UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]     Quarterly report filed under Section 13 or 15 (d) of the Securities
        Exchange Act of 1934 For the Quarterly Period Ended March 31, 2003.
                                       or

[ ]     Transitional report filed under Section 13 or 15 (d) of the
        Exchange Act.

                           Commission File No. 0-32733

                           Terra Trema, Inc.
                           --------------------------
                 (Name of Small Business Issuer in its Charter)

          Nevada                                      88-0492268
         --------                                    -------------
State or other jurisdiction of           I.R.S. Employer Identification Number
incorporation or organization

          2102 BUSINESS CENTER DR., SUITE 130, IRVINE, CALIFORNIA 92612
            -----------------------------------------------------------
                     (Address of principal executive office)

Issuer's telephone number: (949) 253-4675
                           --------------

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

Yes X   No
   ---     ---

State the number of shares outstanding of each of the issuer's classes of
common
equity, as of the latest practical date: As of October 31, 2002, there were
1,895,000 shares of Common Stock, par value $.0001 per share, outstanding.

Transitional Small Business Disclosure Format (check one):

Yes      No X
   ---     ---










                               TABLE OF CONTENTS
                               -----------------
PART I FINANCIAL INFORMATION                                            Page
                                                                        ----
Item 1. FINANCIAL STATEMENTS

    a. Balance Sheet                                                         3

    b. Statements of Operations                                              4

    c. Statements of Cash Flows                                              5

    d. Notes to Financial Statements                                        6-7

Item 2. PLAN OF OPERATIONS                                                 8-14

Item 3. CONTROLS AND PROCEDURES                                              14

PART II OTHER INFORMATION                                                    15

Item 1. LEGAL PROCEEDINGS

Item 2. CHANGES IN SECURITIES

Item 3. DEFAULTS ON SENIOR SECURITIES

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

Item 5. OTHER INFORMATION

Item 6. EXHIBITS AND REPORTS ON 8-K

SIGNATURE PAGE                                                               16

CERTIFICATION                                                                17


















                               TERRA TREMA, INC.
                        (A DEVELOPMENT-STAGE ENTERPRISE)
                                 BALANCE SHEET
                                  (UNAUDITED)

                                     ASSETS
                                                                    As of
                                                                March 31, 2003
                                                                --------------

Receivable from trust account (Note 2)                               $    --
                                                                     --------

           Total assets                                              $    --
                                                                     ========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Accounts payable and accrued expenses                                $11,953
Other liability (Note 2)
1,000
                                                                     --------

           Total liabilities                                          12,953
                                                                     --------
STOCKHOLDERS' EQUITY (DEFICIT)
       Preferred stock, $.0001 par value; 5,000,000 shares
          authorized;  0 shares issued and outstanding                    --
       Common stock, $.0001 par value; 10,000,000 shares
          authorized; 1,895,000 shares issued and outstanding            190
       Additional paid-in capital                                      4,615
       Deficit accumulated during the development stage              (17,758)
                                                                     --------

           Total stockholders' equity (deficit)                      (12,953)
                                                                     --------

           Total liabilities and stockholders' equity
              (deficit)                                              $    --
                                                                     ========

            See accompanying notes to condensed financial statements.



                               TERRA TREMA, INC.
                        (A DEVELOPMENT-STAGE ENTERPRISE)
                   STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
                    DURING THE DEVELOPMENT STAGE (UNAUDITED)
                                 MARCH 31, 2003






                                      For the three        Cumulative
                                      months ended         since
                                      March 31, 2003       inception
                                                          (April 28, 2000)
                                      --------------       --------------
EXPENSES
General and Administrative expenses   $          -           $  17,758
                                      --------------       --------------
NET LOSS BEFORE INCOME TAXES          $          -          $  (17,758)
(BENEFITS)

