UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



Form
10-KSB



(Mark
One)x  ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
June 30, 2004

 ̈  TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the
transition period from _______________ to ______________

Commission
file number: _________________



Nevada
Classic Thoroughbreds, Inc.(Name of small business issuer
in its charter)



|Nevada                                                         | 86-1007952  
|-------------------------------------------------------------- | ------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. EIN)
|                                                              
|1649 East Hackamore Street, Mesa, AZ                           | 85203       
|(Address of principal executive offices)                       | (Zip Code)  

Issuers
telephone number: (480) 890-0678

Securities
registered under Section 12(b) of the Exchange Act:None

Securities
registered under 12(g) of the Exchange Act:Common Stock (Title of
Class)

Preferred
Stock (Title of Class)

---

---

Check whether
the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
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.       YesX      
No

Check if
there is no disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the best
of registrant's knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this form 10-KSB or any amendment to this Form 10-KSB.
X

State issuer's
revenues for its most recent fiscal year. $0.00

State the
aggregate market value of the voting and non-voting common equity held by non-affiliates
computed by reference to the price at which the common equity was sold, or the average
bid and asked price of such common equity, as of a specified date within the past
60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.)

Not
Applicable

(ISSUERS
INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Not
Applicable

(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)

State the
number of shares outstanding of each of the issuers classes of common equity,
as of the latest practicable date.

89,000
shares Common Stock
  5,000 shares Preferred Stock

DOCUMENTS
INCORPORATED BY REFERENCE: Not Applicable

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

2

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TABLE
OF CONTENTS

|PAGE          
|--------------
|PART I:       
|Item
     1:  
|Item
     2:  
|Item
     3:  
|Item
     4:  
|              
|PART II:      
|Item
     5:  
|Item
     6:  
|Item
     7:  
|Item
     8:  
|              
|PART III:     
|Item
     9:  
|              
|Item
     10: 
|Item
     11: 
|Item
     12: 
|Item
     13: 
|              
|**SIGNATURES**

3

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PART
I:

ITEM
1: Description of Business.

Nevada
Classic Thoroughbreds, Inc. (henceforth referred to as NCT) has developed a breeding,
training, racing, proprietary, unified horse racing structure. The company is vertically
structured making it possible for one or two people to maintain real-time contact
with one to four horses. This provides the breeding, training and racing of the individual
racehorse to be accomplished completely in-house. The company has control over the
unified system.

The companys
proprietary solution to the horse racing industrys challenge is Power
Genetics, pre-potent characteristics in horses
that can reproduce themselves.

MARKET

There are
five distinct markets for the companys horses. The first market is for inferior
foals that do not possess the Power Genetics the company desires but
have the other qualities that make such horses sellable in the horse industrys
auctions. These foals will be sold as yearlings or weanlings at horse auctions in
the industry. The sale of these inferior horses gives the company immediate cash
flow and eliminates the costly expenses of racing inferior racehorses.

The second
market is to race company horses in claiming races. The claiming race
is to enable people to buy the companys horses at the racetrack. This is a
viable means of eliminating horses that are good but not quite able to compete at
the top level of horse racing.

The third
market is to sell the broodmare after it has produced a female foal that possesses
the superior Power Genetics, superior to the broodmare. The broodmare
would be sold at the industrys auctions, which are throughout the country and
designed for the purpose of selling breeding stock.

The fourth
market is racing income from the racetrack. When the race horse races and performs
well, NCT will receive income, or purse money, from the winnings.

The fifth
market is for the syndication of stallions. The stallions that possess outstanding
pedigrees, conformation, and race records are syndicated into breeding shares. A
breeding share entitles the owner to breed one mare to the stallion in any one particular
breeding season for the duration of the stallions life.

The company
is not dependent on only a few customers, since the horse racing industrys
market is virtually nationwide, where the horse can be raced or bred virtually throughout
the entire United States. The company is not limited by its customers or limited
by the location of its selected sires. The breeding rights for these stallions are,
almost without exception, readily available and accessible.

