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 quarterly
period ended March 31, 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**

|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     No X

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: 7,179,100 as of May 14, 2004.

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

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PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

(a) The unaudited financial statements of registrant as of and for the period ending March 31, 2004
follow.

TABATHA II, INC.

(A Development Stage Company)****

FINANCIAL STATEMENTS

March 31, 2004

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|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

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**Tabatha II, Inc.**

**(A Development Stage Company)**

**BALANCE SHEET**

**March 31, 2004**

**(unaudited)**

|                                       | **ASSETS**                                              |                                                                   |      |                            
|-------------------------------------- | ------------------------------------------------------- | ----------------------------------------------------------------- | ---- | ---------------------------
|                                       |                                                         |                                                                   |      |                            
|***CURRENT ASSETS*****                 |                                                         |                                                                   |     
|                                       | **************Cash and cash equivalents                 |                                                                   |      | $                       102
|                                       |                                                         |                                                                   |      |                            
|                                       |                                                         | ******Total current assets**                                      | **** |                            
|                                       |                                                         |                                                                   |      |                            
|                                       |                                                         | ******************TOTAL ASSETS**                                  | **** |                            
|                                       |                                                         |                                                                   |      |                            
|                                       |                                                         |                                                                   |      |                            
|                                       | **LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**      |                                                                   |     
|                                       |                                                         |                                                                   |      |                            
|***CURRENT LIABILITIES*****            |                                                         |                                                                   |     
|                                       | Accounts payable                                        |                                                                   |      | $                       406
|                                       |                                                         |                                                                   |      |                            
|                                       |                                                         | ******Total current liabilities**                                 | **** |                            
|                                       |                                                         |                                                                   |      |                            
|***STOCKHOLDERS' EQUITY (DEFICIT)***** |                                                         |                                                                  
|                                       | **************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; 7,179,100 shares issued and                    |      |                            
|                                       |                                                         | outstanding                                                       |      |                            
|                                       | Deficit accumulated during the development              |                                                                   |      |                            
|                                       |                                                         | stage                                                             |      |                            
|                                       |                                                         |                                                                   |      |                            
|                                       |                                                         |                                                                   |      |                            
|                                       |                                                         |                                                                   |      |                            
|                                       |                                                         | ******TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)**       |      | $                       102
|                                       |                                                         |                                                                   |      |                            

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

F-1

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**Tabatha II, Inc.**

**(A Development Stage Company)**

**STATEMENTS OF OPERATIONS**

**(unaudited)**

|                               |                                                     |                            |                            | **For the period**            | ****                         |                               |                              |                 
|------------------------------ | --------------------------------------------------- | -------------------------- | -------------------------- | ----------------------------- | ---------------------------- | ----------------------------- | ---------------------------- | ----------------
|                               |                                                     |                            |                            | **from inception**            | **For the three**            | **For the three**             | **For the nine**             | **For the nine**
|****                           |                                                     |                            |                            | **(March 17, 2000)**          | **months ended**             | **months ended**              | **months ended**             | **months ended**
|****                           |                                                     |                            |                            | **to March 31,**              | **March 31,**                | **March 31,**                 | **March 31,**                | **March 31,**   
|****                           |                                                     |                            |                            | **2004**                      | **2004**                     | **2003**                      | **2004**                     | **2003**        
|**REVENUES**                   |                                                     |                            |                            |                               |                              |                              
|                               | Interest income                                     |                            | $                      238 | $                           - | $                          1 | $                           - | $                          4
|                               |                                                     |                            |                            |                               |                              |                               |                              |                 
|**EXPENSES**                   |                                                     |                            |                            |                               |                              |                              
|                               | ********Selling, general and administrative expense |                            | 43,525                     | -                             | -                            | -                             | -                           
|                               | ********Accounting                                  |                            | 6,980                      | 406                           | 328                          | 1,975                         | 1,753                       
|                               | ********Legal                                       |                            | 3,849                      | -                             | -                            | 100                           | 8                           
|                               | ********Rent                                        |                            | 2,400                      | 150                           | 150                          | 450                           | 450                         
|                               | ********Consulting                                  |                            | 1,000                      | -                             | -                            | -                             | -                           
|                               | ********Office supplies                             |                            | 813                        | 45                            | 25                           | 165                           | 25                          
|                               | Non-cash compensation                               |                            | 13,300                     | -                             | -                            | -                             | -                           
|                               |                                                     |                            |                            |                               |                              |                               |                              |                 
|                               |                                                     | Total expenses             |                            | 71,867                        | 601                          | 503                           | 2,690                        | 2,236           
|                               |                                                     |                            |                            |                               |                              |                               |                              |                 
|**NET LOSS**                   |                                                     | (71,629)                   | (601)                      | (502)                         | (2,690)                      | (2,232)                      
|                               |                                                     |                            |                            |                               |                              |                               |                              |                 
|Accumulated deficit            |                                                     |                            |                            |                               |                              |                              
|                               |                                                     |                            |                            |                               |                              |                               |                              |                 
|                               | Balance, beginning of period                        |                            | -                          | (71,028)                      | (66,932)                     | (68,939)                      | (65,202)                    
|                               |                                                     |                            |                            |                               |                              |                               |                              |                 
|                               | Balance, end of period                              |                            | $               (71,629)   | $               (71,629)      | $               (67,434)     | $               (71,629)      | $               (67,434)    
|                               |                                                     |                            |                            |                               |                              |                               |                              |                 
|**NET LOSS PER SHARE**         |                                                     | $                   (0.01) | $                    (NIL) | $                    (NIL)    | $                    (NIL)   | $                    (NIL)   
|                               |                                                     |                            |                            |                               |                              |                               |                              |                 
|**WEIGHTED AVERAGE NUMBER OF** |                                                     |                            |                            |                               |                              |                              
|**SHARES OUTSTANDING**         |                                                     | 9,922,482                  | 9,111,862                  | 9,962,500                     | 9,747,858                    | 9,962,500                    

