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                       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, 2005
                                              --------------

     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

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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 June 30, 2005
                           ---------------------------

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 as at June 30, 2005
                          -----------------------------

                                       2

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

ITEM 1:  DESCRIPTION OF BUSINESS..............................................4
ITEM 2:  DESCRIPTION OF PROPERTY.............................................10
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...........11
ITEM 7:  FINANCIAL STATEMENTS................................................11
ITEM 8:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                AND FINANCIAL DISCLOSURES....................................23
ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS........24
ITEM 10:  EXECUTIVE COMPENSATION.............................................24
ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.....25
ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................25
ITEM 13:  EXHIBITS AND REPORTS...............................................25
ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES.............................26



                                       3

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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 and amended  April 2002,  November
2002,  April 2003,  January 9, 2004, and April 11, 2005, the Company was granted
the  exclusive  right to explore  and mine the SF 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 by May 15, 2002 (paid)
       - $1,500 by November 30, 2002 (paid)
       - $1,500 by April 15, 2003 (paid)
       - $2,000 by January 9, 2004 (paid)
       - $5,000 by July 9, 2004 (paid)
       - $5,000 on April 12, 2005 (paid  subsequent  to March 31,  2005); and
       - $50,000 on January 9 of each successive year, subject to adjustment for
         inflation

In addition, the Company is required to fund exploration  expenditures of $5,000
by April 12, 2005 (paid subsequent to March 31, 2005).

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.

                                       4

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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.

Description of the SF Project

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

Location and Access

The SF 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 SF 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.

                                       5

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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  $5,000.00.  The
water permit and fee is included in the  reclamation  cost which is estimated to
be $1,000.00.

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:

                                       6

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

Our sole mineral property interest is the SF 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, 2005, we had cash in the amount
of $2,458. We currently do not have any operations and we have no income.

Our business plan for the next twelve months calls for  significant  expenses in
connection  with the  exploration of the SF 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  $50,000 by January 9, 2006 in order to keep
our lease agreement respecting the SF project in good standing.  In addition, we
anticipate  incurring $11,000 in professional fees and $14,000 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 SF
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 SF
Project, then there is a substantial risk that our business will fail.

                                       7

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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.

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, 2005,  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 fulfil 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.

                                       8

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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.
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.

                                       9

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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.

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:

                                       10

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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 SF project in
which we hold a leasehold interest. We anticipate that this program will cost us
$89,000.

The advance  royalty  payment of $10,000 due by January 9, 2005 was not paid. On
April 11, 2005, the SF Property lease  agreement  dated May 15, 2001 was further
amended with respect to the Schedule of Minimum  Payments.  With the  amendment,
the  Company,  instead  of paying the  advance  royalty of $10,000 by January 9,
2005, shall pay $5,000 by April 12, 2005, and fund  exploration  expenditures on
the SF Property of $5,000 by April 12, 2005.  Both  payments  were made on April
12, 2005.  In order to keep the lease in good  standing,  we must pay the lessor
$50,000 by January 9 every year thereafter.

In addition,  we anticipate spending $11,000 on professional fees and $14,000 on
administrative expenses.

Total  expenditures  over  the  next 12  months  are  therefore  expected  to be
$129,000.  Our cash on hand at March 31, 2005 was $2,458.  Accordingly,  we will
need to raise additional funds in order to complete the recommended  exploration
program  on the SF  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, 2005

We incurred a net loss of $24,235 for the year-ended March 31, 2005, as compared
to a loss of $17,858 in the same  period in 2004.  The  increase in net loss was
primarily due to the increase in management  fees of $4,500 and office  expenses
of $3,600. As per management agreement dated July 1, 2004, the president started
to charge the Company $500 per month for management  fees ($4,500 per the period
July 2004 - March  2005).  The Company  also started to incur $400 per month for
office rent,  telephone  expenses,  and general  miscellaneous  office  expenses
($3,600 per the period July 2004 -March  2005)  related to use of the  Vancouver
office.  In the previous  periods,  the president did not charge the Company for
such expenses. During fiscal year ended March 31, 2005, we incurred accounting &
audit  fees of $6,997  (2004:  $8,532),  legal  fees of $1,000  (2004:  $2,308),
mineral lease costs of $5,271 (2004: $3,721),  transfer agent and filing fees of
$2,651  (2004:  $  3,101).  At  year-end,  we had  cash on hand of  $2,458.  Our
liabilities at the same date totalled  $17,400 and consisted of accounts payable
and accrued liabilities of $15,245 and $2,155 due to our president for advances.