The company
does not require governmental approval or licensing for any of its breeding programs.
However, the racetrack requires a normal training license where the horse is intended
to race. The licensing is to provide safety for the horse and riders who train and
compete at that specific track. NCT intends to perform this function, and there are
numerous trainers available as alternatives, as the company deems beneficial. NCT
believes the licensing is not material to the companys success in the horse
racing industry.

ITEM
2: Description of Property.

The companys
real asset is its three-year old filly of 2001. The company spent a vast amount of
time and energy in research to find the genetic pedigree with natural horse racing
ability. The company feels the yearling has the genetics, heritage, and conformation
encompassed by the technology of Power Genetics. The yearling is invaluable
to the company in producing its racehorses. The yearling has a flaw: her left front
leg turns one/sixteenth rotation from the knee to the hoof. This flaw is normally
considered a minor flaw in veterinarian circles. Her Power Genetics indicated
that her best racing distance would be a mile on the turf or grass surface.

4

---

The2001 three-year-old filly
is a line breeding from the stallion, "Mr. Prospector." "Mr. Prospector"
is a legend in the thoroughbred horse racing industry. The company's filly is
genetically three/eighths "Mr. Prospector;" a direct son of "Mr. Prospector"
would be genetically four/eighths "Mr. Prospector." The filly is genetically
very similar to "Fusaichi Pegasus," whose sire is "Mr. Prospector"
and whose dam is by "Dansig", a "Northern Dancer" son. Thus both
the sire and dam side are genetically similar to the company's filly. "Fusaichi
Pegasus" was syndicated for approximate $50,000,000 at the end of his racing
career.

The 2001
three-year-old filly possesses Power Genetics numbers greater than either the
sire or the dam. This filly has exceeded the power-numbers expectation from the
breeding. While the company can, for all intents and purposes, be relatively accurate
in its assessment now that the foal is a three-year-old, the company feels it has over-achieved
what the mating was expected to produce. This filly does not resemble either the
sire or the dam, but actually looks like and is built like Mr. Prospector
himself. This is exactly theoretically what was supposed to happen in
a successful line breeding. The line breeding of the filly is genetically three/eighths
Mr. Prospector. A direct offspring of Mr. Prospector would
be four/eighths. The company feels it has achieved a successful line breeding, intensifying
the good qualities, while eliminating the unwanted qualities, with the exception
of the left front leg turning out one/sixteenth rotation from the knee to the hoof.
This would be considered a moderate flaw. The other indications are at this time that
the company has produced a top-level racehorse with the ability to reproduce top-level
racehorses.

ITEM
3: Legal Proceedings.

Not Applicable.

ITEM
4: Submission of Matters to a Vote of Security Holders.

Not Applicable.

PART
II:

ITEM
5: Market for Common Equity and Related Stockholder Matters.

There are
no markets for the companys securities. The company is inactive at the present
time.

ITEM
6: Management's Discussion and Analysis or Plan of Operation.

The major
concerns of the company have been addressed: that of producing a foal that has the
genetic qualities that the company needs in order to be successful. The use of the
companys Power Genetics system has produced a foal whose Power
Genetics numbers are greater than either the sires or the dams
power numbers. The yearlings flaw is her left front leg turning out one/sixteenth
rotation from the knee to the hoof. It would be considered a slight rotation in normal
breeding and racing circles. This flaw may or may not affect the yearlings
racing ability. Another major concern of the company is filing its Security and Exchange
Commission required yearly and quarterly filings. This has been addressed and appears
that there are no problems in meeting the Security and Exchange Commission disclosure
requirements as the company desires its shareholders to be fully informed on every
material aspect of the company.