INCOME TAXES (BENEFITS)                          -                   -
                                      --------------       --------------
NET LOSS AND ACCUMULATED DEFICIT
DURING THE DEVELOPMENT STAGE          $          -          $  (17,758)
                                      =============        ==============
WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING (BASIC AND DILUTED)  1,895,000           1,895,000
                                      =============        ==============
NET LOSS PER SHARE (BASIC AND DILUTED)
                                      $   (0.0000)           $  0.0000)
                                      =============        ==============

            See accompanying notes to condensed financial statements


                               TERRA TREMA, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 MARCH 31, 2003

                                             For the three      Cumulative
                                             months ended        since
                                             March 31, 2003      inception
                                             --------------      ----------

CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                   $    -            $ (17,758)

   Adjustments to reconcile net loss to net
     cash used by operating activities

   Common stock issued for services                 -                  604
   Increase (decrease) from changes in:

   Accounts payable and accrued expenses
                                                    -               11,953
                                             --------------      ----------
 NET CASH USED BY OPERATING ACTIVITES
                                                    -               (5,201)
                                             --------------      ----------
CASH FLOWS FROM FINANCING ACTIVITIES
    Other liability                                 -                1,000
    Issuance of common stock                        -                4,201
                                             --------------      ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES           -                5,201
                                             --------------      ----------

NET INCREASE IN CASH AND EQUIVALENTS FOR THE PERIOD
AND CUMULATIVE DURING THE DEVELOPMENT STAGE
                                                    -                    -


CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
                                                    -                    -
                                             --------------      ----------
CASH AND CASH EQUIVALENTS - END OF PERIOD
                                               $    -                $   -
                                             ==============      ==========
SUPPLEMENTAL DISCLOSURES
    Interest paid                              $    -                $   -
    Income taxes paid                          $    -                $   -
                                             --------------      ----------

See accompanying notes.
                                                        5

Terra Trema, Inc.
(A DEVELOPMENT-STAGE ENTERPRISE)

NOTES TO CONDENSED FINANCIAL STATEMENTS
PERIOD FROM INCEPTION, April 28, 2000, THROUGH March 31, 2003

1. BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

         BUSINESS

Terra Trema, Inc. (a Development-Stage Enterprise) (the           "Company")
was incorporated on April 28, 2000 under the laws of the           State of
Nevada. The Company intends to develop operating opportunities
through business combinations or mergers. To date, the Company has not
conducted any significant operations, and its activities have focused
primarily on incorporation activities, organizational efforts and
identifying potential merger candidates. Since the Company has not yet
commenced any principal operations, and has not yet earned significant
revenues, the Company is considered to be a development-stage
enterprise as of March 31, 2003.

         BASIS OF PRESENTATION

         The accompanying unaudited financial statements have been prepared in
        accordance with accounting principles generally accepted in the United
        States of America for interim financial information and the
instructions to Form 10-QSB. Accordingly, they do not include all the
information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial
statements. In the opinion of management, the interim financial
statements include all adjustments considered necessary for a fair
presentation of the Company's financial position, as of September 30,
2002, and its results of operations and cash flows for the three and
nine months ended March 31, 2003 and 2001, and the period from
inception, April 28, 2000, through March 31, 2003. These statements
are not necessarily indicative of the results to be expected for the
full fiscal year. These statements should be read in conjunction with
the financial statements and notes thereto included in the Company's
Form 10-KSB for the year ended December 31, 2002 as filed with the
Securities and Exchange Commission.

         MANAGEMENT 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, and disclosure of contingent assets
       and liabilities at the date of the financial statements, and the
 reported amounts of revenues and expenses during the reporting period.
 Actual results could differ from those estimates.

                                        6



                               TERRA TREMA, INC.
                        (A DEVELOPMENT-STAGE ENTERPRISE)
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
         PERIOD FROM INCEPTION, APRIL 28, 2000, THROUGH MARCH 31, 2003

1. BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         GOING CONCERN AND MANAGEMENT'S PLANS

The Company is presently a shell company and has no operations and
limited financial and other resources. Such matters raise substantial
doubt about the Company's ability to continue as a going concern.
Management's plans with respect to these conditions are to search for
operating opportunities through business combinations or mergers. In
the interim, the Company will require minimal overhead, and key
administrative and management functions will be provided by
stockholders. Accordingly, the accompanying financial statements have
been presented under the assumption that the Company will continue as a
 going concern.

