U.S. SECURITIES AND EXCHANGE COMMISSION


                         Washington, D.C. 20549


                               Form 10-KSB


(Mark One)

X Annual report under section 13 or 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended June 30, 2002.


___Transition report under section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition period from ____ to ____.


                                   TABATHA II, INC.

                        (Name of small business in its charter)


                          Colorado                          0-31751
(State or other jurisdiction of incorporation)    (Commission File Number)

                                 84-1536518
                  (IRS Employer Identification Number)


           1926 S. Oswego Way
            Aurora, Colorado                                       80014
(Address of principal executive offices)                         (Zip Code)


Issuer's telephone number: (303) 752-4637


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


                                  Title of each class

                                           N/A




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

Common Stock, no par value

(Title of Class)

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 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. ___


State issuer's revenue for its most recent fiscal year: $38


State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the
average bid and asked priced of such stock, as of a specified date within
the past 60 days (See definition of affiliate in Rule 12b-2): -0-


Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate
market value of the common equity held by non-affiliates on the basis of
reasonable assumptions, if the assumptions are stated.


(Issuers involved in bankruptcy proceedings during the past five years):


Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes ____ No ____


(Applicable only to corporate registrants) State the number of shares
outstanding of each of the issuer's classes of common equity, as of the
latest practicable date: 9,962,500 as of August 22, 2002.


(Documents incorporated by reference. If the following documents are
incorporated by reference, briefly describe them and identify the part of
the Form 10-KSB (e.g. Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b)
or (c) of the Securities Act of 1933 ("Securities Act"). The listed
documents should be clearly described for identification purposes.


PART I


ITEM 1. DESCRIPTION OF BUSINESS.

General

The Company was incorporated under the laws of the State of Colorado on March
17, 2000, and is in the early developmental and promotional stages. To date,
the Company's only activities have been organizational ones, directed at
developing its business plan and raising its initial capital. The Company
has not commenced any commercial operations. The Company has no full-time
employees and owns no real estate.

To date, the Company's only activities have been organizational ones,
directed at developing its business plan and raising its initial capital.
The Company has not commenced any commercial operations. The Company has
no full-time employees and owns no real estate.

As of the end of its fiscal year June 30, 2002, the Company had not
identified any business opportunity that it planned to pursue, nor had
the Company reached any agreement or definitive understanding with any
person concerning an acquisition.

No assurance can be given that the Company will be successful in finding
or acquiring a desirable business opportunity, given the limited funds
that are expected to be available for acquisitions, or that any acquisition
that occurs will be on terms that are favorable to the Company or its
stockholders.

The Company's search has been directed toward enterprises which have a desire
to be become a public corporation and which have a business plan designed to
allow them to take advantage of opportunities available to public entities.
This includes entities which have been recently organized, with no operating
history, or a history of losses attributable to under-capitalization or other
factors, entities in need of funds to develop a new product or service or to
expand into a new market, entities which desire to use their securities to
make acquisitions, and entities which have a combination of these
characteristics.




In searching for investment opportunities, the Company is not restricted
to any particular geographical area or industry. Therefore, subject to
economic conditions, limitations on its ability to locate available business
opportunities, and other factors, the Company has substantial discretion in
selecting an appropriate business opportunity.

In connection with any acquisition, it is highly likely that an amount of
stock constituting control of the Company would be issued by the Company or
purchased from the Company's current principal shareholders by the target
entity or its controlling shareholders.

Other Entities

The officers, directors and principal shareholders of the Company are
also the officers, directors and principal shareholders of four other
corporations which were formed at the same time as the Company. Each of
these other corporations has the same business plan as the Company.

Investigation and Selection of Business Opportunities
To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality of
the other company's management and personnel, the anticipated
acceptability of new products or marketing concepts, the merit of
technological changes, and numerous other factors which are difficult,
if not impossible, to analyze through the application of any objective
criteria. In many instances, it is anticipated that the historical
operations of a specific firm may not necessarily be indicative of the
potential for the future because of the possible need to shift marketing
approaches substantially, expand significantly, change product emphasis,
change or substantially augment management, or make other changes.

Because the Company may participate in a business opportunity with a
newly organized firm or with a firm which is entering a new phase of
growth, it should be emphasized that the Company will incur further
risks, because management in many instances will not have proved its
abilities or effectiveness, the eventual market for such company's
products or services will likely not be established, and such company
may not be profitable when acquired.

It is anticipated that the Company will not be able to diversify, but
will essentially be limited to one such venture because of the Company's
limited financing. This lack of diversification will not permit the Company
to offset potential losses from one business opportunity against profits
from another, and should be considered an adverse factor affecting any
decision to purchase the Company's securities.

