FORM 10-QSB

                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

(X)  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

For the quarterly period ended December 31, 2002

                                         OR

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                    Commission file number:  0-31751


                            TABATHA II, INC.
               ______________________________________________________
               (Exact name of registrant as specified in its charter)

           Colorado                                    84-1536518
_______________________________          __________________________________
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

1926 S. Oswego Way            Aurora, Colorado                      80014
___________________________________________________________________________
 (Address of principal executive offices)                       (Zip  Code)

                               (303) 752-4637
________________________________________________________________________________
                 (Registrant's telephone number, including area code)


________________________________________________________________________________
 (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 the number of shares outstanding of each of the issuer's classes of
stock, as of the latest practicable date.

                                                          Shares  Outstanding
            Class of Securities                           at January 22, 2003
            ___________________                           ___________________

            Common Stock, no par value                           9,962,500


    Transitional Small Business Disclosure Format

Yes         No  X
    ___        ___



                                        INDEX


PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements.

        (a)  The reviewed financial statements of registrant for the three
months ended December 31, 2002, follow.  The financial statements reflect
all adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the interim period presented.



                               TABATHA II, INC.
                       (A Development Stage Company)

                            FINANCIAL STATEMENTS

                              December 31, 2002


                                   CONTENTS



         BALANCE SHEET ............................................    1

         STATEMENTS OF OPERATIONS .................................    2

         STATEMENTS OF CASH FLOWS .................................    3

         NOTES TO THE FINANCIAL STATEMENTS ........................    4


ITEM 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                     5

ITEM 3.  Controls and Procedures                                       5

PART II. OTHER INFORMATION                                             6

Signatures                                                             7

Certifications                                                         8


                                    TABATHA II, INC.
                            (A Development Stage Company)
                                    BALANCE SHEET
                                  December 31, 2002
                                     (unaudited)


   ASSETS
CURRENT ASSETS
   Cash and cash equivalents                                         $   2,643
                                                                      --------
         Total current assets                                            2,643
                                                                      --------

         TOTAL ASSETS                                                $   2,643
                                                                      ========


   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES                                                  $       -



STOCKHOLDERS' EQUITY
   Preferred stock, no par value; 10,000,000
      shares authorized; no shares issued and
      outstanding                                                            -
   Common stock, no par value; 100,000,000
      shares authorized; 9,962,500 shares issued
      and outstanding                                                   69,575
   Deficit accumulated during the
      development stage                                                (66,932)
                                                                      --------
                                                                         2,643
                                                                      --------

         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $   2,643
                                                                      ========

       The accompanying notes are an integral part of the financial statements.
                                            1


                                     TABATHA II, INC.
                            (A Development Stage Company)
                               STATEMENTS OF OPERATIONS
                                      (unaudited)

<TABLE>
<S>                         <C>          <C>        <C>        <C>        <C>
                             For the
                             Period       For the    For the    For the    For the
                             March 17,    three      three      six        six
                             2000         months     months     months     months
                             (Inception)  ended      ended      ended      ended
                             to December  December   December   December   December
                             31, 2002     31, 2002   31, 2001   31, 2002   31, 2001
                             -----------  ---------  ---------  ---------  ---------
REVENUES
  Interest income            $       236  $       1  $      13  $       3  $      34

EXPENSES
  Selling, general and
   administrative expense         43,525          -          -          -          -
   Accounting                      4,321      1,425        296      1,425      1,146
   Legal                           3,724          -        702          8        805
   Rent                            1,650        150        150        300        300
   Office supplies                   648          -          -          -         15
   Non cash compensation          13,300          -          -          -          -
                              ----------  ---------  ---------  ---------  ---------
        Total expenses            67,168      1,575      1,148      1,733      2,266
                              ----------  ---------  ---------  ---------  ---------
NET LOSS                         (66,932)    (1,574)    (1,135)    (1,730)    (2,232)

Accumulated deficit
  Balance, beginning of period         -    (65,358)   (63,129)   (65,202)   (62,032)
                              ----------  ---------  ---------  ---------  ---------
  Balance, end of period      $  (66,932) $ (66,932) $ (64,264) $ (66,932) $ (64,264)
                              ==========  =========  =========  =========  =========
NET LOSS PER SHARE            $    (0.01) $    (NIL) $    (NIL) $    (NIL) $    (NIL)
                              ==========  =========  =========  =========  =========
WEIGHTED AVERAGE
  NUMBER OF SHARES
  OUTSTANDING                  9,962,500  9,962,500  9,962,500  9,962,500  9,962,500
                              ==========  =========  =========  =========  =========

