UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-QSB





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

For the quarter ended September 30, 2004



_ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to _____





TABATHA II, INC.

(Name of small business in its charter)



|Colorado                                       | 0-31751                  | 84-1536518                          
|---------------------------------------------- | ------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number)
|1926 S. Oswego Way 
Aurora, Colorado           | 80014                   
|(Address of principal executive offices)       | (Zip Code)              



Registrants telephone number, including area code:  (303) 752-4637



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 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 ____



Applicable only to issuers involved in bankruptcy proceedings during the past five years:



Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ___ No ___



Applicable only to corporate issuers:



State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 10,227,500 as of September 30, 2004.



Transitional Small Business Disclosure Format (Check one): Yes __ No X

1







---

PART I - FINANCIAL INFORMATION



ITEM 1.    FINANCIAL STATEMENTS AND EXHIBITS

(a) The unaudited financial statements of registrant as of and for the period ending September 30, 2004 follow.



TABATHA II, INC.

(A Development Stage Company)

FINANCIAL STATEMENTS

September 30, 2004





|INDEX TO FINANCIAL STATEMENTS: |    
|------------------------------ | ---
|                               |    
|Balance Sheet                  | F-1
|Statements of Operations       | F-2
|Statements of Cash Flows       | F-3
|Notes to Financial Statements  | F-4

2







---

TABATHA II, Inc.

(A Development Stage Company)

BALANCE SHEET

September 30, 2004

(Unaudited)



|                     | ASSETS                                     |                                                     |                 |               
|-------------------- | ------------------------------------------ | --------------------------------------------------- | --------------- | --------------
|                     |                                            |                                                     |                 |               
|CURRENT ASSETS       |                                            |                                                     |                
|                     | Cash and cash equivalents                  |                                                     |                 | $       3,400 
|                     | Prepaid consulting                         |                                                     |                 | 5,400         
|                     |                                            |                                                     |                 |               
|                     |                                            | Total current assets                                |                 |               
|                     |                                            |                                                     |                 |               
|                     |                                            | TOTAL ASSETS                                        |                 |               
|                     |                                            |                                                     |                 |               
|                     |                                            |                                                     |                 |               
|                     |                                            |                                                     |                 |               
|                     | 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; 10,227,500 shares issued and     |                 |               
|                     |                                            | outstanding                                         |                 |               
|                     | Deficit accumulated during the development |                                                     |                
|                     |                                            | stage                                               |                 |               
|                     |                                            |                                                     |                 |               
|                     |                                            |                                                     |                 |               
|                     |                                            |                                                     |                 |               
|                     |                                            | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          |                 | $        8,800
|                     |                                            |                                                     |                 |               









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





F-1







---

TABATHA II, Inc.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

September 30, 2004

(Unaudited)



|                           |                                             |                |            | For the period   |               |              
|-------------------------- | ------------------------------------------- | -------------- | ---------- | ---------------- | ------------- | -------------
|                           |                                             |                |            | from inception   | For the three | For the three
|                           |                                             |                |            | (March 17, 2000) | months ended  | months ended 
|                           |                                             |                |            | to September 30, | September 30, | September 30,
|                           |                                             |                |            | 2004             | 2004          | 2003         
|REVENUES                   |                                             |                |            |                 
|                           | Interest income                             |                | $  240     | $    1           | $     -      
|                           |                                             |                |            |                  |               |              
|EXPENSES                   |                                             |                |            |                 
|                           | Selling, general and administrative expense |                | 43,746     | -                | -            
|                           | Accounting                                  |                | 9,464      | 2,050            | -            
|                           | Legal                                       |                | 4,174      | -                | 100          
|                           | Rent                                        |                | 2,700      | 150              | 150          
|                           | Consulting                                  |                | 8,300      | 3,300            |              
|                           | Office supplies                             |                | 1,315      | 36               | 90           
|                           | Non-cash compensation                       |                | 13,300     | -                | -            
|                           |                                             |                |            |                  |               |              
|                           |                                             | Total expenses |            | 82,999           | 5,536         | 340          
|                           |                                             |                |            |                  |               |              
|NET LOSS                   |                                             | (82,759)       | (5,535)    | (340)           
|                           |                                             |                |            |                  |               |              
|Accumulated deficit        |                                             |                |            |                 
|                           |                                             |                |            |                  |               |              
|                           | Balance, beginning of period                |                | -          | (77,224)         | (68,939)     
|                           |                                             |                |            |                  |               |              
|                           | Balance, end of period                      |                | $ (82,759) | $ (82,759)       | $  (69,279)  
|                           |                                             |                |            |                  |               |              
|NET LOSS PER SHARE         |                                             | $   (0.01)     | $   (NIL)  | $    (NIL)      
|                           |                                             |                |            |                  |               |              
|WEIGHTED AVERAGE NUMBER OF |                                             |                |            |                 
|SHARES OUTSTANDING         |                                             | 9,786,439      | 9,209,191  | 10,062,400      