It is emphasized that management of the Company may effect transactions
having a potentially adverse impact upon the Company's shareholders
pursuant to the authority and discretion of the Company's management
to complete acquisitions without submitting any proposal to the
stockholders for their consideration. Company management does not
generally anticipate that it will provide holders of the Company's
securities with financial statements, or any other documentation,
concerning a target company or its business prior to any merger or
acquisition. In some instances, however, the proposed participation
in a business opportunity may be submitted to the stockholders for
their consideration, either voluntarily by Company management which
elects to seek the stockholders' advice and consent, or because state
law so requires.

The analysis of business opportunities will be undertaken by or under the
supervision of the Company's executive officers and directors. Although
there are no current plans to do so, Company management might hire an
outside consultant to assist in the investigation and selection of business
opportunities, and in that event, might pay a finder's fee. Since Company
management has no current plans to use any outside consultants or advisors
to assist in the investigation and selection of business opportunities, no
policies have been adopted regarding use of such consultants or advisors,
the criteria to be used in selecting such consultants or advisors, the
services to be provided, the term of service, or regarding the total
amount of fees that may be paid. However, because of the limited resources
of the Company, it is likely that any such fee the Company agrees to pay
would be paid in stock and not in cash. Otherwise, the Company anticipates
that it will consider, among other things, the following factors:

(1) Potential for growth and profitability, indicated by new technology,
    anticipated market expansion, or new products;

(2) Strength and diversity of existing management, or management
    prospects that are scheduled for recruitment;

(3) Capital requirements and anticipated availability of required funds,
    to be provided from operations, through the sale of additional
    securities, through joint ventures or similar arrangements, or from
    other sources;

(4) The Company's perception of how any particular business opportunity
    will be received by the investment community and by the Company's
    stockholders;

(5) The availability of audited financial statements for the business
    opportunity; and

(6) Whether, following the business combination, the financial condition
    of the business opportunity would be, or would have a significant
    prospect in the foreseeable future of becoming sufficient to enable
    the securities of the Company to qualify for listing on an
    exchange or on a national automated securities quotation system,
    such as NASDAQ.

No one of the factors described above will be controlling in the
selection of a business opportunity, and management will attempt to
analyze all factors appropriate to the opportunity and make a
determination based upon reasonable investigative measures and
available data. Potential investors must recognize that, because
of the Company's limited capital available for investigation and
management's limited experience in business analysis, the Company
may not discover or adequately evaluate adverse facts about the
opportunity to be acquired.

The Company is unable to predict when it may participate in a business
opportunity and it has not established any deadline for completion of a
transaction. It expects, however, that the process of seeking candidates,
analysis of specific proposals and the selection of a business opportunity
may require several additional months or more.

Company management believes that various types of potential merger or
acquisition candidates might find a business combination with the Company
to be attractive. These include acquisition candidates desiring to create
a public market for their shares in order to enhance liquidity for current
shareholders, acquisition candidates which have long-term plans for raising
equity capital through the public sale of securities and believe that the
possible prior existence of a public market for their securities would be
beneficial, and acquisition candidates which plan to acquire additional
assets through issuance of securities rather than for cash, and believe
that the possibility of development of a public market for their securities
will be of assistance in that process. Acquisition candidates which have a
need for an immediate cash infusion are not likely to find a potential
business combination with the Company to be an attractive alternative.

Form of Acquisition

It is impossible to predict the manner in which the Company may participate
in a business opportunity. Specific business opportunities will be reviewed
as well as the respective needs and desires of the Company and the promoters
of the opportunity and, upon the basis of that review and the relative
negotiating strength of the Company and such promoters, the legal structure
or method deemed by management to be suitable will be selected. Such
structure may include, but is not limited to leases, purchase and sale
agreements, licenses, joint ventures and other contractual arrangements.
The Company may act directly or indirectly through an interest in a
partnership, corporation or other form of organization. Implementing such
structure may require the merger, consolidation or reorganization of the
Company with other corporations or forms of business organization. In
addition, the present management and stockholders of the Company most
likely will not have control of a majority of the voting shares of the
Company following a reorganization transaction. As part of such a
transaction, the Company's directors may resign and new directors may
be appointed without any vote by stockholders.

