UNITED ~~STATES~~ ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~STATES

~~Form~~SECURITIES AND ~~8-K~~EXCHANGE COMMISSION

~~Current Report~~Washington, ~~Pursuant~~D.C. ~~to Section 13 or 15(a) of the Securities Exchange Act of 1934~~20549

~~Date of Report: September 30, 2004~~FORM 8-K

~~TABATHA I, INC.~~CURRENT ~~(Exact name of registrant as specified in Charter)~~REPORT

Colorado	0-31743	84-1536517
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
1926 S. Oswego Way Aurora, CO		80014
(Address of principal executive offices)		(Zip Code)

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

~~Registrant's~~February 25, ~~telephone number: (303) 752-4637~~2005

~~Check~~Date ~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations~~ of Report ~~the~~(date ~~registrant under any~~ of ~~the~~Earliest ~~following~~Event ~~provisions:~~Reported)

TABATHA I, INC.

(Exact Name of Registrant as Specified in its Charter)

COLORADO	0-31743	84-1536517
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

1117 Herkimer Street, Houston, Texas 77008

(Address of principal executive offices and zip code)

(713) 802-2944

(Registrant’s telephone number, including area code)

1926 S. Oswego Way, Aurora, Colorado 80014

(Former name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-414(c)).

1Item 5.01 Changes in Control of Registrant

~~Item~~(a) On February 425, 2005, Tabatha I, Inc.01 (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.

~~Changes~~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 ~~Registrant’s~~for ~~Certifying~~all ~~Accountant~~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.

OnWith the acquisition orof ~~about September 30~~Zigen, ~~2004,~~ the Company ~~advised~~will ~~Comiskey~~now &focus ~~Co.,~~its ~~789~~efforts ~~Sherman~~for ~~Street,~~growth ~~Suite~~in ~~440, Denver, Colorado, that it had been dismissed and would not be appointed as~~ the area ~~Company’s~~of ~~auditors for the fiscal year ending June 30, 2005~~biotechnology.

The reports of Comiskey & Co., for the four fiscal years ending June 30, 2000, 2001, 2002, 2003 and 2004, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to any uncertainty, audit scope or accounting principle. (b) Principal Stockholders

~~During the~~ The Company’s ~~fiscal~~has ~~years ended June 30~~81, ~~2000~~302,500 ~~2001,~~shares ~~2002,2003~~of ~~and~~common ~~2004,~~stock issued and ~~from~~outstanding ~~July~~as 1,of ~~2004 to~~ the date ~~of this Report, there were no disagreements with Comiskey & Co~~hereof. onThe ~~any~~following ~~matter~~table ofsets ~~accounting principles or practices~~forth, ~~financial disclosure, or auditing scope or procedure. There were no reportable events,~~ as ~~described in Item 304(a)(1)(v)~~ of ~~Regulation~~such ~~S-K~~date, ~~during~~information ~~the~~with respect ~~Company's fiscal years ended June 30, 2000, 2001, 2002, 2003 and 2004, and from July 1, 2004~~ to ~~the~~shares ~~date~~beneficially ofowned ~~this Report.~~by:

On§ ~~September~~each ~~30,~~person ~~2004,~~who ~~the~~is ~~Board~~known ofby ~~Directors appointed~~ the ~~firm of Child, Sullivan &~~ Company, ~~(“Child Sullivan”) 1284 W. Flint Meadow Dr., Suite D, Kaysville, Utah 84037 as independent auditors of the Company beginning with the period ending September 30, 2004. Prior~~ to ~~the~~be ~~engagement of Child Sullivan, neither~~ the ~~Company~~beneficial ~~nor~~owner ~~anyone on its behalf consulted with such firm regarding the application~~ of ~~accounting~~more ~~principles~~than to5% ~~a specified transaction whether completed or uncompleted, the type~~ of ~~audit~~its ~~opinion~~outstanding ~~that~~shares ~~might be rendered on the Company’s financial statements or as to any matter that was either the subject~~ of acommon ~~disagreement with the previous independent auditor or was a reportable event.~~ stock;

~~The~~§ ~~decision~~each ~~to change accountants was recommended and approved by the Company’s Board~~ of ~~Directors.~~its directors;

On§ ~~October~~each ~~1, 2004, the Company provided a draft copy~~ of ~~this~~its ~~report~~named onexecutive ~~Form~~officers; ~~8K to Comiskey & Co., requesting their comments on the information contained herein. The responsive letter from Comiskey & Co. is herewith filed as an exhibit.~~and

~~Item~~§ 9all of its directors and executive officers as a group.01

~~Financial~~Beneficial ownership ~~Statements~~has ~~and~~been ~~Exhibits~~determined in accordance with Rule 13d-3 of the Exchange Act. Under this rule, shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option) within 60 days of the date of this table. In computing the percentage ownership of any person, the amount of shares includes the amount of shares beneficially owned by the person by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person does not necessarily reflect the person’s actual voting power.