2. EQUITY TRANSACTIONS

         In April 2000, the Company issued 1,200,000 shares of common stock to
        its president in exchange for cash of $1,500. The Company also issued
       5,000 shares of its common stock to a director in exchange for services
        rendered. Management deemed such services to have a nominal value.

         In April 2000, the Company issued 600,000 shares of common stock in
      exchange for legal services valued at $600 (Note 3).

         As of March 31, 2003, in connection with private placements of its
     common stock, the Company has issued an aggregate of 90,000 shares of
    common stock in exchange for cash aggregating $2,700. Additionally, the
     Company has a $1,000 stock subscription payable related to funds
received for which the related 20,000 shares have yet to be issued. As
of March 31, 2003, the related unexpended cash proceeds are held by
the Company's legal counsel in a trust account (Note 3).

3. RELATED-PARTY TRANSACTIONS

         During the three months ended March 31, 2003, and the period from
    inception, April 28, 2000, through March 31, 2003, the Company
received legal services from a stockholder that aggregated $400 and
$11,224, respectively. In connection with these services, the Company
owes the related stockholder $8,575 at March 31, 2003, and such
amount is included in accounts payable and accrued expenses in the
accompanying balance sheet. This stockholder also maintains the
Company's unexpended cash proceeds in a trust account (Note 2).


Item 2. Plan of Operation

         Statements contained in this Plan of Operation of this Quarterly
Report  on Form 10-QSB include "forward-looking statements" within the meaning
of  Section 27A of the Securities Act of 1933 as amended (the "Securities Act")
and  Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange  Act"). Forward-looking statements involve known and unknown risks,
uncertainties  and other factors which could cause the actual results of the
Company (sometimes  referred to as "we", "us" or the "Company"), performance
(financial or  operating) or achievements expressed or implied by such
forward-looking  statements not to occur or be realized. Such forward-looking
statements  generally are based upon the Company's best estimates of future
results, general  merger and acquisition activity in the marketplace,
performance or achievement,  based upon current conditions and the most recent
results of operations.  Forward-looking statements may be identified by the use
of forward-looking  terminology such as "may," "will," "project," "expect,"
"believe," "estimate,"  "anticipate," "intends," "continue", "potential,"
"opportunity" or similar  terms, variations of those terms or the negative of
those terms or other  variations of those terms or comparable words or
expressions. (See the Company's  Form 10SB for a description of certain of the
known risks and uncertainties of  the Company.)

General

         The Company's plan is to seek, investigate, and if such investigation
warrants, consummate a merger or other business combination, purchase of assets
or other strategic transaction (a "Merger") with a corporation, partnership,
limited liability company or other business entity (a "Merger Target"),
desiring  the perceived advantages of becoming a publicly reporting and
publicly held  corporation. At this time, the Company has no plan, proposal,
agreement,  understanding, or arrangement to enter into a Merger with any
specific business  or company, and the Company has not identified any specific
business or company  for investigation and evaluation. No member of Management
or any promoter of the  Company, or an affiliate of either, has had any
material discussions with any  other company with respect to any Merger. The
Company will not restrict its  search to any specific business, industry, or
geographical location, and may  participate in business ventures of virtually
any kind or nature. Discussion of  proposed plan of operation and Mergers under
this caption and throughout this  Quarterly Report is purposefully general and
is not meant to restrict the  Company's virtually unlimited discretion to
search for and enter into potential  business opportunities.

         The Company may seek a Merger with an entity which only recently
commenced operations, or a developing company in need of additional funds to
expand into new products or markets or seeking to develop a new product or
service, or an established business which may be experiencing financial or
operating difficulties and needs additional capital which is perceived to be
easier to raise by a public company. In some instances, a Merger may involve
entering into a transaction with a corporation which does not need substantial
additional cash but which desires to establish a public trading market for its
common stock. The Company may purchase assets and establish wholly-owned
subsidiaries in various businesses or purchase existing businesses as
subsidiaries.