</TABLE>

  The accompanying notes are an integral part of the financial statements.
                                            2



                                   TABATHA II, INC.
                            (A Development Stage Company)
                               STATEMENTS OF CASH FLOWS
                                     (unaudited)

<TABLE>
<S>                                    <C>             <C>           <C>
                                       Period          For the       For the
                                       March 17,       six           six
                                       2000            months        months
                                       (Inception) to  ended         ended
                                       December 31,    December 31,  December 31,
                                       2002            2002          2001
                                       ------------    ----------    ---------
CASH FLOWS FROM OPERATING
 ACTIVITIES
  Net loss                             $    (66,932)   $   (1,730)   $  (2,232)
  Adjustments to reconcile
    net loss to net cash flows
    from operating activities:
      Rent expense                            1,650           300          300
      Stock issued for services              43,525             -            -
      Warrants issued for services           13,300             -            -
                                       ------------    ----------    ---------
    Net cash flows from
       operating activities                  (8,457)       (1,430)      (1,932)

CASH FLOWS FROM INVESTING
  ACTIVITIES                                      -             -            -

CASH FLOWS FROM FINANCING
  ACTIVITIES
  Issuance of common stock                   11,100             -            -
                                       ------------    ----------    ---------
    Net cash flows
      from financing activities              11,100             -            -
                                       ------------    ----------    ---------
NET INCREASE (DECREASE) IN
  CASH AND CASH EQUIVALENTS                   2,643        (1,430)      (1,932)

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                             -         4,073        6,643
                                       ------------    ----------    ---------
CASH AND CASH EQUIVALENTS,
  END OF PERIOD                        $      2,643    $    2,643    $   4,711
                                       ============    ==========    =========

</TABLE>

       The accompanying notes are an integral part of the financial statements.
                                            3
<FN>

                                   TABATHA II, INC.
                            (A Development Stage Company)
                            NOTES TO FINANCIAL STATEMENTS
                                   December 31, 2002



1.  Management's representation of interim financial information
    ------------------------------------------------------------
The accompanying financial statements have been prepared by Tabatha II, Inc.
without audit pursuant to the rules and regulations of the
Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted as
allowed by such rules and regulations, and management believes that the
disclosures are adequate to make the information presented not misleading.
These financial statements include all of the adjustments which, in the opinion
of management, are necessary to a fair presentation of financial position and
results of operations.  All such adjustments are of a normal and recurring
nature.  These financial statements should be read in conjunction with the
audited financial statements at June 30, 2002.

                                            4



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

Certain statements in this report, including statements in the following
discussion, which are not statements of historical fact, are what are known
as "forward looking statements," which are basically statements about the
future, and which, for that reason, involve risk and uncertainty since
no one can accurately predict the future.  Words such as "plans," "intends,"
"will," "hopes," "seeks," "anticipates," "expects" and the like often
identify such forward looking statements, but are not the only indication
that a statement is a forward looking statement.  Such forward looking
statements include statements of our plans and objectives with respect
to the present and future operations of the Company, and statements which
express or imply that such present and future operations will or may produce
revenues, income or profits.  Numerous factors and future events could
cause the Company to change such plans and objectives or fail to successfully
implement such plans or achieve such objectives, or cause such present and
future operations to fail to produce revenues, income or profits.  Therefore,
the reader is advised that the following discussion should be considered in
light of the discussion of risks and other factors contained in this report
on Form 10QSB and in the Company's other filings with the Securities and
Exchange Commission, and that no statements contained in the following
Discussion or in this Form 10QSB should be construed as a guarantee or
Assurance of future performance or future results.

Liquidity and Capital Resources

    As of December 31, 2002, the Company remains in the development stage.
Since inception, it has experienced no significant change in liquidity or
capital resources or stockholders' equity other than the receipt of proceeds
in the amount of $11,100 from its inside capitalization funds.  Consequently,
for the period ended December 31, 2002, the Company's balance sheet reflects
current and total assets of $2,643 in the form of cash and cash equivalents,
and current liabilities of $0.

    The Company does not believe its existing cash resources will be
sufficient to pay costs associated with carrying out its plan of operations
for the remainder of the fiscal year.  Therefore it expects to require
additional capital (see "Need for Additional Financing" below) during the
fiscal year.

