET FOR OUR COMMON STOCK DEVELOPS, OUR STOCK PRICE MAY BE VOLATILE.

If a market for our common stock  develops,  we anticipate that the market price
of our common stock will be subject to wide  fluctuations in response to several
factors, including:

(1) actual or  anticipated  variations  in our  results of  operations;
(2) our ability or inability to generate new revenues;
(3) increased  competition;  and
(4) conditions and trends in the mineral exploration industry.

Further,  if our common  stock is traded on the NASD over the  counter  bulletin
board,  our  stock  price may be  impacted  by  factors  that are  unrelated  or
disproportionate to our operating  performance.  These market  fluctuations,  as
well as general economic,  political and market conditions,  such as recessions,
interest rates or international  currency  fluctuations may adversely affect the
market price of our common stock.

Forward-Looking Statements

This Form 10-KSB  contains  forward-looking  statements  that involve  risks and
uncertainties.  We use words such as anticipate,  believe, plan, expect, future,
intend and similar expressions to identify such forward-looking  statements. You
should not place too much  reliance  on these  forward-looking  statements.  Our
actual results are likely to differ  materially from those  anticipated in these
forward-looking  statements  for many  reasons,  including the risks faced by us
described in the above "Risk Factors" section and elsewhere in this document.


ITEM 2:  DESCRIPTION OF PROPERTY

Our  executive  offices are located at 700 West  Pender,  Suite 802,  Vancouver,
British Columbia, Canada.
Our officers provide principal executive office space and telephone service free
of  charge.  The costs  associated  with the use of the  telephone  and  mailing
address were deemed by management to be immaterial.

                                      9
<PAGE>

ITEM 3:  LEGAL PROCEEDINGS

There are no legal proceedings pending or threatened against us.

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted  during the fourth  quarter of our fiscal year to a vote
of security holders, through the solicitation of proxies or otherwise.

PART II

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our shares of common  stock do not trade on any stock  exchange  or through  the
facilities of any quotation system.  While we intend to apply to have our shares
of common stock quoted on the National  Association  of Securities  Dealers' OTC
Bulletin Board, there is no guarantee that we will be successful.

We have 31 shareholders of record as at the date of this annual report.

Dividends
---------

There are no  restrictions  in our  articles  of  incorporation  or bylaws  that
prevent us from declaring  dividends.  The Nevada Revised Statutes,  however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution of the dividend:

1.       we would not be able to pay our debts as they become due  in  the usual
         course of business; or

2.       our total assets would be less than  the sum of  our total  liabilities
         plus  the  amount  that  would  be  needed  to  satisfy  the rights  of
         shareholders  who  have  preferential   rights  superior  to  those
         receiving the distribution.

We have not declared any dividends,  and we do not plan to declare any dividends
in the foreseeable future.

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operation

Our plan of operation for the twelve months following the date of this report is
to complete the recommended  phase one exploration  program on the SP project in
which we hold a leasehold interest. We anticipate that this program will cost us
$89,000.

In January  2004,  we amended  our mineral  claims  agreement  regarding  the SP
Project  located in Storey  County  Nevada.  We paid the lessor of the  property
$2,000  upon  execution  of the  agreement.  In order to keep the  lease in good
standing,  we must pay the lessor $5,000 by July 9, 2004,  $10,000 by January 9,
2005, and $50,000 per year thereafter.

In addition,  we anticipate spending $10,000 on professional fees and $12,000 on
administrative expenses.

Total  expenditures  over  the  next 12  months  are  therefore  expected  to be
$126,000. Our cash on hand at January 31, 2003 was $30,773. Accordingly, we will
need to raise additional funds in order to complete the recommended  exploration
program  on the SP  project  and meet our  other  expected  expenses.  We do not
currently have any arrangements for raising additional funding.


Results of Operations For Period Ending March 31, 2003


We incurred a net loss of $27,653 for the year-ended March 31, 2003, as compared
to a loss of $39,696 in the same  period in 2002.  The  decrease in net loss was
primarily  due to a reduction in legal fees.  During  fiscal  2003,  we incurred
legal fees of $4,859,  as compared to $21,601  during the fiscal year 2002.  The
legal  fees  during  fiscal  year 2002 were in  connection  with the  filing and
amendment of our registration  statement on Form SB-2. At year-end,  we had cash
on hand of  $30,773.  Our  liabilities  at the same  date  totalled  $3,622  and
consisted of accounts payable of $1,467 and $2,155 due to our president.


ITEM 7:  FINANCIAL STATEMENTS

                                      10
<PAGE>


                                    TARI INC.

