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

                                    FORM 10-Q

(Mark One)
       [X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended: March 31, 2005
                  ---------------------------------------------

       [  ]   TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
                                  EXCHANGE ACT

                        For the transition period from to
            ------------------------------ --------------------------
                        Commission file number 814-00688
            --------------------------------------------------------

                                Terra Trema, Inc.
      ---------------------------------------------------------------------
                     (Exact name of small business issuer as
                            specified in its charter)

                    Nevada                                   88-0492268
       -------------------------------------------------------------------------
             (State or other jurisdiction                  (IRS Employer
         of incorporation or organization)               Identification No.)

                2002-A Guadalupe Street, Suite 200, Austin Texas
     ----------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (866) 514-4087
                            Issuer's telephone number


                (Former name,  former address and former fiscal year, if changed
since last report.)

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

     Indicate by check mark whether the Registrant is an  accelerated  filer (as
defined by Rule 12b-2 of the Act).
Yes [ ]    No [x]


<PAGE>



PART I

ITEM 1.  FINANCIAL STATEMENTS


                                TERRA TREMA, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                 March 31,          December 31,
                                                                                    2005                2004
                                                                             ------------------  ------------------
<S>                                                                          <C>                 <C>
Assets:                                                                      $                -  $                 -
                                                                             ==================  ==================

Liabilities:
  Accounts Payable                                                                        2,500              11,953
  Related Party Loan                                                                          -               1,000

                                                                             ------------------  ------------------
     Total Liabilities                                                                    2,500              12,953
                                                                             ------------------  ------------------

Stockholders' Equity:
  Preferred Stock, par value $.0001,
    Authorized 5,000,0000 shares, Issued 0 shares
    at March 31, 2005 and December 31, 2004                                                   -                   -
  Common Stock, par value $.0001,
    Authorized 10,000,000 shares, Issued 1,895,000 shares
    at March 31, 2005 and December 31, 2004                                                 190                 190
  Stock to be Issued                                                                          2                   -
  Paid-In Capital                                                                         9,613               9,615
  Deficit Accumulated During the Development Stage                                      (12,305)            (22,758)
                                                                             ------------------  ------------------

     Total Stockholders' Equity                                                          (2,500)            (12,953)
                                                                             ------------------  ------------------

     Total Liabilities and Stockholders' Equity                              $                -  $                -
                                                                             ==================  ==================
</TABLE>











                             See accompanying notes


<PAGE>




                                TERRA TREMA, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                  Cumulative
                                                                                                 since April
                                                                                                   2, 2001
                                                                                                  Inception
                                                             For the three months ended               of
                                                                      March 31,                  development
                                                               2005               2004              stage
                                                        ------------------ ------------------ ------------------
<S>                                                     <C>                <C>                <C>
Revenues                                                $                - $                - $                -

Expenses                                                                 -                  -             22,758
                                                        ------------------ ------------------ ------------------

Income before Extraordinary Item                                         -                  -            (22,758)

Gain on Extinguishment of Debt                                      10,453                  -             10,453
                                                        ------------------ ------------------ ------------------

     Net Loss                                           $           10,453 $                - $          (12,305)
                                                        ================== ================== ==================

Basic & Diluted Loss per Share
     Income before Extraordinary Item                   $               -  $                -
     Extraordinary Item                                             (0.01)                  -
                                                        ------------------ ------------------
                                                        $           (0.01) $                -
                                                        ================== ==================

Weighted Average Shares Outstanding                              1,895,000          1,895,000
                                                        ================== ==================
</TABLE>













