UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





**FORM
      10-KSB**





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


For
      the
      fiscal year ended March 31, 2005





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





Commission
      file number 0-31743





**TABATHA
      I, INC.**


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





Colorado        84-1536517


(State
      or
      other jurisdiction of incorporation or
      organization)               
      (IRS Employer Identification No.)





1117
      Herkimer Street, Houston, Texas    77008


(Address
      of principal executive offices)    (Zip
      Code)





Registrant’s
      telephone number, including area code:   (713)
      802-2944







Securities
        registered pursuant to Section 12(b) of the Act: 
None





Securities
      registered pursuant to Section 12(g) of the Act: No Par Value Common
      Stock





Check
      whether the Issuer (1) has filed all reports required to be filed by Section
      13
      or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
      (or for such shorter period that the registrant was required to file such
      reports) and (2) has been subject to such filing requirements for the past
      90
      days. Yes x No o





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. o





Issuer’s
      revenues for the fiscal year ended March 31, 2005, were none.





The
      Company’s common stock is not listed on any exchange and does not
      trade.





The
      Registrant’s common stock outstanding as of June 28, 2005, was 81,302,500
      shares.





DOCUMENTS
      INCORPORATED BY REFERENCE:





The
      Registrant is incorporating by reference in Part III of this Form 10-KSB certain
      information contained in the Registrant’s proxy or information statement for its
      annual meeting of shareholders, which will be filed by the Registrant on or
      before July 31, 2005.








Transitional
      Small Business Disclosure Format (Check One): Yes o No x





**TABATHA
      I, INC.**





**INDEX
      TO FORM 10-KSB**


**March
      31, 2005**





**Part
                I**
            Item
                1.
            Description
                of BusinessItem
                2.
            Description
                of PropertyItem
                3.
            Legal
                ProceedingsItem
                4.
            Submission
                of Matters to a Vote of Security
                Holders**Part
                II**
            Item
                5.
            Market
                for Common Equity and Related Stockholder
                MattersItem
                6.
            Management’s
                Discussion and Analysis and Results ofOperations
                and Financial ConditionItem
                7.
            Financial
                StatementsItem
                8.
            Changes
                in and Disagreements with Accountants onAccounting
                and Financial DisclosureItem
                8A.
            Controls
                and ProceduresItem
                8B.
            Other
                Information**Part
                III**
            Item
                9.
            Directors,
                Executive Officers, Promoters and Control Persons,Compliance
                with Section 16(a) of the Exchange ActItem
                10.
            Executive
                CompensationItem
                11.
            Security
                Ownership of Certain Beneficial Owners andManagementItem
                12.
            Certain
                Relationships and Related Party
                TransactionsItem
                13.
            ExhibitsItem
                14.
            Principal
                Accountant Fees and Services








26


**FORWARD
      LOOKING STATEMENTS**





This
      Form
      10-KSB contains forward-looking statements. These statements relate to future
      events or future financial performance and involve known and unknown risks,
      uncertainties and other factors that may cause Tabatha I, Inc.’s (the “Company”
      or “Tabatha”) or its industry's actual results, levels of activity, performance
      or achievements to be materially different from any future results, levels
      of
      activity, performance or achievements expressed or implied by the
      forward-looking statements.





In
      some
      cases, you can identify forward-looking statements by terminology such as "may,"
      "will," "should," "expects," "plans," "anticipates," "believes," "estimates,"
      "predicts," "potential," or the negative of these terms or other comparable
      terminology. These statements are only predictions. Actual events or results
      may
      differ materially.





Although
      the Company believes that the expectations reflected in the forward-looking
      statements are reasonable, the Company cannot guarantee future results, levels
      of activity, performance or achievements. Moreover, neither the Company nor
      any
      other person assumes responsibility for the accuracy and completeness of these
      forward-looking statements. The Company is under no duty to update any of the
      forward-looking statements after the date of this report to conform its prior
      statements to actual results.





Further,
      this report contains forward looking statements within the meaning of Section
      27A of the Securities Act and Section 21E of the Securities Exchange Act that
      involve substantial risks and uncertainties. Such statements include, without
      limitation, all statements as to expectation or belief and statements as to
      our
      future results of operations, the progress of any research, product development
      and clinical programs, the need for, and timing of, additional capital and
      capital expenditures, partnering prospects, the protection of and the need
      for
      additional intellectual property rights, effects of regulations, the need for
      additional facilities and potential market opportunities. The Company’ actual
      results may vary materially from those contained in such forward-looking
      statements because of risks to which the Company is subject, such as lack of
      available funding, competition from third parties, intellectual property rights
      of third parties, regulatory constraints, litigation and other risks to which
      the Company is subject.





**PART
      I**





**ITEM
      1. DESCRIPTION OF BUSINESS**





**Organizational
      History**





Tabatha
      I, Inc. (the “Company” or “Tabatha”) is a small business issuer that has not
      conducted business operations nor had revenues from operations in each of its
      last two fiscal years. It remains in the development stage and its business
      plan
      is to seek, investigate, and, if warranted, acquire one or more properties
      or
      businesses, and to pursue other related activities intended to enhance
      shareholder value. The acquisition of a business opportunity may be made by
      purchase, merger, exchange of stock, or otherwise, and may encompass assets
      or a
      business entity, such as a corporation, joint venture, or partnership. The
      Company has very limited capital, and it is unlikely that it will be able to
      take advantage of more than one such business opportunity. 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 it may eventually acquire.




On
      February 25, 2005, Tabatha closed on a transaction acquiring all of the common
      stock of Zigen, Inc., a Texas corporation (“Zigen”), pursuant to an exchange
      agreement by and among the Company, Zigen and the stockholders of Zigen (the
      “Exchange Agreement”). As a result of the Exchange Agreement, Zigen became a
      wholly-owned subsidiary of the Company. Zigen was incorporated in the State
      of
      Texas on February 15, 2005. References herein to the Company include
      Zigen.




As
      a
      result of the closing of the Exchange Agreement, the Company issued an aggregate
      of 73,000,000 shares of its common stock to the former shareholders of Zigen
      (in
      exchange for all the outstanding capital stock of Zigen), resulting in the
      former shareholders of Zigen owning approximately 89.8% of the issued and
      outstanding Company common stock. Of this amount, the Company issued 66,430,000
      shares of its common stock to Silver Star Holdings Trust of which Kevan Casey
      is
      Trustee and 6,570,000 shares of its common stock to Carl A. Chase. Additionally,
      Kevan Casey was appointed as chairman and a director and J. Leonard Ivins was
      appointed to serve as chief executive officer, principal accounting officer
      and
      a director. Simultaneous with the closing of the transaction, Mr. Ballard
      resigned his positions as president, chief financial officer and director and
      Ms. Thelan resigned her positions as secretary, treasurer and
      director.





Subsequent
      to the acquisition of Zigen, the Company will focus its efforts for growth
      in
      the area of biotechnology.





**Business
      Strategy**





Tabatha
      is a development stage biopharmaceutical company with a primary focus on
      developing products to treat cancer, infectious diseases and other medical
      conditions associated with compromised immune systems. As a development stage
      company, substantially all efforts of the Company will be devoted to performing
      research and experimentation, conducting clinical trials, developing and
      acquiring intellectual properties, raising capital and recruiting and training
      personnel.