It is likely that the Company will acquire its participation in a business
opportunity through the issuance of Common Stock or other securities of
the Company. Although the terms of any such transaction cannot be
predicted, it should be noted that in certain circumstances the criteria
for determining whether or not an acquisition is a so-called "tax free"
reorganization under the Internal Revenue Code of 1986, depends upon the
issuance to the stockholders of the acquired company of up to 80% of the
common stock of the combined entities immediately following the
reorganization. If a transaction were structured to take advantage of
these provisions rather than other "tax free" provisions provided under
the Internal Revenue Code, the Company's stockholders in such circumstances
would retain in the aggregate 20% or less of the total issued and outstanding
shares. This could result in substantial additional dilution in the equity
of those who were stockholders of the Company prior to such reorganization.
Any such issuance of additional shares might also be done simultaneously
with a sale or transfer of shares representing a controlling interest in
the Company by the current officers, directors and principal shareholders.
(See "Description of Business - General").

It is anticipated that any securities issued in any reorganization would
be issued in reliance upon exemptions, if any are available, from
registration under applicable federal and state securities laws. In some
circumstances, however, as a negotiated element of the transaction, the
Company may agree to register such securities either at the time the
transaction is consummated, or under certain conditions at specified
times thereafter. The issuance of substantial additional securities
and their potential sale into any trading market that might develop in
the Company's securities may have a depressive effect upon such market.

The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms of
such agreement cannot be predicted, generally such an agreement would
require specific representations and warranties by all of the parties
thereto, specify certain events of default, detail the terms of closing
and the conditions which must be satisfied by each of the parties thereto
prior to such closing, outline the manner of bearing costs if the
transaction is not closed, set forth remedies upon default, and include
miscellaneous other terms.

Competition

The Company expects to encounter substantial competition in its efforts
to locate attractive opportunities, primarily from business development
companies, venture capital partnerships and corporations, venture capital
affiliates of large industrial and financial companies, small investment
companies, and wealthy individuals. Many of these entities will have
significantly greater experience, resources and managerial capabilities
than the Company and will therefore be in a better position than the
Company to obtain access to attractive business opportunities. The
Company also will experience competition from other public "blind pool"
companies, many of which may have more funds available than does the
Company.

Administrative Offices

The Company currently maintains a mailing address at 1926 S. Oswego Way,
Aurora, Colorado 80014, which is the office address of its Secretary.
The Company's telephone number there is (303) 752-4637.

Other than this mailing address, the Company does not currently maintain
any other office facilities, and does not anticipate the need for
maintaining office facilities at any time in the foreseeable future.
The Company pays no rent or other fees for the use of this mailing
address.

Employees

The Company is a development stage company and currently has no
employees. Management of the Company expects to use consultants,
attorneys and accountants as necessary, and does not anticipate a
need to engage any full-time employees so long as it is seeking and
evaluating business opportunities. The need for employees and their
availability will be addressed in connection with the decision whether
or not to acquire or participate in specific business opportunities.
No remuneration will be paid to the Company's officers except as set
forth under "Executive Compensation" and under "Certain Relationships
and Related Transactions."

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Except for
historical matters, the matters discussed in this Form 10-KSB are
forward-looking statements based on current expectations, and involve
risks and uncertainties. Forward-looking statements include, but are not
limited to, statements under the following headings:

(i) "Description of Business - General" - the general description of
    the Company's plan to seek a merger or acquisition candidate, and
    the types of business opportunities that may be pursued.

(ii) "Description of Business - Investigation and Selection of Business
     Opportunities" - the steps which may be taken to investigate
     prospective business opportunities, and the factors which may be
     used in selecting a business opportunity.

(iii) "Description of Business - Form of Acquisition" - the manner in
      which the Company may participate in a business acquisition.

The Company wishes to caution the reader that there are many uncertainties
and unknown factors which could affect its ability to carry out its business
plan in the manner described herein.

ITEM 2. DESCRIPTION OF PROPERTY.

The Company currently maintains a mailing address at 1926 S. Oswego Way,
Aurora, Colorado 80014, which is the address of its Secretary. The Company
pays no rent for the use of this mailing address, however, for financial
statement purposes, the Company is accruing $50 per month as additional
paid-in capital for this use. The Company does not believe that it will
need to maintain an office at any time in the foreseeable future in order
to carry out its plan of operations described herein. The Company's
telephone number is (303) 752-4637.

The Company currently has no investments in real estate, real estate
mortgages, or real estate securities, and does not anticipate making any
such investments in the future. However, the policy of the Company with
respect to investment in real estate assets could be changed in the
future without a vote of security holders.

ITEM 3. LEGAL PROCEEDINGS.

The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.

No director, officer or affiliate of the Company, and no owner of record
or beneficial owner of more than 5.0% of the securities of the Company, or
any associate of any such director, officer or security holder is a party
adverse to the Company or has a material interest adverse to the Company
in reference to pending litigation.

