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 June 30, 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 June 30,  2003,  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
   ---     ---











                                       1
<PAGE>


                                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 ........................................... 7-12

Item 3. CONTROLS AND PROCEDURES ........................................ 12

PART II OTHER INFORMATION .............................................. 13

Item 1. LEGAL PROCEEDINGS .............................................. 13

Item 2. CHANGES IN SECURITIES .......................................... 13

Item 3. DEFAULTS ON SENIOR SECURITIES .................................. 13

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ............ 13

Item 5. OTHER INFORMATION .............................................. 13

Item 6. EXHIBITS AND REPORTS ON 8-K .................................... 13

SIGNATURE PAGE ......................................................... 13

CERTIFICATION ....................................................... 14-15


                                       2
<PAGE>



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

                                  BALANCE SHEET
                                   (UNAUDITED)

                                     ASSETS
                                                                     As of
                                                               June 30, 2003
                                                               --------------

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

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

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Accounts payable and accrued expenses                                $  1,953
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.


                                       3
<PAGE>


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

     STATEMENTS OF LOSS AND ACCUMULATED DEFICIT DURING THE DEVELOPMENT STAGE
                                   (UNAUDITED)
                                  June 30, 2003

                                                  For the three     Cumulative
                                                  months ended      since
                                                  June 30, 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.



                                       4
<PAGE>



                                Terra Trema, Inc.
                          (A Development Stage Company)


                      STATEMENTS OF CASH FLOWS (UNAUDITED)
                                  June 30, 2003


                                                    For the six      Cumulative
                                                   months ended         since
                                                  June 30, 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 to condensed financial statements.

                                       5
<PAGE>


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

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
          PERIOD FROM INCEPTION, April 28, 2000, THROUGH June 30, 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 June 30, 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 June 30, 2003 and 2001,  and the
     period  from  inception,  April 28,  2000,  through  June 30,  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.

     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.

                                       6
<PAGE>

NOTES TO CONDENSED FINANCIAL STATEMENTS - continued

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 June 30, 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 June 30,  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 June 30, 2003, and the period from inception,
     April 28, 2000,  through June 30, 2003, the Company received legal services
     from a  stockholder  that  aggregated  $0  and  $11,224,  respectively.  In
     connection  with these services,  the Company owes the related  stockholder
     $8,575 at June 30,  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


                                       7
<PAGE>

Plan of Operation - continued

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


                                       8
<PAGE>

Plan of Operation - continued

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


                                       9
<PAGE>

Plan of Operation - continued

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


                                       10
<PAGE>

Plan of Operation - continued

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.

                                       11
<PAGE>

Plan of Operation - continued

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 Six Months Ended March 31, 2002 and June 30, 2003.

     Expenses  for the six months  ended  June 30,  2003 were 0 as  compared  to
$5,533  respectively,  for the same period  ended June 30,  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.

                                       12
<PAGE>

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
    -----------   -----------
        31        Certification pursuant to the Sarbanes-Oxley Act of 2002

        32        Certification  Pursuant  to Title 18,  United  States  Code,
                  Section 1350


          (b) Reports on Form 8-k

          No reports on Form 8-K were filed  during the  quarter  ended June 30,
          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




                                       13
<PAGE>


Exhibit 31

                            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.


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

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


                                       14
<PAGE>


EXHIBIT 32

                Certification Pursuant to Title 18, United States
             Code, Section 1350, as Adopted Pursuant to Section 906
                        Of The Sarbanes-Oxley Act Of 2002
                       ----------------------------------

In connection with the Quarterly Report of Terra Trema,  Inc. on Form 10-QSB for
the  six-month  period ended June 30,  2004,  as filed with the  Securities  and
Exchange  Commission  on the  date  hereof  (the  "Report"),  I,  Gerry  Martin,
President and Chief Executive Officer of Terra Trema, Inc., and I, Gerry Martin,
Principal Financial Officer of Terra Trema, Inc., certify, pursuant to Title 18,
United  States Code,  Section  1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

1.   The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and
2.   The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of FUSA

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

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

                                       15
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