SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                         Quarterly Report For The Period
                              Ended March 31, 2002

                          Commission File No. 001-31669


                                   TARI, INC.
                 (Name of small business issuer in its charter)

                                     Nevada
         (State or other jurisdiction of Incorporation or Organization)

                                   98-0339-560
                     (I.R.S. Employer Identification Number)

                     9 Langton Close Woking, Surrey, England
                          Phone: (011) 44 1483 850 329

   (Address, including zip code and telephone number, including area code, of
                        registrant's executive offices)

                  Securities registered under Section 12(b) of
                               the Exchange Act:
                                      none

                  Securities registered under Section 12(g) of
                               the Exchange Act:
                                  Common Stock
                                (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 of 1934 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 ____.

The number of shares of the registrant's only class of common stock issued and
outstanding, as of December 31, 2002 was 2,500,000 common shares.

                                       1
<PAGE>


PART ITEM 1. FINANCIAL STATEMENTS.

     The un-audited financial statements for the three-month period ended June
30, 2002 are attached hereto.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     The following discussion should be read in conjunction with our audited
financial statements and notes thereto included herein. In connection with, and
because we desire to take advantage of, the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange Commission. Forward looking
statements are statements not based on historical information and which relate
to future operations, strategies, financial results or other developments.
Forward looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control and many
of which, with respect to future business decisions, are subject to change.
These uncertainties and contingencies can affect actual results and could cause
actual results to differ materially from those expressed in any forward looking
statements made by, or our behalf. We disclaim any obligation to update forward
looking statements.

History And  Organization

Tari, Inc. (the "Company") was recently  incorporated
under  the laws of the state of Nevada  on May 2,  2001.  We have not  commenced
business operations and we are considered a pre-exploration stage enterprise. To
date, our activities have been limited to  organizational  matters,  obtaining a
mining  engineer's  report and the  preparation  and filing of the  registration
statement  of  which  this   prospectus  is  a  part.  In  connection  with  the
organization of our company, the founding shareholder of our company contributed
an aggregate of $25,000 cash in exchange for  2,500,000  shares of common stock.
We have no significant  assets, and we are totally dependent upon the successful
completion  of this  offering and receipt of the proceeds  there from,  of which
there is no  assurance,  for the  ability  to  commence  our  proposed  business
operations.

Proposed  Business
On May 15, 2001,  we acquired a 20 year mining lease from Kim
Drossulis,  the owner of two un-patented lode mineral claims, sometimes referred
to as the "SP Project," located approximately 20 miles southeast of Reno, Nevada
and about 1.5 miles from Virginia City,  Nevada.  Mr.  Drossulis was referred to
Tari by Trevor Isfeld, a business  associate of Amy Chuang.  Mr. Isfeld has been
involved in several gold mining ventures.  An un-patented  claim is one in which
more assessment work is necessary  before all mineral rights can be claimed.  We
are  presently in the  pre-exploration  stage and there is no  assurance  that a
commercially  viable  precious  mineral  deposit  exists in our  property  until
appropriate geological exploration is done and a final comprehensive  evaluation
concludes  that  there is  economic  and legal  feasibility  to  conduct  mining
operations.

The exploration program proposed by Tari is designed to determine whether mining
operations  would be  economically  feasible.  It is  uncertain at this time the
precise  quantity of minerals in the property that would  justify  actual mining


                                       2
<PAGE>

operations.  Some of the factors that would be used by to  determine  whether to
proceed  with mining  operations  would be the data  generated  by our  proposed
exploration  program.  This data will be  evaluated  to  confirm  that a mineral
deposit is sufficiently  defined on three or more sides. Another factor would be
investigation  into whether a buyer or a market  exists for the minerals and the
prevailing market price for the minerals.

A  lease  for the  claims  was  executed  by us with  Mr.  Drossulis  who is our
landlord.  Under the terms of the lease,  Tari may extend the initial term of 20
years for one additional  period of 20 years provided that all conditions of the
lease  have  previously  been  met.  Tari has the  exclusive  possession  of the
property for mining  purposes  during the term of the lease.  Under the terms of
the  lease,  Tari  must pay an annual  royalty  as  follows,  of which the first
payment of $5,000 has already been made:



Anniversary Date                           Amount
----------------                           ------
May 15, 2002                             $10,000.00
May 15, 2003                             $15,000.00
May 15, 2004                             $20,000.00
May 15, 2005                             $25,000.00
May 15, 2006 and thereafter              $50,000.00



