================================================================================



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-QSB/A

[X]   Quarterly Report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934

      For the quarterly period ended        December 31, 2005
                                            -----------------

[ ]   Transition Report pursuant to 13 or 15(d) of the Securities Exchange
      Act of 1934

      For the transition period                       to
                                    -----------------   --------------------

      Commission File Number      001-31669
                             --------------

                                    TARI INC.
    ------------------------------------------------------------------------
        (Exact name of small Business Issuer as specified in its charter)

                  Nevada                              98-03048905
    ---------------------------------        -----------------------------
    (State or other jurisdiction of         (IRS Employer Identification No.)
     incorporation or organization)


                        700 West Pender Street, Suite 802
                   Vancouver, British Columbia, Canada V6C 1G8
                   -------------------------------------------
                    (Address of principal executive offices)

                                 (604) 685-3317
               Registrant's telephone number, including area code


                                      None
     -----------------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last
                                    report)

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  preceding  12
months (or for such  shorter  period  that the issuer was  required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days [X] Yes [ ] No

Indicate  by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the  Exchange  Act).  Yes [ X ] No [   ]


State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest  practicable date:  3,890,000 shares of $0.001 par value
common stock outstanding as of February 14, 2006.

<page>








                                    TARI INC.

                        (A Pre-exploration Stage Company)

                          INTERIM FINANCIAL STATEMENTS

                                December 31, 2005

                             (Stated in US Dollars)

                                   (Unaudited)
                                   -----------











<page>


                                    TARI INC.
                        (A Pre-exploration Stage Company)
                             INTERIM BALANCE SHEETS
                      December 31, 2005 and March 31, 2005
                             (Stated in US Dollars)
                                   (Unaudited)
                                   -----------
<table>
<caption>
                                                                                 December 31,         March 31,
                                                     ASSETS                          2005                2005
                                                     ------                          ----                ----

                                                                             <c>                 <c>
Current
    Cash                                                                      $            614    $          2,458
                                                                              ================    ================

                                                    LIABILITIES
                                                    -----------

Current
    Accounts payable and accrued liabilities - Note 4                         $         25,252    $         15,245
    Due to related party - Note 4                                                       19,322               2,155
                                                                              ----------------    ----------------

                                                                                        44,574              17,400
                                                                              ----------------    ----------------

                                              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
      3,890,000 (March 31, 2005: 3,890,000) shares issued                                3,890               3,890
Additional paid-in capital                                                              90,610              90,610
Deficit accumulated during the pre-exploration stage                                  (138,460)           (109,442)
                                                                              ----------------    ----------------

                                                                                       (43,960)            (14,942)
                                                                              ----------------    ----------------

                                                                              $            614    $          2,458
                                                                              ================    ================
</table>




                             SEE ACCOMPANYING NOTES
<page>

                                    TARI INC.
                        (A Pre-exploration Stage Company)
                        INTERIM STATEMENTS OF OPERATIONS
         for the three and nine months ended December 31, 2005 and 2004,
    and for the period May 2, 2001 (Date of Inception) to December 31, 2005
                             (Stated in US Dollars)
                                   (Unaudited)
                                   -----------
<table>
<caption>
                                                                                                                May 2, 2001
                                                                                                                  (Date of
                                                  Three months ended               Nine months ended             Inception)
                                                     December 31,                    December 31,             to December 31,
                                                2005             2004            2005            2004               2005
                                                ----             ----            ----            ----               ----

                                          <c>             <c>              <c>             <c>             <c>
Expenses
    Audit and accounting fees              $        2,931  $        2,200   $        9,359  $        4,224  $         37,232
    Bank charges                                       43              36              161             180               991
    Consulting fees                                     -               -                -               -            15,500
    Incorporation costs                                 -               -                -               -               900
    Legal fees                                          -               -                -               -            29,768
    Management fees - Note 4                        1,500           1,500            4,500           3,000             9,000
    Mineral lease costs - Note 3                        -           5,050           10,217           5,271            27,465
    Office expenses                                 1,200           1,200            3,600           2,400             7,586
    Transfer agent and filing fees                    239             245            1,181           2,272            10,018
                                           --------------  --------------   --------------  --------------  ----------------

Net loss for the period                    $       (5,913) $       (5,181)  $      (29,018) $      (17,347) $       (138,460)
                                           ==============  ==============   ==============  ==============  ================

