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 1934
For the fiscal year ended June 30, 2008

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

Commission file number: 000-31154

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)705 North 110th Place,Mesa,AZ
        85207(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)

Ranch Preferred Stock
    (Title of Class)

Horse Preferred Stock
(Title of Class)

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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.

1,900,000 shares Common Stock
         4,000,000 shares Preferred Stock (2,000,000 shares Ranch Preferred and 2,000,000 shares Horse Preferred) ****Transitional Small Business Disclosure Format (Check one):       Yes      No X

2




TABLE OF CONTENTS

PAGEPART I:Item 1:
        Description of Business
        4Item 2:
        Description of Property
        5Item 3:
        Legal Proceedings
        5Item 4:
        Submission of Matters to a Vote of Security Holders
        6PART II:Item 5:
        Market for Common Equity and Related Stockholder Matters
        6Item 6:
        Management's Discussion and Analysis or Plan of Operation
        6Item 7:
        Financial Statements
        12Item 8:
        Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
        248a:
        Effectiveness of the Company's Controls and Procedures
        24PART III:Item 9:
        Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act
        24Item 10:
        Executive Compensation
        24Item 11:
        Security Ownership of Certain Beneficial Owners and Management
        25Item 12:
        Certain Relationships and Related Transactions
        25Item 13:
        Exhibits and Reports on Form 8-K
        25SIGNATURES
        
        26


3




PART I:

ITEM 1: Description of Business.

Nevada Classic Thoroughbreds, Inc. (henceforth referred to as "NCT" or the "company") has developed a thoroughbred racing and breeding stallion, proprietary horse racing structure. The company is specialized, making it possible for one or two people to maintain the operation of the company.

The company's proprietary solution to the horse racing industry's challenge is ***Power Genetics*** ***Mathematical Racing NumbersTM***("***PGMRN***"), pre-potent characteristics in horses that can reproduce themselves.

MARKET

There are three distinct markets for the company's horses.

The first 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 second 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 third 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 share 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 horses can be purchased or sold virtually throughout the entire United States. The company is not limited by its customers or limited by the location of its selected horses. These stallions are, almost without exception, readily available and accessible.

The company does not require governmental approval or licensing for any of its stallion racing or breeding prospects. 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.

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ITEM 2: Description of Property.

The company seems to have a tremendous advantage over the industry because of its ***PGMRN***, and can purchase top quality racing and breeding stallion prospects at a fraction of the cost the company would incur if it were to breed, raise, train and race its own stock, considering that the company has lost  its only two broodmares to freak accidents and unforeseen genetic eye problems. Thus, the company intends to purchase only potential racing and breeding stallion prospects.

The company's real assets are its three-year-old colts of 2005, *Buster Beau* and *Titan Up.* The company has spent a vast amount of time and energy in research to find the genetic pedigree with natural horse racing ability. The company feels the colts have the genetics, heritage, and conformation encompassed by the technology of **PGMRN.**The colts are invaluable to the company in producing its racehorses. *Buster Beau*'s Power Index Numbers would indicate that his racing style would be similar to racing stallion greats *Seattle Slew*and *Affirmed*. *Buster* *Beau*'s best racing style would be racing in front or just off the pace, floating around the track, and having a strong home-stretch drive. *Titan Up*'s Power Index Numbers would indicate that his racing
    style would be similar to racing stallion greats *Alysheba* or *Seeking The Gold*. *Titan Up*'s best racing
    style would be racing off the pace, floating around the track, and having an
    extreme home-stretch drive. However, *Titan* *Up*'s left leg toes-out very slightly,
    indicating that he would have more tendencies toward injury on the left leg.
    This, however, is off-set by his Power Number that indicates he would be
    racing free of injury. In comparing *Titan* *Up* to *Buster* *Beau*, *Titan* *Up* appears to be
    slower developing, taller, and appears not to be as confident in new
  situations, but is a more dominant stallion and this quality could be molded into a greater desire to win.

*Tian Up* has incurred a trauma injury to his left hock, possibly by kicking the pasture fence during play. This has resulted in an OCD lesion, or a bone chip, in his left hock. This has resulted in an operation on his left hock to remove the bone chip. According to Dr. Scott Taylor of Arizona Equine in Mesa, Arizona, the horse should have no ill-effects from this operation, and his left hock should have no negative impact on his racing ability. However, the left hock may always carry a little fluid, resulting in a small blemish in the horse's conformation. Furthermore, *Titan Up* had a bout with colic and was on the verge of dying, when, through medication and fluid IVs, the colt recovered. These incidents were very expensive to the company, and provided more of a financial burden upon the officers and directors who paid for the incurred expenses on behalf of the company.

ITEM 3: Legal Proceedings.

Not Applicable.

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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.

The company intends to obtain a market maker for the company's common stock and horse preferred stock.

The market for the company's stock is in the heart of the horse racing and gaming industry. One or more market makers in either of the states of Kentucky, California, Nevada, or New York would suit the needs of the investors as well as providing the company with representation in the horse racing industry, thereby giving investors the flexibility of various security goals and the company with its liquidity to take advantage of opportunities as they arise. The company needs to meet the needs of its shareholders in their buying and selling of the company's securities, and in their investment objections, having available horse preferred stock in the horses the company acquires. Investors may want the the potential capital appreciation of the company's horses.

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

The following discussion and analysis should be read in conjunction with the financial statements, including the notes thereto, appearing elsewhere in this
  report.

The company has elected to purchase racing colts and developing them into breeding stallions, as its primary function. This function is the heart of the thoroughbred industry, where the most expensive horses are bought and sold, and thus, the most important sector of the thoroughbred industry for profit to the company. The company believes that it has the ability to purchase top breeding and racing stallion prospects at a fraction of the cost of producing and maintaining breeding stock to potentially accomplish the same purpose. It appears obvious that, as long as the company enjoys its ***PGMRN*** advantage, that of identifying potential top breeding and racing stallions, it can purchase these stallion prospects at a much lower price than it can produce them at this point in time. Therefore, the company is going to specialize in selecting these prospects until such time as it is more economical to produce such stallions. Having the ability to purchase breeding and racing stallion prospects at a substantially lower price than it would cost to produce them, is a substantial benefit to the company and eliminates the high risk of breeding and maintaining broodmares.