                             See accompanying notes


<PAGE>



                                TERRA TREMA, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                                                     Cumulative
                                                                                                   since April 2,
                                                                                                        2001
                                                               For the three months ended           Inception of
                                                                        March 31,                   Development
                                                                2005                2004               Stage
                                                          -----------------  ------------------  ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                       <C>                <C>                 <C>
Net Loss                                                  $          10,453  $                -  $          (12,305)
Common Stock Issued for Services                                          -                   -                 604
Increase (Decrease) in Accounts Payable                              (9,453)                  -               2,500
                                                          -----------------  ------------------  ------------------
  Net Cash Used in operating activities                               1,000                   -              (9,201)
                                                          -----------------  ------------------  ------------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by investing activities                                 -                   -                   -
                                                          -----------------  ------------------  ------------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Extinguishment of Debt                                               (1,000)                  -              (1,000)
Proceeds held in Trust Account                                            -                   -               4,201
Proceeds from Related Party                                               -                   -               1,000
Capital Contributed by Shareholder                                        -                   -               5,000
                                                          -----------------  ------------------  ------------------
Net Cash Provided by Financing Activities                            (1,000)                  -               9,201
                                                          -----------------  ------------------  ------------------

Net (Decrease) Increase in
  Cash and Cash Equivalents                                               -                   -                   -
Cash and Cash Equivalents
  at Beginning of Period                                                  -                   -                   -
                                                          -----------------  ------------------  ------------------
Cash and Cash Equivalents
  at End of Period                                        $               -  $                -  $                -
                                                          =================  ==================  ==================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest                                                $               -  $                -  $                -
  Franchise and income taxes                              $               -  $                -  $                -

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES: None
</TABLE>

                             See accompanying notes


<PAGE>



                                TERRA TREMA, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         This  summary  of  accounting   policies  for  Terra  Trema,   Inc.  (a
development stage company) is presented to assist in understanding the Company's
financial  statements.  The accounting  policies  conform to generally  accepted
accounting  principles and have been consistently  applied in the preparation of
the financial statements.

Going Concern

         The accompanying  financial  statements have been prepared on the basis
of accounting principles applicable to a "going concern",  which assume that the
Company  will  continue in  operation  for at least one year and will be able to
realize  its assets  and  discharge  its  liabilities  in the  normal  course of
operations.

         The  Company is  presently  a business  development  company  under the
Investment Company Act of 1940 and intends to operate as a BDC. However,  it has
no current  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
portfolio investment  opportunities  through a combination of stock and cash and
to attempt to raise  operating  and  investment  capital  through  the  existing
effective  1-E  exemption.  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.

         These  financial  statements do not reflect  adjustments  that would be
necessary  if the Company  were unable to continue as a "going  concern".  While
management believes that the actions already taken or planned, will mitigate the
adverse conditions and events which raise doubt about the validity of the "going
concern" assumption used in preparing these financial  statements,  there can be
no assurance that these actions will be  successful.  If the Company were unable
to  continue  as a  "going  concern,"  then  substantial  adjustments  would  be
necessary  to the  carrying  values  of  assets,  the  reported  amounts  of its
liabilities,   the  reported  revenues  and  expenses,  and  the  balance  sheet
classifications used.

Interim Reporting

         The  unaudited  financial  statements  as of March 31, 2005 and for the
three  month  period  then ended  reflect,  in the  opinion of  management,  all
adjustments  (which  include  only normal  recurring  adjustments)  necessary to
fairly  state the  financial  position and results of  operations  for the three
months.  Operating results for interim periods are not necessarily indicative of
the results which can be expected for full years.



<PAGE>



                                TERRA TREMA, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Organization and Basis of Presentation

         Terra Trema,  Inc., a development  stage Company,  was  incorporated on
April 26,  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, 2005.

Nature of Business

         The  Company  is a  business  development  company,  or BDC,  under the
Investment  Company  Act of 1940.  The Company has no products or services as of
March 31,  2005.  The  Company  was  organized  as a vehicle  to seek  merger or
acquisition  candidates.  The Company  intends to acquire  interests  in various
business opportunities, which in the opinion of management will provide a profit
to the Company.

Cash and Cash Equivalents

         For purposes of the statement of cash flows, the Company  considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Earnings (Loss) per Share

         Basic  earnings  (loss) per share has been  computed  by  dividing  the
earnings  (loss)  for the year  applicable  to the  common  stockholders  by the
weighted  average number of common shares  outstanding  during the years.  There
were no common equivalent shares outstanding at March 31, 2005 and 2004.

