SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                   FORM 10-KSB

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

FOR  THE  FISCAL  YEAR ENDED DECEMBER 31, 2000     COMMISSION FILE NO. 000-28267
----------------------------------------------                         ---------



                                  VDO.COM, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           FLORIDA                                68-0427012
(State  or  Other  Jurisdiction               (I.R.S.  Employer
     Of  Incorporation)                     Identification  No.)


                   5315 NEW UTRECHT AVENUE, BROOKLYN, NY 11219
               (Address of Principal Executive Offices) (Zip Code)


                                  (718)437-4523
               (Registrant's Telephone Number, Including Area Code)



           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                      NONE


           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                     COMMON STOCK, $.001 PAR VALUE PER SHARE
                                (TITLE OF CLASS)



     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or  for  such shorter period that the
registrant  was  required  to file such reports, and (2) has been subject to the
filing  requirements  for  the  past  90  days.  Yes   x  No  _____
                                                     ---

     The  aggregate  market  value  of  voting  stock  held by non-affiliates of
registrant  on  December  11,  2001,  based upon the closing price of the common
stock  on  such  date  was  $877,000.

     As  of  December  11,  2001,  there  were outstanding 371,906,350 shares of
registrant's  Common  Stock.

     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not 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.________

                                        1
<PAGE>

                               TABLE  OF  CONTENTS
PART  I

ITEM  1.     BUSINESS                                                          3
                  General                                                      3
                  Subsequent  Events                                           4
ITEM  2.     PROPERTIES                                                        9
ITEM  3.     LITIGATION                                                        9
ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS      10

PART  II

ITEM  5.     MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
             MATTERS                                                          10
ITEM  6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED RESULTS
             OF OPERATIONS  AND  CONSOLIDATED  FINANCIAL  CONDITION           10
ITEM  7.     FINANCIAL  STATEMENTS                                            12
ITEM  8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
             AND  FINANCIAL  DISCLOSURE                                       12

PART  III

ITEM  9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS     13
ITEM  10.    EXECUTIVE  COMPENSATION                                          13
ITEM  11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT                                                       13
ITEM  12.    CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS               13
ITEM  13.    COMPLIANCE  WITH  SECTION  16(a)  OF  THE  EXCHANGE  ACT         13
ITEM  14.    EXHIBITS  AND  REPORTS  ON  FORM  8-K                            13
             INDEX  TO  CONSOLIDATED  FINANCIAL  STATEMENTS                  F-1

                                        2
<PAGE>

                                    PART  I

ITEM  1.          BUSINESS

FORWARD  LOOKING  STATEMENTS

     In  addition  to  historical  information,  this  Annual  Report  contains
forward-looking  statements.  These  forward-looking  statements  are subject to
certain  risks  and  uncertainties  that  could  cause  actual results to differ
materially  from  those  reflected in these forward-looking statements.  Factors
that  might  cause  such  a  difference  include,  but are not limited to, those
discussed  in  the  section  entitled  "Management's  Discussion and Analysis of
Results  of  Operations  and  Financial Condition.  Readers are cautioned not to
place  undue  reliance  on  these  forward-looking  statements,  which  reflect
management's  opinions  only  as  of the date hereof.  The Company undertakes no
obligation  to  revise  or publicly release the results of any revision to these
forward-looking  statements.  Readers  should  carefully review the risk factors
described  in  other  documents  the  Company  files  from time to time with the
Securities  and  Exchange  Commission,  including  the Quarterly Reports on Form
10-QSB  to  be  filed  by  the  Company  in  fiscal  year  2001.

GENERAL

     VDO.COM,  Inc.,  formerly  known as Ventech International Corp., and CTC 3,
Inc.,  (the  "Company"),  was  incorporated  February  9,  1989  in the state of
Florida.  For  all  periods  presented,  the Company had no revenues and did not
engage  in  the  active  development of a product or service. Expenses consisted
entirely  of  management  fees,  legal  and  accounting fees associated with the
Company',  formation,  reorganization,  and  fund  raising  activities.