*Overview
      of Cancer and Treatment Methods*





Cancer
      is
      the second leading cause of death in the United States, exceeded only by heart
      disease. It is a devastating disease with tremendous unmet medical needs. The
      American Cancer Society estimated that 1.4 million new cases of cancer will
      be
      diagnosed in 2004 in the United States and 563,700 Americans are expected to
      die
      from cancer in 2004.





Cancer
      is
      a group of diseases characterized by uncontrolled cell division resulting in
      the
      development of a mass of cells, commonly known as a tumor, as well as the
      invasion and spreading of these cells. Cancerous tumors can arise in any tissue
      or organ within the human body. Cancer is believed to occur as a result of
      a
      number of factors, such as genetic predisposition, chemical agents, viruses
      and
      irradiation. These factors result in genetic changes affecting the ability
      of
      cells to regulate their growth and differentiation normally. When a normal
      cell
      becomes cancerous, it can spread to various sites in the body.





The
      most
      common methods of treating patients with cancer are surgery, radiation and
      drug
      therapy. A cancer patient often receives treatment with a combination of
      methods. Surgery and radiation therapy are particularly effective in patients
      where the disease is localized and has not spread to other tissues or organs.
      The most common method of treating patients with cancer that has spread beyond
      the primary site is to administer anticancer drugs by mouth or intravenously.
      In
      general, drugs used to treat cancer are classified as chemotherapy. Chemotherapy
      seeks to damage and kill cancer cells or to interfere with the molecular and
      cellular processes that control the development, growth and survival of
      malignant tumor cells. In many cases, chemotherapy consists of the
      administration of several different drugs in combination. Chemotherapy can
      cause
      patient weakness, loss of appetite, nausea and vomiting, and damage to various
      organs that can result in loss of normal body functions. Current treatment
      for
      most kinds of cancer is inadequate. Therefore, a significant need exists for
      new
      therapies which are more effective and/or have reduced side
      effects.





*Competition*





Competition
      in the biopharmaceutical industry is intense and based on scientific and
      technological factors, the availability of patent and other protection for
      technology and products, the ability to finance and commercialize technological
      developments, and the ability to obtain governmental approval for testing,
      manufacturing and marketing. These companies include, but are not limited to:
      Bristol-Myers Squibb Company, Pfizer Inc., Chiron Corporation, Amgen Inc.,
      Genentech Inc., ImClone Systems Inc., OSI Pharmaceuticals, Inc., Eli Lilly
      and
      Co., Lorus Therapeutics Inc., Schering-Plough Corporation and AstraZeneca PLC.
      The Company’s competitors may have substantially greater financial, technical
      and human resources than it has and may be better equipped to develop,
      manufacture and market products. In addition, many of these companies have
      extensive experience in preclinical testing and human clinical trials, and
      in
      obtaining regulatory approvals. The Company’s competitors may succeed in
      obtaining approval for products more rapidly than it and in developing and
      commercializing products that are safer and more effective than those that
      the
      Company proposes to develop. The existence of these products, other products
      or
      treatments of which the Company is not aware or products or treatments that
      may
      be developed in the future may adversely affect the marketability of the
      Company’s products by rendering them less competitive or obsolete. These
      companies, as well as academic institutions, governmental agencies and private
      research organizations, also compete with the Company in acquiring rights to
      products or technologies from universities, and recruiting and retaining highly
      qualified scientific personnel and consultants.





The
      timing of market introduction of the Company’s potential products or of the
      products of others will be an important competitive factor. Accordingly, the
      relative speed with which it can develop products, complete preclinical testing,
      clinical trials and regulatory approval processes, and supply commercial
      quantities to market will influence its ability to bring a product to market.
      In
      addition, the Company may apply for Orphan Drug designation by the FDA for
      its
      proposed products. To the extent that a competitor of the Company’s develops and
      receives Orphan Drug designation and marketing approval for a drug to treat
      the
      same indication prior to the Company, it may be precluded from marketing its
      product for a period of seven years.





*Patents,
      Licenses and Trade Secrets*





The
      Company’s policy is to protect its technology by, among other means, filing
      patent applications for technology that it considers important to the
      development of its business. The Company intends to file additional patent
      applications, when appropriate, relating to new developments or improvements
      in
      its technology and other specific products that it develops. The Company also
      relies on trade secrets, know-how and continuing technological innovations,
      as
      well as patents it has licensed or may license from other parties to develop
      and
      maintain its competitive position.





**Government
      Regulation**





*Overview*





Regulation
      by state and federal governmental authorities in the United States and foreign
      countries is a significant factor in the manufacture and marketing of the
      Company’s products and in its ongoing research and product development
      activities. All of the Company’s products will require regulatory clearances or
      approvals prior to commercialization. In particular, drugs, biological agents
      and medical devices are subject to rigorous preclinical testing and other
      approval requirements by the FDA pursuant to the Federal Food, Drug, and
      Cosmetic Act and the Public Health Service Act and its regulations, as well
      as
      by similar health authorities in foreign countries. Various federal statutes
      and
      regulations also govern or influence the testing, manufacturing, safety,
      labeling, packaging, advertising, storage, registration, listing and record
      keeping related to marketing of such products. The process of obtaining these
      clearances or approvals and the subsequent compliance with appropriate federal
      statutes and regulations require the expenditure of substantial resources.
      The
      Company cannot be certain that any required FDA or other regulatory approval
      will be granted or, if granted, will not be withdrawn.





*Drugs
      and Biological Agents*





Preclinical
      development of therapeutic drugs and biological agents is generally conducted
      in
      the laboratory to evaluate the safety and the potential efficacy of a compound
      by relevant *in
      vitro* and *in
      vivo* testing.
      When a product is tested prospectively to determine its safety for purposes
      of
      obtaining FDA approvals or clearances, such testing must be performed in
      accordance with good laboratory practices for non-clinical studies. The results
      of preclinical testing are submitted to the FDA as part of an investigational
      new drug application, or IND. The IND must become effective, the study must
      be
      approved by an institutional review board, and informed consent must be obtained
      from the clinical subjects before human clinical trials can begin.





Regulatory
      approval often takes a number of years and involves the expenditure of
      substantial resources. Approval time also depends on a number of factors,
      including the severity of the disease in question, the availability of
      alternative treatments and the risks and benefits demonstrated in clinical
      trials. Typically, clinical evaluation involves a three-phase process. In Phase
      I, clinical trials are conducted with a small number of subjects to determine
      the tolerated drug dose, early safety profile, proper scheduling and the pattern
      of drug distribution, absorption and metabolism. In Phase II, clinical trials
      are conducted with groups of patients afflicted with a specific disease in
      order
      to determine efficacy, dose-response relationships and expanded evidence of
      safety. In Phase III, large-scale, multi-center, controlled clinical trials
      are
      conducted in order to:





·
            provide
                enough data for statistical proof of safety and
                efficacy;


·
            compare
                the experimental therapy to existing
                therapies;


·
            uncover
                any unexpected safety problems, such as side-effects;
                and


·
            generate
                product labeling.