~~(c)~~To the Company’s knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.

Exhibits

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned	Percentage of Outstanding Shares
Silver Star Holdings Trust ⁽¹⁾	66,430,000	81.7%
J. Leonard Ivins, CEO and Director ⁽²⁾	--	--
Directors and Executive Officers as a Group (2 persons)	66,430,000	81.7%
Carl A. Chase ⁽³⁾	6,570,000	8.1%

~~16.~~(1) -Mr. ~~Responsive~~Kevan ~~Letter~~Casey ~~from~~exercises ~~Comiskey~~voting &and Codispositive power of all shares beneficially owned by Silver Star Holdings Trust. Mr. Casey’s business address is 2901 West Sam Houston Parkway, Suite E-300, Houston, Texas 77043.

(2) Mr. Ivins’ business address is 2036 Brentwood Drive, Houston, Texas 77019

~~SIGNATURE~~(3) Mr. Chase’s business address is 1117 Herkimer Street, Houston, Texas 77008

~~Pursuant~~Item 9.01 Financial Statements toand ~~the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Exhibits

~~TABATHA I, INC.~~FINANCIAL STATEMENTS

~~By: /S/~~ZIGEN, INC.

~~JOHN~~(A DEVELOPMENT ~~BALLARD~~STAGE COMPANY)

~~John~~REPORT OF ~~Ballard,~~INDEPENDENT ~~President~~REGISTERED ~~and~~PUBLIC ~~Chief~~ACCOUNTING ~~Financial Officer~~FIRM

~~Date:~~To ~~October~~the Board 1,of ~~2004~~Directors of:

3Zigen, Inc.

~~Exhibit 16.1~~Houston, Texas

~~COMISKEY~~We &have audited ~~COMPANY~~the accompanying balance sheet of Zigen, Inc., (a development stage company) as of February 28, 2005 and the related statements of operations, stockholders’ equity and cash flows for the period from inception, February 15, 2005 through February 28, 2005. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

~~789~~We conducted ~~Sherman~~our ~~Street~~audit in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, ~~Suite~~on ~~440~~a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

~~Denver~~In COour opinion, ~~80203~~the financial statements referred to above present fairly, in all material respects, the financial position of Zigen, Inc. as of February 28, 2005, and the results of its operations and cash flows for the period since inception, February 15, 2005 through February 28, 2005, in conformity with accounting principles generally accepted in the United States of America.

~~Phone:~~Lopez, Blevins, ~~(303)-830-2255~~Bork & Associates, LLP

~~Fax: (303)-830-0876~~Houston, Texas

~~October~~May 127, ~~2004~~ 2005

~~Office of the Chief Accountant~~ZIGEN, INC.

~~Securities~~(A DEVELOPMENT ~~and~~STAGE ~~Exchange Commission~~COMPANY)

~~450 Fifth Street, N.W.~~BALANCE SHEET

~~Washington~~FEBRUARY 28, ~~D.C.~~2005

USA 20549

ASSETS

Total assets	$	--


LIABILITIES AND STOCKHOLDERS’ DEFICIT

Accounts payable	$	332

Stockholders’ deficit:
Common stock, $0.001 par value, 1,000 shares authorized 1,000 shares issued and outstanding		1
Additional paid-in capital		999
Stock subscription receivable		(1,000	)
Accumulated deficit		(332	)
Total stockholders’ deficit		(332	)
Total liabilities and stockholders’ deficit	$	--

~~Dear~~See accompanying ~~Sir~~summary of accounting policies and~~/or~~ ~~Madam:~~notes to financial statements.

~~We have read the statements that we understand Tabatha I~~ZIGEN, ~~Inc~~ INC. will include under Item 4 of the Form 8-K it will file regarding the recent change of auditors. We agree with such statements made regarding our firm. We have no basis to agree or disagree with the other statements made under Item 4.

~~Yours~~(A DEVELOPMENT ~~truly,~~STAGE COMPANY)

~~/s/~~STATEMENT OF ~~Comiskey & Company~~OPERATIONS

~~COMISKEY~~PERIOD FROM &FEBRUARY ~~COMPANY~~15, 2005 (INCEPTION) THROUGH FEBRUARY 28, 2005

Professional Corporation




General and administrative	$	(332	)

Net loss	$	(332	)

Net loss per share:
Basic and diluted	$	(0.33	)

Weighted average shares outstanding:
Basic and diluted		1,000

~~cc: Tabatha~~See accompanying I,summary ~~Inc~~of accounting policies and notes to financial statements.