     On  April  18,  2000,  a  change  of  control  of  the  Company occurred in
conjunction  with the closing under an Agreement and Plan of Reorganization (the
"Reorganization  Agreement")  between  the  Company,  VDO.COM,  Inc.,  a Florida
Corporation,  and  Thoroughbred  Racing  Associates,  Inc.,  ("TRA")  a Delaware
corporation.  The  closing under the Reorganization Agreement was consisted of a
stock  and  cash  for  stock  exchange  in which the Company acquired all of the
issued  and outstanding stock of TRA in exchange for $100,000 and 400,000 shares
of  the Company's common stock. TRA was, prior to this reorganization, a company
with no discernable assets or operations. The Reorganization was approved by the
unanimous  consent  of  the Directors of the Company on April 17, 2000. Prior to
the  Reorganization,  the  Company  had  outstanding 16,900,000 shares of common
stock.  Following  the  Reorganization,  the  Company  had  17,300,000  shares
outstanding.

     As  a result of the Reorganization, the Company became the successor issuer
to  TRA  for  reporting  purposes  under the Securities Exchange Act of 1934 and
elected  to  report  under  the  Act  effective  May  17,  2000.

     As  of  December  31, 2000, the Company has ceased all remaining operations
and  was  seeking  to  merge  with  an  operating  company.

SUBSEQUENT  EVENTS

     The  following  events  occurred  subsequent  to  the  end  of fiscal 2000:

1.   On  June 7, 2001, the Company  entered  into a Stock Purchase Agreement and
Addendum  thereto  (the  "Purchase  Agreement"),  with  Hundred  Mile Plus, Ltd.
("HMP"),  a  California  corporation, Embryo Capital Group, Inc., and Mr. Shmuel
Shneibalg,  which resulted in a restructuring of the Company's management, Board
of  Directors,  and ownership. Under the terms of the Purchase Agreement, Embryo
Capital  Group  and  Mr. Shneibalg (the "Sellers") sold 11,900,000 shares of the
Company's  common stock, representing at the time 55.11% of the Company's issued
and outstanding common stock, to HMP.   As consideration for the purchase of the
shares,  HMP  paid the sum of $25,000 to Sellers and agreed to issue to Sellers,
within  a  one-year period, stock equal to 2% of the outstanding common stock on
the  date  of issuance.  In accordance with the Purchase Agreement, the Board of
Directors  received  the  resignation  of  its  sole  board  member,  Mr. Shmuel
Shneilbalg.

2.   At  a  shareholder  meeting  held on  September  19, 2001, the shareholders
agreed  to amend the Articles of Incorporation to change the name of the Company
to  Hundred  Mile Plus, Ltd., and to increase the number of authorized shares of
common stock to 500,000,000.  The Articles of Incorporation were also amended to
authorize  10,000,000  shares  of preferred stock ($0.001 par value) and to give
the  Board  of  Directors  broad  powers  in issuing such shares and determining
voting  powers,  preferences  and  participation  of  such  shares.

3.   Between  June 2001  and  September 2001, the Company received $173,000 from
the  issuance of convertible debentures to an unrelated party.  Since June 2001,
approximately  $65,000 of the debenture was converted into 236,073,808 shares of
the  Company's  unrestricted  common  stock. The debenture bears interest at the
rate  of  eight  percent  (8%)  per  annum  and  matures  on  March  31,  2002.

4.   On  December  11, 2001, the  Board  of Directors determined that it was not
financially  feasible  for the Company to continue to pursue its development and
marketing  of  the  Hundred  Mile  Plus  product.  The  Company  is currently in
negotiations  with  Wave  Technology  to  terminate  the  agreement.


                                        3
<PAGE>

ITEM  2.          PROPERTIES

     During  fiscal  2000,  the  Company occupied offices in Brooklyn, New York.
Subsequent  to the June 7, 2001 Purchase Agreement with Hundred Mile Plus, Ltd.,
the  Company  relocated  its  offices  to  Redlands, California, where it shares
approximately  1,500 square feet of office and research facilities.  The Company
did not incur any significant costs associated with terminating its lease in New
York  or  in  relocating  its  operations  to  California.

     Management  considers its facilities to be well maintained and adequate for
its  purposes.

ITEM  3.          LITIGATION

     The  Company  is not currently involved in any litigation.  The Company may
be  subject  to  various claims and actions that arise in the ordinary course of
business.  The  litigation  process  is inherently uncertain, and it is possible
that  the  resolution  of  any  of the Company's future litigation may adversely
affect  the  Company.