                        (A Pre-exploration Stage Company)

                         REPORT AND FINANCIAL STATEMENTS

                             March 31, 2003 and 2002

                             (Stated in US Dollars)
                             ----------------------




                                      11

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Stockholders,
Tari Inc.

We have audited the accompanying  balance sheets of Tari Inc. (A Pre-exploration
Stage  Company)  as of March 31,  2003 and 2002 and the  related  statements  of
operations,  stockholders'  equity and cash  flows for the year ended  March 31,
2003 and for the period May 2, 2001 (Date of  Incorporation)  to March 31,  2002
and for the period May 2, 2001 (Date of  Incorporation) to March 31, 2003. These
financial  statements are the  responsibility of the company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform an audit to obtain  reasonable  assurance  about  whether the  financial
statements are free of material  misstatement.  An audit includes examining on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  these financial statements referred to above present fairly, in
all material respects,  the financial position of Tari Inc. as of March 31, 2003
and 2002 and the results of its operations and its cash flows for the year ended
March 31,  2003 and for the period from May 2, 2001 (Date of  Incorporation)  to
March 31, 2002 and for the period May 2, 2001 (Date of  Incorporation)  to March
31, 2003, in conformity with  accounting  principles  generally  accepted in the
United States of America.

The  accompanying  financial  statements  referred  to above have been  prepared
assuming that the company will continue as a going concern. As discussed in Note
1 to the financial statements,  the company is in the pre-exploration stage, and
has no  established  source of revenue and is  dependent on its ability to raise
capital from shareholders or other sources to sustain operations. These factors,
along with other  matters as set forth in Note 1, raise  substantial  doubt that
the  company  will  be able  to  continue  as a  going  concern.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


Vancouver, Canada
June 23, 2003                                             Chartered Accountants
                                      12

<PAGE>

                             SEE ACCOMPANYING NOTES
                                    TARI INC.
                        (A Pre-exploration Stage Company)
                                 BALANCE SHEETS
                             March 31, 2003 and 2002
                             (Stated in US Dollars)
                             ----------------------
<TABLE>
<CAPTION>
                                                     ASSETS                     2003            2002
                                                     ------                     ----            ----
<S>                                                                           <C>            <C>
Current
   Cash                                                                      $  30,773       $       -
                                                                              ========         =======

                                                   LIABILITIES
                                                   -----------
Current
   Bank indebtedness                                                         $      -        $      39
   Accounts payable and accrued liabilities                                      1,467          12,827
   Due to related party - Note 3                                                 2,155           1,830
                                                                              --------         -------
                                                                                 3,622          14,696
                                                                              --------         -------

                                        STOCKHOLDERS' EQUITY (DEFICIENCY)
                                        ---------------------------------

Preferred stock, $0.001 par value
     10,000,000 shares authorized, none outstanding
Common stock, $0.001 par value
    100,000,000 shares authorized
      3,890,000 (2002:  2,500,000) shares issued                                 3,890           2,500
Additional paid-in capital                                                      90,610          22,500
Deficit accumulated during the pre-exploration stage                           (67,349)        (39,696)
                                                                              --------         --------
                                                                                27,151         (14,696)
                                                                              --------         --------
                                                                             $  30,773        $       -
                                                                              ========         ========
</TABLE>

Nature and Continuance of Operations - Note 1
Commitments - Note 4
Subsequent Event - Note 4





APPROVED BY THE DIRECTOR:



/s/ Theodore Tsagkaris
--------------------------------
    Theodore Tsagkaris, Director


                             SEE ACCOMPANYING NOTES

                                      13
<PAGE>


                                    TARI INC.
                        (A Pre-exploration Stage Company)
                            STATEMENTS OF OPERATIONS
                       for the year ended March 31, 2003,
                       for the period May 2, 2001 (Date of
                  Incorporation) to March 31, 2002 and for the
                   period May 2, 2001 (Date of Incorporation)
                                to March 31, 2003
                             (Stated in US Dollars)
                             ----------------------
<TABLE>
<CAPTION>
                                                                                May 2, 2001         May 2, 2001
                                                                              (Date of Incor-     (Date of Incor-
                                                                               -poration) to       -poration) to
                                                                 2003          March 31, 2002     March 31, 2003
                                                                ----          --------------     --------------
<S>                                                          <C>               <C>                 <C>
Expenses
   Audit and accounting fees                               $       5,811     $        6,533       $     12,344
   Bank charges                                                      224                194                418
   Consulting fees                                                10,500              5,000             15,500
   Incorporation costs                                                 -                900                900
   Legal fees                                                      4,859             21,601             26,460
   Office expenses                                                   118                268                386
   Mineral lease costs - Note 4                                    3,056              5,200              8,256
   Transfer agent and filing fees                                  3,085                  -              3,085
                                                            ------------      -------------        -----------
                                                                  27,653             39,696             67,349
                                                            ------------      -------------        -----------
Net loss for the period                                    $      27,653     $       39,696       $     67,349
                                                            ============      =============         ==========
Basic loss per share                                       $  (     0.01)    $  (      0.01)
                                                            ============      =============
Weighted average number of shares outstanding                  2,675,178          2,284,836
                                                            ============      =============
</TABLE>

