**UNITED
STATES**
 **SECURITIES
AND EXCHANGE COMMISSION**
 **Washington,
D.C. 20549**
 
 
 **FORM
10** - **QSB/A
(SECOND AMENDMENT)**
 
 
 X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the
quarter ended December 31, 2004
 
 _
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the
transition period from ____ to _____
 
 
 **TABATHA
I, INC.**
 (Name of
small business in its charter)
 
 Colorado
    0-31743
    84-1536517(State
      or other jurisdiction of incorporation)
    (Commission
      File Number)
    (IRS
      Employer Identification Number)1117
      Herkimer Street, Houston, Texas
    77008(Address
      of principal executive offices)
    (Zip
      Code)
 
 Registrant’s
telephone number, including area code: (713) 802-2944
 
 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: 81,302,500 as of May 31, 2005.
 
 Transitional
Small Business Disclosure Format (Check one): Yes __ No X
  
  **PART
I - FINANCIAL INFORMATION**
 
  **ITEM
1. FINANCIAL STATEMENTS**
   (a) The
unaudited financial statements of registrant as of and for the period ending
December 31, 2004 follow.
   **TABATHA
I, INC.**
 **(A
Development Stage Company)**
  **FINANCIAL
STATEMENTS**
  **December
31, 2004**
  
 
 INDEX
      TO FINANCIAL STATEMENTS:Balance Sheet
    F-1Statements of Operations
    F-2Statements of Cash Flows
    F-3Notes to Financial Statements
    F-4
  
  **TABATHA I, INC.**
 **(A
Development Stage Company)**
 **BALANCE
SHEET**
 **December
31, 2004**
 **(Unaudited)**
 
 December
      31, 2004**ASSETS**Current
      assets:Cash and cash equivalents
    
    $
    906Prepaid consulting
    
    
    2,000Total current assets
    
    
    2,906Total assets
    
    $
    2,906**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, 8,302,500
      shares issued and outstanding
    
    
    94,337Deficit accumulated during development stage
    
    
    (91,431
    )Total stockholders’ equity
    
    
    2,906Total liabilities and stockholders’ equity
    
    $
    2,906
 
 The
accompanying notes are an integral part of the financial
statements.
 
 
 F-1
   
  **TABATHA I, INC.**
 **(A
Development Stage Company)**
 **STATEMENTS
OF OPERATIONS**
 **December
31, 2004**
 **(Unaudited)**
  For
      the Period
      Inception
      (March
      17,2000)
      to
      December
      31,2004
    
    For
      the Three Months Ended
      December
      31, 2004
    
    For
      the Three Months Ended
      December
      31,2003
    
    For
      the Six Months Ended
      December
      31, 2004
    
    For
      the Six Months Ended
      December
      31, 2003Revenue:Interest income
    
    $
    191
    
    $
    --
    
    $
    --
    
    $
    --
    
    $
    --Expenses:Selling general andadministrative:
    
    
    44,019
    
    
    --
    
    
    --
    
    
    --
    
    
    --Accounting
    
    
    11,671
    
    
    473
    
    
    --
    
    
    4,610
    
    
    --Legal
    
    
    8,257
    
    
    --
    
    
    --
    
    
    --
    
    
    --Consulting
    
    
    10,000
    
    
    3,000
    
    
    --
    
    
    6,000
    
    
    --Rent
    
    
    2,850
    
    
    150
    
    
    150
    
    
    300
    
    
    300Office supplies
    
    
    1,525
    
    
    280
    
    
    30
    
    
    585
    
    
    182Non-cash compensation
    
    
    13,300
    
    
    --
    
    
    --
    
    
    --
    
    
    --Total expenses
    
    
    91,622
    
    
    3,903
    
    
    180
    
    
    11,495
    
    
    482Net
      loss
    
    
    (91,431
    )
    
    (3,903
    )
    
    (180
    )
    
    (11,495
    )
    
    (482
    )Accumulated
      deficit:Balance, beginning of period
    
    
    --
    
    
    (87,528
    )
    
    (72,115
    )
    
    (79,936
    )
    
    (71,813
    )Balance, end of period
    
    $
    (91,431
    )
    $
    (91,431
    )
    $
    (72,295
    )
    $
    (91,431
    )
    $
    (72,295
    )Net
      loss per share:Basic and diluted
    
    $
    (0.01
    )
    $
    (NIL
    )
    $
    (NIL
    )
    $
    (NIL
    )
    $
    (NIL
    )Weighted
      average number of shares
      outstanding:Basic and diluted
    
    
    9,994,859
    
    
    8,267,174
    
    
    9,962,500
    
    
    8,163,097
    
    
    9,962,500
 
 
 The
accompanying notes are an integral part of the financial
statements.
 