ITEM 7:  FINANCIAL STATEMENTS

                                       11

<page>

                                    TARI INC.

                        (A Pre-exploration Stage Company)

                         REPORT AND FINANCIAL STATEMENTS

                             March 31, 2005 and 2004

                             (Stated in US Dollars)




                                       12

<page>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders,
Tari Inc.

We have audited the accompanying  balance sheets of Tari Inc. (A Pre-exploration
Stage  Company)  as of March 31,  2005 and 2004 and the  related  statements  of
operations, stockholders' equity (deficiency) and cash flows for the years ended
March 31,  2005 and 2004 and for the period May 2, 2001 (Date of  Incorporation)
to March 31, 2005.  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 the standards of the Public  Company
Accounting  Oversight Board (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, 2005
and 2004 and the  results  of its  operations  and its cash  flows for the years
ended  March  31,  2005  and  2004  and for the  period  May 2,  2001  (Date  of
Incorporation)  to March 31, 2005,  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, 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                                              "AMISANO HANSON"
June 6, 2005                                              Chartered Accountants



                                       13

<page>



                                    TARI INC.
                        (A Pre-exploration Stage Company)
                                 BALANCE SHEETS
                             March 31, 2005 and 2004
                             (Stated in US Dollars)
                              ---------------------
<table>
<caption>
                                                     ASSETS                          2005                2004
                                                     ------                          ----                ----

                                                                             <c>                 <c>
Current
    Cash                                                                      $           2,458   $          17,698
                                                                              =================   =================

                                                   LIABILITIES
                                                   -----------
Current
    Accounts payable and accrued liabilities - Note 3                         $          15,245   $           6,250
    Due to related party - Note 3                                                         2,155               2,155
                                                                              -----------------   -----------------

                                                                                         17,400               8,405
                                                                              -----------------   -----------------


                                         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  (2004:  3,890,000) shares issued                                     3,890               3,890
Additional paid-in capital                                                               90,610              90,610
Deficit accumulated during the pre-exploration stage                                   (109,442)            (85,207)
                                                                              -----------------   -----------------

                                                                                        (14,942)              9,293
                                                                              -----------------   -----------------

                                                                              $           2,458   $          17,698
                                                                              =================   =================

Nature and Continuance of Operations - Note 1
Commitments - Note 4
Subsequent Event - Note 4
</table>





                             SEE ACCOMPANYING NOTES

                                       14

<page>

                                   TARI INC.
                       (A Pre-exploration Stage Company)
                            STATEMENTS OF OPERATIONS
                  for the years ended March 31, 2005 and 2004,
    and for the period May 2, 2001 (Date of Incorporation) to March 31, 2005
                             (Stated in US Dollars)
                             ----------------------
<table>
<caption>
                                                                                                     May 2, 2001
                                                                                                       (Date of
                                                                                                    Incorporation)
                                                                                                          to
                                                                      Years ended March 31,           March 31,
                                                                      2005             2004              2005
                                                                      ----             ----              ----

                                                                <c>             <c>               <c>
Expenses
    Audit and accounting fees                                   $         6,997  $        8,532   $         27,873
    Bank charges                                                            216             196                830
    Consulting fees                                                           -               -             15,500
    Incorporation costs                                                       -               -                900
    Legal fees                                                            1,000           2,308             29,768
    Management fees - Note 3                                              4,500               -              4,500
    Office expenses                                                       3,600               -              3,986
    Mineral lease costs - Note 4                                          5,271           3,721             17,248
    Transfer agent and filing fees                                        2,651           3,101              8,837
                                                                ---------------  --------------   ----------------