                             SEE ACCOMPANYING NOTES

                                      14
<PAGE>


                                    TARI INC.
                        (A Pre-exploration Stage Company)
                            STATEMENTS OF CASH FLOWS
                          for the year ended March 31,
                    2003, for the period May 2, 2001 (Date of
                        Incorporation) to March 31, 2002
    and for the period May 2, 2001 (Date of Incorporation) to March 31, 2003
                             (Stated in US Dollars)
                              --------------------

<TABLE>
<CAPTION>
                                                                                May 2, 2001         May 2, 2001
                                                                              (Date of Incor-     (Date of Incor-
                                                                               -poration) to       -poration) to
                                                                 2003          March 31, 2002     March 31, 2003
                                                                 ----          --------------     --------------
<S>                                                         <C>               <C>                <C>
Operating Activities
   Net loss for the period                                 $  (   27,653)    $  (    39,696)    $   (   67,349)

   Change in non-cash working capital items
   related to operations:
     Accounts payable and accrued liabilities                 (   11,360)            12,827              1,467
                                                             -----------        -----------       ------------
                                                              (   39,013)       (    26,869)        (   65,882)
                                                             -----------        -----------       ------------
Cash Flows provided by Financing Activities
   Proceeds from shares issued                                    69,500             25,000             94,500
   Bank indebtedness                                          (       39)                39                  -
   Due to related party                                              325              1,830              2,155
                                                             -----------        -----------        -----------
                                                                  69,786             26,869             96,655
                                                             -----------        -----------        -----------
Increase in cash during the period                                30,773                  -             30,773

Cash, beginning of the period                                          -                  -                  -
                                                             -----------        -----------        -----------
Cash, end of the period                                    $      30,773     $            -     $       30,773
                                                             ===========        ===========        ===========
Supplementary disclosure of cash flow information
Cash paid for:
     Interest                                              $          -      $            -     $            -
                                                             ===========        ===========        ===========
     Income taxes                                          $          -      $            -     $            -
                                                             ===========        ===========        ===========
</TABLE>


                             SEE ACCOMPANYING NOTES

                                       15

<PAGE>

                                    TARI INC.
                        (A Pre-exploration Stage Company)
                           STATEMENT OF STOCKHOLDERS'
                   EQUITY for the period May 2, 2001 (Date of
                        Incorporation) to March 31, 2003
                             (Stated in US Dollars)
                             ----------------------

<TABLE>
<CAPTION>
                                                                                               Deficit
                                                                                             Accumulated
                                                                           Additional        During the
                                               Common Shares                Paid-in        Pre-exploration
                                     --------------------------------
                                          Number          Par Value         Capital             Stage             Total
                                          -----           ---------         -------             -----             -----
<S>                                    <C>             <C>                <C>                 <C>                 <C>
Capital stock issued for cash
                      - at $0.01       2,500,000       $    2,500        $   22,500        $            -       $    25,000
Net loss for the period ended
 March 31, 2002                                -                -                 -            (    39,696)      (   39,696)
                                       ---------        ---------         ---------            -----------        ----------
Balance, March 31, 2002                2,500,000            2,500            22,500            (    39,696)      (   14,696)
Capital stock subscribed
 pursuant to an offering
 memorandum for cash
                      - at $0.05       1,390,000            1,390            68,110                      -           69,500
Net loss for the year ended
 March 31, 2003                                -                -                 -            (    27,653)      (   27,653)
                                       ---------        ---------         ---------             -----------        ---------
Balance, March 31, 2003                3,890,000       $    3,890        $   90,610        $   (    67,349)      $   27,151
                                       =========        =========         =========              ==========        =========
</TABLE>


                             SEE ACCOMPANYING NOTES


                                      16
<PAGE>

                                    TARI INC.
                        (A Pre-exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                             March 31, 2003 and 2002
                             (Stated in US Dollars)


Note 1        Nature and Continuance of Operations
              ------------------------------------

              The  company is in the  pre-exploration  stage.  The  company  has
              entered   into  a  lease   agreement   to   explore   and  mine  a
              pre-exploration  property  located in the State of Nevada,  United
              States of America and has not yet determined whether this property
              contains   reserves  that  are   economically   recoverable.   The
              recoverability of amounts from the property will be dependent upon
              the discovery of economically  recoverable reserves,  confirmation
              of the company's interest in the underlying property,  the ability
              of the  company  to obtain  necessary  financing  to  satisfy  the
              expenditure  requirements  under  the  property  agreement  and to
              complete  the   development   of  the  property  and  upon  future
              profitable production or proceeds for the sale thereof.