ITEM  4.          SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

During  the fourth quarter of the Company's fiscal year ended December 31, 2000,
no  matters  were  submitted  to  a  vote  of  securities  holders.


                                        4
<PAGE>
                                     PART II

ITEM  5.          MARKET  FOR  REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
                  MATTERS

     A.  MARKET  INFORMATION

     The  Company's  common  stock  was listed on the "over-the-counter" ("OTC")
bulletin  board  during  fiscal  2000  and 1999.  Subsequent to fiscal 2000, the
Company's  common  stock  was  moved  to  the  "pink  sheets"  as  required  for
non-reporting  companies.  The  market  for  the Company's common stock has been
limited.  The  following  table sets forth the high and low closing sales prices
for  the  Common  Stock  for each quarterly period within the Company's two most
recent  fiscal  years.

2000                                        HIGH          LOW
----                                        ----          ---

Quarter  ended:
March  31,  2000                            $2.00         $0.75
                                            -----         -----
June  30,  2000                              1.10          0.00
                                            -----         -----
September  30,  2000                         0.00          0.00
                                            -----         -----
December  31,  2000                          0.00          0.00
                                            -----         -----

1999                                        HIGH          LOW
----                                        ----          ---

Quarter  ended:
March  31,  1999                            $3.00         $0.25
                                            -----         -----
June  30,  1999                              3.33          0.33
                                            -----         -----
September  30,  1999                         3.25          1.00
                                            -----         -----
December  31,  1999                          2.50          1.00
                                            -----         -----

     B.  HOLDERS  OF  COMMON  STOCK

     As  of  December 31, 2000 there were approximately 248 holders of record of
the  Company's  Common  Stock  and  an additional 1,838,929 shares maintained in
"Street  Name".

     C.  DIVIDENDS

     The Company has never paid cash dividends on its Common Stock, and does not
anticipate  paying  cash  dividends  in  the  foreseeable  future.  Any  future
determination  as  to  the  payment of cash dividends will be dependent upon the
Company's  financial  condition and results of operations and other factors then
deemed  relevant  by  the  Board  of  Directors.

ITEM  6.          MANAGEMENT'S  DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
                  AND  FINANCIAL  CONDITION

RESULTS  OF  OPERATIONS
FISCAL  YEARS  2000  AND  1999

     During  the  years  ended  December  31, 2000 and 1999, the Company did not
generate  any  revenues nor incur any costs for developing a product or service.
Expenses  during  these  periods  consisted principally of accounting, legal and
management  fees  associated  with  the  formation,  reorganization,  and
capitalization  of the Company.  The following table sets forth certain items in
the  statements  of  operations  as a percentage of total expenses for the years
ended  December  31,  2000  and  1999.

                                                  Year  Ended  December  31,

                                                      2000          1999
                                                      ----          ----
Net  revenues                                         0.0%          0.0%
General  and  administrative                         35.0          64.6
Management  fees                                      3.0          35.4
Other                                                62.0           0.0
Net  loss                                            (100)         (100)

REVENUES

     During  the  years  ended  December 31, 2000 or 1999, the Company's primary
business  consisted of fund raising in order to commence product development and
operations,  as well as seeking joint venture or merger partners.  Consequently,
the  Company  did  not  generate  any  revenues  during  the  periods presented.

                                        5
<PAGE>

GENERAL  AND  ADMINISTRATIVE  EXPENSES

     General and administrative ("G&A") expenses increased to $357,000 in fiscal
2000,  compared  to  $44,000  in  fiscal  1999.  The  increase in fiscal 2000 is
attributed  to  increased  legal  expenses  and  accounting expenses incurred in
connection  with  the  reorganization  with  Thoroughbred Racing Associates (see
above),  and  with seeking operating capital, joint venture and merger partners.

     G&A  expenses  increased  as  a percentage of total expenses in fiscal 2000
over  fiscal 1999, due to the aforementioned factors, and to the relatively flat
expense  levels  in  other  areas.

MANAGEMENT  FEES

     Management  fees for both fiscal 2000 and 1999 consisted of amounts paid to
a  related  party  for routine management services associated with the Company's
operations.  For the year ended December 31, 2000, management fees were $31,000,
compared  to  fees  of  $24,000  for  the  year  ended  December  31,  1999.