If Tari fails to meet the above lease  payments,  the lease may be terminated if
the landlord  gives written  notice of such  default.  After receipt of default,
Tari has 15 days to cure the default.  In addition,  the lease may be terminated
if Tari fails to make federal,  state, and county maintenance payments or filing
fees at least 15 days prior to due date. In that event, the landlord must notify
Tari of a  possible  default.  After 10 days,  if the  default  is not cured the
landlord  may  initiate  payment on the  claims.  Tari will be able to cure this
default  by  reimbursing  all  federal,  state and county  payments  made by the
landlord plus a 20% penalty within 30 days.

Under applicable federal, state, and county laws and regulations,  annual mining
claim  maintenance  or  rental  fees  are  required  to be paid by Tari  for the
un-patented  mining claims which  constitute all or part of the leased property,
beginning  with the  annual  assessment  work  period  of  September  1, 2002 to
September 1, 2003.  Tari must timely and properly  pay the federal,  state,  and
county  annual  mining claim  maintenance  or rental fees,  and must execute and
record or file,  as  applicable,  proof of payment of the  federal,  state,  and
county  annual  mining  claim  maintenance  or  rental  fees and the  landlord's
intention to hold the un-patented  mining claims. If Tari does not terminate the
agreement  before June 1 of any  subsequent  lease year,  Tari will be obligated
either to pay the federal,  state, and local annual mining claim  maintenance or
rental fees for the property due that year or to reimburse the landlord.

Tari also has the right to buy out the  landlord's  interest in  exchange  for a
payment of  $5,000,000  from which  royalty  payments made up to the time of the
buyout may be deducted.  If a buyout  occurs,  Tari must also pay the landlord a
perpetual 4% royalty on all minerals recovered from the property.
The lease may be  terminated  at any time by Tari  provided that we give written
notice 30 days prior to  relinquishing  the leased  property.  In the event Tari
desires to terminate the agreement  after June 1 of any year, we are responsible
for all  federal,  state,  and county  maintenance  and filing fees for the next
assessment year regarding the leased property.  In addition,  we must deliver to
the landlord in reproducible  form all data generated or obtained for the leased


                                       3
<PAGE>

property,  whether factual or  interpretive.  Finally,  we must quitclaim to the
landlord all claims located or acquired by us.

Our business  activities to date have been restricted to obtaining a report from
our mining  engineer,  Edward P.  Jucevic,  and  preparing  this  offering.  Mr.
Jucevic's  report details the geological and mining history of the claims leased
by Tari,  including the land status,  climate,  geology and mineralization.  Mr.
Jucevic  has not  performed  any  actual  exploration  on the  property  for us.
Instead, Mr. Jucevic has reviewed the available literature on our claims and the
surrounding areas.

Mr. Jucevic has concluded that based upon previous  exploration  activity in the
area,  sufficient  evidence exists to warrant further  exploration on the leased
property which could then lead to actual mining operations.  Tari has leased two
"SP" un-patented lode mining claims, SP #1 and SP #2,  comprising  approximately
30 acres.  These claims are recorded in the Storey County  recorder's office and
with the United States Bureau of Land Management  (BLM).  The BLM serial numbers
are NMC # 823682,  823683 with title held by Mr. Kim Drossulis,  our lessor. The
land on which the  claims  are  located  belongs  to the  United  States  Forest
Service. All requisite federal and state fees and filings have been paid and are
current.

The SP claims are located  within a cluster of patented  mining  claims of third
party ownership. As part of our exploration program, Mr. Jucevic has recommended
that four  neighboring  patented claims be leased by us. We estimate the cost of
leasing these claims to be $5,000 each for one year for a total of $20,000.

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

A two  phase  exploration  and  drilling  program  has been  proposed.  Phase 1,
including a recommendation to lease four neighboring patented claims and perform
drilling and assaying,  with estimated  costs of $89,000,  followed by a Phase 2
with estimated costs of $82,000.  The purpose of this offering is to finance the
implementation  of Phase I. Phase 2 would  involve more  extensive  drilling and
assaying.  If commercially viable  mineralization is found, of which there is no
assurance,  we anticipate that development costs would range between  $2,000,000
to $12,000,000,  depending upon the type of mineralization,  the rate of return,
the production rate, and the type of mining and ore processing that is utilized.