              These  financial  statements have been prepared on a going concern
              basis.  The company  has  accumulated  a deficit of $67,349  since
              inception. Its ability to continue as a going concern is dependent
              upon the ability of the company to generate profitable  operations
              in the future and/or to obtain the necessary financing to meet its
              obligations and repay its liabilities arising from normal business
              operations when they come due.

              The company was incorporated in the State of Nevada on May 2, 2001
              and its fiscal year end is March 31.

Note 2        Summary of Significant Accounting Policies
              ------------------------------------------

              The  financial  statements  of the company  have been  prepared in
              accordance with accounting  principles  generally  accepted in the
              United States of America.  Because a precise determination of many
              assets and  liabilities  is  dependent  upon  future  events,  the
              preparation  of  financial  statements  for a  period  necessarily
              involves the use of estimates  which have been made using  careful
              judgement. Actual results may vary from these estimates.

              The financial  statements  have,  in  management's  opinion,  been
              properly  prepared  within  reasonable  limits of materiality  and
              within  the  framework  of  the  significant  accounting  policies
              summarized below:

              Pre-exploration Stage Company
              -----------------------------

              The Company  complies with  Financial  Accounting  Standard  Board
              Statement  No.  7  and  The  Securities  and  Exchange  Commission
              Exchange  Act Guide 7 for its  characterization  of the Company as
              pre-exploration stage.

              Resource Property
              -----------------

              Costs of lease, acquisition,  exploration,  carrying and retaining
              unproven mineral lease properties are expensed as incurred.


                                      17
<PAGE>

Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Income Taxes
              ------------

              The Company  uses the  liability  method of  accounting for income
              taxes  pursuant to Statement of Financial  Accounting
              Standards, No. 109 "Accounting for Income Taxes".

              Basic Loss Per Share
              --------------------

              The Company  reports basic loss per share in  accordance  with the
              Statement of Financial Accounting Standards No. 128, "Earnings Per
              Share".  Basic  loss per  share is  computed  using  the  weighted
              average number of shares  outstanding  during the period.  Diluted
              loss per share has not been provided as it would be anti-dilutive.

              Financial Instruments
              ---------------------

              The  carrying  value  of  the  Company's  financial   instruments,
              consisting of cash,  bank  indebtedness  and accounts  payable and
              accrued liabilities  approximate their fair value due to the short
              term  maturity  of such  instruments.  Due to  related  party also
              approximates   fair  value.   Unless   otherwise   noted,   it  is
              management's   opinion   that  the   Company  is  not  exposed  to
              significant interest,  currency or credit risks arising from these
              financial instruments.

              Environmental Costs
              -------------------

              Environmental  expenditures that relate to current  operations are
              expensed or capitalized as appropriate.  Expenditures  that relate
              to an existing  condition caused by past operations,  and which do
              not  contribute  to  current  or future  revenue  generation,  are
              expensed.  Liabilities are recorded when environmental assessments
              and/or  remedial  efforts  are  probable,  and  the  cost  can  be
              reasonably  estimated.  Generally,  the  timing of these  accruals
              coincides with the earlier of completion of a feasibility study or
              the  Company's  commitments  to a plan of action based on the know
              facts.

              New Accounting Standards
              ------------------------

              Management does not believe that any recently issued,  but not yet
              effective  accounting  standards if currently adopted could have a
              material effect on the accompanying financial statements.

Note 3        Due to Related Party
              --------------------

              The amount due to related party of $2,155 (2002: $1,830) is due to
              a former  majority  shareholder of the Company.  The amount due is
              non-interest  bearing,  unsecured  and has no  specific  terms for
              repayment.