         Selecting a Merger Target will be complex and involve a high degree of
risk. Because of general economic conditions, rapid technological advances
being  made in some industries, and shortages of available capital, management
believes  that there are numerous entities seeking the benefits of a
publicly-traded  corporation. Such perceived benefits of a publicly traded
corporation may  include facilitating or improving the terms on which
additional equity financing  may be sought, providing liquidity (subject to
restrictions of applicable  statutes and regulations) for the principals of a
business, creating a means for  providing incentive stock options or similar
benefits to key employees,  providing liquidity (subject to restrictions of
applicable statutes and  regulations) for all stockholders, and other items.
Potential Merger Targets may  exist in many different industries and at various
stages of development, all of  which will make the task of comparative
investigation and analysis of such  Merger Targets extremely difficult and
complex.

         The Company has insufficient capital with which to provide the owners
of Merger Targets significant cash or other assets. Management believes the
Company will offer owners of Merger Targets the opportunity to acquire a
controlling ownership interest in a public company at substantially less cost
than is required to conduct an initial public offering. Nevertheless, the
Company has not conducted market research and is not aware of statistical data
which would support the perceived benefits of a Merger or acquisition
transaction for the owners of a Merger Target.

         The Company also believes that finding a suitable Merger Target
willing  to enter into a Merger with the Company may depend on the existence of
a public  trading market for the Company's Common Stock. There is presently no
material  trading market and there is no assurance that one can be developed.
                                          The Company will not restrict its
search for any specific kind of Merger  Target, and may merge with an entity
which is in its preliminary or development  stage, which is already in
operation, or in essentially any stage of its  corporate life. It is impossible
to predict at this time the status of any  business in which the Company may
become engaged, in that such business may need  to seek additional capital, may
desire to have its shares publicly traded, or  may seek other perceived
advantages which the Company may offer. However, the  Company does not intend
to obtain funds in one or more private placements to  finance the operation of
any acquired business opportunity until such time as  the Company has
successfully consummated such a Merger.

Selection and Evaluation of Merger Targets

         Management of the Company will have complete discretion and
flexibility  in identifying and selecting a prospective Merger Target. In
connection with its  evaluation of a prospective Merger Target, management
anticipates that it will  conduct a due diligence review which will encompass,
among other things, meeting  with incumbent management and inspection of
facilities, as well as a review of  financial, legal and other information
which will be made available to the  Company.

         Under the Federal securities laws, public companies must furnish
stockholders certain information about significant acquisitions, which
information may require audited financial statements for an acquired company
with respect to one or more fiscal years, depending upon the relative size of
the acquisition. Consequently, the Company will only be able to effect a Merger
with a prospective Merger Target that has available audited financial
statements  or has financial statements which can be audited.

         The time and costs required to select and evaluate a Merger Target
(including conducting a due diligence review) and to structure and consummate
the Merger (including negotiating relevant agreements and preparing requisite
documents for filing pursuant to applicable securities laws and corporation
laws) cannot presently be ascertained with any degree of certainty. The
Company's current executive officer and director intends to devote only a small
portion of his time to the affairs of the Company and, accordingly,
consummation  of a Merger may require a greater period of time than if the
Company's  management devoted his full time to the Company's affairs. While no
current  steps have been taken nor agreements reached, the Company may engage
consultants  and other third parties providing goods and services, including
assistance in  the identification and evaluation of potential Merger Targets.
These consultants  or third parties may be paid in cash, stock, options or
other securities of the  Company, and the consultants or third parties may be
placement agents or their  affiliates.