Mr. Jucivec is a mining engineer with offices at 1100 15th St., No. 95C, Sparks,
NV 89431.  He graduated  from the  Colorado  School of Mines with an Engineer of
Mines Degree in 1961, and graduated from the University of Nevada,  Reno, Mackay
School of Mines with a Masters Degree in  Metallurgical  Engineering in 1970. He
is a Registered Professional Mining Engineer.  Registration Number: 2995-Nevada:
Registration  Number  13691-Arizona  and licensed to work  throughout the United
States. He has been practicing the profession since graduating from the Colorado
School of Mines. In addition, Mr. Jucivec is a member of the Society for Mining,
Metallurgy,  and Exploration Engineers and the Geological Society of Nevada. Mr.
Jucivec  has no direct or indirect  interest in the SP property  and will not be


                                       4
<PAGE>

given any an interest  in Tari's  mining  claims or  securities.  Mr.  Jucivec's
report,  dated  May 9,  2001,  is  based on his  examination  of  published  and
unpublished reports, maps, cross-sections, geochemical data and drill data.

Location and Access

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

Claim Status

Tari has obtained a mining lease on two valid  un-patented lode mining claims on
file with the United  States  Bureau of Land  Management  (BLM) records in Reno,
Nevada  in the name of Kim  Drussolis.  The  claims  are  filed  with the BLM as
follows:



CLAIM NAME                          BLM SERIAL NUMBER
----------                          -----------------
SP-1                                NMC 823682
SP-2                                NMC 823683



The leased property is comprised of approximately 30 acres. Rental fees assessed
by the BLM are $200.00 annually and intent to hold fees assessed by the State of
Nevada are  $11.00.  These fees have been paid  through  August  31,  2002.  The
surrounding  land is owned by the United States  Forest  Service and is open for
staking.  Mr. Jucevic  recommends that at least 3 additional  patented claims be
leased  owing to a cluster  of claims  within a probable  mineralized  area that
includes our claims.

Climate And Local Resources

The claims  leased by Tari are located at  elevations  ranging from 5900 to 7950
feet in gently  rolling  hills  covered with  sagebrush  and Pinion  pines.  The
climate  is  temperate   with  moderate  snow  cover  from  December  to  March.
Groundwater is plentiful. Power lines are located near the property. The closest
population  center is  Virginia  City,  Nevada,  located  about 1.5 miles to the
northeast.

Our Proposed Exploration Program

We must conduct exploration to determine what amount of minerals,  if any, exist
on our  leasehold,  and if any  minerals  which are  found  can be  economically
extracted  and  profitably  processed.  Our  exploration  program is designed to
economically explore and evaluate our claims.

We do not claim to have any minerals or reserves  whatsoever at this time on any
of our claims.  We intend to implement an exploration  program and to proceed in
the following two phases:

Phase I will cost  $89,000.00.  Under Phase I, we intend to lease four  patented
claims in the area in addition  to our claims.  Leasing  these  patented  claims
consolidates the area of our claims in the event and allows for us to expand our


                                       5
<PAGE>

potential  development  beyond the boundaries of the claims  currently leased by
us. In addition, fractional unclaimed land between the these patented claims and
our claims will be staked as the first step in the technical  evaluation.  Then,
the existing  geological  mapping base will be expanded along with rock and soil
sampling.  Five drill holes are then proposed to test depth  extensions of a 100
foot air track hole  drilled in 1981.  This would  include one hole drilled as a
twin to the hole drilled in 1981 and the other four as 100' or 200'  stepouts in
a star pattern around the center hole.  Two additional  holes are proposed based
on data generated from the geologic mapping and rock and soil sampling.


<TABLE>

Work Program Recommended                                                    Cost
------------------------                                                    ----
PHASE I
Lease four patented claims                                                 $20,000
Claim Staking                                                                1,000.
Claim Filing Fees                                                            1,000.
Geological Mapping + Map compilation                                         5,000.
Soil and Rock Sampling                                                       2,000.
Bonding for Drill Program                                                    5,000.
Drill Site Construction                                                      3,000.
Drilling (reverse circulation; 7 holes , 500' ea. @ $10/ft)                 35,000.
Assay Drill Samples (350 @ ~$12 ea)                                          4,000
Wages, Per Diem, Vehicle - Drill Geologist                                   8,000.
Reclamation                                                                  5,000.
                                                                           --------
                                                                           $89,000.
<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>