  F-2
 
 
 
   
  **TABATHA I, INC.**
 **(A
Development Stage Company)**
 **STATEMENTS
OF CASH FLOWS**
 **(Unaudited)**
 
 For
      the Period
      Inception
      (March
      17,2000)
      to
      December
      31,2004
    
    For
      the Six Months Ended December 31, 2004
    
    For
      the Six Months Ended December 31, 2003Cash
      flows from operating activities:Net loss
    
    $
    (91,431
    )
    $
    (11,495
    )
    $
    (482
    )Adjustments to reconcile net loss to net cashused
      in operating activities:Rent expense
    
    
    2,850
    
    
    300
    
    
    300Stock issued for prepaid services
    
    
    (2,000
    )
    
    6,000
    
    
    --Stock issued for services
    
    
    55,525
    
    
    --
    
    
    --Warrants issued for services
    
    
    13,300
    
    
    --
    
    
    --Decrease in accounts payable
    
    
    --
    
    
    (2,412
    )
    
    --Net cash used in operating activities
    
    
    (21,756
    )
    
    (7,607
    )
    
    (182
    )Cash
      flows from investing activities
    
    
    --
    
    
    --
    
    
    --Cash
      flows from financing activities:Issuance of common stock
    
    
    22,662
    
    
    7,412
    
    
    2,650Loans from shareholders
    
    
    --
    
    
    --
    
    
    (2,650
    )Net cash provided by financing activities
    
    
    22,662
    
    
    7,412
    
    
    --Net
      increase (decrease) in cash
    
    
    906
    
    
    (195
    )
    
    (182
    )Cash
      and cash equivalents, beginning of period
    
    
    --
    
    
    1,101
    
    
    712Cash
      and cash equivalents, end of period
    
    $
    906
    
    $
    906
    
    $
    530
 
 
 The
accompanying notes are an integral part of the financial
statements.
 
  F-3
 
   
  **TABATHA I, INC.**
 **(A
Development Stage Company)**
 **NOTES
TO FINANCIAL STATEMENTS**
 **December
31, 2004**
 (Unaudited)
 
 **1.**  **Management’s
representation of interim financial information**
 
 The
accompanying financial statements have been prepared by Tabatha I, 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.
 
  **2.**  **Subsequent
event**
   On
February 25, 2005, Tabatha I, Inc. (the “Company” or “Tabatha”) closed on a
transaction acquiring all of the common stock of Zigen, Inc., a Texas
corporation (“Zigen”), pursuant to an exchange agreement by and among the
Company, Zigen and the stockholders of Zigen (the “Exchange Agreement”). As a
result of the Exchange Agreement, Zigen became a wholly-owned subsidiary of the
Company. References herein to the Company include Zigen.
  As a
result of the closing of the Exchange Agreement, the Company issued an aggregate
of 73,000,000 shares of its common stock to the former shareholders of Zigen (in
exchange for all the outstanding capital stock of Zigen), resulting in the
former shareholders of Zigen owning approximately 89.8% of the issued and
outstanding Company common stock. Of this amount, the Company issued 66,430,000
shares of its common stock to Silver Star Holdings Trust of which Kevan Casey is
Trustee and 6,570,000 shares of its common stock to Carl A. Chase. Additionally,
Kevan Casey was appointed as chairman and a director and J. Leonard Ivins was
appointed to serve as chief executive officer, principal accounting officer and
director. Simultaneous with the closing of the transaction, Mr. Ballard resigned
his positions as president, chief financial officer and director and Ms. Thelan
resigned her positions as secretary, treasurer and director.
 
  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 the Company’s 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 10-QSB 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
December 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 $22,662 from its inside capitalization funds. Consequently, for the
period ended December 31, 2004, the Company's balance sheet reflects current and
total assets of $2,906 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.
  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 July
2003 to June 2004, the Company sold 340,000 shares of its common stock. The
shares were sold to two company principals who reported the transactions on Form
4, and two non-affiliates. 265,000 shares were sold for $0.01 and 75,000 for
$0.02. The proceeds of $4,150 were used for working capital. In December 2004,
the Company sold 50,000 shares of its common stock for $0.02. The proceeds of
$1,000 were used for working capital. There were no other sales of common stock
in the last three years. The Company also issued 600,000 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.
 
 **SUBSEQUENT
EVENT - CHANGES IN CONTROL OF REGISTRANT**
  On
February 25, 2005, Tabatha I, Inc. (the “Company” or “Tabatha”) closed on a
transaction acquiring all of the common stock of Zigen, Inc., a Texas
corporation (“Zigen”), pursuant to an exchange agreement by and among the
Company, Zigen and the stockholders of Zigen (the “Exchange Agreement”). As a
result of the Exchange Agreement, Zigen became a wholly-owned subsidiary of the
Company. References herein to the Company include Zigen.
  As a
result of the closing of the Exchange Agreement, the Company issued an aggregate
of 73,000,000 shares of its common stock to the former shareholders of Zigen (in
exchange for all the outstanding capital stock of Zigen), resulting in the
former shareholders of Zigen owning approximately 89.8% of the issued and
outstanding Company common stock. Of this amount, the Company issued 66,430,000
shares of its common stock to Silver Star Holdings Trust of which Kevan Casey is
Trustee and 6,570,000 shares of its common stock to Carl A. Chase. Additionally,
Kevan Casey was appointed as chairman and a director and J. Leonard Ivins was
appointed to serve as chief executive officer, principal accounting officer and
director. Simultaneous with the closing of the transaction, Mr. Ballard resigned
his positions as president, chief financial officer and director and Ms. Thelan
resigned her positions as secretary, treasurer and director.
 
 **ITEM
6.**  **EXHIBITS.**
 
 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.
 
 32.1Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
   
   **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
I, INC.**
  
 
 
 
 Date:  May 31,
2005  By:  /s/ J.
Leonard Ivins __________________
 Chief
Executive Officer