Basic loss per share                       $        (0.00) $       (0.00)   $        (0.01) $        (0.00)
                                           ==============  =============    ==============  ==============

Weighted average number of shares
 outstanding                                    3,890,000       3,890,000        3,890,000       3,890,000
                                           ==============  ==============   ==============  ==============
</table>

                             SEE ACCOMPANYING NOTES

<page>


                                    TARI INC.
                        (A Pre-exploration Stage Company)
                        INTERIM STATEMENTS OF CASH FLOWS
              for the nine months ended December 31, 2005 and 2004,
    and for the period May 2, 2001 (Date of Inception) to December 31, 2005
                             (Stated in US Dollars)
                                   (Unaudited)
                                   -----------
<table>
<caption>
                                                                                                       May 2, 2001
                                                                                                         (Date of
                                                                        Nine months ended               Inception)
                                                                          December 31,               to December 31,
                                                                     2005              2004                2005
                                                                     ----              ----                ----

                                                              <c>               <c>               <c>
Cash Flows used in Operating Activities
    Net loss for the period                                    $       (29,018)  $       (17,347)  $      (138,460)
    Change in non-cash working capital item related to
 operations:
      Accounts payable and accrued liabilities                          10,007             3,409            25,252
                                                               ---------------   ---------------   ---------------

                                                                       (19,011)          (13,938)         (113,208)
                                                               ----------------  ----------------  ----------------

Cash Flows provided by Financing Activities
    Proceeds from shares issued                                              -                 -            94,500
    Due to related party                                                17,167                 -            19,322
                                                               ---------------   ---------------   ---------------

                                                                        17,167                 -           113,822
                                                               ---------------   ---------------   ---------------

Increase (decrease) in cash during the period                           (1,844)          (13,938)              614

Cash, beginning of the period                                            2,458            17,698                 -
                                                               ---------------   ---------------   ---------------

Cash, end of the period                                        $           614   $         3,760   $           614
                                                               ===============   ===============   ===============
</table>

                             SEE ACCOMPANYING NOTES

<page>


                                    TARI INC.
                        (A Pre-exploration Stage Company)
             INTERIM STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
      for the period May 2, 2001 (Date of Inception) to December 31, 2005
                             (Stated in US Dollars)
                                   (Unaudited)
                                   -----------
<table>
<caption>
                                                                                                   Deficit
                                                                                                 Accumulated
                                                                               Additional         During the
                                                   Common Shares                 Paid-in       Pre-exploration
                                         -----------------------------------
                                              Number          Par Value          Capital            Stage              Total
                                              ------          ---------          -------            -----              -----

                                        <c>               <c>              <c>                <c>               <c>
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)
Capital stock subscribed pursuant
 to an offering memorandum for
 cash                      - at $0.05           1,390,000             1,390           68,110                 -            69,500
Net loss for the year ended
 March 31, 2003                                         -                 -                -           (27,653)          (27,653)
                                         ----------------  ---------------- ----------------  ----------------   ---------------

Balance, March 31, 2003                         3,890,000             3,890           90,610           (67,349)           27,151
Net loss for the year ended
 March 31, 2004                                         -                 -                -           (17,858)          (17,858)
                                         ----------------  ---------------- ----------------  ----------------   ---------------

Balance, March 31, 2004                         3,890,000             3,890           90,610           (85,207)            9,293
Net loss for the year ended
 March 31, 2005                                         -                 -                -           (24,235)          (24,235)
                                         ----------------  ---------------- ----------------  ----------------   ---------------

Balance, March 31, 2005                         3,890,000             3,890           90,610          (109,442)          (14,942)

Net loss for the period ended
 December 31, 2005                                      -                 -                -           (29,018)          (29,018)
                                         ----------------  ---------------- ----------------  ----------------   ---------------

Balance, December 31, 2005                      3,890,000  $          3,890 $         90,610  $       (138,460)  $       (43,960)
                                         ================  ================ ================  ================   ===============
</table>



                             SEE ACCOMPANYING NOTES

<page>


                                    TARI INC.
                        (A Pre-exploration Stage Company)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                December 31, 2005
                             (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,
              2005 financial statements. Operating results from the period ended
              December 31, 2005 are not  necessarily  indicative  of the results
              that can be expected for the year ending March 31, 2006.