Upon  completion of Phase I, we will  determine  whether to proceed to Phase II.
Justification  for continuing into a Phase II program on our property is largely
dependent  upon drill results from the seven proposed holes planned during Phase
1. Leasing adjacent patented claims is important, but failure to do so would not
stop the exploration  program from continuing to Phase II. If one or more of the
proposed  holes drilled in Phase I returns a find of  mineralization  similar in
grade and in  thickness  as  previously  discovered  in the 1981 hole, a Phase 2
program  would be  considered.  Gold  assays  of 0.012  ounces  per ton would be
sufficient  to  justify  proceeding  to Phase II.  This phase  would  consist of
drilling  an  additional  10 holes to a depth  of 500 feet  each and  thereafter
collect and analyze assays. The cost of Phase II would be approximately $82,000.

Competitive Factors

The mineral industry is fragmented.  We compete with other exploration companies
looking  for a  variety  of  mineral  reserves.  We may  be one of the  smallest
exploration  companies in  existence.  Although we will be competing  with other
exploration companies, there is no competition for the exploration or removal of
minerals from our property. Readily available markets exist in North America and
around  the  world for the sale of  minerals.  Therefore,  we intend to  develop
mining claims to the production point in which major mining production companies
would  seriously  consider  pursuing the property as a valuable and  significant
acquisition.

                                       6
<PAGE>

Regulations

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

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

We would be subjected to the B.L.M. rules and regulations  governing exploration
on federal lands including a draft environmental impact statement or EIS, public
hearings and a final EIS. The final EIS would address county and state needs and
requirements  and would cover  issues and permit  requirements  concerning:  air
quality,  heritage resources  (potentially  valuable cultural artifacts that are
more than 50 years  old such as cabins  that may be  located  on the  property),
geology,  energy,  noise,  soils,  surface and ground  water,  wetlands,  use of
hazardous chemicals,  vegetation,  wildlife, recreation, land use, socioeconomic
impact,  scenic resources,  health and welfare,  transportation and reclamation.
Bonding requirements for mining are developed from the final EIS.

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

Employees

Initially,  we intend to use the  services of  subcontractors  for manual  labor
exploration  work  on  our  properties.  Tari  will  consider  hiring  technical
consultants  as funds from this  offering and  additional  offerings or revenues
from  operations  in the future  permit.  At present,  our only  employee is Ms.
Chuang.

Employees and Employment Agreements

At present, we have no employees,  other than Ms. Chuang, our president and sole
director who has received no compensation for her services.  Ms. Chuang does not
have an employment agreement with us. We presently do not have pension,  health,
annuity,  insurance,  stock options,  profit  sharing or similar  benefit plans;
however,  we may adopt  plans in the  future.  There are  presently  no personal
benefits available to any employees.

DESCRIPTION OF PROPERTY

A  lease  for the  claims  was  executed  by us with  Mr.  Drossulis  who is our


                                       7
<PAGE>

landlord.  Under the terms of the lease,  Tari may extend the initial term of 20
years for one additional  period of 20 years provided that all conditions of the
lease  have  previously  been  met.  Tari has the  exclusive  possession  of the
property for mining purposes during the term of the lease.

Under the terms of the lease,  Tari must pay an annual  royalty as  follows,  of
which the first payment of $5,000 has already been made:



Anniversary Date                           Amount
----------------                           ------
May 15, 2002                             $10,000.00
May 15, 2003                             $15,000.00
May 15, 2004                             $20,000.00
May 15, 2005                             $25,000.00
May 15, 2006 and thereafter              $50,000.00



If Tari fails to meet the above lease  payments,  the lease may be terminated if
the landlord  gives written  notice of such  default.  After receipt of default,
Tari has 15 days to cure the default.  In addition,  the lease may be terminated
if Tari fails to make federal,  state, and county maintenance payments or filing
fees at least 15 days prior to due date. In that event, the landlord must notify
Tari of a  possible  default.  After 10 days,  if the  default  is not cured the
landlord  may  initiate  payment on the  claims.  Tari will be able to cure this
default  by  reimbursing  all  federal,  state and county  payments  made by the
landlord plus a 20% penalty within 30 days.