In
      the
      case of drugs for cancer and other life-threatening diseases, the initial human
      testing is generally conducted in patients rather than in healthy
      volunteers.





Tests
      of
      the Company’s product candidates and human clinical trials may be delayed or
      terminated due to factors such as unfavorable results or insufficient patient
      enrollment. Furthermore, the FDA may suspend clinical trials at any time on
      various grounds. Delays in tests and trials may have a material adverse effect
      on the Company’s business.





The
      results of the preclinical and clinical testing are submitted to the FDA either
      as part of a new drug application, or NDA, for drugs, or a product license
      application, or BLA, for biologics, for approval to commence commercial
      distribution. For a biologic drug, the manufacturer generally must also obtain
      approval of an establishment license application. In responding to an NDA or
      BLA, the FDA may grant marketing approval, request additional information or
      deny the application if it determines that the application does not satisfy
      its
      regulatory approval criteria. It may take several years to obtain approval
      after
      submission of an NDA or BLA, although approval is not assured. The FDA also
      normally conducts a pre-approval inspection and other occasional inspections
      of
      an applicant's facilities to ensure compliance with current good manufacturing
      practices. Further, stringent FDA regulatory requirements continue after a
      product is approved for marketing, and changes to products or labeling can
      require additional approvals. If any of the Company’s products are approved for
      marketing, it will be subject to stringent post-marketing
      requirements.





The
      Company also will be subject to widely varying foreign regulations governing
      clinical trials and pharmaceutical sales. Whether or not FDA approval has been
      obtained, approval of a product by the comparable regulatory authorities of
      foreign countries must be obtained before marketing the product in those
      countries. The approval process varies from country to country and the time
      may
      be longer or shorter than that required for FDA approval. The Company intends,
      to the extent possible, to rely on foreign licensees to obtain regulatory
      approval to market its products in foreign countries.





*Orphan
      Drug Designation*





Under
      the
      Orphan Drug Act, a sponsor may obtain designation by the FDA of a drug or
      biologic as an “orphan drug” for a particular indication. Orphan Drug
      designation is granted to drugs for rare diseases or conditions, including
      many
      cancers, with a prevalence of less than 200,000 cases in the United States.
      The
      sponsor of a drug that has obtained Orphan Drug designation and which is the
      first to obtain approval of a marketing application for such drug is entitled
      to
      marketing exclusivity for a period of seven years for the designated indication.
      This means that no other company can market the same Orphan Drug for the same
      indication approved by the FDA for seven years after approval unless such
      company proves its drug is clinically superior or the approved Orphan Drug
      marketer cannot supply demand for the drug. Legislation is periodically
      considered that could significantly affect the Orphan Drug law. The Company
      intends to seek this designation for its products where appropriate. There
      can
      be no assurance that future changes to the Orphan Drug Act would not diminish
      the value of any Orphan Drug designation obtained by the Company


.


*Drugs
      for Life-Threatening Illnesses*





FDA
      regulatory procedures established in 1988 are intended to speed further the
      availability of new drugs intended to treat life-threatening and severely
      debilitating illnesses. These procedures provide for early and continuous
      consultation with the FDA regarding preclinical and clinical studies necessary
      to gain marketing approval. This regulatory framework also provides that if
      Phase I results are promising, Phase II clinical trials may be designed that
      obviate the need for lengthy, expensive Phase III testing. Notwithstanding
      the
      foregoing, approval may be denied by the FDA or traditional Phase III studies
      may be required. The FDA may also seek the Company’s agreement to perform
      post-approval Phase IV studies, which confirm product safety and
      efficacy.





*Environmental
      Matters*





The
      Company is subject to federal, state and local environmental laws and
      regulations, including those promulgated by the Occupational Safety and Health
      Administration (OSHA), the Environmental Protection Agency (EPA) and the Nuclear
      Regulatory Commission (NRC), that govern activities or operations that may
      have
      adverse environmental effects, such as discharges to air and water, as well
      as
      handling and disposal practices for solid and hazardous wastes. These laws
      also
      impose strict liability for the costs of cleaning up, and for damages resulting
      from, sites of past spills, disposals or other releases of hazardous substances
      and materials for the investigation and remediation of environmental
      contamination at properties operated by the Company and at off-site locations
      where it has arranged for the disposal of hazardous substances. The Company will
      make
      expenditures for its facilities to comply with current and future environmental
      laws. To date, the Company has not incurred any costs and is not aware of any
      significant liabilities associated with its compliance with federal, state
      and
      local environmental laws and regulations. However, environmental laws have
      changed in recent years and the Company may become subject to stricter
      environmental standards in the future and may face large capital expenditures
      to
      comply with environmental laws. The Company has limited capital and is uncertain
      whether it will be able to pay for significantly large capital expenditures.
      Also, future developments, administrative actions or liabilities relating to
      environmental matters may have a material adverse effect on the Company’s
      financial condition or results of operations.





All
      of
      its operations will be performed under strict environmental and health safety
      controls consistent with OSHA, EPA and NRC regulations. The Company cannot
      be
      certain that it will be able to control all health and safety problems. If
      it
      cannot control those problems, it may be held liable and may be required to
      pay
      the costs of remediation. These liabilities and costs could be
      material.





**Manufacturing
      and Marketing**





The
      Company does not have experience in manufacturing or marketing products and
      has
      not yet commercially introduced any products. It does not currently have the
      resources to manufacture or market on a commercial scale any products that
      it
      develops. The Company currently would use third parties to manufacture limited
      quantities of its products for use in clinical activities. If the Company’s
      products are approved for sale by regulatory authorities, it will need to
      develop manufacturing and marketing capability or make arrangements with third
      parties to manufacture, distribute and sell its products. In the event the
      Company decides to establish a manufacturing and distribution facility or a
      marketing and sales force, it will require substantial additional funds and
      will
      be required to hire and retain additional personnel.





**Employees**





The
      Company currently has no employees. In order to implement its business plan,
      the
      Company will be required to employ qualified technical and administrative
      employees or retain the services of qualified consultants with the technical
      expertise to evaluate the biopharmaceutical products which the Company is
      seeking.





**Insurance**





The
      Company does not have any insurance coverage to cover losses or risks incurred
      in the ordinary course of business. The Company intends to obtain insurance
      customary to its industry.





**Risk
      Factors**





The
      Company’s business, financial condition and results of operations could be
      materially adversely affected if any of these risks materialized, which could
      result in the trading price of its common stock to decline.





**The
      Company has a history of operating losses and does not expect to be profitable
      in the near future.**





The
      Company has not generated any profits since its inception, has no source of
      revenues, and has incurred operating losses. Furthermore, due to the nature
      of
      the biopharmaceutical industry, the Company does not expect to generate
      significant revenue until future years. As the Company begins to develop its
      business strategy, it expects its expenses to increase in the next few
      years.





**Failure
      to raise additional capital will prevent the Company from implementing its
      business strategy.**





The
      Company needs to obtain significant additional capital resources through equity
      and/or debt financings. As of March 31, 2005, the Company had no assets in
      cash
      and cash equivalents. The Company plans to use its best efforts to obtain debt
      and/or equity financing in order to support its future operations and business
      strategies. There is no assurance that the Company will be successful in raising
      the funds necessary to meet its short-term (and long-term) working capital
      needs.