The unexpected
death of the broodmare Ms. Walkin dealt the company a substantial delay
in the timetable of racing its horses. The company will not be able to fully realize
the value of its Power Genetics until the companys three-year-old filly can
be bred in 2006 and produce offspring in 2007. Ms. Walkin, while being checked by
a veterinarian for pregnancy, unexpectedly reared up, falling backwards, striking
her head on the ground and dying instantly. While some insurance policies would cover
these losses, the company did not have such insurance in effect. Thus, the broodmare,
Ms. Walkin, was a complete loss to the company, and set the company back
two to three years in its timetable for racing its horses; a substantial blow to
the company. The 2001 yearling was expected to replace Ms. Walkin as
a broodmare, having Power Genetics greater than Ms. Walkin
and theoretically producing better racehorses than Ms. Walkin. The timetable,
however, was not going to be for two to three years after income from racing the
yearling would have been received by the company while other offspring would have
been produced for potential racing income. The effect of the loss of Ms. Walkin
is substantial in setting the company back in realizing income to the company and
the company will remain inactive until such income can be realized by the company.

5

---

ITEM
7: Financial Statements.

The following
financial statements are attached to this 10-KSB Annual Report and filed as a part
hereof.

NEVADA
CLASSIC THOROUGHBREDS, INC. (A Development Stage Company)

FINANCIAL
STATEMENTS  (Unaudited)

JUNE
30, 2004



Index
to Financial Statements

|FINANCIAL STATEMENTS              | PAGE
|--------------------------------- | ----
|                                 
|Balance Sheet                     |     
|Statement of Operations           |     
|Statement of Stockholders' Equity |     
|Statement of Cash Flows           |     
|Notes to Financial Statements     |     
|                                  |     

6

---

BALANCE
SHEET

FOR
PERIOD ENDING JUNE 30, 2004

|ASSETS                                    
|------------------------------------------
|                                          
|                                          
|CURRENT ASSETS                            
|                                          
|                                          
|                                          
|TOTAL ASSETS                              
|                                          
|                                          
|LIABILITIES AND STOCKHOLDERS' EQUITY      
|                                          
|CURRENT LIABILITIES                       
|                                          
|                                          
|STOCKHOLDERS' EQUITY                      
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|                                          
|TOTAL STOCKHOLDERS' EQUITY                
|                                          
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|                                          
|                                          

See Accompanying
Notes

7

---

**STATEMENT
OF OPERATIONS**

**FOR PERIOD
ENDING JUNE 30, 2004**



|                                                     |                          |                           |   |       | JUNE 30, 2004 |         |   |  | JUNE 30, 2003 |       
|---------------------------------------------------- | ------------------------ | ------------------------- | - | ----- | ------------- | ------- | - |  | ------------- | ------
|                                                     |                          |                           |   |       |               |         |   |  |               |       
|                                                     |                          |                           |   |       |               |         |   |  |               |       
|REVENUE                                              |                          |                           |   | $     | 0             |         |   |  |               | $     
|                                                     |                          |                           |   |       |               |         |   |  |               |       
|EXPENSES                                             |                          |                           |   |       |               |         |   |  |               |       
|                                                     | Development costs        |                           |   |       |               | 0       |   |  |               |       
|                                                     | General & Administrative |                           |   |       |               | 10,936  |   |  |               |       
|                                                     | Marketing                |                           |   |       |               | 0       |   |  |               |       
|                                                     | General                  |                           |   |       |               | 1,760   |   |  |               |       
|                                                     |                          | Broodmare (deceased 3/02) |   |       |               |         |   |  |               |       
|                                                     |                          | Pasture                   | $ | 0     |               |         |   |  | $             | 0     
|                                                     |                          | Supplemental Feed         |   | 0     |               |         |   |  | 0             |       
|                                                     |                          | Veterinarian/Ferrier      |   | 0     |               |         |   |  |               |       
|                                                     |                          |                           |   |       |               |         |   |  |               |       
|                                                     |                          |                           |   | 0     |               |         |   |  | 0             |       
|                                                     |                          |                           |   |       |               |         |   |  |               |       
|                                                     |                          | Three-Year Old            |   |       |               |         |   |  |               |       
|                                                     |                          | Pasture                   | $ | 1,200 |               |         |   |  | $             | 1,200 
|                                                     |                          | Supplemental Feed         |   | 410   |               |         |   |  | 410           |       
|                                                     |                          | Veterinarian/Ferrier      |   | 150   |               |         |   |  |               |       
|                                                     |                          |                           |   |       |               |         |   |  |               |       
|                                                     |                          |                           |   | 1,760 |               |         |   |  | 1,760         |       
|                                                     |                          |                           |   |       |               |         |   |  |               |       
|                                                     | SEC Accounting           |                           |   |       |               | $       | 0 |  |               |       
|                                                     |                          |                           |   |       |               |         |   |  |               |       
|TOTAL EXPENSES                                       |                          |                           |   |       | $             | 12,696  |   |  |               |       
|                                                     |                          |                           |   |       |               |         |   |  |               |       
|NET (LOSS)                                           |                          |                           |   |       | $             | (12,696 | ) |  |               | $     
|                                                     |                          |                           |   |       |               |         |   |  |               |       
|NET (LOSS) PER COMMON SHARE                          |                          |                           |   |       |               |         |   |  |               |       
|                                                     | Basic and diluted        |                           |   |       | $             | ( .00   | ) |  |               | $     
|                                                     |                          |                           |   |       |               |         |   |  |               |       
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING |                          |                           |   |       |               |         |   |  |              
|                                                     | Basic and diluted        |                           |   |       | 1,780,000     |         |   |  |               | 89,000
|                                                     |                          |                           |   |       |               |         |   |  |               |       
|                                                     |                          |                           |   |       |               |         |   |  |               |       