Net loss for the period                                         $       (24,235) $      (17,858)  $       (109,442)
                                                                ===============  ==============   ================

Basic loss per share                                            $         (0.01) $        (0.00)
                                                                ===============  ==============

Weighted average number of shares outstanding                         3,890,000       3,890,000
                                                                ===============  ==============
</table>






                             SEE ACCOMPANYING NOTES

                                       15

<page>

                                   TARI INC.
                       (A Pre-exploration Stage Company)
                 STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
      for the period May 2, 2001 (Date of Incorporation) to March 31, 2005
                             (Stated in US Dollars)
                             ----------------------
<table>
<caption>
                                                                                               Deficit
                                                                                             Accumulated
                                                                           Additional        During the
                                               Common Shares                Paid-in        Pre-exploration
                                     -----------------------------------
                                          Number          Par Value         Capital             Stage             Total
                                          ------          ---------         -------             -----             -----

                                     <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
Net loss for the year ended
 March 31, 2004                                     -                -                 -          (17,858)            (17,858)
                                     ---------------- ----------------  ---------------- ----------------    ----------------

Balance, March 31, 2004                     3,890,000            3,890            90,610          (85,207)              9,293
Net loss for the year ended
 March 31, 2005                                     -                -                 -          (24,235)            (24,235)
                                     ---------------- ----------------  ---------------- ----------------    ----------------

Balance, March 31, 2005                     3,890,000 $          3,890  $         90,610 $       (109,442)   $        (14,942)
                                     ================ ================  ================ ================     ===============
</table>





                             SEE ACCOMPANYING NOTES

                                       16

<page>

                                   TARI INC.
                       (A Pre-exploration Stage Company)
                            STATEMENTS OF CASH FLOWS
                  for the years ended March 31, 2005 and 2004,
    and for the period May 2, 2001 (Date of Incorporation) to March 31, 2005
                             (Stated in US Dollars)
                             ----------------------
<table>
<caption>
                                                                                                      May 2, 2001
                                                                                                       (Date of
                                                                                                    Incorporation)
                                                                                                          to
                                                                      Years ended March 31,            March 31,
                                                                     2005              2004              2005
                                                                     ----              ----              ----

                                                              <c>               <c>               <c>
Cash Flows used in Operating Activities
    Net loss for the period                                    $       (24,235)  $       (17,858)  $      (109,442)
    Change in non-cash working capital items related to
   operations:
      Accounts payable and accrued liabilities                           8,995             4,783            15,245
                                                               ---------------   ---------------   ---------------

                                                                       (15,240)          (13,075)          (94,197)
                                                               ---------------   ---------------   ---------------

Cash Flows provided by Financing Activities
    Proceeds from shares issued                                              -                 -            94,500
    Due to related party                                                     -                 -             2,155
                                                               ---------------   ---------------   ---------------

                                                                             -                 -            96,655
                                                               ---------------   ---------------   ---------------

Increase (decrease) in cash during the period                          (15,240)          (13,075)            2,458

Cash, beginning of the period                                           17,698            30,773                 -
                                                               ---------------   ---------------   ---------------

Cash, end of the period                                        $         2,458   $        17,698   $         2,458
                                                               ===============   ===============   ===============

Supplemental disclosure of cash flow information: Cash paid for:
      Interest                                                 $             -   $             -   $             -
                                                               ===============   ===============   ===============

      Income taxes                                             $             -   $             -   $             -
                                                               ===============   ===============   ===============
</table>



                             SEE ACCOMPANYING NOTES

                                       17

<page>

                                    TARI INC.
                        (A Pre-exploration Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                             March 31, 2005 and 2004
                             (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 from the sale thereof.