The
      Company believes that it will need to raise substantial capital to fund its
      business strategy for subsequent years. At this time, it is unable to estimate
      the amount of additional capital that will be required to fund its business
      strategy. This money will be used to hire medical technicians, provide research
      and development costs, provide for facilities and marketing and sales efforts.
      Failure to obtain such funding could adversely affect the business strategy
      of
      the Company.





**The
      Company’s management is currently unproven** .





The
      Company has a limited history of operations under the management and control
      of
      the new officers and directors of the Company. The Company believes that the
      combined skill, education and experience of the new management team will be
      successful in its endeavors, however, there is no guarantee that the new
      management team will be successful.





**The
      Company believes its competition includes major pharmaceutical companies that
      have significant advantages over it.**





The
      market for manufacturing pharmaceutical products is very competitive. The
      Company expects that its most significant competitors are major pharmaceutical
      companies and more established pharmaceutical companies. These companies have
      access to capital markets not available to the Company.





**There
      is no market for the Company’s stock and when it begins trading its price may be
      highly volatile.**





There
      has
      been no market for the Company’s common stock and when it begins trading its
      price may fluctuate and may continue to fluctuate. These fluctuations may or
      may
      not be based upon any business or operating results. Its common stock may
      experience similar or even more dramatic price and volume fluctuations in the
      future.





**The
      Company’s “blank check” preferred stock could be issued to prevent a business
      combination not desired by management or its current majority
      shareholders.**





The
      Company’s articles of incorporation authorize the issuance of “blank check”
      preferred stock with designations, rights and preferences as may be determined
      by its board of directors without shareholder approval. Its preferred stock
      could be utilized as a method of discouraging, delaying, or preventing a change
      in its control and as a method of preventing shareholders from receiving a
      premium for their shares in connection with a change of control.





**ITEM
      2. DESCRIPTION OF PROPERTY**





The
      Company’s current headquarters are located at 1117 Herkimer Street, Houston,
      Texas 77008. The Company has no cost associated with its current facilities.
      Should the Company be required to obtain suitable facilities in the future,
      it
      believes it can obtain the required facilities at competitive
      rates.





**ITEM
      3. LEGAL PROCEEDINGS- NONE**





**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS-
      NONE**





**PART
      II**





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





The
      Company’s common stock has not traded. The Company intends to apply for a
      listing with the NASD to trade on the Pink Sheets. There can be no guarantee
      that the Company will obtain a listing on the Pink Sheets.





As
      of
      June 28, 2005, the Company had approximately 32 stockholders of record. To
      date,
      the Company has never declared or paid any cash dividends nor does it expect
      to
      pay any dividends in the near future. Its current policy is to retain earnings,
      if any, to provide funds for operating and expansion of its business. This
      policy will be reviewed by its board of directors from time to time in light
      of
      its earnings and financial position.





**Equity
      Compensation Plan Information**




On
      May
      25, 2005, the Board of Directors adopted the 2005 Stock Option Plan (the “2005
      Plan”), which allows for the issuance of up to 6,000,000 stock options to
      directors, executive officers, employees and consultants of the Company who
      are
      contributing to the Company’s success. On June 23, 2005, the Board of Directors
      increased the number of stock options for issuance under the 2005 Plan to
      8,000,000. No options may be issued pursuant to the 2005 Plan until the 2005
      Plan has been approved by shareholders of the Company. As of March 31, 2005,
      there were no stock options outstanding pursuant to the 2005 Plan.





**Recent
      Sales of Unregistered Securities**





There
      were no sales of unregistered securities by the Company during the quarterly
      period ended March 31, 2005.




**ITEM
      6. MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF
      OPERATIONS AND FINANCIAL CONDITION**





*The
      following discussion and analysis of the Company’s financial condition as of
      March 31, 2005, and its results of operations for the period inception (February
      15, 2005) through March 31, 2000, should be read in conjunction with the audited
      financial statements and notes included in elsewhere in this Form
      10-KSB.*





**Recent
      Developments**





Tabatha
      I, Inc. (the “Company” or “Tabatha”) is a small business issuer that has not
      conducted business operations nor had revenues from operations in each of its
      last two fiscal years. It remains in the development stage and its business
      plan
      is to seek, investigate, and, if warranted, acquire one or more properties
      or
      businesses, and to pursue other related activities intended to enhance
      shareholder value. The acquisition of a business opportunity may be made by
      purchase, merger, exchange of stock, or otherwise, and may encompass assets
      or a
      business entity, such as a corporation, joint venture, or partnership. The
      Company has very limited capital, and it is unlikely that it will be able to
      take advantage of more than one such business opportunity. 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 it may eventually acquire.




On
      February 25, 2005, Tabatha closed on a transaction acquiring all of the common
      stock of Zigen, Inc., a Texas corporation (“Zigen”), pursuant to an exchange
      agreement by and among the Company, Zigen and the stockholders of Zigen (the
      “Exchange Agreement”). As a result of the Exchange Agreement, Zigen became a
      wholly-owned subsidiary of the Company. Zigen was incorporated in the State
      of
      Texas on February 15, 2005. References herein to the Company include
      Zigen.




As
      a
      result of the closing of the Exchange Agreement, the Company issued an aggregate
      of 73,000,000 shares of its common stock to the former shareholders of Zigen
      (in
      exchange for all the outstanding capital stock of Zigen), resulting in the
      former shareholders of Zigen owning approximately 89.8% of the issued and
      outstanding Company common stock. Of this amount, the Company issued 66,430,000
      shares of its common stock to Silver Star Holdings Trust of which Kevan Casey
      is
      Trustee and 6,570,000 shares of its common stock to Carl A. Chase. Additionally,
      Kevan Casey was appointed as chairman and a director and J. Leonard Ivins was
      appointed to serve as chief executive officer, principal accounting officer
      and
      director. Simultaneous with the closing of the transaction, Mr. Ballard resigned
      his positions as president, chief financial officer and director and Ms. Thelan
      resigned her positions as secretary, treasurer and director.





Subsequent
      to the acquisition of Zigen, the Company will focus its efforts for growth
      in
      the area of biotechnology.





**Critical
      Accounting Policies**





*General*





The
      Consolidated Financial Statements and Notes to Consolidated Financial Statements
      contain information that is pertinent to this management’s discussion and
      analysis. The preparation of financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make estimates and assumptions that affect the reported amounts
      of
      assets and liabilities and disclosure of any contingent assets and liabilities.
      Management believes these accounting policies involve judgment due to the
      sensitivity of the methods, assumptions and estimates necessary in determining
      the related asset and liability amounts. Management believes it has exercised
      proper judgment in determining these estimates based on the facts and
      circumstances available to its management at the time the estimates were made.
      The significant accounting policies are described in the Company's financial
      statements (See Note 2 in Notes to Consolidated Financial
      Statements).





**Results
      of Operations and Financial Condition**





Prior
      to
      the acquisition of Zigen, Tabatha was a development stage company whose business
      plan was to seek, investigate, and, if warranted, acquire one or more properties
      or businesses, and to pursue other related activities intended to enhance
      shareholder value. The acquisition of a business opportunity may be made by
      purchase, merger, exchange of stock, or otherwise, and may encompass assets
      or a
      business entity, such as a corporation, joint venture, or partnership. The
      Company has no capital, and it is unlikely that it will be able to take
      advantage of more than one such business opportunity. The Company intends to
      seek opportunities demonstrating the potential of long-term growth as opposed
      to
      short-term earnings.





