(Mark One)

X...Quarterly report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the
quarterly period ended March 31, 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 March 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 nine months ended March 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

(unaudited)

|                                                                                                     | March 31, 2001
|---------------------------------------------------------------------------------------------------- | --------------
|**ASSETS**                                                                                           |               
|**CURRENT ASSETS**                                                                                   |               
|Cash and cash equivalents                                                                            | $ 6,940       
|Prepaid legal                                                                                        | -             
|**Total current assets**                                                                             | 6,940         
|**TOTAL ASSETS**                                                                                     | $ 6,940       
|**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 | 68,525        
|Deficit accumulated during the development stage                                                     | (61,585)      
|                                                                                                     | 6,940         
|**TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY**                                                       | $ 6,940       

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

TABATHA II, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

|                                                  | Unaudited

Inception (March
17, 2000) to

March 31, 2001 | Unaudited

for the three
months ended
March 31, 2001 | Unaudited

for the nine
months ended
March 31, 2001
|------------------------------------------------- | -------------------------------------------------------- | ---------------------------------------------------- | ---------------------------------------------------
|**REVENUES**                                      |                                                          |                                                      |                                                    
|Interest income                                   | $   173                                                  | $   33                                               | $ 143                                              
|**EXPENSES**                                      |                                                          |                                                      |                                                    
|Selling, general and administrative               | 43,525                                                   | -                                                    |                                                    
|Accounting                                        | 1,095                                                    | 195                                                  | 1,095                                              
|Legal                                             | 2,630                                                    | 130                                                  | 2,117                                              
|Rent                                              | 600                                                      | 150                                                  | 450                                                
|Office Supplies                                   | 608                                                      | -                                                    |                                                    
|Travel and entertainment                          |                                                          |                                                      |                                                    
|Non cash compensation                             | 13,300                                                   | -                                                    | 13,300                                             
|Total expenses                                    | 61,758                                                   | 475                                                  | 16,962                                             
|**NET LOSS**                                      | (61,585)                                                 | (442)                                                | (16,819)                                           
|Accumulated deficit                               |                                                          |                                                      |                                                    
|Balance, beginning of period                      | -                                                        | (61,143)                                             | (44,766)                                           
|Balance, end of period                            | $(61,585)                                                | $(61,585)                                            | $(61,585)                                          
|**NET LOSS PER SHARE**                            | (NIL)                                                    | (NIL)                                                | (NIL)                                              
|**WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING** | 11,262,500                                               | 11,262,500                                           | 11,262,500                                         
|                                                  |                                                          |                                                      |                                                    



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

TABATHA II, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS



|                                                                               | Inception

(March 17, 2000)

to March 31, 2001 | Unaudited

for the nine months
ended March 31, 2001
|------------------------------------------------------------------------------ | ---------------------------------------------- | ---------------------------------------------------
|**CASH FLOWS FROM OPERATING
ACTIVITIES**                                       |                                                |                                                    
|Net Loss                                                                       | $(61,585)                                      | $(16,819)                                          
|Adjustments to reconcile net loss to net
cash flows from operating activities: |                                                |                                                    
|Rent expense                                                                   | 600                                            | 450                                                
|Stock issued for services                                                      | 56,825                                         | 13,300                                             
|Decrease in prepaid expenses                                                   | -                                              | 87                                                 
|Net cash flows from operating activities                                       | (4,160)                                        | (2,982)                                            
|**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**                       | 6,940                                          | (2,982)                                            
|**CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD**                             | -                                              | 9,922                                              
|**CASH AND CASH EQUIVALENTS,
END OF PERIOD**                                   | $ 6,940                                        | $ 6,940                                            

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

TABATHA II, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

March 31, 2001

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, 2000.

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

Liquidity and Capital Resources

As of March 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 March 31, 2001, the Company's balance sheet reflects
current and total assets of $6,940 in the form of cash, and current liabilities of $0.

The Company does not have sufficient assets or capital resources to pay its on-going
expenses while it is seeking out business opportunities, and it has no current plans to raise
additional capital through sale of securities, or otherwise. As a result, although the Company has
no agreement in place with its shareholders or other persons to pay expenses on its behalf, it is
currently anticipated that the Company will rely on loans or additional capital contributions from
shareholders or to pay expenses at least until it is able to consummate a business transaction.

Results of Operations

During the period from March 17, 2000 (inception) through March 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 $442 for the third quarter and a net loss of  $16,819
for the nine months ended March 31, 2001.   The loss during the quarter and during the nine
months ended March 31, 2001 is 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, 2001, and for the succeeding twelve months, 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 the
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, for the fiscal year ending
June 30, 2001 and thereafter.  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 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.

PART II - OTHER INFORMATION

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

- No exhibits are filed as part of this report.

(b)	No reports on Form 8-K were filed by the Company for the quarter ended March 31,
2001.

SIGNATURE

In accordance with the requirements of the Exchange Act, the registrant caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

TABATHA II, INC.

By: /S/ ROBERT L. SMITH

Robert L. Smith, President and Director

By: /S/ DIANE THELEN

Diane Thelen, Director

By: /S/ KIP PEDRIE

Kip Pedrie, Director

Date: May 14, 2001