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

No matters were submitted to a vote of the security holders of the Company
during the fourth quarter of the fiscal year which ended June 30, 2002.

Part II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

There is not currently a public trading market for the Company's
securities. Such securities are currently held of record by a total
of approximately 35 persons.

No dividends have been declared or paid on the Company's securities,
and it is not anticipated that any dividends will be declared or paid
in the foreseeable future.

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

Liquidity and Capital Resources

As of June 30, 2002, the Company remains in the development stage. For
the fiscal year ended June 30, 2002, the Company's balance sheet reflects
current and total assets of $4,073, in the form of cash and cash
equivalents, and current liabilities of $0.

The Company will carry out its plan of business as discussed above. The
Company cannot predict to what extent its liquidity and capital resources
will be diminished prior to the consummation of a business combination
or whether its capital will be further depleted by the operating losses
(if any) of the business entity which the Company may eventually acquire.

Results of Operations

During the period from March 17, 2000 (inception) through June 30, 2002,
the Company has engaged in no significant operations other than
organizational activities, acquisition of capital and preparation and
filing of its registration statement on Form 10-SB under the Securities
Exchange Act of 1934, as amended, compliance with its periodical reporting
requirements and initial efforts to locate a suitable merger or acquisition
candidate. No revenues were received by the Company during this period.

Plan of Operations

For the fiscal year ending June 30, 2002, the Company expects to continue
its efforts to locate a suitable business acquisition candidate and
thereafter to complete a business acquisition transaction. The Company
anticipates incurring a loss for the fiscal year as a result of expenses
associated with compliance with the reporting requirements of the
Securities Exchange Act of 1934, and expenses associated with locating
and evaluating acquisition candidates. The Company does not expect to
generate revenues until it completes a business acquisition, and,
depending upon the performance of the acquired business, it may also
continue to operate at a loss after completion of a business combination.

Need for Additional Financing

During the fiscal year ending June 30, 2002, the Company plans to
continue with efforts to seek, investigate, and, if warranted,
acquire one or more properties or businesses. The Company also plans
to file all required periodical reports and to maintain its status as
a fully-reporting Company under the Securities Exchange Act of 1934.
In order to proceed with its plans for the next year, it is anticipated
that the Company will require additional capital in order to meet its
cash needs. These include the costs of compliance with the continuing
reporting requirements of the Securities Exchange Act of 1934, as
amended, as well as any costs the Company may incur in seeking
business opportunities.

No specific commitments to provide additional funds have been made by
management or other stockholders, and the Company has no current plans,
proposals, arrangements or understandings with respect to the sale or
issuance of additional securities prior to the location of a merger or
acquisition candidate. Accordingly, there can be no assurance that any
additional funds will be available to the Company to allow it to cover
its expenses. Notwithstanding the foregoing, to the extent that additional
funds are required, the Company anticipates receiving such funds in the
form of advancements from current shareholders without issuance of
additional shares or other securities, or through the private placement
of restricted securities rather than through a public offering.

The Company may also seek to compensate providers of services by issuances
of stock in lieu of cash. For information as to the Company's policy in
regard to payment for consulting services, see "Certain Relationships
and Transactions."

ITEM 7. FINANCIAL STATEMENTS.

See following pages.

Tabatha II, Inc.
(A Development Stage Company)

Report of Independent Public Accountants         F-1

Balance Sheet                                    F-2

Statements of Operations                         F-3

Statement of Stockholders' Equity                F-4

Statements of Cash Flows                         F-5

Notes to Financial Statements                    F-6 to F-7




                        REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


The Board of Directors and Stockholders of
Tabatha II, Inc.


We have audited the accompanying balance sheet of Tabatha II, Inc.
(a development stage company) as of June 30, 2002, and the related
statements of operations, stockholders' equity, and cash flows for
the years ended June 30, 2002 and 2001, and for the period from
inception (March 17, 2000) to June 30, 2002. 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 the audits 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Tabatha II, Inc. as of
June 30, 2002, and the results of its operations and cash flows for the
years ended June 30, 2002 and 2001, and for the period from inception
(March 17, 2000) to June 30, 2002 in conformity with accounting principles
generally accepted in the United States of America.