Under applicable federal, state, and county laws and regulations,  annual mining
claim  maintenance  or  rental  fees  are  required  to be paid by Tari  for the
un-patented  mining claims which  constitute all or part of the leased property,
beginning  with the  annual  assessment  work  period  of  September  1, 2002 to
September 1, 2003.  Tari must timely and properly  pay the federal,  state,  and
county  annual  mining claim  maintenance  or rental fees,  and must execute and
record or file,  as  applicable,  proof of payment of the  federal,  state,  and
county  annual  mining  claim  maintenance  or  rental  fees and the  landlord's
intention to hold the un-patented  mining claims. If Tari does not terminate the
agreement  before June 1 of any  subsequent  lease year,  Tari will be obligated
either to pay the federal,  state, and local annual mining claim  maintenance or
rental fees for the property due that year or to reimburse the landlord.

Tari also has the right to buy out the  landlord's  interest in  exchange  for a
payment of  $5,000,000  from which  royalty  payments made up to the time of the
buyout may be deducted.  If a buyout  occurs,  Tari must also pay the landlord a
perpetual 4% royalty on all minerals recovered from the property.

The lease may be  terminated  at any time by Tari  provided that we give written
notice 30 days prior to  relinquishing  the leased  property.  In the event Tari
desires to terminate the agreement  after June 1 of any year, we are responsible
for all  federal,  state,  and county  maintenance  and filing fees for the next
assessment year regarding the leased property.  In addition,  we must deliver to
the landlord in reproducible  form all data generated or obtained for the leased
property,  whether factual or  interpretive.  Finally,  we must quitclaim to the
landlord all claims acquired by us.

                                       8
<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

We are a start-up, pre-exploration stage company and have not yet generated or
realized any revenues from our business operations.

Our auditors have issued a going concern opinion. This means that our auditors
believe there is doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated any revenues and no revenues are anticipated until
we begin removing and selling minerals. Accordingly, we must raise cash from
sources other than the sale of minerals found on our property. Our only other
source for cash at this time is investments by others in our company. We must
raise cash to implement our project and stay in business.

To meet our need for cash we are attempting to raise money from this offering.
There is no assurance that we will be able to raise enough money through this
offering to stay in business. Whatever money we do raise will be applied first
to exploration and then to development, if development is warranted. If we do
not raise all of the money we need from this offering, we will have to find
alternative sources, like a second public offering, a private placement of
securities, or loans from our officers or others. At the present time, we have
not made any arrangements to raise additional cash, other than through this
offering. If we need additional cash and cannot raise it, we will either have to
suspend operations until we do raise the cash, or cease operations entirely.

We will be conducting research in connection with the exploration of our
property. We are not going to buy or sell any plant or significant equipment. We
do not expect a change in our number of employees.

Limited Operating History; Need for Additional Capital


There is no historical financial information about our company upon which to
base an evaluation of our performance. We are pre-exploration stage company and
have not generated any revenues from operations. We cannot guarantee we will be
successful in our business operations. Our business is subject to risks inherent
in the establishment of a new business enterprise, including limited capital
resources, possible delays in the exploration of our properties, and possible
cost overruns due to price and cost increases in services.

To become profitable and competitive, we conduct research and exploration of our
properties. We are seeking equity financing to provide for the capital required
to implement our research and exploration phases.

We have no assurance that future financing will be available to us on acceptable
terms. If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in
additional dilution to existing shareholders.

Results of Operations

From Inception on May 2, 2001

We just recently acquired our first interest in lode mineral claims. At this
time we have not yet commenced the research and/or pre-exploration stage of our
mining operations on that property. We have paid $5,000 for a mining lease. As
of December 31, 2002 we had incurred losses of $60,091.



                                       9
<PAGE>

Plan of Operations

Since inception, we have used our common stock to raise money for our property
acquisition, for corporate expenses and to repay outstanding indebtedness. Net
cash provided by financing activities from inception on May 2, 2001 to May 31,
2001 was $25,000 as a result of proceeds received from our president and sole
director. Our business activities to date have been restricted to obtaining a
mining engineer's report and preparing this offering.

Tari's plan of operations for the next twelve months is to undertake Phase I of
the drilling and exploration program. We can commence Phase I assuming at least
50% of the offering is sold. However, the total cost of Phase I is estimated to
be $89,000.00 and therefore can not be completed unless approximately 85% the
offering is sold. We have no plan to engage in any alternative business if Tari
ceases or suspends operations as a result of not having enough money to complete
any phase of the exploration program.