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The company's future plan of operation is to dispose of its marketing of its horse products division of Internet horse product marketing. This disposal could come by advertising, outright sale, spin-off, merger, or any other means the company has in its arsenal to liquidate this asset to, instead, specialize in only the purchase and sale of breeding and racing stallion prospects, as noted above.

The company's future plan is to dispose of its round pen, since the specialty of breedng and developing  foals and yearlings will be handled by others, making it possible for the company to specialize in only the acquisition and disposition of breeding and racing stallions. In general, any other assets not specifically used for this purpose will be eliminated. Furthermore, these assets have been used and will more than likely be sold at a substantial loss to the company. None of the officers or directors of the company will purchase such assets for their own interests, rather, these assets will strictly be advertised and sold to others outside the company at current market prices.

*RESULT OF OPERATIONS*

***Power Genetics Mathematical Racing NumbersTM (PGMRN)***

The company has purchased initial assets; that of two potential racing and breeding
    stallion prospects, *Buster Beau* and *Titan* *Up*. The company is developing these
    horses to enter their respective racing and breeding careers. The company may purchase
    additional horses if these stallions do not race up to the company's ***PGMRN*** numbers. The minimum
    objective of the racing and breeding of stallion prospects is to produce race horses that win graded-stakes races. The maximum the company is hoping for is that the horses can
  compete and win in the classic races.

The following is a detailed outline of the company's ***PGMRN*** in
    comparison to *Secretariat* and *Seattle Slew*.

The company's ***PGMRN*** is the company's tool used to evaluate the
    potential of the racing and breeding ability of its race horses. The following are the scores of the company's horses as well as some comparisons to
  *Secretariat* and *Seattle Slew*'s Power Numbers.

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1. Index of the ability of the horse to sustain its top speed over a distance
    of land. The range is from 43 to 53, 43 being a short burst of speed covering
  1/8 of a mile, 53 being a long burst of speed of about 3/4 of a mile. [go to comparison chart]

2. Index of the ability of the horse to reach a high speed of racing. The
    range is from 108 to 124, 108 being a slow top speed, 124 being an extreme top
  speed. [go to comparison chart]

3. Index of the ability to race on turf or dirt. The range is from 55 to 70,
    55 being a horse that races best on dirt, 70 being a horse that races best on
  the turf. [go to comparison chart]

4. Index of the ability of the horse to have a quick turn of foot. The range
    is from -112 to +43, -112 being a slow turn of foot which means the horse will
    have to take some time to reach its top speed, +43 being a "push-button" horse,
  that is almost reaching top speed instantly when called upon by the jockey. [go to comparison chart]

5. Index to the tendency of the horse to be injured while racing. The range
    is from a -50 to a +50, -50 being an extreme tendency for injuries in the front
    legs, +50 being an extreme tendency for injury in the back legs. An index of 0
    would mean that the horse has ideal running conformation and would most likely
  remain sound during its racing career. [go to comparison chart]

6. Index of balance. The range is from -50 to a +50. -50 being a wasted
    motion because of the horse's stride from its back legs. +50 is a wasted
  motion because of the horse's stride from its front legs. An ideal score would be 0. [go to comparison chart]

7. Index of Combined racing power. The range is from 75 to 400, 75 being an
    efficient coordination of the horse's index in relation to its ability for
    powerful home-stretch drive, 400 being the inability of the horse to sustain a
  home-stretch drive efficiently. [go to comparison chart]

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This is the company's proprietary information. These indexes are, as far as
    the company understands, on the cutting edge of the horse industry, and very
    little data can be found elsewhere in the industry. Therefore, there are
    uncertainties involved in these Power Numbers. Specifically, will the company's
    colts' Power Numbers as the colts reach maturity and racing age stay the same,
    increase or decrease? And exactly how accurate are the company's Power Numbers
    which will need further analysis of a controlled and uncontrolled class of
  horses further than the company has been able to develop at the present.

***PGMRN***Comparison of *Secretariat* & *Seattle Slew* to Company's Horses:

|   | **SECRETARIAT** | **SEATTLE SLEW** | **BUSTER BEAU** | **TITAN UP**
|-- | --------------- | ---------------- | --------------- | ------------
|1) | 53              | 50               | 47              | 47          
|2) | 123             | 120              | 118             | 120         
|3) | 62              | 55               | 69              | 55          
|4) | 21              | 28               | 31              | 28          
|5) | 0               | +10              | 0               | 0           
|6) | +3              | -2               | 0               | 0           
|7) | 112             | 128              | 100             | 75          

[back to *PGMRN* descriptions]

***Secretariat***

In analyzing *Secretariat*'s Index scores, we can see that Index 1 indicates that
    *Secretariat* would have a long top speed Index. Index 2 indicates that
    *Secretariat* was a very fast horse at its top speed. Index 3 would indicate
    *Secretariat*'s main type of track would be dirt with some ability to race on the
    turf as well. Index 4 indicates that *Secretariat* would reach top speed slower
    than many other horses. It would take him some time and racing room to each
    and sustain top speed. Index 5 *Secretariat* would have tendencies to be injury-free while racing. Index 6, *Secretariat* would have an extreme, efficient
    motion and long stride. Index 7 *Secretariat*, if beaten, would be by a horse
    that had a higher Power Index indicating a stronger home-stretch drive. In
    watching races that *Secretariat* won and races that he lost, the Power
    Number Index would seem to correspond to situations *Secretariat* encountered
  when racing at the track.

