U.S. 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 December 31, 2001.

....Transition report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the
transition period from _________ to _________.

Commission File No:  0-31751

**TABATHA II, INC.**

(Name of small business in its charter)

|Colorado                                       | 84-1536518                        
|---------------------------------------------- | ----------------------------------
|(State or other jurisdiction of Incorporation) | (IRS Employer Identification. No.)



1926 S. Oswego Way

Aurora,  Colorado 			80014

(Address of Principal Office)		Zip Code

Issuer's telephone number:    (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.  At December 31, 2001, the following shares of common were outstanding:  Common Stock, no par value, 9,962,500 shares.

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

PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

(a)  The unaudited financial statements of registrant for the three and six months ended
December 31, 2001 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.









|INDEX TO FINANCIAL STATEMENTS: |  
|------------------------------ | -
|                               |  
|Balance Sheet                  | 4
|Statements of Operations       | 5
|Statements of Cash Flows       | 6
|Notes to Financial Statements  | 7

Tabatha  II, Inc.

(A Development Stage Company)

BALANCE SHEET

|                             | **ASSETS**                                              |                                                                   | **December 31,**          
|---------------------------- | ------------------------------------------------------- | ----------------------------------------------------------------- | --------------------------
|****                         |                                                         |                                                                   |                           
|***CURRENT ASSETS*****       |                                                         |                                                                  
|                             | **************Cash and cash equivalents                 |                                                                   | $                    4,711
|                             | Prepaid legal                                           |                                                                   | -                         
|                             |                                                         |                                                                   |                           
|                             |                                                         | ******Total current assets**                                      | ****                      
|                             |                                                         |                                                                   |                           
|                             |                                                         | ******************TOTAL ASSETS**                                  | ****                      
|                             |                                                         |                                                                   |                           
|                             |                                                         |                                                                   |                           
|                             |                                                         |                                                                   |                           
|                             | **LIABILITIES AND STOCKHOLDERS' EQUITY**                |                                                                   |                           
|                             |                                                         |                                                                   |                           
|***CURRENT LIABILITIES*****  |                                                         | $                            -                                   
|                             |                                                         |                                                                   |                           
|                             |                                                         | ******Total 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                                                       |                           
|                             | Deficit accumulated during the development              |                                                                   |                           
|                             |                                                         | stage                                                             |                           
|                             |                                                         |                                                                   |                           
|                             |                                                         |                                                                   |                           
|                             |                                                         |                                                                   |                           
|                             |                                                         | ******TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY**                | $                    4,711
|                             |                                                         |                                                                   |                           

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

Tabatha  II, Inc.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

|                               |                                     |                        |                    | **For the period**                   | ****                     |                        |                   |         
|------------------------------ | ----------------------------------- | ---------------------- | ------------------ | ------------------------------------ | ------------------------ | ---------------------- | ----------------- | --------
|                               |                                     |                        |                    | ******************from inception**   | ****                     |                        |                   |         
|                               |                                     |                        |                    | ******************(March 17, 2000)** | **For the three months** | **For the six months**
|****                           |                                     |                        |                    | **to December 31,**                  | **ended December 31,**   | **ended December 31,**
|****                           |                                     |                        |                    | **2001**                             | **2001**                 | **2000**               | **2001**          | **2000**
|**REVENUES**                   |                                     |                        |                    |                                      |                          |                       
|                               | Interest income                     |                        | $              229 | $                13                  | $               53       | $              34      | $             110
|                               |                                     |                        |                    |                                      |                          |                        |                   |         
|**EXPENSES**                   |                                     |                        |                    |                                      |                          |                       
|                               | Selling, general and administrative |                        | 43,525             | -                                    | -                        | -                      | -                
|                               |                                     | Accounting             |                    | 2,425                                | 296                      | 900                    | 1,146             | 900     
|                               |                                     | Legal                  |                    | 3,570                                | 702                      | 1,987                  | 805               | 1,987   
|                               |                                     | Rent                   |                    | 1,050                                | 150                      | 150                    | 300               | 300     
|                               |                                     | Office supplies        |                    | 623                                  | -                        | -                      | 15                | -       
|                               |                                     | Travel & entertainment |                    | -                                    | -                        | -                      | -                 | -       
|                               |                                     | Non cash compensation  |                    | 13,300                               | -                        | 13,300                 | -                 | 13,300  
|                               |                                     | Total expenses         |                    | 64,493                               | 1,148                    | 16,337                 | 2,266             | 16,487  
|                               |                                     |                        |                    |                                      |                          |                        |                   |         
|**NET LOSS**                   |                                     | (64,264)               | (1,135)            | (16,284)                             | (2,232)                  | (16,377)              
|                               |                                     |                        |                    |                                      |                          |                        |                   |         
|Accumulated deficit            |                                     |                        |                    |                                      |                          |                       
|                               |                                     |                        |                    |                                      |                          |                        |                   |         
|                               | Balance, beginning of period        |                        | -                  | (63,129)                             | (44,859)                 | (62,032)               | (44,766)         
|                               |                                     |                        |                    |                                      |                          |                        |                   |         
|                               | Balance, end of period              |                        | $      (64,264)    | $      (64,264)                      | $      (61,143)          | $      (64,264)        | $    (61,143)    
|                               |                                     |                        |                    |                                      |                          |                        |                   |         
|**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             