Phase I will involve leasing of neighboring patented claims at an estimated cost
of $20,000. Filing and claim staking fees are anticipated to be $2,000. We will
then initiate drilling for soil sample areas of potential interest including 7
holes 500 feet deep in the suspected areas that indicate the presence of ore.
Costs associated with this activity will include $5,000 for geological mapping,
$2,000 for soil and rock sampling, $5,000 for bonding the drilling program,
$3,000 for drill site construction, $35,000 for drilling, $4,000 for assaying
drill samples, $8,000 for a geologist and $5,000 for reclamation. The total cost
of Phase I is estimated to be $89,000 and will take approximately two months to
complete.

Upon completion of Phase I, we will determine whether to proceed to Phase II.
The discovery of mineralization during the Phase I program consistent with
discoveries made on our claims in 1981 will be sufficient justification to
proceed to Phase II. Phase II is designed to further identify areas of
mineralization on our claims. In addition, we will may make investigations into
whether a buyer or a market exists for our mineral products and analyze whether
the minerals can be extracted by us for a profit.

This offering will only be adequate to finance Phase I. Assuming we decide to
proceed with Phase II, we will be required to obtain additional financing. Phase
II will consist of more extensive drilling of 10 holes averaging 500 fee deep to
determine the extent, depth and dip of ore discovered in Phase I. We anticipate
incurring costs of $3,000 for drill site construction, $50,000 for drilling,
$12,000 for assays, $12,000 for a geologist and $5,000 for reclamation in Phase
II. It is anticipated that Phase II will cost approximately $82,000 and take
approximately two months to complete.

Liquidity and Capital Resources

As of the date of this registration statement, we have yet to generate any
revenues from our business operations. Since our inception, Ms. Chuang has paid
$25,000 in cash in exchange for 5,000,000 shares of common stock. This money has
been utilized for organizational and start-up costs and as operating capital. As
of December 31, 2002 we had sustained operating losses of $60,091.

We will be required to sell at least 50% of this offering before commencing
Phase I of our planned exploration program. In addition, unless approximately
85% of the offering is sold, we will not be able to complete Phase I. Assuming
sufficient funds are raised in this offering to complete Phase I, we will be
able evaluate within the next 12 months whether to proceed with Phase II. Should
we decide to proceed with Phase II, we will be required to raise an additional
$89,000.00.

According to the terms or our mining lease, we are obligated by May 15, 2002 to
pay a minimum royalty of $10,000. We will be required to renegotiate the terms
of the mineral lease in the event we are unable to raise sufficient funds in
time to meet this obligation.

                                       10
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Exchange Act, the Company carried out an
evaluation of the effectiveness of the design and operation of the Company's
disclosure controls and procedures within the 90 days prior to the filing date
of this report. This evaluation was carried out under the supervision and with
the participation of the Company's management, including the Company's Chief
Executive Officer and Company's Chief Financial Officer. Based upon that
evaluation, the Company's Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective.
There have been no significant changes in the Company's internal controls or in
other factors, which could significantly affect internal controls subsequent to
the date the Company carried out its evaluation.

Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in Company reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in Company reports filed under the Exchange Act is
accumulated and communicated to management, including the Company's Chief
Executive Officer and Chief Financial Officer, to allow timely decisions
regarding required disclosure.


                                       11
<PAGE>


                           PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

     There are no material legal proceedings to which we (or any of our officers
and directors in their capacities as such) is a party or to which our property
is subject and no such material proceedings is known by our management to be
contemplated.

ITEM 2. CHANGES IN SECURITIES - NONE

ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE

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

     NONE

ITEM 5. OTHER INFORMATION - NONE

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -

     (a) Exhibits - 99.1

     (b)  Reports  on Form 8-K - NONE




                                    SIGNATURE

In accordance with the requirements of the Securities and Exchange Act of 1934,
as amended, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                              BREAM VENTURES, INC.

Dated: April 15, 2003
/s/ THEODORE TSAGKARIS
THEODORE TSAGKARIS
Chief Executive Officer


















                                       12
<PAGE>
































                                       13
<PAGE>

                                 CERTIFICATIONS*


I, THEODORE TSAGKARIS, certify that;

1.   I have reviewed this quarterly report on Form10-QSB of Tari, Inc.;

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

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

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

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

b)   evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

a)   all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

b)   any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other facts that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

                                       14
<PAGE>

Date: April 15, 2003

/s/ THEODORE TSAGKARIS
THEODORE TSAGKARIS
Chief Executive Officer

*Provide a separate certification for each principal executive officer and
principal financial officer of the registrant. See Rules 13a-14 and 15d-14. The
required certification must be in the exact form set forth above.













