OTHER  EXPENSE

     Other  expense for fiscal 2000 consisted of $100,000 paid by VDO.COM to the
owners  of  Thoroughbred Racing as agreed in the Plan of Reorganization, and the
write  off  of  $528,000  in  contracts  assumed  in connection with the Plan of
Reorganization.  As  these  contracts  did not generate any income during fiscal
2000  and, in management's opinion, were not likely to generate income in future
periods,  the  Company  recognized  a  permanent  impairment in the value of the
contracts.

NET  LOSS  AND  INCOME  TAXES

     As  a  result  of  all  of  the  above, fiscal 2000 net loss was $1,016,000
compared  to  a  net  loss  of  $68,000  in  fiscal  1999.

     Due  to  cumulative net losses incurred in fiscal 2000 and prior years, the
Company  was  not obligated to pay federal or state income taxes for fiscal 2000
or  1999.

LIQUIDITY  AND  CAPITAL  RESOURCES

     At  December  31,  the  Company  had  zero  working  capital  and  current
obligations  of  $90,000,  compared to working capital of $216,000 at the end of
fiscal  1999.  Cash  and cash equivalents decreased by $39,000 in fiscal 2000 to
$0  at  December 31, 2000.  The decrease in cash and cash equivalents was due to
cash  used  for  operating  activities totaling approximately $220,000 offset by
$181,000  received  from  issuing  debentures.

     The  Company  has  incurred operating losses from inception and has not yet
generated  any  revenues  to  support its operations, and has exhausted its cash
reserves.  The  Company's  ability  to continue as a going concern is dependent,
among  other  things,  on  its  ability  to  operate  profitably,  and or obtain
additional  financing and eventually obtaining a profitable level of operations.
It  is  management's  opinion  that  the  going  concern  basis of reporting its
financial  condition  and results of operations is appropriate at this time. The
Company  plans  to  increase  cash  flows  through  the  sale of securities and,
eventually,  through  the  development  of  profitable  operations,  or  through
merger/acquisition  with  a  going  concern  business.  If  the  Company  is
unsuccessful in achieving these objectives, there is substantial doubt regarding
the  Company's  ability  to  continue  as  a  going  concern.

     The  Company's  primary available source for generating cash for operations
is  the  debenture  payable.   The  debenture  proceeds  of $1,000,000 are being
advanced to the Company in traunches.   As of December 31, 2000, the Company had
$291,000 which had not yet been advanced.  The Company's ability to draw down on
the  remaining  balance  of the debenture is conditional upon the market for the
Company's  stock  into  which the debentures are convertible.  Management has no
assurance  that  any  funds  will  be available under the debenture, or that any
funds  made  available  will  be adequate for the Company to continue as a going
concern.

ITEM  7.          FINANCIAL  STATEMENTS

     The financial statements required by Item 7 of this report are set forth in
the  index  on  page  F-1.

ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND FINANCIAL  DISCLOSURE

     In  June  2000,  Crouch,  Bierwolf & Chisholm, Independent Certified Public
Accountants,  the  independent  accountant  previously  engaged as the principal
accountant  to  audit  the  financial  statements  of VDO.com, Inc., resigned as
auditors for the Company.  As Crouch, Bierwolf & Chisholm resigned, the decision
to  change accountants was not approved by the Board of Directors of the Company
or  by  any  audit  or  similar  committee  thereof.

     The audit report of Crouch, Bierwolf & Chisholm dated March 31, 2000 on the
financial  statements of VDO.com, Inc. and the related statements of operations,
shareholders'  equity  and  cash  flows for each of the years ended December 31,
1999  and  1998  (the  "Audit  Period")  did  not contain any adverse opinion or
disclaimer  of opinion, nor were they qualified or modified as to audit scope or
accounting  principles,  except  the  reports  were  modified  to  include  an
explanatory  paragraph  wherein  they  expressed  substantial  doubt  about  the
Company's  ability to continue as a going concern.  During the Audit Period, and
the  period up to their resignation, there were no disagreements with the former
accountant  on  any  matter  of  accounting  principles  or practices, financial
statement  disclosure,  or  auditing scope or procedure, which disagreements, if
not  resolved to the satisfaction of the former accountant, would have caused it
to  make reference to the subject matter of the disagreements in connection with
its  report.  VDO  has  provided  a  copy  of  this  disclosure  to  its  former
accountants, and VDO.com requested that the former accountants furnish them with
letters addressed to the Securities and Exchange Commission stating whether they
agree  with  the  statements  made  by  the Registrant, and, if not, stating the
respects  in  which  they  do  not  agree.