***Seattle Slew***

In analyzing *Seattle Slew*'s Index scores, we can see that Index 1 indicates
    *Seattle Slew*, while not quite as brilliant as *Secretariat*, would still be able
    to sustain his top speed farther than almost any other horse. Index 2
    indicates *Seattle Slew* has an almost equal top speed to *Secretariat*. Index 3
    indicates that *Seattle Slew* would race mainly on the dirt race track. Index 4
    indicates that *Seattle Slew* would be more of a "push-button" top speed horse
    taking less time to reach top speed than *Secretariat*. Index 5 indicates that
    *Seattle Slew* would have a slight tendency toward injury in the back legs.
    Index 6 indicates that *Seattle Slew* is extremely efficient in his movement
    which would take less stress from his legs, thus off-setting the tendency toward leg injuries of Index 5.

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Index 7 indicates that *Seattle Slew* would
    have a weaker home-stretch drive than *Secretariat*. In analyzing the Power Numbers of *Seattle Slew*, we can see that the races he
      won and the races he lost also depicted the circumstances and situations that
      he encountered while racing. *Seattle Slew* used his ability to sustain his top
      speed by running in the lead and his top speed and efficiency of movement
      enabled *Seattle Slew* to sustain that speed. And his home-stretch drive was
inconsequential to his victory.

***Buster Beau***

In comparing the company's colt, *Buster Beau*, to *Secretariat* and *Seattle Slew*, *Buster*'s
    Index 1 would indicate that he cannot sustain his top speed as long as
    *Secretariat* and slightly less than *Seattle Slew*. Index 2 indicates that
    *Buster Beau*'s top speed is not as fast as *Secretariat* and slightly less than *Seattle Slew*. Index 3 indicates that he is mainly a turf track race horse. Index 4
    indicates that he would be more of a "push-button" horse reaching a top speed
    in a very short time faster than either *Secretariat* or *Seattle Slew*. Index 5
    indicates that he should be relatively injury-free during his racing career,
    equal to *Secretariat* and slightly better than *Seattle Slew*. Index 6 indicates
    that he has an extremely efficient stride, slightly better than that of both
    *Secretariat* and *Seattle Slew*. Index 7 indicates that *Buster* would have a very
  strong home-stretch drive, better than either *Secretariat* or *Seattle Slew*.

In conclusion, *Buster Beau*'s Power Index Numbers would indicate that his racing
    style would be similar to *Seattle Slew* or *Affirmed*. *Buster Beau*'s best racing
    style would be racing in front or just off the pace, floating around the track, and having a
  strong home-stretch drive.

***Titan Up***

In comparing the company's colt, *Titan Up*, to *Secretariat* and *Seattle Slew*, *Titan Up*'s
    Index 1 indicates that he cannot sustain his top speed as long as *Secretariat*
    and slightly less than *Seattle Slew*. Index 2 indicates that *Titan Up*'s top speed
    is not as fast as *Secretariat* and equal to *Seattle Slew*. Index 3 indicates
    that he is mainly a dirt track race horse. Index 4 indicates that he would be
    an extreme "push-button" horse reaching a top speed in a very short time,
    faster than either *Secretariat*, *Seattle Slew*, or the company's other colt,
    *Buster Beau*. Index 5 indicates that *Titan Up* should be relatively injury-free during
    his racing career equal to *Secretariat* and slightly better than *Seattle Slew*.
    Index 6 indicates that he has an extremely efficient stride, slightly better
    than that of both *Secretariat* and *Seattle Slew*. Index 7 indicates that *Titan Up*
    would have an extreme home-stretch drive, better than either *Secretariat*,
  *Seattle Slew*, or the company's other colt, *Buster* *Beau*.

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In conclusion, *Titan Up*'s Power Index Numbers would indicate that his racing
    style would be similar to *Alysheba* or *Seeking The Gold*. *Titan Up*'s best racing
    style would be racing off the pace, floating around the track, and having an
    extreme home-stretch drive. However, *Titan Up*'s left leg toes-out very slightly,
    indicating that he would have more tendencies toward injury on the left leg.
    This, however, is off-set by his Power Number that indicates he would be
    racing free of injury. In comparing *Titan Up* to *Buster Beau*, *Titan Up* appears to be
    slower developing, taller, and appears not to be as confident in new
  situations, and more prone to colic and injury due to pasture frolicking.

*COMPETITION*

The competition is catching up to the company in one aspect of NCT's
    proprietary ***PGMRN*** Number Indexes, specifically Index 6. For
    example, *Lost In The Fog*, a horse-of-the-year candidate in 2005, won ten
    straight races before being defeated in the Breeders Cup Championship Series
    Sprint race. *Lost In The Fog* was analyzed by a company that analyzes
    efficiency of stride. According to the Breeders Cup announcers, they
    analyzed length of stride and time in the air, and he was selected for this
    quality. This would imply that some individuals are beginning to understand
    and apply the relationship of Index 6 to a quality of the race horse.

The competition is still behind the company in using the total Power Numbers in
    selecting horses for breeding and racing. The indicators are that some
    owners and trainers are willing to go through the expense of analyzing Index
    indicator Number 6 to help in their selection process, especially the select
    Kentucky sales, where horses are sold for millions of dollars. However, the
    other indicators seem to be unnoticed at the present time in comparing horses
    that have good indicators to those that do not. Their price seems to be
    relatively the same, and no correspondence seems to exist between the poor
    and good indicators and the prices at which they are sold. The thoroughbred
    sales in California and Texas have usually less expensive horses, and it is
    rare that anyone would go to the expense of analyzing these horses because of
    their lower auction prices. This gives the company a big advantage. The
    company can see the horses a day before the sale, analyze hundreds of horses
    using the complete Power Index Numbers rather than just Index 6, and purchase
    or bid on horses that have the complete package.

At the Texas auction on December 11, 2005, the company purchased *Buster Beau* and *Titan Up*, two colts
    with the highest Power Number Indexes of any colts at that auction. The
    company was able to purchase these colts at well below the average price for
    colts at this auction, and dramatically less than colts sold at Kentucky
    auctions. The company was not able to find colts meeting the company's ***PGMRN*** standard at the California auction. The company believes both
    *Titan Up* and *Buster* *Beau* are two of the best horses to sell at any of these auctions.
    The company feels fortunate to have purchased these two colts within the
    company's price range, and at a significantly lower price than it would have cost the compnay to produce these two fine colts.