                                       15
<PAGE>

Exhibit 99.1
                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                           AND CHIEF FINANCIAL OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, THEODORE TSAGKARIS, Chief Executive Officer and Chief Financial Officer,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-QSB of
Tari, Inc. for the quarterly period ended June 30, 2002 fully
complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that the information contained in the Quarterly Report
on Form 10-QSB fairly presents in all material respects the financial condition
and results of operations of Bream Ventures, Inc.
By:
/s/THEODORE TSAGKARIS
THEODORE TSAGKARIS
Chief Executive Officer &
Chief Financial Officer
Date: April 15, 2003


































                                       16
<PAGE>
<TABLE>
<CAPTION>




                                    TARI INC.
                        (A Pre-exploration Stage Company)
                             INTERIM BALANCE SHEETS
                        June 30, 2002 and March 31, 2002
                             (Stated in US Dollars)
                                   (Unaudited)



                                                     ASSETS
                                                                                 June 30,           March 31
                                                                                   2002               2002
                                                                                   ----               ----
Current
   Cash                                                                      $        1,035      $            -


                                                   LIABILITIES
Current
   Bank indebtedness                                                        $             -      $           39
   Accounts payable and accrued liabilities                                          13,912              12,827
   Due to shareholders                                                                4,655               1,830

                                                                                     18,567              14,696


                                            STOCKHOLDERS' DEFICIENCY
Preferred stock, $0.001 par value
     10,000,000 shares authorized, none outstanding
Common stock, $0.001 par value
    100,000,000 shares authorized
      2,500,000 shares issued                                                         2,500               2,500
Additional paid-in capital                                                           22,500              22,500
Deficit accumulated during the pre-exploration stage                            (    42,532)        (    39,696)

                                                                                (    17,532)        (    14,696)

                                                                            $         1,035      $            -

<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>


                                       17
<PAGE>
<TABLE>
<CAPTION>



                                    TARI INC.
                        (A Pre-exploration Stage Company)
                        INTERIM STATEMENTS OF OPERATIONS
                for the three months ended June 30, 2002, for the
                 period May 2, 2001 to June 30, 2001 and for the
                  period May 2, 2001 (Date of Incorporation) to
                                  June 30, 2002
                             (Stated in US Dollars)
                                   (Unaudited)


                                                                                                    May 2, 2001
                                                             Three months       May 2, 2001       (Date of Incor-
                                                                ended                to            -poration) to
                                                            June 30, 2002      June 30, 2001       June 30, 2002
                                                            -------------      -------------       -------------
Expenses
   Audit and accounting fees                               $          1,000   $              -   $          7,533
   Bank charges                                                          75                 53                269
   Consulting fees                                                        -                  -              5,000
   Incorporation costs                                                    -                900                900
   Legal fees                                                             -                  -             21,601
   Office expenses                                                        -                  -                268
   Resource property - Note 3                                         1,556              5,000              6,756
   Transfer agent and filing fees                                       205                  -                205

Net loss for the period                                    $  (       2,836)  $  (       5,953)  $  (      42,532)

Net loss per share                                         $  (       0.01)   $  (       0.02)

Weighted average number of shares outstanding                     2,500,000            267,123

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</TABLE>


                                       18
<PAGE>
<TABLE>
<CAPTION>


                                    TARI INC.
                        (A Pre-exploration Stage Company)
                        INTERIM STATEMENTS OF CASH FLOWS
                for the three months ended June 30, 2002, for the
                 period May 2, 2001 to June 30, 2001 and for the
               period May 2, 2001 (Date of Incorporation) to June
                                30, 2002 and 2001
                             (Stated in US Dollars)
                                   (Unaudited)


                                                                                                    May 2, 2001
                                                             Three months       May 2, 2001       (Date of Incor-
                                                                ended                to            poration) to
                                                            June 30, 2002      June 30, 2001       June 30, 2002
                                                            -------------      -------------       -------------
Cash Flows from Operating Activities
   Net loss for the period                                 $  (       2,836)  $  (       5,953)  $  (      52,532)
   Change in non-cash working capital items
    related to operations:
     Prepaid expenses                                                     -      (      11,000)                 -
     Accounts payable and accrued liabilities                         1,085                  -             23,912

                                                              (       1,751)     (      16,953)     (      28,620)