Comiskey & Company
PROFESSIONAL CORPORATION

Denver, Colorado

August 6, 2002

                                     F-1


                                Tabatha II, Inc.
                         (A Development Stage Company)
                                BALANCE SHEET
                                June 30, 2002



 ASSETS

CURRENT ASSETS
 Cash and cash equivalents                               $      4,073
                                                         ------------

  Total current assets                                          4,073
                                                         ------------

  TOTAL ASSETS                                           $      4,073
                                                         ============


 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES                                      $          -
                                                         ------------

STOCKHOLDERS' EQUITY
 Preferred stock, no par value; 10,000,000
  shares authorized; no shares issued and outstanding               -
 Common stock, no par value; 100,000,000
  shares authorized; 9,962,500 shares issued and
  outstanding at June 30, 2002                                 69,275
 Deficit accumulated during the development
  stage                                                       (65,202)
                                                         ------------

                                                                4,073
                                                         ------------

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $      4,073
                                                         ============


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

                                       F-2


                                 Tabatha II, Inc.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS


<TABLE>
<S>                                <C>          <C>        <C>
                                    For the
                                    Period
                                    March 17,    For the    For the
                                    2000         year       year
                                    (Inception)  ended      ended
                                    to June 30,  June 30,   June 30,
                                        2002        2002      2001
                                    -----------  ---------  ---------
REVENUES
  Interest income                   $       233  $      38  $     165

EXPENSES
  Selling, general and
   administrative                        43,525          -          -
  Accounting                              2,896      1,617      1,279
  Legal                                   3,716        951      2,252
  Rent                                    1,350        600        600
  Office supplies                           648         40          -
  Non-cash compensation                  13,300          -     13,300
                                     ----------  ---------  ---------
        Total expenses                   65,435      3,208     17,431
                                     ----------  ---------  ---------
NET LOSS                                (65,202)    (3,170)   (17,266)

Accumulated deficit
  Balance,
    beginning of period                       -    (62,032)   (44,766)
                                     ----------  ---------  ---------
  Balance,
        end of period                $  (65,202) $ (65,202) $ (62,032)
                                     ==========  =========  =========
NET LOSS PER SHARE                   $    (0.01) $    (NIL) $    (NIL)
                                     ==========  =========  =========
WEIGHTED AVERAGE
  NUMBER OFSHARES
  OUTSTANDING                         9,962,500   9,962,500  9,962,500
                                     ==========  ========== ==========

</TABLE>

  The accompanying notes are an integral part of the financial statements.
                                          F-3




                               Tabatha II, Inc.
                        (A Development Stage Company)
                       STATEMENT OF STOCKHOLDERS' EQUITY
   For the initial period from inception (March 17, 2000) to June 30, 2002



                                                    Deficit
                                  Common Stock      accumulated
                      Price    -----------------    during the   Total
                      per      Number of            development  stockholders'
                      share    shares     Amount    stage        equity
                      -------  ---------  --------  --------     ---------
Common stock issued
 for cash,
 March 1, 2000        $ 0.005    900,000  $  4,500  $      -     $   4,500

Common stock issued
 for services,
 March 1, 2000          0.005  8,100,000    40,500         -        40,500

Common stock issued
 for services,
 April 1, 2000          0.01     300,000     3,000         -         3,000

Common stock issued
 for cash, April 3,
 2000 through
 May 30, 2000           0.01     660,000     6,600         -         6,600

Common stock issued
 for services,
 May 18, 2000           0.01       2,500        25         -            25

Rent at no charge                      -       150         -           150

Net loss for the
 period ended
 June 30, 2000                         -         -   (44,766)      (44,766)
                               ---------  --------  --------     ---------

Balance, June 30, 2000         9,962,500    54,775   (44,766)       10,009
                               ---------  --------  --------     ---------

Common stock warrants
 issued for services,
 December 4, 2000                      -    13,300         -        13,300

Rent at no charge                      -       600         -           600

Net loss for the
 year ended
 June 30, 2001                         -         -   (17,266)      (17,266)
                               ---------  --------  --------     ---------

Balance, June 30, 2001         9,962,500  $ 68,675  $(62,032)    $   6,643
                               ---------  --------  --------     ---------

Rent at no charge                      -       600         -           600

Net loss for the
 year ended
 June 30, 2002                         -         -    (3,170)       (3,170)
                               ---------  --------  --------     ---------

Balance, June 30, 2002         9,962,500  $ 69,275  $(65,202)    $   4,073
                               =========  ========  ========     =========


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

                                    F-4


                              Tabatha II, Inc.
                       (A Development Stage Company)
                          STATEMENTS OF CASH FLOWS