See Accompanying
Notes

8

---

**STATEMENT
OF STOCKHOLDERS' EQUITY**

**FOR
THE PERIOD FROM JUNE 30, 2003 TO JUNE 30, 2004**

|                                                                    | UNAUDITED       |  | UNAUDITED    
|------------------------------------------------------------------- | --------------- |  | -------------
|                                                                    | JUNE 30, 2004   |  | JUNE 30, 2003
|                                                                    |                 |  |              
|                                                                    | Preferred Stock |  | Common Stock 
|                                                                    |                 |  |              
|                                                                    | Shares          |  | Amount       
|                                                                    |                 |  |              
|JUNE 30, 2001 - STOCK ISSUED TO FOUNDERS                           
|Preferred:                                                          | 2,000,000       |  | $            
|Common:                                                             | 0               |  |              
|FAIR MARKET VALUE OF SERVICES DONATED BY STOCKHOLDER                |                
|                                                                    | 0               |  | 0            
|INCREASE IN PAID IN CAPITAL FOR PAYMENT OF EXPENSES BY STOCKHOLDERS
|                                                                    | 0               |  | 0            
|NET (LOSS) FOR THE PERIOD FROM JUNE 30, 2003 TO JUNE 30, 2004      
|                                                                    | 0               |  |              
|                                                                    |                 |  |              
|BALANCE - JUNE 30, 2004                                            
|                                                                    | 2,000,000       |  | $            
|                                                                    |                 |  |              
|                                                                    |                 |  |              

See Accompanying
Notes

9

---

**STATEMENT
OF STOCKHOLDERS' EQUITY (continued)**

|UNAUDITED
     JUNE 30, 2004                                            |                        | UNAUDITED
     JUNE 30, 2003                                    
|----------------------------------------------------------------------- | ---------------------- | ----------------------------------------------------------------
|                                                                        |                        |                                                                 
|Paid in Capital in Excess of  Par Value of
     Stock                   |                        | Paid in Capital  Accumulation During  the
     Development Stage
|                                                                        |                        |                                                                 
|JUNE 30, 2001                                                          
|                                                                        | Preferred       (2,000 | )                                                               
|                                                                        | Common      (1,780     | )                                                               
|                                                                        |                       
|FAIR MARKET VALUE OF SERVICES PROVIDED BY STOCKHOLDER                  
|10,936                                                                  |                        | 0                                                               
|                                                                       
|DONATED OR GIFTED  CAPITAL FOR 
    PAYMENT OF EXPENSES BY STOCKHOLDERS |                       
|1,760                                                                   |                        | 0                                                               
|                                                                       
|NET (LOSS) FOR THE PERIOD FROM
     JUNE 30, 2003 TO JUNE 30, 2004     
|                                                                        | $                      | 0                                                               
|                                                                        |                        |                                                                 
|                                                                       
|BALANCE, JUNE 30, 2004                                                 
|                                                                        | $                      | 0                                                               
|                                                                        |                        |                                                                 
|                                                                        |                        |                                                                 