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An interesting phenomenon the company has observed is that the company's ***PGMRN*** injury-free Power Numbers appear to off-set the classical
  bad knee conformation. While in California we observed several stallions.
  One stallion had extremely good Power Numbers for injury-free legs, yet the
  standard classical knee conformation was so bad that the company felt this
  horse was a danger to its jockey and other horses on the track. Yet this
  horse raced at the top competitions well after most horses were retired, and
  he earned over three million dollars in earnings, held a stud fee of $5,000,
  and a breeding share price of $20,000 per breeding share. Obviously, at some
  point in the future NCT wants to examine this phenomenon in other horses and
  situations.

*MARKET MAKING*

The company is in the process of obtaining a market maker for its stock, and anticipates being on the Pink Sheets until the company meets the
    requirements of the OTC Bulletin Board. While the company is in the process
    of securing a market maker, there can be no guarantees that a market maker
    will be available, or that the company will meet their requirements in order
    to make a market for the company's securities.

*FINANCIAL CONDITION AND LIQUIDITY*

The Company expects to remain inactive. The Board of Directors intends to a substantial portion of the company's expenses, as determined on an on-going basis by the Board of Directors, until such time as the company is able to produce a profit. It expects this to occur with the racing of its two breeding and racing stallion prospects (*Buster Beau*and *Titan Up*), beginning in late 2007 or early 2008. Until such time, NCT intends to be financed by its
      officers and directors until such time as the colts, *Buster Beau* and *Titan* *Up*, can be raced and the company can earn a profit.

The company is in solid financial condition at the present time. The officers and directors have paid the majority of the company's expenses, and the company enjoys a substantial cash basis in savings and in horse syndications. Thus, the company expects to be in a good financial position when the colts *Buster Beau*and *Titan Up* are able to race and produce earnings for the company.

ITEM 7: Financial Statements.

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

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

CONSOLIDATED FINANCIAL STATEMENTS 
    (Unaudited)

JUNE 30, 2008

Index to Financial Statements

FINANCIAL STATEMENTS
        PAGEBalance Sheet
        
        14Statement of Operations
        
        15Statement of Stockholders' Equity
        
        16Statement of Cash Flows
        
        18Notes to Financial Statements
        
        19


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BALANCE SHEET

FOR PERIOD ENDING JUNE 30, 2008

ASSETSJUNE 30, 2008
        
        
        
        JUNE 30,2007CURRENT ASSETSCash
        
        
        
        
        0
        
        
        
        $
        0Corporate Checking account
        
        
        
        $
        112
        
        
        
        
        2Corporate Savings account
        
        
        
        
        13,954
        
        
        
        
        16,492Demirose LLC Checking account
        
        
        
        
        63
        
        
        
        
        0Syndication AccountsColt I (*Titan Up*) Checking Account
        
        
        
        
        103
        
        
        
        
        835Colt II (*Buster Beau*) Checking Account
        
        
        
        
        1,884
        
        
        
        
        1,804Colt (*Buster Beau*)1
        
        
        
        
        19,446
        
        
        
        
        8,037Colt (*Titan Up*) 1
        
        
        
        
        15,202
        
        
        
        
        10,5211991 Ford Pickup Truck13
        
        
        
        
        2,500
        
        
        
        
        2,5001986 Horse Trailer14
        
        
        
        
        3,000
        
        
        
        
        3,000Horse Round Pen
        
        
        
        
        950
        
        
        
        
        950Pixel Pet Expo
        
        
        
        
        6,384
        
        
        
        
        6,384Demirosa LLC
        
        
        
        
        300
        
        
        
        
        0TOTAL ASSETS
        
        
        
        
        63,898
        
        
        
        
        50,525LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT LIABILITIESAccounts payable
        
        
        
        $
        0
        
        
        
        $
        0Credit Line
        
        
        
        
        0
        
        
        
        
        0STOCKHOLDERS' EQUITYHorse and Ranch Preferred Stock,par value $.001 per shareAuthorized 5,000,000 (2,500,000 Horse Preferredand 2,500,000 Ranch Preferred) shares;4,000,000 shares issued and outstanding(2,000,000 Horse Preferred and 2,000,000 
                 Ranch Preferred)
        $
        4,000
        
        
        
        
        4,000Common stock,par value $.001 per shareAuthorized 5,000,000 shares1,900,000 shares issued andoutstanding
        
        1,900
        
        
        
        
        1,900Paid in capital in excess of par value of stock
        
        16,390
        
        
        
        
        17,496Stockholder receivable
        
        0
        
        
        
        
        0Deficits accumulated during developmental stage15
        
        (126,867
        )
        
        
        
        (110,477
        )TOTAL STOCKHOLDERS' EQUITY 1
        
        
        
        $
        63,898
        
        
        
        $
        44,138TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 1
        
        
        
        $
        63,898
        
        
        
        $
        44,138


See Accompanying Notes

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**STATEMENT OF OPERATIONS**

**FOR PERIOD ENDING JUNE 30, 2008**

JUNE 30, 2008
        
        
        
        JUNE 30, 2007REVENUE
        
        
        
        $
        0
        
        
        
        
        $
        0EXPENSESAdministrative
        
        
        
        
        205
        
        
        
        
        195Marketing
        
        
        
        
        0
        
        
        
        
        889General
        
        
        
        
        16,390
        
        
        
        
        11,636Five-year-old mare (*Rio Buscado*r)Pasture
        $
        0
        
        
        
        
        $
        1,200Supplemental Feed
        
        0
        
        
        
        
        800Veterinarian & Ferrier
        
        0
        
        
        
        
        
        
        5080
        
        
        
        
        2,508Colt (*Buster Beau*)Initial Expenses
        
        NA
        
        
        
        
        
        NAPasture, Board & Training
        $
        10,758
        
        
        