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

Tabatha II, Inc.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS



|                                         |                          |                                 |                              |                                          | Inception              | **For the six**  | **For the six** 
|---------------------------------------- | ------------------------ | ------------------------------- | ---------------------------- | ---------------------------------------- | ---------------------- | ---------------- | ----------------
|****                                     |                          |                                 |                              |                                          | **(March 17, 2000)**   | **months ended** | **months ended**
|****                                     |                          |                                 |                              |                                          | **to December 31,**    | **December 31,** | **December 31,**
|****                                     |                          |                                 |                              |                                          | **2001**               | **2001**         | **2000**        
|**CASH FLOWS FROM OPERATING ACTIVITIES** |                          |                                 |                             
|                                         | Net loss                 |                                 | $          (64,264)          | $                (2,232)                 | $             (16,377)
|                                         | Adjustments to reconcile |                                 |                              |                                         
|                                         |                          | net loss to net cash flows from |                              |                                          |                       
|                                         |                          | operating activities:           |                              |                                          |                       
|                                         |                          |                                 | Rent expense                 | 1,050                                    | 300                    | 300             
|                                         |                          |                                 | Stock issued for services    | 43,525                                   | -                      | -               
|                                         |                          |                                 | Warrants issued for services | 13,300                                   |                        | 13,300          
|                                         |                          |                                 | Decrease in prepaid expenses | -                                        | -                      | 87              
|                                         |                          |                                 |                              |                                          |                        |                  |                 
|                                         |                          |                                 |                              | Net cash flows from operating activities | (6,389)                | (1,932)          | (2,690)         
|                                         |                          |                                 |                              |                                          |                        |                  |                 
|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**        | 4,711                        | (1,932)                                  | (2,690)               
|                                         |                          |                                 |                              |                                          |                        |                  |                 
|********CASH AND CASH EQUIVALENTS,       |                          |                                 |                             
|                                         |                          | ******BEGINNING OF PERIOD**     | -                            | 6,643                                    | 9,922                 
|                                         |                          |                                 |                              |                                          |                        |                  |                 
|********CASH AND CASH EQUIVALENTS,       |                          |                                 |                             
|                                         |                          | ******END OF PERIOD**           | $             4,711          | $             4,711                      | $             7,232   
|                                         |                          |                                 |                              |                                          |                        |                  |                 

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

Tabatha II, Inc.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2001

NOTE 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, 2001.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS 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, 2001, the Company remains in the development stage.  Since
inception, it has experienced no significant change in liquidity or capital resources or
stockholder's 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, 2001, the Company's
balance sheet reflects current and total assets of $4,711 in the form of cash and cash equivalents,
and current liabilities of $0.

The Company believes it has sufficient cash resources to pay the costs associated with
compliance with its reporting obligations for the remainder of the current fiscal year.  However,
it may not have sufficient cash resources to also pay the costs associated with carrying out its
business plan of seeking acquisition candidates.  Thus, the Company expects to require
additional capital during the fiscal year.  (See "Need for Additional Financing," below).

Results of Operations

During the period from March 17, 2000 (inception) through December 31, 2001, 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 and initial 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 $1,135 for the second quarter and a net loss of
$64,264 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

For the fiscal year ending June 30, 2002, 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 either to pay the costs associated
with carrying out its plan of operations or to pay the costs of compliance with its continuing
reporting obligations under the Securities Exchange Act of 1934, as amended, for the fiscal year
ending June 30, 2002.  This additional capital will be required whether or not the Company is
able to complete a business combination transaction during the current fiscal 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 itsexpenses.
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.

PART II - OTHER INFORMATION

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

- No exhibits are filed as part of this report.