     After  Crouch,  Bierwolf  &  Chisholm's resignation, the board of directors
approved  the engagement of Zakheim, Roth & Co., Certified Public Accountants as
the  principal  accountant  to  audit  the  financial statements of the Company.

                                        6
<PAGE>

PART  III

ITEM  9.          DIRECTORS,  EXECUTIVE  OFFICERS, PROMOTERS AND CONTROL PERSONS

     Shmuel Shneibalg has served as a director of the Company since 2000.  Prior
experience  included  four  years as President of Beaupre Manufacturing, Inc. in
Montreal,  Canada.  Mr.  Shneibalg  also spent two years managing promotions and
funding  for  two  publicly  traded  companies, Power Phone, Inc. (PWPH) and TMC
Agroworld  Corporation (TACN).  He also spent two years as Vice President of L&M
Electrical  Contracting  Corp.  where  his duties involved product design, price
estimation,  quality  control,  architectural  review and customer satisfaction.

     The  Company  presently has no executive committee, nominating committee or
audit  committee  of  the  Board  of  Directors.


ITEM  10.         EXECUTIVE  COMPENSATION

     The  following  table sets forth the executive compensation paid during the
fiscal  years  ended  December  31,  2000  and 1999 to all Executive officers of
VDO.COM:

                                    TABLE  I
                              SUMMARY COMPENSATION


                                        ANNUAL           RESTRICTED
                                        COMPENSATION     STOCK
                                        ------------                ALL OTHER
                                        SALARY  BONUS    AWARDS     COMPENSATION

NAME OF INDIVIDUAL
AND PRINCIPAL POSITION
----------------------           YEAR     $       $       (#)           ($)

Shmuel  Shneibalg
President,  Secretary,
Treasurer  &  Director           2000     31,000  --     100,000         --
                                 1999       --    --       --            --



ITEM  11.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets for the security ownership of management and directors,
and  all  owners  of  record  that  control  greater  than  5%  of the Company's
outstanding  common  stock:

                   NAME AND POSTION      AMOUNT AND NATURE OF   PERCENT OF CLASS
                  OF BENEFICIAL OWNER    BENEFICIAL OWNERSHIP     OUTSTANDING
                  ------------------    ---------------------   ----------------

TITLE OF CLASS
--------------

Common Stock
$.001 Par Value    Shmuel Shneibalg           11,900,000             55.11%
                   (President,  Secretary,
                   Treasurer  &  Director)

All Directors
and Executive
Officers as a
Group (1 person)                              11,900,000             55.11%


ITEM  12.         CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     The following transactions occurred during fiscal 2000 in which the present
directors,  officers  and  key employees of the Company had a direct or indirect
material  interest.  The  Company  believes  that  the terms of the transactions
described  below  are as favorable as could have been obtained with unaffiliated
third  parties.

     On  March  25,  2000,  the  Company assumed a debenture payable from Embryo
Capital Group, Inc., which owns 11,900,000 shares of the Company's common stock.
In  exchange  for  this  assumption,  the  Company received all of the contracts
pending  from Embryo Capital Group, Inc. As of December 31, 2000 these contracts
did  not  generate  any  income  and  were  written  off.

     The  Company pays a management fee to a shareholder/director for management
services.  During  the  years ended December 31, 2000 and 1999, the Company paid
$31,000  and  $24,000,  respectively,  for  management  services.

ITEM  13.         COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors  and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports  of  ownership  and  reports of changes in ownership of Common Stock and
other  equity  securities  of the Company.  Officers, directors and greater than
ten  percent shareholders are required by SEC regulations to furnish the Company
with  copies  of  all  Section  16(a)  forms  they  file.

                                        7
<PAGE>

     To  the Company's knowledge, none of the required parties are delinquent in
their  16(a)  filings.

ITEM  14.         EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)          Financial  Statements.

                  See "Index to Consolidated Financial Statements" included in
                  this report at Page  F-1.

     (b)          No reports on Form 8-K were filed during the fourth quarter of
                  the fiscal  year  ended  December  31,  2000.