See Accompanying
Notes

10

---

**STATEMENT
OF CASH FLOWS**

**FOR
THE PERIOD FROM JUNE 30, 2003 TO JUNE 30, 2004**

|                                                            | UNAUDITED
     JUNE 30, 2004 |                                                                                      | UNAUDITED
         JUNE 30, 2003                     
|----------------------------------------------------------- | ---------------------------- | ------------------------------------------------------------------------------------ | -----------------------------------------------------
|                                                            |                              |                                                                                      |                                                      
|CASH FLOWS FROM OPERATING ACTIVITIES:                       |                              |                                                                                      |                                                      
|                                                            |                              | Net (loss)                                                                           | $                                                    
|                                                            |                              | Adjustments to reconcile net (loss) to net cash provided by operating activities:    |                                                      
|                                                            |                              |                                                                                      | Fair market value of services provided by stockholder
|                                                            |                              | Increase in donated or gifted capital for payment of expenses by stockholders        |                                                      
|                                                            |                              | Changes in operating assets and liabilities:                                         |                                                      
|                                                            |                              |                                                                                      | Accounts payable                                     
|                                                            |                              |                                                                                      |                                                      
|NET CASH PROVIDED BY OPERATING ACTIVITIES                   | $                            | 0                                                                                    |                                                      
|                                                            |                              |                                                                                      |                                                      
|CASH FLOWS FROM INVESTING ACTIVITIES                        |                              | 0                                                                                    |                                                      
|                                                            |                              |                                                                                      |                                                      
|CASH FLOWS FROM FINANCING ACTIVITIES                        |                              | 0                                                                                    |                                                      
|                                                            |                              |                                                                                      |                                                      
|NET INCREASE IN CASH AND CASH  BALANCE AT JUNE 30, 2003     | $                            | 0                                                                                    |                                                      
|                                                            |                              |                                                                                      |                                                      
|SUPPLEMENTAL DISCLOSURE OF CASHFLOW
     INFORMATION        |                              |                                                                                      |                                                      
|                                                            |                              | Cash paid for interest                                                               | $                                                    
|                                                            |                              |                                                                                      |                                                      
|                                                            |                              | Cash paid for taxes                                                                  | $                                                    
|                                                            |                              |                                                                                      |                                                      
|SCHEDULE OF NON-CASH INVESTING ANDFINANCING
     ACTIVITIES |                              |                                                                                      |                                                      
|                                                            |                              | Fair market value of services provided by stockholder                                | $                                                    
|                                                            |                              |                                                                                      |                                                      
|                                                            |                              | Increase in donated or giftedcapital for
    payment ofexpenses paid by stockholders | $                                                    
|                                                            |                              |                                                                                      |                                                      

See Accompanying
Notes

11

---

NOTES
TO FINANCIAL STATEMENTS

JUNE
30, 2004

NOTE
1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting
Estimates

Management
uses estimates and assumptions in preparing financial statements in accordance with
accounting principles generally accepted in the United States of America. Those estimates
and assumptions affect the reported amounts of assets and liabilities, the disclosure
of contingent assets and liabilities, and the reported revenues and expenses. Actual
results could vary from the estimates that were used.

Income
Taxes

Provisions
for income taxes are based on taxes payable or refundable for the current year and
deferred taxes on temporary differences between the amount of taxable income and
pretax financial income and between the basis of assets and liabilities and their
reported amounts in the financial statements. Deferred tax assets and liabilities
are included in the financial statements at currently enacted income tax rates applicable
to the period in which the deferred tax assets and liabilities are expected to be
realized or settled as prescribed in FASB Statement No. 109, Accounting for
Income Taxes. As changes in tax laws or rates are enacted, deferred tax assets
and liabilities are adjusted through the provision for income taxes.