              The  financial  statements  have  been  prepared  using  generally
              accepted  accounting  principles  in the United  States of America
              applicable for a going concern which assumes that the Company will
              realize its assets and discharge its  liabilities  in the ordinary
              course of business.  At March 31, 2005,  the Company has a working
              capital  deficiency  of  $14,942,  has no  established  source  of
              revenue and has accumulated a deficit of $109,442 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 outcome of these matters cannot
              be predicted with any certainty at this time and raise substantial
              doubt  that  the  Company  will  be able  to  continue  as a going
              concern. These financial statements do not include any adjustments
              to the amounts and  classification  of assets and liabilities that
              may be  necessary  should the  Company be unable to  continue as a
              going concern.  The Company  anticipates  that additional  funding
              will be in the form of  equity  financing  from the sale of common
              shares.  The Company may also seek to obtain short-term loans from
              the directors of the company. There are no current arrangements in
              place for equity funding or short-term loans.

              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  the  framework  of  the  significant
              accounting policies summarized below:

                                       18

<page>

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

              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.

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

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

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

              The Company  reports basic loss per share in  accordance  with the
              SFAS 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 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.

                                       19
<page>

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

              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        Related Party Transactions
              --------------------------

              The  Company  was  charged  the  following  by a  director  of the
              Company:
<table>
<caption>
                                                                                                   May 2, 2001
                                                                                                    (Date of
                                                                                                 Incorporation)
                                                                                                       to
                                                                    Years ended March 31,           March 31,
                                                                    2005            2004              2005
                                                                    ----            ----              ----
              
                                                 <c>             <c>            <c>
              Management fees                                   $       4,500  $           -   $           4,500
                                                                =============  =============   =================
</table>
              These  charges were  measured by the exchange  amount which is the
              amount agreed upon by the transacting parties.

              Included  in accounts  payable at March 31, 2005 is $4,500  (2004:
              $Nil) of unpaid management fees due to a director of the Company.

              The amount  due to  related  party,  a  director  of the  Company,
              consists of unpaid advances of $2,155 (2004:  $2,155).  The amount
              due is unsecured,  non-interest  bearing and has no specific terms
              for repayment.

                                       20

<page>

Note 4        Commitments

              Mining Lease

              By a lease  agreement  effective  May 15, 2001 and  amended  April
              2002,  November  2002,  April 2003,  January 9, 2004 and April 11,
              2005,  the Company was granted the exclusive  right to explore and
              mine the SF  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 as follows:

              -   $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 (paid);

              -   $2,000 on January 9, 2004 (paid);

              -   $5,000 on or before July 9, 2004 (paid);

              -   $5,000 on April 12, 2005 (paid subsequent to March 31, 2005);
                  and

              -   $50,000  each January 9 thereafter  until  termination  of the
                  lease,  adjusted  based on inflation  rates  designated by the
                  Consumer Price Index.

              In  addition,   the  Company  is  required  to  fund   exploration
              expenditures of $5,000 by April 12, 2005 (paid subsequent to March
              31, 2005).

              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.

                                       21

<page>

Note 4        Commitments - (cont'd)
              -----------

              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.

Note 5        Deferred Tax Assets
              -------------------

              The following table summarizes the significant components of the
              company's deferred tax assets:0
<table>
<caption>
                                                                                        2005            2004
                                                                                        ----            ----
             
                                                                    <c>               <c>
             Deferred Tax Assets
                 Non-capital loss carryforward                                     $       25,932   $      17,220
             Valuation allowance for deferred tax asset                                   (25,932)        (17,220)
                                                                                   ---------------  -------------

                                                                                   $            -   $           -
                                                                                   ==============   =============
</table>
              The amount  taken into income as deferred  tax assets must reflect
              that  portion  of  the  income  tax  loss  carryforwards  that  is
              more-likely-than-not  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, 2005, the Company has accumulated  non-capital losses
              totalling  $109,442,  which are available to reduce taxable income
              in future  taxation years.  These losses will expire  beginning in
              2022.






                                       22

<page>

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

None.

ITEM 8A:  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls

We evaluated the  effectiveness of our disclosure  controls and procedures as of
the end of the  2003  fiscal  year.  This  evaluation  was  conducted  with  the
participation  of our  chief  executive  officer  and our  principal  accounting
officer.

Disclosure  controls  are  controls  and other  procedures  that are designed to
ensure that  information that we are required to disclose in the reports we file
pursuant  to  the  Securities  Exchange  Act of  1934  is  recorded,  processed,
summarized and reported.