Note 2        Continuance of Operations
              -------------------------

              These  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.  The Company has a working capital  deficiency
              of  $43,960  as  at  December  31,  2005,  has  not  yet  attained
              profitable  operations and the Company has  accumulated  losses of
              $138,460  since  inception.  Its  ability to  continue  as a going
              concern is  dependent  upon the ability of the company to generate
              profitable operations in the future and/or to obtain the necessary
              financing  to meet  its  obligations  and  repay  its  liabilities
              arising from normal  business  operations  when they come due. The
              outcome of these matters cannot be predicted with any certainty at
              this time and raise  substantial  doubt that the  Company  will be
              able to continue  as a going  concern.  Realization  values may be
              substantially  different  from  carrying  values as shown in these
              financial statements should the Company be unable to continue as a
              going  concern.  These  financial  statements  do not  include any
              adjustments  to the  amounts  and  classification  of  assets  and
              liabilities  that may be necessary should the Company be unable to
              continue  as  a  going  concern.   The  Company  anticipates  that
              additional  funding will be in the form of equity  financing  from
              the sale of common  shares.  The  Company  may also seek to obtain
              additional  short-term  loans from the  directors  of the Company.
              There are no current  arrangements  in place for equity funding or
              short-term loans.

Note 3        Commitments
              -----------

              Mining Lease

              By a lease  agreement  effective  May 15, 2001 and  amended  April
              2002,  November  2002,  April 2003,  January 9, 2004 and April 11,
              2005,  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:

<page>

Tari Inc.
(A Pre-exploration Stage Company)
Notes to the Financial Statements
December 31, 2005
(Stated in US Dollars) - Page 2
 --------------------


Note 3        Commitment - (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);

              -   $1,500 on or before November 30, 2002 (paid);

              -   $1,500 on or before April 15, 2003 (paid);

              -   $2,000 on January 9, 2004 (paid);

              -   $5,000 on or before July 9, 2004 (paid);

              -   $5,000 on or before April 12, 2005 (paid); and

              -   $50,000  each January 9 thereafter  until  termination  of the
                  lease,  adjusted  based on inflation  rates  designated by the
                  Consumer Price Index.

              In  addition,   the  Company  is  required  to  fund   exploration
              expenditures of $5,000 by April 12, 2005 (paid).

              The advance royalty payment of $50,000 due January 9, 2005 has not
              been made.  The Company is currently  negotiating  an amendment to
              the balance of the advance royalty  payments due. As per the lease
              agreement,  the landlord must give written  default  notice to the
              Company  and the  Company  then has 15 days to cure the default or
              the lease can be  terminated.  No notice has been  received due to
              current negotiations.

              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 next 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.
<page>

Tari Inc.
(A Pre-exploration Stage Company)
Notes to the Financial Statements
December 31, 2005
(Stated in US Dollars) - Page 3
 --------------------


Note 4        Related Party Transactions
              --------------------------

              The  Company  was  charged  the  following  by a  director  of the
              Company:

<table>
<caption>
                                                                                                    May 2, 2001
                                                                                                     (Date of
                                          Three months ended           Nine months ended            Inception)
                                             December 31,                 December 31,            to December 31,
                                         2005           2004          2005           2004              2005
                                         ----           ----          ----           ----              ----
             
                        <c>          <c>            <c>           <c>             <c>
             Management fees         $      1,500  $       1,500  $      4,500  $      3,000   $          9,000
                                     ============  =============  ============  ============   ================
</table>

              These  charges were  measured by the exchange  amount which is the
              amount agreed upon by the transacting parties.

              Included in accounts payable at December 31, 2005 is $9,000 (March
              31, 2005:  $4,500)  consisting of unpaid  management fees due to a
              director of the Company.

              The amount  due to  related  party,  a  director  of the  Company,
              consist  of  unpaid   advances.   The  amount  due  is  unsecured,
              non-interest bearing and has no specific terms for repayment.

<page>

Item 2.           Management's Discussion and Analysis or Plan of Operation


Forward Looking Statements

This quarterly report contains forward-looking statements that involve risks and
uncertainties.  We use words such as anticipate,  believe, plan, expect, future,
intend and similar expressions to identify such forward-looking  statements. You
should not place too much  reliance  on these  forward-looking  statements.  Our
actual results are likely to differ  materially from those  anticipated in these
forward-looking  statements  for many  reasons,  including the risks faced by us
described in this Risk Factors section and elsewhere in this quarterly report.