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

F-2







---

TABATHA II, Inc.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS



|                                   |                                 |                                   |                                          | For the period   |               |              
|---------------------------------- | ------------------------------- | --------------------------------- | ---------------------------------------- | ---------------- | ------------- | -------------
|                                   |                                 |                                   |                                          | from inception   | For the three | For the three
|                                   |                                 |                                   |                                          | (March 17, 2000) | months ended  | months ended 
|                                   |                                 |                                   |                                          | to September 30, | September 30, | September 30,
|                                   |                                 |                                   |                                          | 2004             | 2004          | 2003         
|                                   |                                 |                                   |                                          |                  |               |              
|Net loss                           | $ (82,759)                      | $  (5,535)                        | $ (340)                                 
|Adjustments to reconcile           |                                 |                                   |                                         
|                                   | net loss to net cash flows from |                                   |                                          |                 
|                                   | operating activities:           |                                   |                                          |                 
|                                   |                                 | Rent expense                      | 2,700                                    | 150              | 150          
|                                   |                                 | Stock issued for prepaid services | (5,400)                                  | 3,300            |              
|                                   |                                 | Stock issued for services         | 56,525                                   | -                | -            
|                                   |                                 | Warrants issued for services      | 13,300                                   | -                | -            
|Changes in assets and liabilities: |                                 |                                   |                                         
|                                   |                                 | Decrease in accounts payable      | -                                        | (434)            | (356)        
|                                   |                                 |                                   |                                          |                  |               |              
|                                   |                                 |                                   | Net cash flows from operating activities | (15,634)         | (2,519)       | (546)        
|                                   |                                 |                                   |                                          |                  |               |              
|                                   |                                 |                                   |                                          | -                | -             | -            
|                                   |                                 |                                   |                                          |                  |               |              
|                                   |                                 |                                   |                                          |                  |               |              
|Issuance of common stock           | 19,034                          | 434                               | -                                       
|Loans from shareholders            | -                               | -                                 | -                                       
|                                   |                                 |                                   |                                          |                  |               |              
|                                   |                                 |                                   | Net cash flows from financing activities | 19,034           | 434           | -            
|                                   |                                 |                                   |                                          |                  |               |              
|                                   |                                 |                                   | NET INCREASE (DESCREASE) IN CASH         |                  |               |              
|                                   | AND CASH EQUIVALENTS            | 3,400                             | (2,085)                                  | (546)           
|                                   |                                 |                                   |                                          |                  |               |              
|                                   |                                 |                                   | CASH AND CASH EQUIVALENTS,               |                  |               |              
|                                   | BEGINNING OF PERIOD             | -                                 | 5,485                                    | 2,292           
|                                   |                                 |                                   |                                          |                  |               |              
|                                   |                                 |                                   | CASH AND CASH EQUIVALENTS,               |                  |               |              
|                                   | END OF PERIOD                   | $  3,400                          | $ 3,400                                  | $  1,746        







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

F-3







---

TABATHA II, Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 2004



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, 2004.

F-4







---

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



SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS



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.  For that reason, these statements 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 concerning 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.  No statements contained in the following discussion should be construed as a guarantee or assurance of future performance or future results.



Liquidity and Capital Resources



As of September 30, 2004, 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 $ 19,034 from its inside capitalization funds. Consequently, for the period ended September 30, 2004, the Company's balance sheet reflects current and total assets of $ 8,800 in the form of cash and cash equivalents, prepaid expenses, 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.

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.

7







---

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 (or those persons performing similar functions), 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 before the filing date of this quarterly report (the "Evaluation Date"), have 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.



PART II - OTHER INFORMATION



ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.



From June 2003 to June 2004, the Company sold 424,900 shares of its common stock.. The shares were sold to two company principals who reported the transactions on Form 4, and two non-affiliates.  99,900 shares were sold for $.01 and 32,500 for $.02.  The proceeds of $7,500 were used for working capital. There were no other sales of common stock in the last three years. The Company also issued 650,000 shares of stock at $.02 for services.



The sales were made for cash in reliance upon the exemption from registration offered by Regulation D and Section 4(2) of the Securities Act of 1933.  Based upon the Subscription Agreement executed by each of the purchasers, and based upon the pre-existing relationship between the cash subscribers and the Companys officers and directors, the Company had reasonable grounds to believe immediately prior to making an offer to the private investors, and did in fact believe, when such subscriptions were accepted, that such purchasers (1) were purchasing for investment and not with a view to distribution, and (2) had such knowledge and experience in financial and business matters that they were capable of evaluating the merits and risks of their investment and were able to bear those risks.  The purchasers had access to pertinent information enabling them to ask informed questions.  The shares were issued without the benefit of registration.  An appropriate restrictive legend is imprinted upon each of the certificates representing such shares.  All such sales were effected without the aid of underwriters, and no sales commissions were paid.

8







---





The following exhibits are filed herewith:



31.1

Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.



32.1

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



9







---

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.



TABATHA II, INC.



By: /S/ JOHN BALLARD
John Ballard, President, Chief Financial Officer and a Director

Date:  November 15, 2004



By: /S/ DIANE THELEN
Diane Thelen, Secretary, Treasurer, and a Director



Date: November 15, 2004









10