         The Company will seek potential Merger Targets from all known sources
and anticipates that various prospective Merger Targets will be brought to its
attention from various non-affiliated sources, including securities
broker-dealers, investment bankers, venture capitalists, bankers, other members
of the financial community and affiliated sources, including, possibly, the
Company's executive officer, director and his affiliates. While the Company has
not yet ascertained how, if at all, it will advertise and promote itself, the
Company may elect to publish advertisements in financial or trade publications
seeking potential business acquisitions. While the Company does not presently
anticipate engaging the services of professional firms that specialize in
finding business acquisitions on any formal basis, the Company may engage such
firms in the future, in which event the Company may pay a finder's fee or other
compensation. In no event, however, will the Company pay a finder's fee or
commission to the officer and director of the Company or any entity with which
he is affiliated for such service. Moreover, in no event shall the Company
issue  any of its securities to any officer, director or promoter of the
Company, or  any of their respective affiliates or associates, in connection
with activities designed to locate a Merger Target.             In analyzing
prospective Merger Targets, management may consider, among  other factors, such
matters as;

         1) the available technical, financial and managerial resources;
         2) working capital and other financial requirements;
         3) history of operation, if any;
         4) prospects for the future;
         5) present and expected competition;
         6) the quality and experience of management services which may be
            available and the depth of that management;
         7) the potential for further research, development or exploration;
         8) specific risk factors not now foreseeable but which then may
            be anticipated to impact the proposed activities of the Company;
         9) the potential for growth or expansion;
        10) the potential for profit;
        11) the perceived public recognition or acceptance of products,
            services or trades; and
        12) name identification.

Merger opportunities in which the Company may participate will present  certain
risks, many of which cannot be adequately identified prior to selecting  a
specific opportunity. The Company's stockholders must, therefore, depend on
Management to identify and evaluate such risks. The investigation of specific
Merger opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants, attorneys
and others. If a decision is made not to participate in a specific Merger
opportunity the cost therefore incurred in the related investigation would not
be recoverable. Furthermore, even if an agreement is reached for the
participation in a specific Merger opportunity, the failure to consummate that
transaction may result in the loss of the Company of the related costs
incurred.

There can be no assurance that the Company will find a suitable Merger  Target.
If no such Merger Target is found, therefore, no return on an investment  in
the Company will be realized, and there will not, most likely, be a market  for
the Company's stock.

Structuring and Financing of a Merger

         As a general rule, Federal and state tax laws and regulations have a
significant impact upon the structuring of Mergers. The Company will evaluate
the possible tax consequences of any prospective Merger and will endeavor to
structure a Merger so as to achieve the most favorable tax treatment to the
Company, the Merger Target and their respective stockholders. There can be no
assurance that the Internal Revenue Service or relevant state tax authorities
will ultimately assent to the Company's tax treatment of a particular
consummated Merger. To the extent the Internal Revenue Service or any relevant
state tax authorities ultimately prevail in recharacterizing the tax treatment
of a Merger, there may be adverse tax consequences to the Company, the Merger
Target and their respective stockholders. Tax considerations as well as other
relevant factors will be evaluated in determining the precise structure of a
particular Merger.

         The Company may utilize available cash and equity securities in
effecting a Merger. Although the Company has no commitments as of this date to
issue any shares of Common Stock or options or warrants, except for additional
securities that the Company expects to issue for certain professional services,
other than those already issued in the offering of its common stock pursuant to
Regulation D promulgated under the Securities Act of 1933, as amended (the
"Securities Act") (the "Private Placement"), the Company will likely issue a
substantial number of additional shares in connection with the consummation of
a  Merger, probably in most cases equal to nine or more times the amount held
by  the Company's stockholders prior to the Merger. The Company also may decide
to  issue Preferred Stock, with liquidation and dividend rights, that are
senior to  the Common Stock, in connection with a Merger or obtaining financing
therefor,  although the Company has no present plans to do so. The Company
currently has no  intention to issue Preferred Stock. The Company may have to
effect reverse stock  splits prior to any Merger. To the extent that such
additional shares are  issued, dilution to the interests of a Company's
stockholders will occur.  Additionally, a change in control of the Company may
occur which may affect,  among other things, the Company's ability to utilize
net operating loss  carry-forwards, if any.