Pervasiveness of Estimates

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  required  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.


<PAGE>



                                TERRA TREMA, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Concentration of Credit Risk

         The  Company has no  significant  off-balance-sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign hedging arrangements.

NOTE 2 - INCOME TAXES

         As  of  December  31,  2004,  the  Company  had a  net  operating  loss
carryforward for income tax reporting purposes of approximately $23,000 that may
be offset against future taxable income through 2024. Current tax laws limit the
amount of loss  available  to be offset  against  future  taxable  income when a
substantial  change in  ownership  occurs.  Therefore,  the amount  available to
offset future taxable income may be limited. No tax benefit has been reported in
the financial statements, because the Company believes there is a 50% or greater
chance the  carryforwards  will expire  unused.  Accordingly,  the potential tax
benefits of the loss  carryforwards  are offset by a valuation  allowance of the
same amount.

NOTE 3 - DEVELOPMENT STAGE COMPANY

         The Company has not begun principal  operations and as is common with a
development  stage  company,  the Company has had  recurring  losses  during its
development  stage.  The  Company's  financial  statements  are  prepared  using
generally  accepted  accounting  principles  applicable to a going concern which
contemplates  the  realization  of assets and  liquidation of liabilities in the
normal course of business.  However,  the Company does not have significant cash
or other material  assets,  nor does it have an  established  source of revenues
sufficient to cover its  operating  costs and to allow it to continue as a going
concern.  In the interim,  shareholders of the Company have committed to meeting
its minimal operating expenses.

NOTE 4 - COMMITMENTS

         As of March 31, 2005, all activities of the Company have been conducted
by corporate  officers from either their homes or business  offices.  Currently,
there  are no  outstanding  debts  owed by the  company  for  the  use of  these
facilities and there are no commitments for future use of the facilities.







<PAGE>



                                TERRA TREMA, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 6 - EXTINGUISHMENT OF DEBT

         As of March 31, 2005, a  shareholder  agreed to cancel debt owed by the
Company,  in the  amount  of  $10,453.  The  transaction  resulted  in a gain of
$10,453, which are reflected in the statement of operations.

NOTE 7 - RELATED PARTY TRANSACTIONS

         A related  party of the Company has advanced the Company money in order
to pay general and  administrative  expenses.  As of March 31, 2005 and December
31, 2004, the Company owes $0 and $1,000, respectively, relating to these loans.

         The Company has  received  legal  services  from a  shareholder.  As of
December 31, 2004, the Company owes $2,500 for these services.

NOTE 8 - COMMON STOCK 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.

         As of March 31, 2005,  in  connection  with private  placements  of its
common stock,  the Company  issued 90,000 shares of common stock in exchange for
cash in the amount of $2,700. Additionally,  the company has received $1,000 for
which 20,000 shares have yet to be issued.
















<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         This  Quarterly  Report  contains  certain  forward-looking  statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section  21E of the  Securities  Exchange  Act of 1934,  as  amended,  which are
intended  to be covered  by the safe  harbors  created  thereby.  Investors  are
cautioned that all  forward-looking  statements  involve risks and  uncertainty,
including  without  limitation,  the  ability  of the  Company to  continue  its
expansion  strategy,  changes in costs of raw  materials,  labor,  and  employee
benefits,  as  well as  general  market  conditions,  competition  and  pricing.
Although   the   Company   believes   that  the   assumptions   underlying   the
forward-looking   statements  contained  herein  are  reasonable,   any  of  the
assumptions could be inaccurate,  and therefore,  there can be no assurance that
the  forward-looking  statements included in this Quarterly Report will prove to
be accurate. In light of the significant  uncertainties inherent in the forward-
looking statements included herein, the inclusion of such information should not
be  regarded  as a  presentation  by the  Company or any other  person  that the
objectives and plans of the Company will be achieved.