        
        $
        2,932Supplemental Feed
        
        0
        
        
        
        
        120Veterinarian & Ferrier
        
        951
        
        
        
        
        
        
        27011,709
        
        
        
        
        3,322Colt (*Titan Up*)Initial Expenses
        
        NA
        
        
        
        
        
        NAPasture, Board & Training
        $
        3,925
        
        
        
        
        $
        1,832Supplemental Feed
        
        0
        
        
        
        
        120Veterinarian & Ferrier
        
        756
        
        
        
        
        
        
        3,8544,681
        
        
        
        
        5,806SEC Accounting
        
        
        
        
        $
        0
        
        
        
        $
        0TOTAL EXPENSES
        
        
        
        
        $
        16,595
        
        
        
        
        20,011NET (LOSS)
        
        
        
        
        $
        (16,595
        )
        
        
        $
        (20,011
        )NET (LOSS) PER COMMON SHAREBasic and diluted
        
        
        
        $
        ( .00
        )
        
        
        $
        ( .00
        )WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDINGBasic and diluted
        
        
        
        1,900,000
        
        
        
        
        1,900,000


See Accompanying Notes

[back to Table of Contents]

15




**STATEMENT OF STOCKHOLDERS' EQUITY**

**FOR THE PERIOD FROM INCEPTION (NOVEMBER 1, 2000) TO JUNE 30, 2008**

|Common and Preferred Stock                                                                                                              
|----------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                        
|COMMON STOCK
        Balance at Inception - November 1, 2000.                                                                           
|PREFERRED STOCKBalance at inception - November 1, 2000                                                                                  
|                                                                                                                                        
|COMMON STOCK Balance - June 2001                                                                                                        
|PREFERRED STOCK Balance - June 30, 2001                                                                                                 
|                                                                                                                                        
|COMMON Stock issued to Operations Manager for services. Donated back to company for future disbursement for period ending June 30, 2002 
|COMMON STOCK Balance - June 2002                                                                                                        
|PREFERRED STOCK Balance - June 30, 2002                                                                                                 
|                                                                                                                                        
|COMMON Stock issued to Operations Manager for services. Donated back to company for future disbursement, for period ending June 30, 2003
|COMMON STOCK Balance - June 30, 2003                                                                                                    
|PREFERRED STOCK  Balance - June 30, 2003                                                                                                
|                                                                                                                                        
|COMMON Stock split 20:1 April 5, 2004                                                                                                   
|COMMON Stock issued to Operations Manager for services. Donated back to company for future disbursement, for period ending June, 2004   
|COMMON STOCK Balance - June 30, 2004                                                                                                    
|PREFERRED STOCK Balance - June 30, 2004                                                                                                 
|                                                                                                                                        
|COMMON STOCK Balance - June 2005                                                                                                        
|PREFERRED STOCK split 800:1 June 30, 2005                                                                                               
|Preferred Stock divided into Ranch Preferred and Horse Preferred, as follows:                                                           
|Ranch Preferred:                                                                                                                        
|Horse Preferred:                                                                                                                        
|Preferred Dividends to common stock shareholders from Preferred Stock, as follows:                                                      
|Ranch Preferred:                                                                                                                        
|Horse Preferred:                                                                                                                        
|                                                                                                                                        
|COMMON STOCK Balance - June 2006                                                                                                        
|PREFERRED STOCK - June 2006                                                                                                             
|Preferred Stock divided into Ranch Preferred and Horse Preferred, as follows:                                                           
|Ranch Preferred:                                                                                                                        
|Horse Preferred:                                                                                                                        
|Preferred Dividends to common stock shareholders from Preferred Stock, as follows:                                                      
|Ranch Preferred:                                                                                                                        
|Horse Preferred:                                                                                                                        
|                                                                                                                                        
|COMMON STOCK Balance - June 2007                                                                                                        
|PREFERRED STOCK - June 2007                                                                                                             
|Preferred Stock divided into Ranch Preferred and Horse Preferred, as follows:                                                           
|Ranch Preferred:                                                                                                                        
|Horse Preferred:                                                                                                                        
|Preferred Dividends to common stock shareholders from Preferred Stock, as follows:                                                      
|Ranch Preferred:                                                                                                                        
|Horse Preferred:                                                                                                                        
|                                                                                                                                        
|COMMON STOCK Balance - June 2008                                                                                                        
|PREFERRED STOCK - June 2008                                                                                                             
|Preferred Stock divided into Ranch Preferred and Horse Preferred, as follows:                                                           
|Ranch Preferred:                                                                                                                        
|Horse Preferred:                                                                                                                        
|Preferred Dividends to common stock shareholders from Preferred Stock, as follows:                                                      
|Ranch Preferred:                                                                                                                        
|Horse Preferred:                                                                                                                        
|                                                                                                                                        
|COMMON STOCK Net Loss from inception                                                                                                    
|PREFERRED STOCK Net Loss from inception                                                                                                 
|                                                                                                                                        