     (c)          Exhibits

FILED  PREVIOUSLY

     Not  applicable

FILED  HEREWITH

     Not  applicable


                                        8
<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its  behalf  by  the  undersigned,  thereunto  duly  authorized.

                                              VDO.COM,  Inc.
                                              /s/ Joshua Rubinowitz
Date:  December  29,  2001                    ______________________
                                              By:  Joshua Rubinowitz
                                              Its: Director


     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
registrant  and  in  the  capacities  and  on  the  dates  indicated.

SIGNATURE                       TITLE                              DATE
---------                       -----                              ----

/s/Joshua  Rubinowitz           Director                     December  29,  2001
---------------------
Joshua  Rubinowitz

                                        9
<PAGE>
                                  VDO.COM, INC.

                          INDEX TO FINANCIAL STATEMENTS

     The following financial statements of VDO.COM, Inc. are included in Item 7:

                                                                    PAGE

Financial  Statements:

     Report  of  Independent  Accountants                           F-2

     Balance  Sheet  at  December  31,  2000                        F-4

     Statements of Operations for each of the two years
     in  the  period ended  December  31,  2000                     F-5

     Statements  of  Stockholders'  Equity  for  each  of
     the two years in the period ended December 31, 2000            F-6

     Statements of Cash Flows for each of the two years
     in the period ended  December  31,  2000                       F-7

     Notes  to  Financial  Statements                               F-8


                                      F-1
<PAGE>

                          INDEPENDENT  AUDITOR'S  REPORT



To  the  Board  of  Directors  and  Stockholders
VDO.COM,  Inc.



We  have  audited the accompanying balance sheet of VDO.COM, Inc. as of December
31,  2000,  and the related statements of operations and comprehensive loss, and
stockholders'  equity  for the year then ended.  This financial statement is the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  this  financial  statement  based  on  our  audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those  standards require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  financial  statements  are  free  of  material
misstatements.  An  audit  includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of VDO.COM, Inc., as of
December  31,  2000,  the  results of its operations for the year then ended, in
conformity  with  generally  accepted  accounting  principles.

The accompanying financial statement has been prepared assuming that the Company
will  continue  as  a  going  concern.  As  discussed in Note 4 to the financial
statements, the Company has suffered recurring losses from operations and has an
accumulated  deficit that raises substantial doubt about its ability to continue
as  a  going  concern.  Management's  plans in regards to those matters are also
described  in  Note  4.  The financial statements do not include any adjustments
that  might  result  from  the  outcome  of  this  uncertainty.


/s/  Zakheim,  Roth  &  Co
--------------------------

May  11,  2001

                                      F-2
<PAGE>

                          INDEPENDENT  AUDITOR'S  REPORT



To  the  Stockholders  and  Board  of  Directors
of  VDO.COM,  Inc.

We  have  audited the accompanying balance sheet of VDO.COM, Inc. as of December
31,  1999,  and the related statements of operations and comprehensive loss, and
stockholders'  equity  for the year then ended.  This financial statement is the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  this  financial  statement  based  on  our  audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those  standards require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  financial  statements  are  free  of  material
misstatements.  An  audit  includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of VDO.COM, Inc., as of
December  31,  1999,  the  results of its operations for the year then ended, in
conformity  with  generally  accepted  accounting  principles.

The accompanying financial statement has been prepared assuming that the Company
will  continue  as  a  going  concern.  As  discussed in Note 4 to the financial
statements, the Company has suffered recurring losses from operations and has an
accumulated  deficit that raises substantial doubt about its ability to continue
as  a  going  concern.  Management's  plans in regards to those matters are also
described  in  Note  4.  The financial statements do not include any adjustments
that  might  result  from  the  outcome  of  this  uncertainty.


/s/Crouch,  Bierwolf  &  Chisholm
---------------------------------

Salt  Lake  City,  Utah
March  31,  2000





                                      F-3
<PAGE>
                                  VDO.COM, INC.
                                  BALANCE SHEET


                                     ASSETS


                                                                   DECEMBER  31,
                                                                       2000
                                                                       ----


     Total  Assets                                               $      --
                                                                     =======



                      LIABILITIES  AND  STOCKHOLDERS'  EQUITY

Current  liabilities:
  Accounts  payable                                                  $90,000
                                                                      ------

     Total  current  liabilities                                      90,000

Debenture payable (Notes 3, 6 and 7)                                 634,000
                                                                     -------