<TABLE>
<S>                                     <C>            <C>          <C>
                                        Period
                                        March 17,      For the      For the
                                        2000           year         year
                                        (Inception)    ended        ended
                                        to June 30,    June 30,     June 30,
                                           2002           2002        2001
                                        ------------   ----------   ---------
CASH FLOWS FROM OPERATING
 ACTIVITIES
  Net loss                              $    (65,202)  $   (3,170)  $ (17,266)
  Adjustments to reconcile
    net loss to net cash flows
    from operating activities:
      Rent expense                             1,350          600         600
      Stock issued for services               43,525            -           -
      Warrants issued for services            13,300            -      13,300
      Decrease in prepaid expenses                 -            -          87
                                        ------------   ----------   ---------
    Net cash flows from
       operating activities                   (7,027)      (2,570)     (3,279)

CASH FLOWS FROM INVESTING
  ACTIVITIES                                       -            -            -

CASH FLOWS FROM FINANCING
  ACTIVITIES
  Issuance of common stock                    11,100            -           -
                                        ------------   ----------   ---------
    Net cash flows
      from financing activities               11,100            -           -
                                        ------------   ----------   ---------
NET INCREASE (DECREASE) IN
  CASH AND CASH EQUIVALENTS                    4,073       (2,570)     (3,279)

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                              -        6,643       9,922
                                        ------------   ----------   ---------
CASH AND CASH EQUIVALENTS,
  END OF PERIOD                         $      4,073   $    4,073   $   6,643
                                        ============   ==========   =========

</TABLE>


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

                                      F-5


                                Tabatha II, Inc.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                June 30, 2002



1. Summary of Significant Accounting Policies
Development Stage Company
Tabatha II, Inc. (a development stage company) (the "Company") was
incorporated under the laws of the State of Colorado on March 17, 2000.
The principal office of the corporation is 1926 South Oswego Way,
Aurora, Colorado 80014.

The Company is a new enterprise in the development stage as defined by
Statement No. 7 of the Financial Accounting Standards Board and has not
engaged in any business other than organizational efforts. It has no
full-time employees and owns no real property. The Company intends to
operate as a capital market access corporation by registering with the
U.S. Securities and Exchange Commission under the Securities Exchange Act
of 1934.  After this, the Company intends to seek to acquire one or more
existing businesses that have existing management, through merger or
acquisition.  Management of the Company will have virtually unlimited
discretion in determining the business activities in which the Company
might engage.

Accounting Method
The Company records income and expenses on the accrual method.

Fiscal Year
The fiscal year of the Company is June 30.

Loss per Share
Loss per share was computed using the weighted average number of shares
outstanding during the period.  Shares issued to insiders in anticipation
of any public offering have been accounted for as outstanding since
inception.

Financial Instruments
Unless otherwise indicated, the fair value of all reported assets and
liabilities that represent financial instruments (none of which are held
for trading purposes) approximate the carrying values of such amount.

Organization Costs
Costs to incorporate the Company were expensed as incurred.

Statements of Cash Flows
For purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of
three months or less to be cash equivalents.

Use of Estimates
The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires the Company's management
to make estimates and assumptions that effect the amounts reported in
these financial statements and accompanying notes.  Actual results could
differ from those estimates.

                                F-6

                                Tabatha II, Inc.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                June 30, 2002


1. Summary of Significant Accounting Policies (continued)
Consideration of Other Comprehensive Income Items
SFAF 130 - Reporting Comprehensive Income, requires companies to
present comprehensive income (consisting primarily of net income
plus other direct equity changes and credits) and its components as
part of the basic financial statements.  For the year ended
June 30, 2002, the Company's financial statements do not contain
any changes in equity that are required to be reported separately
in comprehensive income.

Stock Basis
Shares of common stock issued for other than cash have been assigned
amounts equivalent to the fair value of the service or assets received
in exchange.

2. Stockholders' Equity
As of June 30, 2002, 100,000,000 shares of the Company's no par value
common stock had been authorized, of which 9,962,500 were issued and
outstanding.

The Company is authorized to issue up to 10,000,000 shares of preferred
stock, in series, as determined by the Board of Directors.  As of
June 30, 2002, no preferred shares have been designated or issued.

Warrants to purchase 2,660,000 shares of common stock at .005 per share
were issued on December 4, 2000.  The warrants were issued for services
valued at $13,300.  The warrants expire December 3, 2004.

3. Related Party Transactions
As of the date hereof, officers and directors of the Company are the
owners of 6,310,000 shares of its issued and outstanding common stock,
constituting approximately 63% of the Company's issued and outstanding
common stock.  The shares were issued for cash and services equal to
$0.005 per share.

Officers and directors are reimbursed for all out-of-pocket expenses.