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16




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

**FOR THE PERIOD FROM JUNE 30, 2007 TO JUNE 30, 2008**

|UNAUDITED
        JUNE 30, 2008                                         |                                                                                   | UNAUDITED
        JUNE 30, 2007 |                                                                         |                                                                                   |  |  |  |  |  | 
|----------------------------------------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------- | ----------------------------------------------------------------------- | --------------------------------------------------------------------------------- |  |  |  |  |  | 
|Paid in Capital
        in Excess of
        Par Value
        of Stock | Deficit
        Accumulation
        during the
        Development
        Stage |                                 | Paid in Capital
        in Excess of
        Par Value
        of Stock | Deficit
        Accumulation
        during the
        Development
        Stage |  |  |  |  |  | 
|AT DATE OF INCEPTION                                                   
|0                                                                       | 0                                                                                 |                                 | 0                                                                       | 0                                                                                 |  |  |  |  |  | 
|NOVEMBER 1, 2000 - STOCK ISSUED TO FOUNDERS                            
|Preferred                                                              
|(4,000)                                                                 | 0                                                                                 |                                 | (4,000)                                                                 | 0                                                                                 |  |  |  |  |  | 
|Common                                                                 
|(1,900)                                                                 | 0                                                                                 |                                 | (1,900)                                                                 | 0                                                                                 |  |  |  |  |  | 
|FAIR MARKET VALUE OF SERVICES DONATED BY STOCKHOLDERS                  
|0                                                                       |                                                                                   |                                 | 7,291                                                                   | ( )                                                                               |  |  |  |  |  | 
|INCREASE IN PAID IN CAPITAL FOR PAYMENT OF EXPENSES BY STOCKHOLDERS    
|16,595                                                                  |                                                                                   |                                 | 10,205                                                                  | ( )                                                                               |  |  |  |  |  | 
|NET (LOSS) FOR EACH PERIOD SHOWN                                       
|16,595                                                                  | (16,595)                                                                          |                                 | 10,205                                                                  | (20,011)                                                                          |  |  |  |  |  | 
|BALANCE FOR EACH PERIOD SHOWN                                          
|16,595                                                                  | (127,042)                                                                         |                                 | 10,205                                                                  | (110,477)                                                                         |  |  |  |  |  | 



**FOR THE PERIOD FROM INCEPTION (NOVEMBER 1, 2000) TO JUNE 30, 2005**

|UNAUDITEDJUNE 30, 2005                                                              |                                                                                               | UNAUDITED
  JUNE 30, 2004 |                                                             | UNAUDITED
  JUNE 30, 2003                                         |  | UNAUDITED
  JUNE 30, 2002                                   |                                                                   | AUDITED
  JUNE 30, 2001 |                                                             | UNAUDITED
  JUNE 30, 2000                                        
|----------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------- | ----------------------------------------------------------- | ----------------------------------------------------------------- |  | ----------------------------------------------------------- | ----------------------------------------------------------------- | ----------------------- | ----------------------------------------------------------- | -----------------------------------------------------------------
|Paid in Capital
            in Excess of
            Par Value
            of Stock | Deficit
            Accumulation
            during the
            Development
        Stage |                           | Paid in Capital
    in Excess of
    Par Value
    of Stock | Deficit
    Accumulation
    during the
    Development
    Stage |  | Paid in Capital
    in Excess of
    Par Value
    of Stock | Deficit
    Accumulation
    during the
    Development
    Stage |                         | Paid in Capital
    in Excess of
    Par Value
    of Stock | Deficit
    Accumulation
    during the
    Development
    Stage
|AT DATE OF INCEPTION                                                               
|0                                                                                   | 0                                                                                             |                           | 0                                                           | 0                                                                 |  | 0                                                           | 0                                                                 |                         | 0                                                           | 0                                                                
|NOVEMBER 1, 2000 - STOCK ISSUED TO FOUNDERS                                        
|Preferred                                                                          
|(4,000)                                                                             | 0                                                                                             |                           | (5)                                                         | 0                                                                 |  | (5)                                                         | 0                                                                 |                         | (5)                                                         | 0                                                                
|Common                                                                             
|(1,900)                                                                             | 0                                                                                             |                           | (1,900)                                                     | 0                                                                 |  | (93)                                                        | 0                                                                 |                         | (91)                                                        | 0                                                                
|FAIR MARKET VALUE OF SERVICES DONATED BY STOCKHOLDERS                              
|10,936                                                                              | (54,679)                                                                                      |                           | 10,936                                                      | (43,793)                                                          |  | 10,936                                                      | (32,807)                                                          |                         | 10,936                                                      | (21,871)                                                         
|INCREASE IN PAID IN CAPITAL FOR PAYMENT OF EXPENSES BY STOCKHOLDERS                
|1,760                                                                               | (13,041)                                                                                      |                           | 1,760                                                       | (11,281)                                                          |  | 1,760                                                       | (9,521)                                                           |                         | 3,797                                                       | (7,761)                                                          
|NET (LOSS) FOR EACH PERIOD SHOWN                                                   
|0                                                                                   | (12,696)                                                                                      |                           | 0                                                           | (12,696)                                                          |  | 0                                                           | (12,696)                                                          |                         | 0                                                           | (13,797)                                                         
|BALANCE FOR EACH PERIOD SHOWN                                                      
|12,696                                                                              | (67,720)                                                                                      |                           | 12,696                                                      | (53,956)                                                          |  | 12,696                                                      | (41,260)                                                          |                         | 13,814                                                      | (28,564)                                                         

[back to Table of Contents]