Net
(Loss) Per Share

The Company
adopted Statement of Financial Accounting Standards No. 128 that requires the reporting
of both basic and diluted earnings (loss) per share. Basic earnings (loss) per share
is computed by dividing net income (loss) available to common stockholders by the
weighted average number of common shares outstanding for the period. Diluted earnings
(loss) per share reflects the potential dilution that could occur if securities or
other contracts to issue common stock were exercised or converted into common stock.
In accordance with FASB 128, any anti-dilutive effects on net loss per share are
excluded.

Long-Lived
Assets

Statement
of Financial Accounting Standards No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of, requires that
long-lived assets be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of the asset in question may not be recoverable.

Horse
Owned  Thoroughbred Three-Year-Old

The following
tables indicate the number of horses sold by the sire of the thoroughbred mare and
thoroughbred filly and also indicates the average price upon which these horses were
sold. These figures were obtained from the BloodHorse Magazine which
keeps record of all horses sold at auctions within the United States. The Company
uses a three-year average sales price in obtaining the asset value of the Companys
horses.

If the
number of horses sold is less than ten (10) and the stallion stud fee is less than
$5,000, the value will be four times the stallions stud fee. This is an average
value as an industry standard. The Yearling value is $10,000.

12

---

Sire
of the Thoroughbred Three-Year-Old Filly: "Half-Term"

1997 -
# of Weanlings sold (1) - average price - $ 6,000 1998 - # of Weanlings sold
(1) - average price - $ 2,500 1999 - # of Weanlings sold (0) - average price
- $ n/a 2000 - # of Weanlings sold (1) - average price - $ 5,000

Adjustments
by the Company as to the value of the Companys horses, depends upon the health,
conformation, breeding, performance and the producing of performance by the horses.

NOTE
2: DEVELOPMENT STAGE OPERATIONS

As of June
30, 2002, the Company was in the development stages of operations. According to the
Financial Accounting Standards Board of the Financial Accounting Foundation, a development
stage Company is defined as a company that devotes most of its activities to establishing
a new business activity. In addition, planned principle activities have not yet commenced.

The Company
did not expense any development costs as per donation or gift from the shareholders for the period from June 30, 2003 to June
30, 2004.

NOTE
3: FINANCIAL STATEMENT OF AN INACTIVE REGISTRANT

Under Statute
210.3-11, the Company does not need to provide an audited or reviewed quarterly report.

Reg. Statutes
210.3-11

(a)
Gross Receipts from all sources for the fiscal year are not in excess of $100,000;

(b)
The registrant has not purchased or sold any of its own stock, granted options therefore,
or levied assessments upon outstanding stock;

(c)
Expenditures for all purposes for the fiscal year are not in excess of $100,000;

(d)
No material change in the business has occurred during the fiscal year, including
any bankruptcy, reorganization, readjustment or succession or any material acquisition
or disposition of plants, mines, mining equipment, mine rights or leases; and

(e)
No exchange upon which the shares are listed, or governmental authority having jurisdiction,
requires the furnishing to it or the publication of audited financial statements.

13

---

NOTE
4: INCOME TAXES

|Net (loss)                                                                                                                 | $                               | ( 12,696 | )     
|-------------------------------------------------------------------------------------------------------------------------- | ------------------------------- | -------- | ------
|The provisions for income taxes is estimated as follows:                                                                   |                                 |          |       
|                                                                                                                           | Currently payable               | $        | 0     
|                                                                                                                           | Deferred                        | $        | 0     
|The net (loss) for financial statements differs from the federal income tax
     net loss. A reconciliation is as follows: |                                 |          |       
|                                                                                                                           | Financial statement net loss    | $        | 12,696
|                                                                                                                           | Non-deductible services         |          | 10,936
|                                                                                                                           |                                 |          |       
|                                                                                                                           | Income tax net loss             |          | 1,760 
|                                                                                                                           |                                 |          |       
|Significant components of the Company's deferred tax asset are as follows:                                                 |                                 |          |       
|                                                                                                                           | Net operating loss carryforward | $        | 0     
|                                                                                                                           | Less valuation allowance        |          | 0     
|                                                                                                                           |                                 |          |       
|                                                                                                                           | Net deferred asset              | $        | 0     
|                                                                                                                           |                                 |          |       