Results of Operations

    During the period from March 17, 2000 (inception) through December 31,
2002, the Company has engaged in no significant operations other than
organizational activities, acquisition of capital and preparation and filing
of its registration statement on Form 10-SB under the Securities Exchange Act
of 1934, as amended, compliance with its periodical reporting requirements
andinitial efforts to locate a suitable merger or acquisition candidate.  No
revenues were received by the Company during this period.

    The Company experienced a net loss of $1.574 for the quarter and a net
loss of $66,932 since inception.  These losses are primarily the result
of legal, consulting, and accounting costs related to initial registration
under the Securities Exchange Act of 1934 and subsequent compliance with
reporting requirements of the securities laws.  The Company does not expect
to generate any revenue until it completes a business combination, but will
continue to incur legal and accounting fees and other costs associated with
compliance with its reporting obligations.  As a result, the Company expects
that it will continue to incur losses each quarter at least until it has
completed a business combination.  Depending upon the performance of any
acquired business, the Company may continue to operate at a loss even
following completion of a business combination.

Plan of Operations

    The Company expects to continue its efforts to locate a suitable
business acquisition candidate and thereafter to complete a business
acquisition transaction.  The Company anticipates incurring a loss for
each quarter and for the full fiscal year as a result of expenses associated
with compliance with the reporting requirements of the Securities Exchange
Act of 1934, and expenses associated with locating and evaluating acquisition
candidates.  The Company does not expect to generate revenues until it
completes a business acquisition, and, depending upon the performance of the
acquired business, it may also continue to operate at a loss after completion
of a business combination.

Need for Additional Financing

    The Company believes it will require additional capital in order to pay
the costs associated with carrying out its plan of operations and the costs
of compliance with its continuing reporting obligations under the Securities
Exchange Act of 1934, as amended.  This additional capital will be required
whether or not the Company is able to complete a business combination
transaction during the current year.  Furthermore, once a business combination
is completed, the Company's needs for additional financing are likely to
increase substantially.

    No specific commitments to provide additional funds have been made by
management or other stockholders, and the Company has no current plans,
proposals, arrangements or understandings to raise additional capital through
the sale or issuance of additional securities prior to the location of a
merger or acquisition candidate.  Accordingly, there can be no assurance that
any additional funds will be available to the Company to allow it to cover
its expenses.  Notwithstanding the foregoing, however, to the extent that
additional funds are required, the Company anticipates receiving such funds
in the form of advancements from current shareholders without the issuance
of additional shares or other securities, or through the private placement
of restricted securities.  In addition, in order to minimize the amount of
additional cash which is required in order to carry out its business plan,
the Company might seek to compensate certain service providers by issuances
of stock in lieu of cash.

Item 3. Controls and Procedures

The Company's Chief Executive Officer and Chief Financial Officer, after
evaluating the effectiveness of the Company's disclosure controls and
procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934, as amended) as of a date within 90 days of the filing of
this quarterly report (the "Evaluation Date"), has concluded that, as of the
Evaluation Date, the Company's disclosure controls and procedures were
effective to ensure the timely collection, evaluation and disclosure of
information relating to the Company that would potentially be subject to
disclosure under the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder.  There were no significant changes in
the Company's internal controls or in other factors that could significantly
affect the internal controls subsequent to the Evaluation Date.

                                            5

                       PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.

         (a) Exhibits

             99.1  Certification of Chief Executive Officer and President of
             the Company, pursuant to 18 U.S.C. Section 1350, as adopted
             pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

         (b) Reports on Form 8-K

             None

                                            6

                               Signatures

     Pursuant to the requirements of the Securities Act of 1934, as amended, the
Registrant has caused this report to be signed on its behalf by the undersigned
duly authorized person.

Date: February 7, 2003                             TABATHA II, INC.

                                                   By: /s/ ROBERT L. SMITH
                                                   Robert L. Smith
                                                   President and Director


                                                   By: /s/ DIANE THELEN
                                                   Diane Thelen
                                                   Director


                                                   By: /s/ KIP PEDRIE
                                                   Kip Pedrie
                                                   Director

                                            7

                               Certifications

I, Robert L. Smith, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of
Tabatha II, Inc.;

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

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

4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and have:

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

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

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

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

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

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

6. I have indicated in this quarterly report whether or not 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.


Date: February 7, 2003
                                                       /s/ ROBERT L. SMITH
                                                           Robert L. Smith
                                                   Chief Executive Officer
                                                   Chief Financial Officer

                                            8