**CONTINUED -- FOR THE PERIOD FROM  JUNE 30, 2006 THROUGH JUNE 30, 2008**

|--                                                                                  |                                                                                               | -- |                                                             | --                                                                |  | UNAUDITED
JUNE 30, 2008                                     |                                                                   | UNAUDITED
  JUNE 30, 2007 |                                                             | UNAUDITED
  JUNE 30, 2006                                        
|----------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | -- | ----------------------------------------------------------- | ----------------------------------------------------------------- |  | ----------------------------------------------------------- | ----------------------------------------------------------------- | ------------------------- | ----------------------------------------------------------- | -----------------------------------------------------------------
|Paid in Capital
            in Excess of
            Par Value
            of Stock | Deficit
            Accumulation
            during the
            Development
        Stage |    | Paid in Capital
    in Excess of
    Par Value
    of Stock | Deficit
    Accumulation
    during the
    Development
    Stage |  | Paid in Capital
    in Excess of
    Par Value
    of Stock | Deficit
    Accumulation
    during the
    Development
    Stage |                           | Paid in Capital
    in Excess of
    Par Value
    of Stock | Deficit
    Accumulation
    during the
    Development
    Stage
|AT DATE OF INCEPTION                                                               
|--                                                                                  | --                                                                                            |    | --                                                          | --                                                                |  | --                                                          | --                                                                |                           | 0                                                           | 0                                                                
|NOVEMBER 1, 2000 - STOCK ISSUED TO FOUNDERS                                        
|Preferred                                                                          
|--                                                                                  | --                                                                                            |    | --                                                          | --                                                                |  | --                                                          | --                                                                |                           | (4,000)                                                     | 0                                                                
|Common                                                                             
|--                                                                                  | --                                                                                            |    | --                                                          | --                                                                |  | --                                                          | --                                                                |                           | (1,900)                                                     | 0                                                                
|FAIR MARKET VALUE OF SERVICES DONATED BY STOCKHOLDERS                              
|--                                                                                  | --                                                                                            |    | --                                                          | --                                                                |  | --                                                          | --                                                                |                           | 0                                                           | (93,146)                                                         
|INCREASE IN PAID IN CAPITAL FOR PAYMENT OF EXPENSES BY STOCKHOLDERS                
|--                                                                                  | --                                                                                            |    | --                                                          | --                                                                |  | --                                                          | --                                                                |                           | 16,595                                                      | (58,942)                                                         
|NET (LOSS) FOR EACH PERIOD SHOWN                                                   
|--                                                                                  | --                                                                                            |    | --                                                          | --                                                                |  | --                                                          | --                                                                |                           | 16,595                                                      | (34,091)                                                         
|BALANCE FOR EACH PERIOD SHOWN                                                      
|--                                                                                  | --                                                                                            |    | --                                                          | --                                                                |  | --                                                          | --                                                                |                           | 16,595                                                      | (127,042)                                                        

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17




**STATEMENT OF CASH FLOWS**

**FOR THE PERIOD FROM JUNE 30, 2007 TO JUNE 30, 2008**

UNAUDITED
            JUNE 30, 2008
        
        UNAUDITED
            JUNE 30, 2007CASH FLOWS FROM OPERATING ACTIVITIES:Net (loss)
        $
        ( 16,595
        )
        
        $
        ( 20,011
        )Adjustments to reconcile net (loss) to net cash provided by operating activities:Fair market value of services provided by stockholder
        
        0
        
        
        
        7,291Increase in donated or gifted capital for payment of expenses by stockholders
        
        16,595
        
        
        
        17,496Changes in operating assets and liabilities:Accounts payable
        
        0
        
        
        
        0NET CASH PROVIDED BY OPERATING ACTIVITIES
        $
        0
        
        
        $
        0CASH FLOWS FROM INVESTING ACTIVITIES
        
        0
        
        
        
        0CASH FLOWS FROM FINANCING ACTIVITIES
        
        0
        
        
        
        0NET INCREASE (DECREASE) IN CASH AND CASH
            BALANCE AT JUNE 30, 2008
        $
        (559)
        
        
        $
        (6,165)SUPPLEMENTAL DISCLOSURE OF CASH 
            FLOW INFORMATIONCash paid for interest
        $
        0
        
        
        $
        0Cash paid for taxes
        $
        0
        
        
        $
        0SCHEDULE OF NON-CASH INVESTING 
            AND FINANCING ACTIVITIESFair market value of services provided by stockholder
        $
        0
        
        
        $
        7,291Increase in donated or gifted capital for 
            payment of expenses paid by stockholders
        $
        16,595
        
        
        $
        17,496


See Accompanying Notes

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18




NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2008

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The company uses SOP 85-3, breeding horses under development. The horse
    evaluation is adding in direct costs to the value of the horses under
    development. The value is the lower of cost or established market value,
    until breeding maturity, then the horses are depreciated through the life
    of the breeding career. Pursuant to discussions with staff of the Securities
    and Exchange Commission in January of 2006 and in keeping with SOP 85-3
    regarding evaluations of breeding stock, the following accounting practices
  have been adopted and adjustments as of March 31, 2006.

Any financial statements prior to March 31, 2006 will be inaccurate, as they
    do not reflect SOP 85-3, breeding horses under development, and should not
    be relied upon for any meaningful representations of the company's financial
    position.

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. 144 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. 144, "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.

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19






NOTE 2: PREFERRED STOCK

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

NOTE 3: DEVELOPMENT STAGE OPERATIONS

As of June 30, 2008 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, 2007 to June 30, 2008.

NOTE 4: 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.

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20




NOTE 5: INCOME TAXES

|Net (loss)                                                                                                            | $                                | (127,042 | )      
|--------------------------------------------------------------------------------------------------------------------- | -------------------------------- | -------- | -------
|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     | $        | 127,042
|                                                                                                                      | Non-deductible services          |          | 0      
|                                                                                                                      |                                  |          |        
|                                                                                                                      | Income tax net loss              |          | 127,042
|                                                                                                                      |                                  |          |        
|Significant components of the Company's deferred tax asset are as follows:                                            |                                  |          |        
|                                                                                                                      | Net operating loss carry forward | $        | 127,042
|                                                                                                                      | Less valuation allowance         |          | 0      
|                                                                                                                      |                                  |          |        
|                                                                                                                      | Net deferred asset               | $        | 127,042
|                                                                                                                      |                                  |          |        

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                 |  | $                    | .50*  |                    
| | 866,000                |  |                      | 1.25* |                    
| | 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 November 1, 2000 to June
  30, 2008, pursuant to the terms of the plan is as follows:

| |                                         | Shares
      Under
      Option |  | Weighted
        Average
        Exercise Price
| | --------------------------------------- | ------------------------------- |  | -----------------------------------------------
| | Options outstanding at November 1, 2000 | 0                               |  | $                                              
| | Granted                                 | 930,000                         |  |                                                
| | Outstanding at June 30, 2008            | 930,000                         |  |                                                

All shares are exercisable.