NOTE
5: PREFERRED STOCK

No special
rights or preferences have been assigned to the preferred stock.

NOTE
6: STOCK OPTION AGREEMENT

On November
1, 2000, the Company established a stock option agreement under which a total of
930,000 shares of common stock are reserved for the option.

The details
of the option are as follows:

|Number of Shares |  | Exercise Price |       | Exercise Date
|---------------- |  | -------------- | ----- | -------------
|                 |  |                |       |              
|64,000           |  | $              | 10.00 |              
|866,000          |  |                | 25.00 |              
|                 |  |                |       |              
|930,000          |  |                |       |              
|                 |  |                |       |              

The Company
    has elected to account for stock-based compensation under APB Opinion No. 25, under
    which no compensation expense has been recognized for stock options granted to employees
    at fair market value.

A summary
    of the option activity for the period from June 30, 2003 to June 30, 2004 , pursuant
    to the terms of the plan is as follows:

|                                     | Shares Under Option |         | Weighted Average Exercise Price
|------------------------------------ | ------------------- | ------- | -------------------------------
|                                    
|                                    
|                                     |                     |         |                                
|Options outstanding at June 30, 2004 |                     | 0       |                                
|Granted                              |                     | 930,000 |                                
|                                     |                     |         |                                
|Outstanding at June 30, 2003         |                     | 930,000 |                                
|                                     |                     |         |                                

No shares
    are exercisable at June 30, 2004.

14

---

Information
    regarding stock options outstanding as of June 30, 2004 is as follows:

NOTE
    6: STOCK OPTION AGREEMENT (CONTINUED)

|Price range                                     | $ 10.00 - $ 25.00 
|----------------------------------------------- | ------------------
|                                                |                   
|Weighted average exercise and grant date prices | 23.81             
|                                                |                   
|Weighted average remaining contractual life     | 11 years, 5 months

The weighted
    average fair market value of options granted in the period of June 30, 2003 to June
    30, 2004 were estimated as of the date of grant using the Black-Scholes stock option
    pricing model, based on the following weighted average assumptions:

|Dividend yield         | 0          
|---------------------- | -----------
|Expected volatility    | 50%        
|Risk fee interest rate | 5.7%       
|Expected life          | 10-15 years

For purposes
    of pro forma disclosure, the estimated fair market value of the options, if any,
    is amortized to expense over the options vesting periods.

Under the
    Black-Scholes model, the options did not have any intrinsic value. Therefore, pro
    forma disclosure information has not been presented.

NOTE
    7: SHARES OF STOCK ELIGIBLE FOR ISSUANCE

|                                      | Common      |   | Preferred
|------------------------------------- | ----------- | - | ---------
|                                      |             |   |          
|Total stock authorized                | 5,000,000   |   |          
|                                      |             |   |          
|Less stock issued                     | ( 1,780,000 | ) |          
|                                      |             |   |          
|Less stock reserved for stock options | ( 930,000   | ) |          
|                                      |             |   |          
|Balance available for issuance        | 2,290,000   |   |          
|                                      |             |   |          

NOTE
    8: NET OPERATING LOSS CARRYFORWARD

The corporation
    has the following net operating loss carryforward:

|Year          |  | Amount |   | Expiration Date
|------------- |  | ------ | - | ---------------
|              |  |        |   |                
|June 30, 2004 |  | $      | 0 |                
|              |  |        |   |                
|              |  |        |   |                

NOTE
    9: FAIR MARKET VALUE OF SERVICES DONATED BY STOCKHOLDER

A stockholder,
    Brad Brimhall, Operations Manager of the Company provided services for the maintenance,
    care and training of the horse. The value of the services is estimated to be $ 10,936.