                                      18
<PAGE>

Note 4        Commitments
              -----------

              a)  Mining Lease

                  By a lease agreement  effective May 15, 2001 and amended April
                  2002, November 2002 and April 2003 the company was granted the
                  exclusive  right to explore and mine the SP resource  property
                  located in Storey  County of the State of Nevada.  The term of
                  this lease is for 20 years,  renewable  for an  additional  20
                  years so long as the conditions of the lease are met.  Minimum
                  payments and performance commitments are as follows:

                  Minimum Advance Royalty Payments:

                  The  owner  shall  be  paid a royalty of 4% of the net smelter
                  returns  from  all   production.  In respect to this  royalty,
                  the  company  is  required  to  pay  minimum  advance  royalty
                  payments of the following:
                  -        $5,000 upon execution (paid)
                  -        $1,250 on or before May 15, 2002 (paid)
                  -        $1,500 on or before November 30, 2002 (paid)
                  -        $1,500 on or before April 15, 2003(subsequently paid)
                  -        $20,750 on or before October 15, 2003
                  -        $20,000 on May 15, 2004
                  -        $25,000 on May 15, 2005
                  -        $50,000 on May 15, 2006 and thereafter

                  The  Company  can  reduce the net  smelter  return  royalty to
                  0.5%  by  payment of  a buy-out price of  $5,000,000.  Advance
                  royalty  payments  made to  the date of  the  buy-out  will be
                  applied to reduce the buy-out price.

                  Performance Commitment:

                  In   the event that the  Company  terminates  the  lease after
                  June 1, of  any  year it is  required  to  pay all federal and
                  state mining claim maintenance fees  for the  next  assessment
                  year.  The Company is required  to  perform  reclamation  work
                  in  the  property  as required by federal  state and local law
                  for  disturbances  resulting  from the Company's activities on
                  the property.

                                      19
<PAGE>

Note 5        Deferred Tax Assets

              The Financial  Accounting  Standards Board issued Statement Number
              109 in Accounting for Income Taxes ("FAS 109"), which is effective
              for fiscal years  beginning  after  December  15,  1992.  FAS 109,
              requires the use of the asset and  liability  method of accounting
              of income taxes. Under the assets and liability method of FAS 109,
              deferred tax assts and  liabilities  are recognized for the future
              tax consequences attributable to temporary differences between the
              financial  statements  carrying  amounts  of  existing  assets and
              liabilities  and their  respective tax bases.  Deferred tax assets
              and  liabilities  are measured using enacted tax rates expected to
              apply to  taxable  income  in the years in which  those  temporary
              differences are expected to be recovered or settled.

              The following table  summarizes the significant  components of the
              company's deferred tax assets:

                                                                       Total
              Deferred Tax Assets
               Non-capital loss carryforward                    $       10,100
              Valuation allowance for deferred tax asset           (    10,100)
                                                                 --------------
                                                                $            -
                                                                 ==============

              The amount  taken into income as deferred  tax assets must reflect
              that portion of the income tax loss  carryforwards  that is likely
              to be realized from future  operations.  The company has chosen to
              provide an allowance of 100% against all available income tax loss
              carryforwards, regardless of their time of expiry.

Note 6        Corporation Income Tax Losses

              At March 31, 2003, the Company has accumulated  non-capital losses
              totalling $67,349, which are available to reduce taxable income in
              future taxation years.  These losses expire beginning in 2022. The
              potential  benefit of these losses,  if any, has not been recorded
              in the financial statements.

                                      20
<PAGE>

ITEM 8:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

<TABLE>
<CAPTION>

Name                        Age       Position with Registrant
<S>                         <C>       <C>                                       <C>
                                                                                Served  as a  Director
Theodore Tsagkaris          56        President,  Secretary,                    or Officer since
                                      Treasurer,  Chief  Executive              September 26, 2002
                                      Officer,  and Director (Principal
                                      Executive Officer,
                                      Principal    Financial   Officer,
                                      and   Principal Accounting Officer)
</TABLE>

The following is a biographical summary of Mr. Theodore Tsagkaris:

Mr. Tsagkaris  has  acted  as  our president, chief executive officer, principal
accounting  officer and  as  a  director since September 26, 2002. Mr. Tsagkaris
graduated in 1974 from  the  Winnipeg Red River College  with  a degree  in  the
Hospitality  Industry. In 1984, he graduated from the University of Toronto with
a  degree in  Economics  and  Political Science.  For  the  last  the years, Mr.
Tsagkaris has been self-employed marketing consultant.

Mr. Tsagkaris has  acted as our president,  chief  executive officer,  principal
accounting officer and as a director since September 26, 2002. [background info]

All directors are elected annually by our shareholders and hold office until the
next Annual  General  Meeting.  Each officer holds office at the pleasure of the
board of directors.