4ZIGEN, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS’ EQUITY

PERIOD FROM FEBRUARY 15, 2005 (INCEPTION) THROUGH FEBRUARY 28, 2005

	Common Stock				Additional Paid-In Capital		Stock Subscription Receivable			Accumulated Deficit			Total
	Shares		Amount
Issuance of common stock to founders		1,000	$	1	$	999	$	(1,000	)	$	--		$	--
Net loss		--		--		--		--			(332	)		(332	)
Balance, February 28, 2005		1,000	$	1	$	999	$	(1,000	)	$	(332	)	$	(332	)

See accompanying summary of accounting policies and notes to financial statements.

ZIGEN, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

PERIOD FROM FEBRUARY 15, 2005 (INCEPTION) THROUGH FEBRUARY 28, 2005

	Inception (February 15, 2005) Through February 28, 2005

Cash flows from operating activities:
Net loss	$	(332	)
Increase in accounts payable		332
Cash flows from operating activities		--
Cash flows from investing activities		--
Cash flows from financing activities		--
Net change in cash		--
Cash, beginning of period		--
Cash, end of period	$	--

Supplemental cash flow information:
Stock subscription receivable	$	1,000

See accompanying summary of accounting policies and notes to financial statements.

ZIGEN, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

FEBRUARY 28, 2005

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Nature of business

On February 15, 2005, Zigen, Inc. (“Zigen”) was incorporated in the State of Texas. Zigen is a development stage company that was created for the purposes of raising capital to be used for projects within the biotechnology industry.

On February 25, 2005, Zigen exchanged 100% of its outstanding common stock for approximately 89.8% of the common stock of Tabatha I, Inc. (“Tabatha”), a U.S. public company. For accounting purposes, the merger will be treated as an acquisition of Tabatha and a recapitalization of Zigen.

Zigen’s year-end will be March 31.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include cash and all highly liquid financial instruments with purchased maturities of three months or less.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Basic Earnings (Loss) Per Share

Basic earnings (loss) per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.

Recent Accounting Pronouncements

Zigen does not expect the adoption of recently issued accounting pronouncements to have a significant impact on Zigen’s results of operations, financial position or cash flow.

NOTE 2 - INCOME TAXES

Zigen has not yet realized income as of the date of this report, and no provision for income taxes has been made. At February 28, 2005, there were no deferred tax assets or liabilities.

NOTE 3 - COMMON STOCK

Zigen issued 1,000 shares of common stock to its founding stockholders in exchange for $1,000 in cash. On February 25, 2005, the founding stockholders exchanged 100% of their common stock for approximately 89.8% of Tabatha I, Inc. as discussed in Note 1.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

TABATHA I, INC.

AND

ZIGEN, INC.

The following unaudited pro forma balance sheet has been derived from the balance sheet of Tabatha I, Inc. (“Tabatha”) at December 31, 2004 and adjusts such information to give effect to the acquisition of Zigen, Inc. (“Zigen”), as if the acquisition had occurred at December 31, 2004. The unaudited pro forma balance sheet is presented for informational purposes only and does not purport to be indicative of the financial condition that would have resulted if the acquisition had been consummated at December 31, 2004. The pro forma balance sheet should be read in conjunction with the notes thereto and Zigen’s financial statements and related notes thereto contained elsewhere in this filing. The unaudited pro forma consolidated statement of operations for the period ended December 31, 2004, was prepared assuming that the transaction described above was consummated as of the beginning of the period presented giving effect to the acquisition, which will effectively be that of Tabatha; therefore, an unaudited pro forma consolidated statement of operations is not included herein.

Below is presented an unaudited pro-forma consolidated balance sheet:

	Tabatha I, Inc. 12/31/04			Zigen, Inc. 2/28/05			Adjustments			Unaudited Pro Forma

Cash	$	906		$	--					$	906
Prepaid items		2,000			--						2,000
Total assets	$	2,906		$	--					$	2,906

Accounts payable	$	--		$	332					$	332

Stockholders’ Equity (Deficit):
Common stock		94,337			1			(13,035	)		81,303
Additional paid-in capital		--			999						999
Stock subscription receivable		--			(1,000	)					(1,000	)
Accumulated deficit		(91,431	)		(332	)		13,035			(78,728	)
Total stockholders’ equity (deficit)		2,906			(332	)		--			2,574
Total liabilities and stockholders’ equity (deficit)	$	2,906		$	--					$	2,906

Notes to Unaudited Pro Forma Consolidated Balance Sheet

On February 25, 2005, the Registrant acquired 100% of the issued and outstanding shares of Zigen in exchange for 73,000,000 shares of the Registrant's common stock. After the reorganization and stock purchase there will be 81,302,500 shares of common stock outstanding of the combined entity.

EXHIBITS

Exhibit No.	Description
10.1	Exchange Agreement between Tabatha I, Inc. and Zigen, Inc. dated February 25, 2005

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ZIGEN, INC.

Date: May 31, 2005 By: /s/ J. Leonard Ivins__________________

Chief Executive Officer

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