Cash Flows provided by Financing Activities
   Due to shareholders                                                2,825                  -              4,655
   Proceeds from shares issued                                            -             25,000             25,000

                                                                      2,825             25,000             29,655

Increase in cash during the period                                    1,074              8,047              1,035

Cash (bank indebtedness), beginning of the period             (          39)                 -                  -

Cash, end of the period                                    $          1,035   $          8,047   $          1,035

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

     Income taxes                                           $             -   $              -    $             -


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</TABLE>


                                       19
<PAGE>
<TABLE>
<CAPTION>


                                    TARI INC.
                        (A Pre-exploration Stage Company)
                       INTERIM STATEMENTS OF STOCKHOLDERS'
                 DEFICIENCY for the period May 2, 2001 (Date of
                         Incorporation) to June 30, 2002
                             (Stated in US Dollars)
                                   (Unaudited)


                                                                                               Deficit
                                                                                             Accumulated
                                                                           Additional        During the
                                               Common Shares                Paid-in        Pre-exploration
                                     -----------------------------------
                                          Number          Par Value         Capital             Stage             Total

Capital stock issued for cash
                      - at $0.01            2,500,000 $          2,500  $         22,500 $              -    $         25,000
Net loss for the period ended
 March 31, 2002                                     -                -                 -    (      39,696)      (      39,696)

Balance, March 31, 2002                     2,500,000            2,500            22,500    (      39,696)      (      14,696)

Net loss for the period ended  June
30, 2002                                            -                -                 -    (       2,836)      (       2,836)

Balance, June 30, 2002                      2,500,000 $          2,500  $         22,500 $  (      42,532)   $  (      17,532)


<S>     <C>    <C>    <C>    <C>    <C>    <C>
</TABLE>


                                       20
<PAGE>


                                    TARI INC.
                        (A Pre-exploration Stage Company)
                         NOTES TO THE INTERIM FINANCIAL
                 STATEMENTS for the period May 2, 2001 (Date of
                         Incorporation) to June 30, 2002
                             (Stated in US Dollars)
                                   (Unaudited)


Note 1        Interim Reporting

              While information presented in the accompanying interim financial
              statements is unaudited, it includes all adjustments which are, in
              the opinion of management, necessary to present fairly the
              financial position, results of operations and cash flows for the
              interim period presented. All adjustments are of a normal
              recurring nature. It is suggested that these interim financial
              statements be read in conjunction with the Company's March 31,
              2002 financial statements.

Note 2        Continuance of Operations

              The financial statements have been prepared using generally
              accepted accounting principles in the United States of America
              applicable for a going concern which assumes that the Company will
              realize its assets and discharge its liabilities in the ordinary
              course of business. As at June 30, 2002, the Company has a working
              capital deficiency of $17,532, which is not sufficient to meet its
              planned business objective or to fund mineral property
              expenditures and ongoing operations for the next fiscal year. The
              Company has accumulated losses of $42,532 since its commencement.
              Its ability to continue as a going concern is dependent upon the
              ability of the Company to obtain the necessary financing to meet
              its obligations and pay its liabilities arising from normal
              business operations when they come due.

Note 3        Commitments

              a)  Mining Lease

                  By a lease agreement effective May 15, 2001 and amended on
                  April 5, 2002, the Company was granted the exclusive right to
                  explore and mine the SF resource property located in Storey
                  County of the State of Nevada. The term of this lease is for
                  20 years, renewable for an additional 20 years so long as the
                  conditions of the lease are met. Minimum payments and
                  performance commitments are as follows:


                                       21
<PAGE>



Note 3        Commitments - (cont'd)
              -----------

              a)  Mining Lease - (cont'd)

                  Minimum Advance Royalty Payments:

                     The owner shall be paid a royalty of 4% of the net smelter
                     returns from all production. In respect to this royalty,
                     the company is required to pay minimum advance royalty
                     payments of the following:
-        $5,000 upon execution (paid)
-        $1,250 on or before May 15, 2002 (paid)
-        $8,750 on or before November 15, 2002
-        $15,000 on May 15, 2003
-        $20,000 on May 15, 2004
-        $25,000 on May 15, 2005
-        $50,000 on May 15, 2006 and thereafter

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

                  Performance Commitment:

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

              b)  Initial Public Offering

                  The Company has filed a SB-2 registration statement, which
                  includes an initial public offering of 2,500,000 common shares
                  at $0.05 per share. This offering is subject to regulatory
                  approval.




                                       22
<PAGE>