Limitations on the Effective of Controls

Our  management  does not expect that our  disclosure  controls or our  internal
controls over  financial  reporting  will prevent all error and fraud. A control
system, no matter how well conceived and operated,  can provide only reasonable,
but no absolute,  assurance  that the  objectives  of a control  system are met.
Further, any control system reflects limitations on resources,  and the benefits
of a control system must be considered  relative to its costs. These limitations
also include the realities that judgments in  decision-making  can be faulty and
that  breakdowns  can occur  because of simple  error or mistake.  Additionally,
controls  can be  circumvented  by the  individual  acts  of  some  persons,  by
collusion of two or more people or by management override of a control. A design
of a control  system is also  based upon  certain  assumptions  about  potential
future conditions;  over time, controls may become inadequate because of changes
in conditions,  or the degree of compliance  with the policies or procedures may
deteriorate.  Because of the inherent  limitations in a  cost-effective  control
system, misstatements due to error or fraud may occur and may not be detected.

Conclusions

Based upon their  evaluation of our controls,  the chief  executive  officer and
principal  accounting  officer have concluded  that,  subject to the limitations
noted  above,  the  disclosure  controls  are  effective  providing   reasonable
assurance that material  information  relating to us is made known to management
on a timely basis during the period when our reports are being  prepared.  There
were no  changes in our  internal  controls  that  occurred  during the  quarter
covered by this report that have materially  affected,  or are reasonably likely
to materially affect our internal controls.



                                       23

<page>

PART III

ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
<table>
<caption>
Name                          Age     Position with Registrant                                Served  as a  Director
                                                                                              or Officer since

                           <c>     <c>                                                      <c>
Theodore Tsagkaris             57     President,  Secretary,  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.

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, 2005.
<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
--------       -----      ----     ------   -----  ------------       -------          --------   -----------   ------------

            <c>        <c>       <c>      <c>    <c>               <c>              <c>         <c>          <c>
Theodore       President/  2004     $0       0      0                  0                0          0                0
Tsagkaris      Secretary/  2005     $0       0      $4,500             0                0          0                0
               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  year ended  March 31, 2005 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

                                   <c>                   <c>                         <c>
Theodore Tsagkaris                      Nil                      Nil                         One

(President, Secretary, Treasurer,
and Director
</table>


                                       24

<page>

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 31, 2005 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
------------------------- -------------------------------- ---------------------------- ---------------------------

                       <c>                               <c>                            <c>
Common                    Theodore Tsagkaris                        2,500,000                     64.3%
------------------------- -------------------------------- ---------------------------- ---------------------------
</table>

ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the fiscal year ended March 31,  2005,  we paid $4,500 to our  president,
Theodore Tsagkaris for management services.

Otherwise  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.

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**
 10.5        Lease amendment dated April 11, 2005
 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.
** previously filed as an exhibit to our annual report for the fiscal year ended
   March 31, 2003 on Form 10-KSB.

                                       25

<page>

There were no reports filed on Form 8-K during the year-ended March 31, 2005.

ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our principal accountants,  Amisano Hanson,  Chartered  Accountants,  billed the
following fees for the services indicated:

                                                  Fiscal year ended
                                      March 31, 2005             March 31, 2004

Audit fees                              $ 2,977                     $ 2,500
Audit-related fees
Tax fees
All other                               $ 1,902                     $ 5,261
fees

Audit  fees  consist  of fees  related  to  professional  services  rendered  in
connection with the audit of our annual  financial  statements and the review of
the  financial  statements  included  in each of our  quarterly  reports on Form
10-QSB.

Our audit  committee's  policy  is to  pre-approve  all  audit  and  permissible
non-audit services performed by the independent accountants.  These services may
include audit services, audit-related services, tax services and other services.
Under our audit  committee's  policy,  pre-approval  is  generally  provided for
particular  services or  categories  of services,  including  planned  services,
project  based  services  and  routine  consultations.  In  addition,  the audit
committee may also pre-approve  particular services on a case-by-case basis. Our
audit committee approved all services that our independent  accountants provided
to us in the past two fiscal years.

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: June 30, 2005


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