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

F-2

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**Tabatha II, Inc.**

**(A Development Stage Company)**

**STATEMENTS OF CASH FLOWS**

**(unaudited)**

|                                         |                          |                                 |                              |                                          | **For the period**     | ****             |                 
|---------------------------------------- | ------------------------ | ------------------------------- | ---------------------------- | ---------------------------------------- | ---------------------- | ---------------- | ----------------
|                                         |                          |                                 |                              |                                          | **from inception**     | **For the nine** | **For the nine**
|****                                     |                          |                                 |                              |                                          | **(March 17, 2000)**   | **months ended** | **months ended**
|****                                     |                          |                                 |                              |                                          | **to March 31,**       | **March 31,**    | **March 31,**   
|****                                     |                          |                                 |                              |                                          | **2004**               | **2004**         | **2003**        
|**CASH FLOWS FROM OPERATING ACTIVITIES** |                          |                                 |                             
|                                         | Net loss                 | $             (71,629)          | $              (2,690)       | $               (2,232)                 
|                                         | Adjustments to reconcile |                                 |                              |                                         
|                                         |                          | net loss to net cash flows from |                              |                                          |                       
|                                         |                          | operating activities:           |                              |                                          |                       
|                                         |                          |                                 | Rent expense                 | 2,400                                    | 450                    | 450             
|                                         |                          |                                 | Stock issued for services    | 43,525                                   | -                      | -               
|                                         |                          |                                 | Warrants issued for services | 13,300                                   | -                      | -               
|                                         |                          |                                 | Increase in accounts payable | 406                                      | 50                     | -               
|                                         |                          |                                 |                              |                                          |                        |                  |                 
|                                         |                          |                                 |                              | Net cash flows from operating activities | (11,998)               | (2,190)          | (1,782)         
|                                         |                          |                                 |                              |                                          |                        |                  |                 
|**CASH FLOWS FROM INVESTING ACTIVITIES** | -                        | -                               | -                           
|                                         |                          |                                 |                              |                                          |                        |                  |                 
|**CASH FLOWS FROM FINANCING ACTIVITIES** |                          |                                 |                             
|                                         | Issuance of common stock | 12,100                          | -                            | -                                       
|                                         |                          |                                 |                              |                                          |                        |                  |                 
|                                         |                          |                                 |                              | Net cash flows from financing activities | 12,100                 | -                | -               
|                                         |                          |                                 |                              |                                          |                        |                  |                 
|**NET INCREASE (DECREASE) IN CASH**      |                          |                                 |                             
|                                         |                          | **AND CASH EQUIVALENTS**        | 102                          | (2,190)                                  | (1,782)               
|                                         |                          |                                 |                              |                                          |                        |                  |                 
|**********CASH AND CASH EQUIVALENTS,**   |                          |                                 |                             
|                                         |                          | ******BEGINNING OF PERIOD**     | -                            | 2,292                                    | 4,073                 
|                                         |                          |                                 |                              |                                          |                        |                  |                 
|**********CASH AND CASH EQUIVALENTS,**   |                          |                                 |                             
|                                         |                          | ******END OF PERIOD**           | $                   102      | $                   102                  | $                2,291
|                                         |                          |                                 |                              |                                          |                        |                  |                 
|                                         |                          |                                 |                              |                                          |                        |                  |                 

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

F-3

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******Tabatha II, Inc.**

**(A Development Stage Company)**

**NOTES TO FINANCIAL STATEMENTS**

**March 31, 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, 2003.****

**2.	Stockholders' equity**

On March 1, 2004, 2,883,300 shares of common stock were surrendered by the President of the Company
concurrent with his resignation as President and Director.  The Company immediately canceled these shares.

Subsequent to the end of the quarter, warrants to purchase 2,660,000 shares of common stock at $0.005 per
share were surrendered and canceled by the Company.

F-4

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**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 March 31, 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 $12,100 from its inside capitalization funds.  Consequently, for the period ended March 31,
2004, the Company's balance sheet reflects current and total assets of $ 102 in the form of cash and cash
equivalents, and current liabilities of $ 406.

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.

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.

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ITEM 3.        CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and
with the participation of our chief executive officer and chief financial officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based on this evaluation, our chief
executive officer and chief financial officer concluded that our disclosure controls and procedures are
effective in timely alerting them to material information required to be included in our periodic SEC
reports. It should be noted that design of any system of controls is based in part upon certain

 assumptions about the likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

PART II - OTHER INFORMATION

ITEM 2.        CHANGES IN SECURITIES

None.

ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K.

> (a)        The following exhibits are filed herewith:
> 
> 
> 31.1       Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act
> of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
> 2002.
> 
> 32.1       Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
> the Sarbanes-Oxley Act of 2002.
> 
> 
> (b)        No reports on Form 8-K were filed by
> the Company for the quarter ended March 31, 2004.

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**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: May 11,  2004

By: /S/ DIANE THELEN

 Diane Thelen, Secretary, Treasurer, and a Director

Date: May 11, 2004