4. Income Taxes
The Company has Federal net operating loss carryforwards of approximately
$62,000 expiring between the years 2019 through 2021.  The tax benefit of
these net operating losses is approximately $13,000 and has been offset by
a full allowance for realization.  For the year ended June 30, 2002, the
allowance increased by $638.  This carryforward may be limited upon
consummation of a business combination under IRC Section 381.


                                 F-7


Part III




ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.




The directors and executive officers currently serving the Company are
as follows:



Name  Age Positions Held and Tenure
Robert L. Smith 57 President and a Director since March, 2000
Diane Thelen 56 Secretary/Treasurer, and a Director since March 2000
Kip R. Pedrie 43 Director since April, 2000



The directors named above will serve until the next annual meeting of
the Company's stockholders. Thereafter, directors will be elected for
one-year terms at the annual stockholders' meeting. Officers will hold
their positions at the pleasure of the board of directors, absent any
employment agreement, of which none currently exists or is contemplated.
There is no arrangement or understanding between any of the directors
or officers of the Company and any other person pursuant to which any
director or officer was or is to be selected as a director or officer.




The directors and officers will devote their time to the Company's
affairs on an "as needed" basis, which, depending on the circumstances,
could amount to as little as two hours per month, or more than forty
hours per month, but more than likely will fall within the range of
five to ten hours per month.


BIOGRAPHICAL INFORMATION

Robert L. Smith

Robert L. Smith, President and a director, has worked in sales, sales
management and marketing for over 28 years. Mr. Smith has been Executive
Vice President, co-owner and member of the board of directors of Rocky
Mountain Securities & Investments, Inc. for 11 years.

Mr. Smith is also currently and officer and director of four other
corporations which were incorporated on March 17, 2000 and which
were formed to seek acquisitions. He is the president and director
of Tabatha I, Inc., Tabatha III, Inc., Tabatha IV, Inc. and Tabatha V, Inc.

Prior to Rocky Mountain Securities & Investments, Inc., Mr. Smith was
employed with Allergan Pharmaceuticals as a regional sales manager.

Mr. Smith holds a B.A. from Western State College.

Diane Thelen

Diane Thelen, the Company's Secretary/Treasurer and a director, has
managed and developed luxury high-rise residential, retail, industrial
and large office building complexes for over twenty-two years. She has
written numerous articles on safety issues regarding large office
complexes, as well as articles advocating the needs of real estate
managers to state legislators.

Ms. Thelen is an officer and director of four other corporations which
were incorporated on March 17, 2000, and which were formed to seek
acquisitions. She is the Secretary/Treasurer of Tabatha I, Inc.,
Tabatha III, Inc., Tabatha IV, Inc., and Tabatha V, Inc.

Ms. Thelen is a Certified Property Manager (CPM) (Institute of Real
Estate Management) and a Real Property Administrator (RPA) (Building
Owners and Managers Association.)

Kip R. Pedrie

Mr. Pedrie, a director of the Company, has been Vice President of Rocky
Mountain Securities & Investments, Inc. for 19 years.

Mr. Pedrie is a director of four other corporations which were
incorporated on March 17, 2000, and which were formed to seek
acquisitions. He is a director of Tabatha I, Inc., Tabatha III, Inc.,
Tabatha IV, Inc., and Tabatha V, Inc.

Mr. Pedrie attended the University of Northern Colorado, where he majored
in finance.

Compliance With Section 16(a) of the Exchange Act.

Mr. Smith, Ms. Thelen, and Mr. Pedrie have each filed an Initial Statement
of Beneficial Ownership of Securities on Form 3. They plan to file Form 5
for the fiscal year ending June 30, 2002.

ITEM 10. EXECUTIVE COMPENSATION.

No officer or director received any remuneration from the Company
during the fiscal year. Until the Company acquires additional
capital, it is not intended that any officer or director will receive
compensation from the Company other than reimbursement for
out-of-pocket expenses incurred on behalf of the Company. See
"Certain Relationships and Related Transactions." The Company has
no stock option, retirement, pension, or profit-sharing programs
for the benefit of directors, officers or other employees, but the
Board of Directors may recommend adoption of one or more such
programs in the future.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth, as of the end of the Company's most
recent fiscal year, the number of shares of Common Stock owned of
record and beneficially by executive officers, directors and persons
who hold 5.0% or more of the outstanding Common Stock of the Company.
Also included are the shares held by all executive officers and
directors as a group.