**Liquidity
      and Capital Resources**





The
      Company has significant liquidity problems and has no meaningful capital
      resources or stockholder's equity. It may not be able to satisfy its estimated
      cash requirements for the next twelve months. In the event additional cash
      is
      required, the Company may have to borrow funds from stockholders or other
      sources, or seek funds from a private placement among new investors, none of
      which can be assured. The Company has faced this situation since inception
      and
      has managed to carry on and there is no reason to believe that it can not do
      so
      in the future. The Company cannot predict to what extent its lack of liquidity
      and capital resources will impair the consummation of a business combination
      or
      whether it will incur further operating losses through any business entity
      which
      it may eventually acquire. The Company has had no material business operations
      since 2000 and has never had any revenue. During these periods it has engaged
      in
      no significant operations other than organizational activities, acquisition
      of
      capital, and meeting its reporting obligations under the Securities Exchange
      Act
      of 1934. No revenues were received during this period. The Company anticipates
      that until a business combination is completed with an acquisition candidate,
      it
      will not generate revenue and may operate at a loss after completing a business
      combination, depending upon the performance of the acquired
      business.





**Off-Balance
      Sheet Arrangements**





The
      Company does not have any off-balance sheet arrangements.





**New
      Accounting Pronouncements**





In
      December 2004, the Financial Accounting Standards Board, or FASB, issued
      Statement of Financial Accounting Standards No. 123R “Share-Based Payment” (SFAS
      123R). This statement revises SFAS No. 123, supersedes APB No. 25, and requires
      companies to recognize the cost of employee stock options and other awards
      of
      stock-based compensation based on the fair value of the award as of the grant
      date. The effective date of this pronouncement is as of the beginning of the
      first interim or annual period that begins after June 15, 2005. The Company
      is
      evaluating whether the adoption of FASB No. 123R will have a material effect
      on
      the Company’s consolidated financial position, results of operations or cash
      flows.





In
      December 2004, the FASB published the following two final FASB Staff Positions,
      effective immediately. FAS 109-1, "Application of FASB Statement No. 109,
      Accounting for Income Taxes, to the Tax Deduction on Qualified Production
      Activities Provided by the American Jobs Creation Act of 2004," giving guidance
      on applying FASB Statement No. 109, Accounting for Income Taxes, to the tax
      deduction on qualified production activities provided by the American Jobs
      Creation Act of 2004. FAS 109-2 "Accounting and Disclosure Guidance for that
      Foreign Earnings Repatriation Provision within the American Jobs Creation Act
      of
      2004" provides guidance on the Act's repatriation provision. The Company does
      not believe that the adoption of FAS 109-1 or FAS 109-2 will have a material
      impact on its consolidated financial position, results of operations or cash
      flows.





In
      November 2004, the FASB Emerging Issues Task Force, or EITF, reached a consensus
      in applying the conditions in Paragraph 42 of SFAS No. 144, "Accounting for
      the
      Impairment or Disposal of Long-Lived Assets, in Determining Whether to Report
      Discontinued Operations" (EITF 03-13). Evaluation of whether operations and
      cash
      flows have been eliminated depends on whether (1) continuing operations and
      cash
      flows are expected to be generated, and (2) the cash flows, based on their
      nature and significance, are considered direct or indirect. This consensus
      should be applied to a component that is either disposed of or classified as
      held for sale in fiscal periods beginning after December 15, 2004. The Company
      does not believe that the adoption of EITF 03-13 will have a material impact
      on
      its consolidated financial position, results of operations or cash
      flows.





In
      November 2004, the FASB issued SFAS No. 151, "Inventory Costs—An Amendment of
      ARB No. 43, Chapter 4" (SFAS No. 151). SFAS No. 151 amends the guidance in
      ARB
      No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal
      amounts of idle facility expense, freight, handling costs, and wasted material
      (spoilage). Among other provisions, the new rule requires that items such as
      idle facility expense, excessive spoilage, double freight, and rehandling costs
      be recognized as current-period charges regardless of whether they meet the
      criterion of "so abnormal" as stated in ARB No. 43. SFAS No. 151 is effective
      for fiscal years beginning after June 15, 2005 and is required to be adopted
      by
      the Company in the first quarter of fiscal 2006, beginning on January 1, 2006.
      The Company does not believe the adoption of SFAS No. 151 will have a material
      impact on the consolidated financial position, results of operations and cash
      flows.





**ITEM
      7. FINANCIAL STATEMENTS**





**FINANCIAL
      STATEMENTS**


**TABATHA
      I, INC.**


**AND
      SUBSIDIARY**


**(A
      DEVELOPMENT STAGE COMPANY)**


**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

















To
      the
      Board of Directors of:


Tabatha
      I, Inc., Inc.


Houston,
      Texas





We
      have
      audited the accompanying balance sheet of Tabatha I, Inc., (a development stage
      company) as of March 31, 2005 and the related statements of operations,
      stockholders’ equity and cash flows for the period from inception (February 15,
      2005) through 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 audit.





We
      conducted our audit in accordance with auditing standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the 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 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 I, Inc. as of March 31,
      2005, and the results of its operations and cash flows for the period since
      inception (February 15, 2005) through March 31, 2005, in conformity with
      accounting principles generally accepted in the United States of
      America.














Lopez,
      Blevins, Bork & Associates, LLP


Houston,
      Texas


June
      17,
      2005








**TABATHA
      I, INC.**


**AND
      SUBSIDIARY**


**(A
      DEVELOPMENT STAGE COMPANY)**


**BALANCE
      SHEET**


**MARCH
      31, 2005**





**ASSETS**Total
                assets
            
            $
            --**LIABILITIES
                AND STOCKHOLDERS’ DEFICIT**Accounts
                payable
            
            $
            1,792Stockholders’
                deficit:Preferred stock, no par value, 10,000 shares authorized, no shares
                issued
                and outstanding
            
            
            --Common stock, no par value, 100,000,000 shares authorized, 81,302,500
                shares issued and outstanding
            
            
            1,000Stock subscription receivable
            
            
            (1,000
            )Accumulated deficit
            
            
            (1,792
            )Total stockholders’ deficit
            
            
            (1,792
            )Total
                liabilities and stockholders’ deficit
            
            $
            --





See
      accompanying notes to audited consolidated financial statements.








**TABATHA
      I, INC.**


**AND
      SUBSIDIARY**


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENT
      OF OPERATIONS**


**PERIOD
      FROM FEBRUARY 15, 2005 (INCEPTION) THROUGH MARCH 31, 2005**








General
                and administrative
            
            $
            (1,792
            )Net
                loss
            
            $
            (1,792
            )Net
                loss per share:Basic and diluted
            
            $
            --Weighted
                average shares outstanding:Basic and diluted
            
            
            61,860,837





See
      accompanying notes to audited consolidated financial statements.