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21




Information regarding stock options outstanding as of June 30, 2008 is as
  follows, not including the 20:1 stock split:

| | Price Range                                     | $  10.00  - | $ | 25.00
| | ----------------------------------------------- | ----------- | - | -----
| | Weighted average exercise and grant date prices | $           |   | 23.81
| | Outstanding at June 30, 2008                    | Exercisable

The weighted average fair market value of options granted in the period of
  November 1, 2000 to June 30, 2008 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          | Exercisable

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    |  | 5,000,000   
| | Less stock issued                     | ( 1,900,000) |  | ( 4,000,000)
| | Less stock reserved for stock options | ( 930,000)   |  | 0           
| | Balance available for issuance        | 2,170,000    |  | 1,000,000   

NOTE 8: NET OPERATING LOSS CARRYFORWARD

The corporation has the following net operating loss carry forward:

| | Year          | Amount   | Expiration Date
| | ------------- | -------- | ---------------
| | June 30, 2008 | $127,042 | June 30, 2021  

NOTE 9: FAIR MARKET VALUE OF SERVICES DONATED BY STOCKHOLDER

A stockholder, Brad Brimhall, CEO of the Company, provided services for valued at $ 0 for July 1, 2007 through June 30, 2008. This estimate is $21.032 per hour for two hours per day, five days per week. The salary is determined yearly by the Board of Directors. Since the company is inactive and in a development stage, the current CEO, Brad Brimhall, oversees the operations and the company’s horse assets and the filing of the financial reports. He is currently the only qualified person the company has been able to find to fill these positions at the salary the company is willing to pay. When the company becomes active and a cash flow develops, these tasks will be broken out as the company is able to locate qualified persons to fulfill these jobs. Until  such time, the fair market value is determined by what the company is willing to pay and what a qualified person is willing to accept.

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22




NOTE 10: LIMITED OPERATION COSTS

The shareholders have elected to pay a substantial portion of operation costs of the company up to June, 2009 as gifts or donations to the Company. The exact amount will be determined by the Board of Directors on an on-going basis.

NOTE 11: 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.

NOTE 12: INSURANCE

The Company does not have any insurance coverage on its horse nor any liability or workers' compensation insurance. However, the company intends to purchase insurance on its horses before any of the company's horses are bred or raced.

NOTE 13: FORD TRUCK ASSET   [back]

The truck was purchased and donated to the company by Brad Brimhall, Operations Manager and beneficial shareholder. The truck was purchased to give the company five to six years of operation without substantially decreasing in asset value and resale value. Furthermore, the truck was acquired for the purpose of transporting the company's broodmares safely to and from stallion breeding farm(s).

NOTE 14: HORSE TRAILER ASSET   [back]

The horse trailer was purchased and donated to the company by Brad Brimhall, Operations Manager and beneficial shareholder. The horse trailer was purchased to give the company five to six years of operation without substantially decreasing in asset value and resale value. Furthermore, the horse trailer was acquired for the purpose of transporting the company's broodmares safely to and from stallion breeding farm(s).

NOTE 15: ACCUMULATED DEFICITS   [back]

The common stock for salary was donated back to the company for the purpose of acquiring market makers and their float requirements.

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23

---

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

8a. Effectiveness of the Company's Controls and Procedures

The company maintains disclosures controls and procedures designed to ensure that information required to be disclosed in its reports filed under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized, and reported within the required time periods, and that such information is accumulated and communicated to management, including the company's Chief Executive Officer and Chief Financial Officer, or persons performing these duties, to allow for timely decisions regarding required disclosure.

The company's management, including the Chief Executive Officer and Chief Financial Officer, or persons performing these duties, has evaluated the effectiveness of the company's disclosure controls and procedures over financial reporting (as defined in Exchange Act Rules). At the present time, the company is an inactive filer, with minimal expense transactions each month and no earnings whatsoever. Because of this, the company's financial statements are unaudited. The company's management performs the function of audit committee, and has detected errors in its financial reports, which errors are not in any way related to earnings or expenditures, but merely to the manner in which cumulative balances have been reported. Such errors have been corrected in the company's June 2005 10KSB/A. The Public Company Accounting Oversight Board has defined a material weakness as a "significant deficiency or combination of significant deficiencies that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected." The aforementioned errors are considered to be minor, and thus not "material" weaknesses, significant deficiencies, or a combination of significant deficiencies.

Based upon the company's most recent evaluation, the company's management, including its Chief Executive Officer and Chief Financial Officer (or persons performing those duties), concluded the company's disclosure controls and procedures over financial reporting are adequate and effective as of June 30, 2008. The effectiveness of the company's controls and procedures are an on-going process of continual improvement. As such, when the company becomes active, with earnings to report and audited financial statements, the company's disclosure controls and procedures may require restructuring.

There has been no change in the company's internal control over financial reporting or any other factor that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting.



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, filed August 15, 2001. There has been no change in Directors, Executive Officers, Promoters and Control Persons as of June 30, 2008.

ITEM 10: Executive Compensation

In response to this item, the company hereby incorporates by reference the information previously filed in the 10SB12G, filed August 15, 2001. There has been no change in Executive Compensation as it relates to the dollar amount.

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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, filed August 15, 2001. There has been no change in Security Ownership of Certain Beneficial Owners and Management up to June 30, 2008.  The security ownership is as described elsewhere in this 10KSB Annual Report for the period ending June 30, 2008.

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, filed August 15, 2001. There has been no change in Certain Relationships and Related Transactions.

ITEM 13: Exhibits and Reports on Form 8-K

Exhibit 31.1 - Certification of the Chief Executive Officer pursuant to Rule 13A-14 or 15D-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2 - Certification of the Acting Chief Financial Officer pursuant to Rule 13A-14 or 15D-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1 - Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2 - Certification of the Acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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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 14, 2008 | By: /s/ Brad Brimhall                                    
|                        |                                                          
|                        | Brad Brimhall                                            
|                        | Chief Accounting Officer / Acting Chief Financial 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 14, 2008 | By: /s/ Brad Brimhall                
|----------------------- | -------------------------------------
|                        |                                      
|                        | Brad Brimhall                        
|                        | President and Chief Executive Officer



|Dated: October 14, 2008 | By: /s/ Pamela J. Brimhall
|----------------------- | --------------------------
|                        |                           
|                        | Pamela J. Brimhall        
|                        | Secretary/Treasurer       

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

Not Applicable.

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