ITEM 10:  EXECUTIVE COMPENSATION

The table below  summarizes all  compensation  awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal year ended March 31, 2003.
<TABLE>
<CAPTION>
                          Annual Compensation                         Long Term Compensation
                          -------------------                         ----------------------
                                                   Other       Annual Restricted Stock Options/   LTIP          All Other
Name (1)       Title      Year     Salary   Bonus  Compensation       Awarded          SARs (#)   payouts ($)   Compensation
--------       -----      ----     ------   -----  ------------       -------          --------   -----------   ------------
<S>            <C>        <C>      <C>      <C>    <C>                <C>              <C>        <C>            <C>
Theodore       President/ 2003     $0        0      0                  0                0          0                0
Tsagkaris      Secretary/
               Treasurer
</TABLE>

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors,
and persons who beneficially own more than 10% of our equity securities, to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission.  Officers,  directors and greater than 10% shareholders are required
by SEC  regulation  to furnish us with  copies of all  Section  16(a) forms they
file.  Based on our review of the copies of such forms we  received,  we believe
that during the fiscal

                                      22
<PAGE>

year  ended  March 31,  2003 all such  filing  requirements  applicable  to our
officers and directors were complied with exception that reports were filed late
by the following persons:

<TABLE>
<CAPTION>
Name and principal position           Number of late       Transactions not timely      Known failures to file a
                                      reports              reported                     required form
<S>                                   <C>                  <C>                          <C>
Theodore Tsagkaris                            Nil                      Nil                  One

(Preasident, Secretary, Treasurer,
and Director
</TABLE>

ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of
our shares of common  stock at March 27, 2004 by (i) each person  known by us to
be the  beneficial  owner of more  than 5% of our  outstanding  shares of common
stock, (ii) each of our directors, (iii) our executive officers, and (iv) by all
of our  directors and  executive  officers as a group.  Each person named in the
table,  has sole voting and investment power with respect to all shares shown as
beneficially  owned by such person and can be contacted at our executive  office
address.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
TITLE OF CLASS            NAME OF BENEFICIAL OWNER         SHARES OF COMMON STOCK       PERCENT OF CLASS
----------------------------------------------------------------------------------------------------------
<S>                       <C>                               <C>                          <C>
Common                    Theodore Tsagkaris                        2,500,000                64.3%
----------------------------------------------------------------------------------------------------------
</TABLE>

ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Neither our sole director or officer, nor any proposed nominee for election as a
director,  nor any person who beneficially owns, directly or indirectly,  shares
carrying more than 10% of the voting rights  attached to all of our  outstanding
shares,  nor any  promoter,  nor any relative or spouse of any of the  foregoing
persons has any material interest,  direct or indirect, in any transaction since
our  incorporation  or in any presently  proposed  transaction  which, in either
case, has or will materially affect us.

Our management is involved in other  business  activities and may, in the future
become  involved  in  other  business  opportunities.  If  a  specific  business
opportunity  becomes  available,  such  persons may face a conflict in selecting
between our business  and their other  business  interests.  In the event that a
conflict of interest  arises at a meeting of our  directors,  a director who has
such a conflict  will disclose his interest in a proposed  transaction  and will
abstain from voting for or against the approval of such transaction.

                                      23
<PAGE>

ITEM 13:  EXHIBITS AND REPORTS

  3.1          Articles of Incorporation*
  3.2          By-Laws*
 10.1          Lease Agreement dated May 15, 2001*
 10.2          Lease Agreement dated April 5, 2003*
 10.3          Lease Agreement dated November 1, 2002*
 10.4          Lease amendment dated January 9, 2004
 31.1          Certification pursuant to 18 U.S.C. Section 1350, as adopted
               pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 31.2          Certification pursuant to 18 U.S.C. Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 32.1          Certification pursuant to 18 U.S.C. Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 32.2          Certification pursuant to 18 U.S.C. Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* previously filed as an exhibit to our registration statement on Form SB-2, as
  amended.

There were no reports filed on Form 8-K during the year-ended March 31, 2003.

SIGNATURES

Pursuant to the requirements of Section 13 and 15 (d) 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.

                                               Tari, Inc.

                                        /s/ Theodore Tsagkaris
                                            -------------------------
                                            Theodore Tsagkaris
                                            President, Secretary, Treasurer
                                            Chief Executive Officer and Director
                                            (Principal Executive Officer,
                                            Principal Financial Officer and
                                            Principal Accounting Officer)
                                            Dated: March 27, 2004

                                      24
<PAGE>


                                  EXHIBIT 10.4
                                 Lease Amendment

                                    TARI INC.
                                1102 Wolfe Avenue
                           Vancouver, British Columbia
                                     Canada


January 9, 2004

Mr. Kim Drossulis
1632 Sprucemont Street
Sparks, Nevada 89434

Dear Sir:


Re:      SP Project, Storey County - Mineral Claims Lease

We hereby confirm our agreement to amend our Lease Agreement dated effective May
15, 2001, as amended,  by replacing  paragraph G of the original  agreement with
the following:

"G.  Schedule  of Minimum  Payments.  The Lessee shall pay to the Lessor minimum
 -----------------------------------
payments,  which  shall  be advance  payments of the Royalty, of  US$2,000  upon
execution of this lease.  The Lessee may extend this lease upon payment  of  the
following:

1.       Pay Lessor an additional US$5,000 by July 9, 2004;

2.       Pay Lessor an additional US$10,000 by January 9, 2005; and

3.       Each annual  payment  thereafter  shall be  US$50,000  plus an
         annual  increase  or  decrease  equivalent  to the  rate  of  inflation
         designated by the  Consumer's  Price Index for that year with execution
         year as base year. Each such payment shall be made by January 9 of each
         successive year of the lease."

If the foregoing  accurately  sets forth your  understanding  of our  agreement,
kindly sign this Agreement where indicated below, which will then form a binding
agreement between us, subject only to the terms and conditions aforesaid.

Yours truly,

TARI INC.

PER:    /s/ Theodore Tsagkaris                      Agreed and accepted on
        ----------------------                      January 27, 2004
           THEODORE TSAGKARIS
           C.E.O.                                    /s/ Kim Drossulis
                                                     -----------------------
                                                     Kim Drossulis

                                      25
<PAGE>

                                  Exhibit 31.1

                                  CERTIFICATION


I, Theodore Tsagkaris, President and Chief Executive Officer of Tari Inc.,
certify that:

1.       I have reviewed this annual report on Form 10-KSB of Tari Inc.;

2.               Based on my knowledge,  this annual report does not contain any
         untrue  statement  of  material  fact or omit to state a material  fact
         necessary to make the  statements  made, in light of the  circumstances
         under which such  statements  were made, not misleading with respect to
         the period covered by this annual report;

3.               Based on my  knowledge,  the  financial  statements,  and other
         financial information included in this annual report, fairly present in
         all material  respects the financial  condition,  results of operations
         and cash flows of the registrant as of, and for, the periods  presented
         in this annual report;

4.               I am responsible for  establishing  and maintaining  disclosure
         controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
         15d-15(e)) and internal control over financial reporting (as defined in
         Exchange Act Rules  13a-15(f)  and  15d-15(f))  for the small  business
         issuer and I have:

                  a)       designed such  disclosure  controls and procedures to
                  ensure  that  material   information  relating  to  the  small
                  business issuer, including its consolidated  subsidiaries,  is
                  made known to us by others within those entities, particularly
                  during  the  period in which  this  quarterly  report is being
                  prepared;

                  b)        designed  such  internal   control  over   financial
                  reporting, or caused such disclosure control and procedures to
                  be  designed  under our  supervision,  to  provide  reasonable
                  assurance regarding the reliability of financial reporting and
                  the preparation of financial  statements for external purposes
                  in accordance with generally accepted accounting principles;

                  c)       evaluated  the  effectiveness  of the small  business
                  issuer's  disclosure  controls and procedures and presented in
                  this report our  conclusions  about the  effectiveness  of the
                  disclosure  controls  and  procedures,  as of  the  end of the
                  period  covered  by  this  quarterly   report  based  on  such
                  evaluation; and

                  d)       disclosed  in this  annual  report  any change in the
                  small  business   issuer's  internal  control  over  financial
                  reporting  that occurred  during the small  business  issuer's
                  most recent fiscal year that has  materially  affected,  or is
                  reasonably  likely to materially  affect,  the small  business
                  issuer's internal control over financial reporting; and

                                     26
<PAGE>

5.                I have  disclosed,  based  on my  most  recent  evaluation  of
         internal  controls  over  financial  reporting,  to the small  business
         issuer's  auditors  and  the  audit  committee  of the  small  business
         issuer's  board of  directors  (or persons  performing  the  equivalent
         functions):

                  a)      all significant  deficiencies and material  weaknesses
                  in the design or operation of internal  control over financial
                  reporting which are reasonably  likely to adversely affect the
                  small business issuer's ability to record, process,  summarize
                  and reporting financial information; and

                  b)       any fraud,  whether or not  material,  that  involves
                  management or other  employees who have a significant  role in
                  the small business  issuer's  internal  control over financial
                  reporting.