**TABATHA
      I, INC.**


**AND
      SUBSIDIARY**


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENT
      OF STOCKHOLDERS’ DEFICIT**


**PERIOD
      FROM FEBRUARY 15, 2005 (INCEPTION) THROUGH MARCH 31, 2005**





Common
                Stock
            
            Stock
              Subscription
              Receivable
            
            Accumulated
              Deficit
            
            TotalShares
            
            
            AmountBalance,
                February 15, 2005
            
            
            73,000,000
            
            $
            1,000
            
            $
            (1,000
            )
            $
            --
            
            $
            --Recapitalization
            
            
            8,302,500
            
            
            --
            
            
            --
            
            
            --
            
            
            --Net
                loss
            
            
            --
            
            
            --
            
            
            --
            
            
            (1,792
            )
            
            (1,792
            )Balance,
                March 31, 2005
            
            
            81,302,500
            
            $
            1,000
            
            $
            (1,000
            )
            $
            (1,792
            )
            $
            (1,792
            )





See
      accompanying notes to audited consolidated financial statements.








**TABATHA
      I, INC.**


**AND
      SUBSIDIARY**


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENT
      OF CASH FLOWS**


**PERIOD
      FROM FEBRUARY 15, 2005 (INCEPTION) THROUGH MARCH 31, 2005**





Inception
              (February
                15, 2005) Through
              March
                31, 2005Cash
                flows from operating activities:Net loss
            
            $
            (1,792
            )Increase in accounts payable
            
            
            1,792Cash
                flows from operating activities
            
            
            --Cash
                flows from investing activities
            
            
            --Cash
                flows from financing activities
            
            
            --Net
                change in cash
            
            
            --Cash,
                beginning of period
            
            
            --Cash,
                end of period
            
            $
            --Supplemental
                cash flow information:Stock subscription receivable
            
            $
            1,000





See
      accompanying notes to audited consolidated financial statements.








**TABATHA
      I, INC.**


**AND
      SUBSIDIARY**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**MARCH
      31, 2005**





Note
      1.  Organization
      and Nature of Business





Tabatha
      I, Inc., a company in the developmental stage (the “Company” or “Tabatha”), was
      originally incorporated on March 17, 2000, in the State of Colorado. The Company
      is a small business issuer that has not conducted business operations nor had
      revenues from operations in each of its last two fiscal years. The Company
      was a
      "blank check" or "shell" company whose business plan was to seek, investigate,
      and, if warranted, acquire one or more properties or businesses, and to pursue
      other related activities intended to enhance shareholder value. The acquisition
      of a business opportunity may be made by purchase, merger, exchange of stock,
      or
      otherwise, and may encompass assets or a business entity, such as a corporation,
      joint venture, or partnership. The Company has no capital, and it is unlikely
      that it will be able to take advantage of more than one such business
      opportunity.




On
      February 25, 2005, the Company closed on a transaction acquiring all of the
      common stock of Zigen, Inc., a Texas corporation (“Zigen”), pursuant to an
      exchange agreement by and among the Company, Zigen and the stockholders of
      Zigen
      (the “Exchange Agreement”). As a result of the Exchange Agreement, Zigen became
      a wholly-owned subsidiary of the Company. Zigen was incorporated in the State
      of
      Texas on February 15, 2005. References herein to the Company include
      Zigen.




As
      a
      result of the closing of the Exchange Agreement, the Company issued an aggregate
      of 73,000,000 shares of its common stock to the former shareholders of Zigen
      (in
      exchange for all the outstanding capital stock of Zigen), resulting in the
      former shareholders of Zigen owning approximately 89.8% of the issued and
      outstanding Company common stock. Of this amount, the Company issued 66,430,000
      shares of its common stock to Silver Star Holdings Trust of which Kevan Casey
      is
      Trustee and 6,570,000 shares of its common stock to Carl A. Chase. Additionally,
      Kevan Casey was appointed as chairman and a director and J. Leonard Ivins was
      appointed to serve as chief executive officer, principal accounting officer
      and
      a director. Simultaneous with the closing of the transaction, Mr. Ballard
      resigned his positions as president, chief financial officer and director and
      Ms. Thelan resigned her positions as secretary, treasurer and
      director.





Subsequent
      to the acquisition of Zigen, the Company will focus its efforts for growth
      in
      the area of biotechnology.





Note
      2.  Significant Accounting Policies





*Principles
      of Consolidation*





The
      consolidated financial statements include the accounts of the Company and its
      wholly-owned subsidiary. All significant intercompany transactions and account
      balances have been eliminated.





*Use
      of Estimates*





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities at the date of the balance sheet. Actual results could differ from
      those estimates.





*Cash
      and Cash Equivalents*





Cash
      and
      cash equivalents include cash and all highly liquid financial instruments with
      purchased maturities of three months or less.





*Income
      Taxes*





Income
      taxes are computed using the asset and liability method. Under the asset and
      liability method, deferred income tax assets and liabilities are determined
      based on the differences between the financial reporting and tax bases of assets
      and liabilities and are measured using the currently enacted tax rates and
      laws.
      A valuation allowance is provided for the amount of deferred tax assets that,
      based on available evidence, are not expected to be realized.





*Basic
      Earnings (Loss) Per Share*





The
      Company computes net income (loss) per share pursuant to Statement of Financial
      Accounting Standards No. 128 “Earnings Per Share”. Basic net income (loss) per
      share is computed by dividing income or loss applicable to common shareholders
      by the weighted average number of shares of the Company’s common stock
      outstanding during the period. Diluted net income (loss) per share is determined
      in the same manner as basic net income (loss) per share except that the number
      of shares is increased assuming exercise of dilutive stock options, warrants
      and
      convertible debt using the treasury stock method and dilutive conversion of
      the
      Company’s convertible preferred stock.





*Revenue
      Recognition*





Revenue
      will be recognized when title to the products transfer to the
      purchaser.





*Disclosure
      of Fair Value of Financial Instruments*





The
      Company’s financial instruments include accounts payable. The carrying amounts
      reflected in the balance sheet for financial liabilities classified as current
      liabilities approximate fair value due to the short maturity of such
      instruments.





*Stock
      Options*





On
      May
      25, 2005, the Board of Directors adopted the 2005 Stock Option Plan (the “2005
      Plan”), which allows for the issuance of up to 6,000,000 stock options to
      directors, executive officers, employees and consultants of the Company who
      are
      contributing to the Company’s success. On June 23, 2005, the Board of Directors
      increased the number of stock options for issuance under the 2005 Plan to
      8,000,000. No options may be issued pursuant to the 2005 Plan until the 2005
      Plan has been approved by shareholders of the Company. As of March 31, 2005,
      there were no stock options outstanding pursuant to the 2005 Plan.





During
      December 2002, the FASB issued SFAS No. 148. Statement 148 establishes standards
      for two alternative methods of transition to the fair value method of accounting
      for stock-based employee compensation of FASB SFAS No. 123 “Accounting for
      Stock-Based Compensation” (“SFAS 123”). SFAS 148 also amends and augments the
      disclosure provisions of SFAS 123 and Accounting Principles Board Opinion 28
      "Interim Financial Reporting" to require disclosure in the summary of
      significant accounting policies for all companies of the effects of an entity’s
      accounting policy with respect to stock-based employee compensation on reported
      net income and earnings per share in annual and interim financial statements.
      The transition standards and disclosure requirements of SFAS 148 are effective
      for fiscal years and interim periods ending after December 15, 2002. The Company
      has adopted only the disclosure provisions of this statement. The Company
      accounts for non-employee stock option expense in accordance with SFAS 123
      and
      EITF 96-18.