         There currently are no limitations on each Company's ability to borrow
funds to effect a Merger. However, the Company's limited resources and lack of
operating history may make it difficult to borrow funds. The amount and nature
of any borrowings by the Company will depend on numerous considerations,
including the Company's capital requirements, potential lenders' evaluation of
the Company's ability to meet debt service on borrowings and the then
prevailing  conditions in the financial markets, as well as general economic
conditions. The  Company has no arrangements with any bank or financial
institution to secure  additional financing and there can be no assurance that
such arrangements if  required or otherwise sought, would be available on terms
commercially  acceptable or otherwise in the best interests of the Company. The
inability of  the Company to borrow funds required to effect or facilitate a
Merger, or to  provide funds for an additional infusion of capital into a
Merger Target, may  have a material adverse effect on the Company's financial
condition and future  prospects, including the ability to effect a Merger. To
the extent that debt  financing ultimately proves to be available, any
borrowings may subject the  Company to various risks traditionally associated
with indebtedness, including  the risks of interest rate fluctuations and
insufficiency of cash flow to pay  principal and interest. Furthermore, a
Merger Target may have already incurred  debt financing and, therefore, all the
risks inherent thereto.

Competition for Merger Opportunities

         The Company is, and will continue to be, an insignificant participant
in the business of seeking a Merger with a Merger Target. The Company expects
to  encounter intense competition from other entities having business
objectives  similar to those of the Company. Many of these entities, including
venture  capital partnerships and corporations, other blind pool companies,
large  industrial and financial institutions, small business investment
companies and  wealthy individuals, are well-established and have extensive
experience in  connection with identifying and effecting Mergers directly or
through  affiliates. Many of these competitors possess greater financial,
technical,  human and other resources than the Company and there can be no
assurance that  the Company will have the ability to compete successfully. The
Company's  financial resources will be limited in comparison to those of many
of its  competitors. This inherent competitive limitation may compel the
Company to  select certain less attractive Merger prospects. There can be no
assurance that  such prospects will permit the Company to achieve its stated
business  objectives.

Equipment and Employees

         The Company has no operating business and thus no equipment and no
employees, and the Company does not expect to acquire any equipment or
employees. The Company does not intend to develop its own operating business
but  instead will seek to effect a Merger with a Merger Target.

Expenses for the Three Months Ended March 31, 2002 and March 31, 2003.

         Expenses for the three months ended March 31, 2003 were 0 as compared
to $5,533 respectively, for the same period ended March 31, 2002. The expenses
resulted primarily from accounting/auditing, legal, and general administrative
expenses relating to the Company's annual and quarterly public disclosure and
reporting requirement. As discussed above, the Company will incur substantial
expenses, including expenses for professional and other consulting services,
when it seeks to negotiate and enter into a Merger.

    Item 3. Controls and Procedures

         (a) Evaluation of disclosure controls and procedures.  The principal
officers of the Company are satisfied with the adequacy and effectiveness of
the disclosure controls and procedures of the Company, based on their
evaluation of such controls and procedures.

         (b) Changes in internal controls.  None.

         (c) Asset-Backed Issuers.  Not applicable.

PART II  -   OTHER INFORMATION

ITEM 1   -   LEGAL PROCEEDINGS
             NONE

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

    Exhibit No.   Description
    -----------   -----------

         No reports on Form 8-K were filed during the quarter ended
         March 31, 2003

                                   SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

                           Terra Trema, Inc.

                              By: \s\ Gerry Martin
                                 --------------------------------------
                                  Gerry Martin, President, Treasurer and
                                  Director
                                  Dated:  October 1, 2004





                                 CERTIFICATION
                                 -------------


I, Gerry Martin, President, CEO and Chief Financial Officer, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Terra Trema,  Inc.
(the "registrant");

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 our 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 report;

4. The registrant's other certifying officers and we 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 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 we 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 we have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors 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.

                                          /s/ Gerry Martin
----------------                         ------------------------------------
Date 10/1/04                             President and Chief Executive Officer



                                         /s/ Gerry Martin
----------------                         ------------------------------------
Date 10/1/04                             Principal Financial Officer