Date: March 27, 2004

                                                  /s/ Theodore Tsagkaris
                                                  ---------------------------
                                                  Theodore Tsagkaris
                                                  President, C.E.O. and Director
                                                  (Principal Executive Officer)


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<PAGE>

                                  Exhibit 31.2

                                  CERTIFICATION



I, Theodore Tsagkaris, Secretary, Treasurer and Chief Financial Officer of Tari
Inc., certify that:

1.       I have reviewed this annual report on Form 10-KSB of Tari Inc.;

2.               Based on my knowledge,  this annual report does not contain any
         untrue  statement  of  material  fact or omit to state a material  fact
         necessary to make the  statements  made, in light of the  circumstances
         under which such  statements  were made, not misleading with respect to
         the period covered by this annual report;

3.               Based on my  knowledge,  the  financial  statements,  and other
         financial information included in this annual report, fairly present in
         all material  respects the financial  condition,  results of operations
         and cash flows of the registrant as of, and for, the periods  presented
         in this annual report;

4.               I am responsible for  establishing  and maintaining  disclosure
         controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
         15d-15(e)) and internal control over financial reporting (as defined in
         Exchange Act Rules  13a-15(f)  and  15d-15(f))  for the small  business
         issuer and I have:

                  a)       designed such  disclosure  controls and procedures to
                  ensure  that  material   information  relating  to  the  small
                  business issuer, including its consolidated  subsidiaries,  is
                  made known to us by others within those entities, particularly
                  during  the  period  in  which  this  annual  report  is being
                  prepared;

                  b)        designed  such  internal   control  over   financial
                  reporting, or caused such disclosure control and procedures to
                  be  designed  under our  supervision,  to  provide  reasonable
                  assurance regarding the reliability of financial reporting and
                  the preparation of financial  statements for external purposes
                  in accordance with generally accepted accounting principles;

                  c)       evaluated  the  effectiveness  of the small  business
                  issuer's  disclosure  controls and procedures and presented in
                  this report our  conclusions  about the  effectiveness  of the
                  disclosure  controls  and  procedures,  as of  the  end of the
                  period covered by this annual report based on such evaluation;
                  and

                  d)       disclosed  in this  annual  report  any change in the
                  small  business   issuer's  internal  control  over  financial
                  reporting  that occurred  during the small  business  issuer's
                  most recent fiscal year that has  materially  affected,  or is
                  reasonably  likely to materially  affect,  the small  business
                  issuer's internal control over financial reporting; and

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<PAGE>

5.                I have  disclosed,  based  on my  most  recent  evaluation  of
         internal  controls  over  financial  reporting,  to the small  business
         issuer's  auditors  and  the  audit  committee  of the  small  business
         issuer's  board of  directors  (or persons  performing  the  equivalent
         functions):

                  a)      all significant  deficiencies and material  weaknesses
                  in the design or operation of internal  control over financial
                  reporting which are reasonably  likely to adversely affect the
                  small business issuer's ability to record, process,  summarize
                  and reporting financial information; and

                  b)       any fraud,  whether or not  material,  that  involves
                  management or other  employees who have a significant  role in
                  the small business  issuer's  internal  control over financial
                  reporting.



Date: March 27, 2004                       /s/   Theodore Tsagkaris
                                             -------------------------------
                                                 Theodore Tsagkaris
                                                 Secretary, Treasurer & C.F.O.
                                                (Principal Financial Officer and
                                                 Principal Accounting Officer)






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<PAGE>




                                  Exhibit 32.1
                            CERTIFICATION PURSUANT TO

                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002




I, Theodore Tsagkaris,  certify,  pursuant to 18 U.S.C. Section 1350, as adopted
pursuant  to  Section  906 of the  Sarbanes-Oxley  Act of 2002,  that the Annual
Report on Form  10-KSB of Tari Inc.,  for the fiscal  year ended  March 31, 2003
fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that the information  contained in the Annual Report on
Form 10-KSB fairly presents in all material respects the financial condition and
results of operations of Tari Inc.

Date:  March 27, 2004

                                                /s/ Theodore Tsagkaris
                                                --------------------------------
                                                Theodore Tsagkaris
                                                President, C.E.O. and Director
                                                (Principal Executive Officer)


                                      30
<PAGE>

                                  Exhibit 32.2

                            CERTIFICATION PURSUANT TO

                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002




I, Theodore Tsagkaris.,  certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant  to  Section  906 of the  Sarbanes-Oxley  Act of 2002,  that the Annual
Report on Form  10-KSB of Tari Inc.,  for the fiscal  year ended  March 31, 2003
fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that the information  contained in the Annual Report on
Form 10-KSB fairly presents in all material respects the financial condition and
results of operations of Tari Inc.

Date:  March 27, 2004

                                                 /s/  Theodore Tsagkaris
                                                 ------------------------------
                                                 Theodore Tsagkaris
                                                 Secretary, Treasurer & C.F.O.
                                                (Principal Financial Officer and
                                                 Principal Accounting Officer)



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