*Comprehensive
      Income (Loss)*





Comprehensive
      income is defined as all changes in shareholders’ equity, exclusive of
      transactions with owners, such as capital instruments. Comprehensive income
      includes net income or loss, changes in certain assets and liabilities that
      are
      reported directly in equity such as translation adjustments on investments
      in
      foreign subsidiaries, changes in market value of certain investments in
      securities and certain changes in minimum pension liabilities. The Company’s
      comprehensive loss was equal to its net loss for the period inception (February
      15, 2005) through March 31, 2005.





*Recently
      Issued Accounting Standards*





In
      December 2004, the Financial Accounting Standards Board, or FASB, issued
      Statement of Financial Accounting Standards No. 123R “Share-Based Payment” (SFAS
      123R). This statement revises SFAS No. 123, supersedes APB No. 25, and requires
      companies to recognize the cost of employee stock options and other awards
      of
      stock-based compensation based on the fair value of the award as of the grant
      date. The effective date of this pronouncement is as of the beginning of the
      first interim or annual period that begins after June 15, 2005. The Company
      is
      evaluating whether the adoption of FASB No. 123R will have a material effect
      on
      the Company’s consolidated financial position, results of operations or cash
      flows.





In
      December 2004, the FASB published the following two final FASB Staff Positions,
      effective immediately. FAS 109-1, "Application of FASB Statement No. 109,
      Accounting for Income Taxes, to the Tax Deduction on Qualified Production
      Activities Provided by the American Jobs Creation Act of 2004," giving guidance
      on applying FASB Statement No. 109, Accounting for Income Taxes, to the tax
      deduction on qualified production activities provided by the American Jobs
      Creation Act of 2004. FAS 109-2 "Accounting and Disclosure Guidance for that
      Foreign Earnings Repatriation Provision within the American Jobs Creation Act
      of
      2004" provides guidance on the Act's repatriation provision. The Company does
      not believe that the adoption of FAS 109-1 or FAS 109-2 will have a material
      impact on its consolidated financial position, results of operations or cash
      flows.





In
      November 2004, the FASB Emerging Issues Task Force, or EITF, reached a consensus
      in applying the conditions in Paragraph 42 of SFAS No. 144, "Accounting for
      the
      Impairment or Disposal of Long-Lived Assets, in Determining Whether to Report
      Discontinued Operations" (EITF 03-13). Evaluation of whether operations and
      cash
      flows have been eliminated depends on whether (1) continuing operations and
      cash
      flows are expected to be generated, and (2) the cash flows, based on their
      nature and significance, are considered direct or indirect. This consensus
      should be applied to a component that is either disposed of or classified as
      held for sale in fiscal periods beginning after December 15, 2004. The Company
      does not believe that the adoption of EITF 03-13 will have a material impact
      on
      its consolidated financial position, results of operations or cash
      flows.





In
      November 2004, the FASB issued SFAS No. 151, "Inventory Costs—An Amendment of
      ARB No. 43, Chapter 4" (SFAS No. 151). SFAS No. 151 amends the guidance in
      ARB
      No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal
      amounts of idle facility expense, freight, handling costs, and wasted material
      (spoilage). Among other provisions, the new rule requires that items such as
      idle facility expense, excessive spoilage, double freight, and rehandling costs
      be recognized as current-period charges regardless of whether they meet the
      criterion of "so abnormal" as stated in ARB No. 43. SFAS No. 151 is effective
      for fiscal years beginning after June 15, 2005 and is required to be adopted
      by
      the Company in the first quarter of fiscal 2006, beginning on January 1, 2006.
      The Company does not believe the adoption of SFAS No. 151 will have a material
      impact on the consolidated financial position, results of operations and cash
      flows.





Note
      3.  Common
      Stock





Zigen
      issued 1,000 shares of common stock to its founding stockholders in exchange
      for
      $1,000 in cash. On February 25, 2005, the founding stockholders exchanged 100%
      of their common stock for approximately 89.8% of Tabatha I, Inc. as discussed
      in
      Note 1.





Note
      4.  Income
      Taxes





The
      Company follows Statement of Financial Accounting Standards Number 109 (SFAS
      109), “Accounting for Income Taxes.” Deferred income taxes reflect the net
      effect of (a) temporary differences between carrying amounts of assets and
      liabilities for financial purposes and the amounts used for income tax reporting
      purposes and (b) net operating loss carryforwards. No net provision for
      refundable Federal income tax has been made in the accompanying statement of
      loss because no recoverable taxes were paid previously. Similarly, no deferred
      tax assets attributable to the net operating loss carryforward has been
      recognized, as it is not deemed likely to be realized.





The
      provision for refundable Federal income tax consists of the
      following:





March
                31,2005Refundable
                Federal income tax attributable to:Current
                operations
            
            $
            600Less,
                change in valuation allowance
            
            
            (600
            )Net
                refundable amount
            
            $
            -





The
      cumulative tax effect at the expected rate of 34% of significant items
      comprising the Company’s net deferred tax amount is as follows:





March
                31,2005Deferred
                tax asset attributable to:Net
                operating loss carryover
            
            $
            600Less,
                Change in valuation allowance
            
            
            (600
            )Net
                deferred tax asset
            
            $
            -





At
      March
      31, 2005, the Company had an unused net operating loss carryover approximating
      $600.





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





Child,
      Sullivan & Company (“Child Sullivan”) was dismissed on June 9, 2005 as
      Tabatha I, Inc.’s (“Tabatha” or the “Company”) independent auditors. Child
      Sullivan has not prepared an audit report on Tabatha.





During
      the most recent fiscal year ended June 30, 2004, and in the subsequent interim
      periods through the date of dismissal, there were no disagreements with Child
      Sullivan on any matters of accounting principles or practices, financial
      statement disclosure, or auditing scope and procedures which, if not resolved
      to
      the satisfaction of Child Sullivan would have caused Child Sullivan to make
      reference to the matter in their report. Tabatha has requested Child Sullivan
      to
      furnish it a letter addressed to the Commission stating whether it agrees with
      the above statements. A copy of that letter, dated June 10, 2005 is filed as
      Exhibit 16.1 to the Company’s Form 8-K filed on June 13, 2005 with the
      Commission. Lopez, Blevins, Bork & Associates, L.L.P. was engaged on June
      10, 2005 as Tabatha’s principal accountant to audit the financial statements of
      Tabatha for the year ended March 31, 2005. The decision to change accountants
      was approved by the Board of Directors.





On
      or
      about September 30, 2004, the Company advised Comiskey & Co. that it had
      been dismissed and would not be appointed as the Company’s auditors for the
      fiscal year ending June 30, 2005.





The
      reports of Comiskey & Co., for the fiscal years ended June 30, 2000, 2001,
      2002, 2003 and 2004, did not contain any adverse opinion or disclaimer of
      opinion and were not qualified or modified as to any uncertainty, audit scope
      or
      accounting principle.