Plan of Operation

Our plan of operation for the twelve months following the date of this report is
to complete the recommended  phase one exploration  program on the SF project in
which we hold a leasehold interest. We anticipate that this program will cost us
$89,000.

On April 11,  2005,  the SF  Property  lease  agreement  dated May 15,  2001 was
further  amended  with  respect to the  Schedule of Minimum  Payments.  With the
amendment,  the  Company,  instead of paying the  advance  royalty of $10,000 by
January  9,  2005,  shall pay  $5,000 by April 12,  2005,  and fund  exploration
expenditures  on the SF Property of $5,000 by April 12, 2005. Both payments were
made on April 12, 2005. In order to keep the lease in good standing, we must pay
the lessor $50,000 by January 9 every year thereafter.

The advance  royalty payment of $50,000 due by January 9, 2005 was not paid. The
Company  is  currently  negotiating  an  amendment  to the terms of the  advance
royalty payments due. As per the lease agreement, the landlord must give written
default  notice  to the  Company  and the  Company  then has 15 days to cure the
default  or the lease can be  terminated.  No notice  has been  received  due to
current negotiations.

In addition,  we anticipate spending $12,500 on professional fees and $14,000 on
administrative expenses.

Total  expenditures  over  the  next 12  months  are  therefore  expected  to be
$165,500. Our cash on hand at December 31, 2005 was $614.  Accordingly,  we will
need to raise additional funds in order to complete the recommended  exploration
program  on the SF  project  and meet our  other  expected  expenses.  We do not
currently have any arrangements for raising additional funding.

Results of Operations for the third quarter ended December 31, 2005

We incurred a net loss of $29,018 for the nine months period ended  December 31,
2005,  as  compared  to a loss of  $17,347  in the  same  period  in  2004.  The
difference in net loss was primarily due to an increase in audit and  accounting
fees,  management  fees,  office expenses,  and resource  property costs. As per
management  agreement  dated July 1, 2004,  the president  started to charge the
Company  $500 per month for  management  fees  ($4,500  for the  period  April -
December,  2005).  The Company  also  started to incur $400 per month for office
rent, telephone expenses,  and general miscellaneous office expenses ($3,000 per
the period April - December,  2005) related to use of the Vancouver  office.  In
the  previous  periods,  the  president  did not  charge  the  Company  for such
expenses.  During the nine months ended December 31, 2005, we incurred  transfer
agent and filing fees of $1,181 (2004:  $2,272) and professional  fees of $9,359

<page>

(2004:  $4,224) in order to bring all outstanding SEC filings  current.  We also
incurred  resource  property  costs of  $10,217  (2004:  $5,271)  due to the new
amended lease agreement. At the end of the third quarter, we had cash on hand of
$614.  Our  liabilities  for the same period  totalled  $44,574 and consisted of
accounts payable of $25,252 and $19,322 due to our president.



Item 3.           Controls and Procedures


As required by Rule 13a-15 under the Exchange  Act,  within the 90 days prior to
the filing date of this report,  the Company  carried out an  evaluation  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures.  This evaluation was carried out under the supervision and with
the  participation  of  the  Company's   management,   including  the  Company's
President, the Chief Executive Officer, and the Chief Financial Officer.

Based upon that evaluation,  the Company concluded that the 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.

PART II  OTHER INFORMATION

Item 1.           Legal Proceedings

The Company is not a party to any pending  legal  proceeding.  Management is not
aware of any threatened litigation, claims or assessments.

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.

<page>

Item 6.            Exhibits and Report on Form 8-K

 31.1        Certification pursuant to 18 U.S.C. Section 1350, as adopted
             pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 31.2        Certification pursuant to 18 U.S.C. Section 1350, as adopted
             pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 32.1        Certification pursuant to 18 U.S.C. Section 1350, as adopted
             pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 32.2        Certification pursuant to 18 U.S.C. Section 1350, as adopted
             pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


There were no reports  filed on Form 8-K  during  the six  months  period  ended
September 30, 2005.

SIGNATURES

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

Tari Inc.

/s/ Theodore Tsagkaris
---------------------------
Theodore Tsagkaris
President, Secretary, Treasurer
Chief Executive Officer and Director
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
Dated: March 13, 2007