                               Number of Shares      Percent of
Name and Address               Owned Beneficially    Class Owned
----------------               ------------------    -----------
Robert L. Smith (1)
P.O. Box 1554
Idaho Springs, Co 80452        3,000,000               30.11%


Kip Pedrie (1)
5873 S. Kenton Way
Englewood, CO 80111-3950       2,970,000           (2) 29.81%


Diane Thelen (1)
1926 S. Oswego Way
Aurora, CO 80014               3,000,000               30.11%


John Ballard
6754 W. Hinsdale Place
Littleton, CO 80128            3,000,000               30.11%


All directors and executive
officers (3 persons)           8,970,000               63.34%


(1) The person listed is an officer, a director, or both, of the Company.

(2) Includes 2,660,000 deemed to be beneficially owned by Mr. Pedrie as
a result of his right to acquire such shares at any time on or before
December 3, 2004, through exercise of outstanding warrants exercisable
at a price of $0.005 per share.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Indemnification of Officers and Directors

As permitted by Colorado law, the Company's Articles of Incorporation
provide that the Company will indemnify its directors and officers
against expenses and liabilities they incur to defend, settle, or
satisfy any civil or criminal action brought against them on account
of their being or having been Company directors or officers unless, in
any such action, they are adjudged to have acted with gross negligence
or willful misconduct. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers
or persons controlling the Company pursuant to the foregoing provisions,
the Company has been informed that, in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy
as expressed in that Act and is, therefore, unenforceable.

Exclusion of Liability
Pursuant to the Colorado Corporation Code, the Company's Articles of
Incorporation exclude personal liability for its directors for monetary
damages based upon any violation of their fiduciary duties as directors,
except as to liability for any breach of the duty of loyalty, acts or
omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, acts in violation of Section 7-5-114 of the
Colorado Corporation Code, or any transaction from which a director
receives an improper personal benefit. This exclusion of liability does
not limit any right which a director may have to be indemnified and does
not affect any director's liability under federal or applicable state
securities laws.

Conflicts of Interest
None of the officers of the Company will devote more than a portion
of his time to the affairs of the Company. There will be occasions
when the time requirements of the Company's business conflict with
the demands of the officers' other business and investment activities.
Such conflicts may require that the Company attempt to employ additional
personnel. There is no assurance that the services of such persons will
be available or that they can be obtained upon terms favorable to the
Company.

Each of the Company's officers and directors also are officers, directors,
or both of several other Colorado based development-stage corporation in
the same business as the Company. These companies may be in direct
competition with the Company for available opportunities.

Company management, and the other principal shareholders of the Company,
intend to actively negotiate or otherwise consent to the purchase of a
portion of their common stock as a condition to, or in connection with, a
proposed merger or acquisition transaction. It is anticipated that a
substantial premium may be paid by the purchaser in conjunction with any
sale of shares by officers, directors or affiliates of the Company which
is made as a condition to, or in connection with, a proposed merger or
acquisition transaction. The fact that a substantial premium may be paid
to Company officers, directors and affiliates to acquire their shares
creates a conflict of interest for them and may compromise their state
law fiduciary duties to the Company's other shareholders. In making any
such sale, Company officers, directors and affiliates may consider their
own personal pecuniary benefit rather than the best interests of the
Company and the Company's other shareholders, and the other shareholders
are not expected to be afforded the opportunity to approve or consent to
any particular buy-out transaction involving shares held by members of
Company management.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The Exhibits listed below are incorporated by reference.

Exhibit No.  Document

3.1 Articles of Incorporation (incorporated by reference from
Registration Statement on Form 10-SB filed with the Securities and
Exchange Commission on October 11, 2000).

3.2 Bylaws (incorporated by reference from Registration Statement
on Form 10-SB filed with the Securities and Exchange Commission on
October 11, 2000).

4.1 Specimen Common Stock Certificate (incorporated by reference
from Registration Statement on Form 10-SB filed with the Securities
and Exchange Commission on October 11, 2000).

4.2 Specimen Class A Convertible Preferred Stock Certificate
(incorporated by reference from Registration Statement on Form 10-SB/A
filed with the Securities and Exchange Commission on October 11, 2000).

10.1 Common Stock Purchase Warrant (incorporated by reference from Form 10-KSB
filed with the Securities and Exchange Commission on September 27, 2001).

(b) No reports on Form 8-K were filed by the Company during the last
quarter of its fiscal year ending June 30, 2002.

SIGNATURES

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


TABATHA II, INC.

By: /S/ ROBERT L. SMITH
    Robert L. Smith, President and Director


By: /S/ DIANE THELEN
    Diane Thelen, Director


By: /S/ KIP PEDRIE
    Kip Pedrie, Director


Date: September 17, 2002