         As used herein the term "Company" refers to Terra Trema, Inc., a Nevada
corporation and its predecessors,  unless the context indicates  otherwise.  The
Company is  currently a shell  company  whose  purpose is to acquire  operations
through an acquisition or merger or to begin its own start-up business.

         The Company is in the process of  attempting  to identify and acquire a
favorable business opportunity.  The Company has reviewed and evaluated a number
of business  ventures for possible  acquisition or participation by the Company.
The Company has not entered into any agreement,  nor does it have any commitment
or understanding to enter into or become engaged in a transaction as of the date
of this filing.  The Company  continues  to  investigate,  review,  and evaluate
business  opportunities  as they  become  available  and will seek to acquire or
become engaged in business  opportunities at such time as specific opportunities
warrant.

PLAN OF OPERATIONS

         The Company had no sales or sales  revenues  for the three months ended
March 31, 2005 or 2004 because it is a shell company that has not commenced plan
business operations.

         The Company had no costs of sales  revenues  for the three months ended
March  31,  2005 or 2004  because  it is a shell  company  that  has not had any
business operations.  The Company had general and administrative  expenses of $0
for the three  month  period  ended March 31, 2005 and $0 for the same period in
2004.

CAPITAL RESOURCES AND LIQUIDITY

         At March 31, 2005, the Company had total current assets of $0 and total
assets of $0 as  compared to $0 current  assets and $0 total  assets at December
31, 2004. The Company had a net working  capital  deficit of $2,500 at March 31,
2005 and $12,953 at December 31, 2004.



<PAGE>



         Net  stockholders'  deficit in the  Company  was $2,500 as of March 31,
2005 and $12,953 at December 31, 2004.

ITEM 3.  CONTROLS AND PROCEDURES

         The Company's Chief Executive  Officer and Chief Financial  Officer are
responsible for establishing and maintaining  disclosure controls and procedures
for the Company.

         (a) Evaluation of Disclosure Controls and Procedures

         As of the end of the period covered by this report, the Company carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's management, including the Company's President, of the effectiveness of
the design and operation of the  Company's  disclosure  controls and  procedures
pursuant to Rule 13a-15 under the  Securities  Exchange Act of 1934,  as amended
(the  "Exchange  Act").  Based  upon the  evaluation,  the  Company's  President
concluded that, as of the end of the period, the Company's  disclosure  controls
and  procedures  were effective in timely  alerting him to material  information
relating to the Company  required to be included in the reports that the Company
files and submits pursuant to the Exchange Act.

         (b) Changes in Internal Controls

         Based on his evaluation as of March 31, 2005, there were no significant
changes in the Company's  internal  controls over financial  reporting or in any
other areas that could  significantly  affect the  Company's  internal  controls
subsequent to the date of his most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 2.  CHANGES IN SECURITIES

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None/Not Applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

None/Not Applicable.

ITEM 5.  OTHER INFORMATION

None.


<PAGE>



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

A)  EXHIBITS

3.1      Articles of Incorporation*

3.2      Bylaws*

4.1      Form of  Subscription  Agreement  executed by  investors in the Private
         Placement*

31.1     Certification of Chief Executive Officer Pursuant to Section 302 of the
         Sarbanes-Oxley Act

31.2     Certification of Chief Financial Officer Pursuant to Section 302 of the
         Sarbanes-Oxley Act

32.1     Certification of Chief Executive Officer Pursuant to Section 906 of the
         Sarbanes-Oxley Act

32.2     Certification of Chief Financial Officer Pursuant to Section 906 of the
         Sarbanes-Oxley Act

* Previously filed with the Securities and Exchange Commission on Form 10-SB.

B) REPORTS ON FORM 8-K

A Form 8-K was file on March 31, 2005.


























<PAGE>



                                   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.

                                TERRA TREMA, INC.

Dated: May 20, 2005

By:  /s/ Alan Lomax
     ------------------------------------
     Alan Lomax
     President and Director
    (Principal Executive Officer)


By:  /s/ Daniel Garner
     ------------------------------------
     Daniel Garner
     Secretary/Treasuer
    (Principal Financial and Accounting Officer)