During
      the Company’s fiscal years ended June 30, 2000, 2001, 2002, 2003 and 2004, and
      from July 1, 2004 to the date of dismissal, there were no disagreements with
      Comiskey & Co. on any matter of accounting principles or practices,
      financial disclosures or auditing scope or procedure. There were no reportable
      events, as described in Item 304 (a) (1) (v) of Regulation S-K, during the
      Company’s fiscal years ended June 30, 2000, 2001, 2002, 2003, and 2004, and from
      July 1, 2004 to the date of dismissal.





On
      September 30, 2004, the Board of Directors appointed Child, Sullivan &
      Company as independent auditors of the Company beginning with the period ending
      September 30, 2004. Prior to the engagement of Child Sullivan, neither the
      Company nor anyone on the Company’s behalf consulted with such firm regarding
      the application of accounting principles to a specified transaction whether
      completed or uncompleted, the type of audit opinion that might be rendered
      on
      the Company’s financial statements or as to any matter that was either a subject
      of a disagreement with the previous independent auditor or was a reportable
      event.





Tabatha
      has requested Lopez, Blevins, Bork & Associates, L.L.P. to review the
      disclosure in this report on Form 8-K and provided Lopez, Blevins, Bork &
      Associates, L.L.P. the opportunity to furnish Tabatha with a letter addressed
      to
      the Commission containing any new information, clarification of Tabatha’s
      expression of its views, or the respects in which Lopez, Blevins, Bork &
      Associates, L.L.P. does not agree with the statements made by Tabatha in this
      report. Lopez, Blevins, Bork & Associates, L.L.P. has advised Tabatha that
      no such letter need be issued.





**ITEM
      8A. CONTROLS AND PROCEDURES**





The
      Company maintains disclosure controls and procedures that are designed to ensure
      that information required to be disclosed in the Company’s reports pursuant to
      the Securities Exchange Act of 1934, as amended, is recorded, processed,
      summarized and reported within the time periods specified in the SEC’s rules and
      forms, and that such information is accumulated and communicated to the
      Company’s management, including its Chief Executive Officer and Chief Financial
      Officer, as appropriate, to allow timely decisions regarding required
      disclosure. In designing and evaluating the disclosure controls and procedures,
      the Company’s management recognized that any controls and procedures, no matter
      how well designed and operated, can provide only reasonable assurance of
      achieving the desired control objectives, and management necessarily was
      required to apply its judgment in evaluating the cost-benefit relationship
      of
      possible controls and procedures.





The
      nature of the business and the size of the Company have prevented the Company
      from being able to employ sufficient resources to enable it to have adequate
      segregation of duties within its internal control system. This condition is
      considered a reportable condition and has been discussed with the Board of
      Directors. The Company will continue to monitor and assess the costs and
      benefits of additional staffing in the accounting area.





**ITEM
      8B. OTHER INFORMATION**





Not
      applicable.





**PART
      III**





**ITEMS
      9, 10, 11 AND 12**





These
      items have been omitted in accordance with the general instructions to Form
      10-KSB. The information required by these items will be included in the
      Company’s definitive proxy or information statement to be filed no later than
      July 31, 2005, and are incorporated by reference in this annual
      report.





The
      Company has adopted a Code of Ethics, included in this report as Exhibit 14.1,
      that applies to all of its directors, officers (including its chief executive
      officer, chief financial officer, chief accounting officer and any person
      performing similar functions) and employees.





**ITEM
      13. EXHIBITS**





Exhibit
                No.
            Description3.1
            Articles
                of Incorporation (incorporated by reference to Exhibit 3.1 from
                Registration Statement on Form-SB filed with the Securities and Exchange
                Commission on October 11, 2000)3.2
            Bylaws
                of Tabatha I, Inc. (incorporated by reference to Exhibit 3.2 from
                Registration Statement on Form-SB filed with the Securities and Exchange
                Commission on October 11, 2000)4.1
            Specimen
                of Stock Certificate (incorporated by reference to Exhibit 4.1 from
                Registration Statement on Form-SB filed with the Securities and Exchange
                Commission on October 11, 2000)4.2
            Specimen
                Class A Convertible Preferred Stock Certificate (incorporated by
                reference
                to Exhibit 4.2 from Registration Statement on Form-SB filed with
                the
                Securities and Exchange Commission on October 11, 2000)14.1
            Code
                of Ethics (filed herewith)10.1
            Exchange
                Agreement between Tabatha I, Inc. and Zigen, Inc. dated February
                25, 2005
                (incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed
                with the Securities and Exchange Commission of May 31,
                2005)31.1
            Certification
                pursuant to Rule 13a-14(a) or 15d-14(a)
                under the Securities Exchange Act of 1934, as amended (filed
                herewith)32.1
            Certification
                pursuant to 18 U.S.C. Section 1350, as
                adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                (filed herewith)








**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND
      SERVICES**





This
      item
      has been omitted in accordance with the general instructions to Form 10-KSB.
      The
      information required will be included in the Company’s definitive proxy or
      information statement to be filed no later than July 31, 2005, and is
      incorporated by reference in this annual report.








**SIGNATURES**







Pursuant
      to the requirements of Section 13 or 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


**TABATHA
      I, INC.**





By: /s/
      J.
      Leonard Ivins ___________


J.
      Leonard Ivins, Chief Executive Officer





Date:
      June 29, 2005





Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the Registrant and in the
      capacities and on the dates indicated.





Signature     Title    Date








/s/
      Kevan Casey    Chairman
      of the Board   June
      29,
      2005


Kevan
      Casey














/s/
      J.
      Leonard Ivins    Chief
      Executive Officer,   June
      29,
      2005


J.
      Leonard Ivins    Principal
      Accounting
      Officer


and Director





**INDEX
      TO EXHIBITS**





Exhibit
                No.
            Description3.1
            Articles
                of Incorporation (incorporated by reference to Exhibit 3.1 from
                Registration Statement on Form-SB filed with the Securities and Exchange
                Commission on October 11, 2000)3.2
            Bylaws
                of Tabatha I, Inc. (incorporated by reference to Exhibit 3.2 from
                Registration Statement on Form-SB filed with the Securities and Exchange
                Commission on October 11, 2000)4.1
            Specimen
                of Stock Certificate (incorporated by reference to Exhibit 4.1 from
                Registration Statement on Form-SB filed with the Securities and Exchange
                Commission on October 11, 2000)4.2
            Specimen
                Class A Convertible Preferred Stock Certificate (incorporated by
                reference
                to Exhibit 4.2 from Registration Statement on Form-SB filed with
                the
                Securities and Exchange Commission on October 11, 2000)14.1
            Code
                of Ethics(filed herewith)10.1
            Exchange
                Agreement between Tabatha I, Inc. and Zigen, Inc. dated February
                25, 2005
                (incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed
                with the Securities and Exchange Commission of May 31,
                2005)31.1
            Certification
                pursuant to Rule 13a-14(a) or 15d-14(a)
                under the Securities Exchange Act of 1934, as amended (filed
                herewith)32.1
            Certification
                pursuant to 18 U.S.C. Section 1350, as
                adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                (filed herewith)