15

---

NOTE 10: COMPANY MARKET VALUE

The Company's estimated market value as a potential merger candidate is $50,000. This market value cannot be reflected in the accounting procedures, but could be reflected when the Company's stock is publicly traded.

NOTE 11: LIMITED OPERATION COSTS

The shareholders have elected to pay the operation costs of the company up to June, 2005 as gifts or donations to the Company. Brad Brimhall has elected not to receive stock compensation as of June 30, 2004 and continuing until the Company is in active operation.

NOTE
        12: GOING CONCERN

The financial
    statements are presented on the basis that the Company is a going concern. Going
    concern contemplates the realization of assets and the satisfaction of liabilities
    in the normal course of business over a reasonable length of time. The Company is
    in the development stage of breeding and training horses and needs additional capital
    to maintain its present development program. If the breeding and training of the
    horses is not successful and/or the Company does not obtain additional working capital,
    there is a possibility that the Company's development plans might be curtailed. These
    factors raise substantial doubt as to the Company's ability to continue as a going
    concern.

Management's
    plans to eliminate the going concern situation include, but are not limited to, raising
    additional working capital through a public or private stock issuance. Management
    believes there are also various lenders that would be willing to finance the cost
    of breeding and foaling the horses.

NOTE
    13: INSURANCE

The Company
    does not have any insurance coverage on its horse nor any liability or workers' compensation
    insurance.

16

---

ITEM
    8: Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

Not Applicable.

PART
    III:

ITEM
    9: Directors, Executive Officers, Promoters and Control Persons; Compliance With
    Section 16(a) of the Exchange Act

In response
    to this item, the company hereby incorporates by reference the information previously
    filed in the 10SB12G, dated June 30, 2001. There has been no change in Directors,
    Executive Officers, Promoters and Control Persons.

ITEM
    10: Executive Compensation

In response
    to this item, the company hereby incorporates by reference the information previously
    filed in the 10SB12G, dated June 30, 2001. There has been no change in Executive
    Compensation.

ITEM
    11: Security Ownership of Certain Beneficial Owners and Management

In response
    to this item, the company hereby incorporates by reference the information previously
    filed in the 10SB12G, dated June 30, 2001. There has been no change in Security Ownership
    of Certain Beneficial Owners and Management.

ITEM
    12: Certain Relationships and Related Transactions

In response
    to this item, the company hereby incorporates by reference the information previously
    filed in the 10SB12G, dated June 30, 2001. There has been no change in Certain Relationships
    and Related Transactions.

ITEM
    13: Exhibits and Reports on Form 8-K

Not Applicable.

17

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SIGNATURES

In accordance
    with Section 13 or 15(d) of the Exchange Act, and the Financial Statements of an
    Inactive Registrant, Regulation Section 210-3-11, the Registrant caused this
    report to be signed on its behalf by the undersigned, thereunto duly authorized.

|                        | **Nevada Classic Thoroughbreds, Inc.**
|----------------------- | --------------------------------------
|                        |                                       
|Dated: October 13, 2004 | By: /s/ Kristin Curtis                
|                        |                                       
|                        | Kristin Curtis                        
|                        | Chief Accounting Officer              

In accordance
    with the Exchange Act, this report has been signed below by the following persons
    on behalf of the registrant and in the capacities and on the dates indicated.



|Dated: October 13, 2004 | By: /s/ JoAnna Curtis 
|----------------------- | ----------------------
|                        |                       
|                        | JoAnna Curtis         
|                        | President and Director

> 

|Dated: October 13, 2004 | By: /s/ Pamela J. Brimhall      
|----------------------- | --------------------------------
|                        |                                 
|                        | Pamela J. Brimhall              
|                        | Secretary/Treasurer and Director

Supplemental
    information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Exchange
    Act By Non-Reporting Issuers:

Not Applicable.

18