Commitments  and  Contingencies  (Note  5)

Stockholders'  equity  (Note  6):
  Common  stock  -  $.001  par  value;  50,000,000  shares
    authorized,  21,971,429  shares  issued  and  outstanding         22,000
  Capital  in  excess  of  par  value                                407,000
  Accumulated  deficit                                            (1,153,000)
                                                                   ----------
     Total  stockholders'  equity                                   (724,000)
                                                                  -----------

     Total  Liabilities  and  Stockholders'  Equity              $      --
                                                                    =======



     See Notes to Financial Statements


                                      F-4
<PAGE>
                                  VD).COM, INC.
                          STATEMENTS OF OPERATIONS AND
                               COMPREHENSIVE LOSS



                                                 FOR THE YEAR ENDED DECEMBER 31,
                                                 -------------------------------
                                                      2000            1999
                                                      ----            ----

Revenues                                         $      --        $     --

General  and  administrative  expenses             357,000          44,000
Management  fees  (Note  7)                         31,000          24,000
Other  (Note  2)                                   628,000               -
                                                   -------        --------

     Total  Expenses                             1,016,000          68,000
                                                 ---------        --------

Net  loss                                       (1,016,000)        (68,000)

Comprehensive  loss                            $(1,016,000)       $(68,000)
                                                ==========        =========

Basic  and  diluted  net  loss  per  share          $(0.05)        $(0.004)
                                                     ======        =======

Basic  and  dilutive  weighted  average
  common  shares  outstanding                   18,810,597      16,025,000


     See  Notes  to  Financial  Statements


                                      F-5
<PAGE>
                                  VDO.COM, INC.
                       STATEMENTS OF STOCKHOLDERS' EQUITY


                                            CAPITAL IN
                      COMMON  STOCK         EXCESS  OF    ACCUMULATED
                      -------------
                   SHARES        AMOUNT     PAR VALUE     DEFICIT       TOTAL
                   ------        ------     ---------     -------       -----


Balance at
December 30,1998    13,400,000    $13,000     $95,000     $(69,000)     $39,000


Common stock
issued for cash      3,500,000      4,000     241,000                   245,000

Net loss for
the year                                                  (68,000)     (68,000)
                                                           -------     --------

Balance at
December 31, 1999   16,900,000    $17,000    $336,000    $(137,000)     $217,000

Common  stock
issued  for
reorganization         400,000

Common  stock
issued  on
conversion of
debentures           4,671,429      5,000      70,000                     75,000

Net loss for the year                                  (1,016,000)   (1,016,000)
                                                       ----------    ----------
Balance  at
September 30, 2000  21,971,429    $22,000    $407,000 $(1,153,000)    $(724,000)
                    ==========    =======    ========   =========     ==========


     See  Notes  to  Consolidated  Financial  Statements

                                      F-6
<PAGE>
                                  VDO.COM, INC.
                            STATEMENTS OF CASH FLOWS

                                                 FOR THE YEAR ENDED DECEMBER 31,
                                                 -------------------------------

                                                      2000              1999
                                                      ----              ----
Cash used in operating activities:
     Net  loss                                    $(1,016,000)        $(68,000)
Adjustments to reconcile net loss to net cash
used  in  operating  activities:
     Write  down  of  goodwill                        528,000               --
Changes  in  operating  assets  and  liabilities:
     Decrease (increase) in accounts receivable        88,000          (88,000)
     Decrease (increase) in other current assets      101,000           (1,000)
     Increase  in  accounts  payable                   79,000            5,000
     Decrease increase in other current liabilities        --          (54,000)
                                                      --------        --------

Net  cash  used  in  operating  activities           (220,000)        (206,000)
                                                     --------         --------

Cash  flows  from  financing  activities:
     Proceeds  from  issuance  of  debentures         181,000               --
     Proceeds  from  issuance  of  common  stock           --          245,000
                                                      -------          -------

Net  cash  provided  by  financing  activities        181,000          245,000
                                                     --------          -------

Net (decrease) increase in cash and
cash equivalents                                      (39,000)          39,000
                                                     ---------        --------

Cash and cash equivalents at beginning of year         39,000               --
                                                     ---------        --------

Cash  and  cash  equivalents  at  end  of  year        $    -          $39,000
                                                        ======         =======


Non-cash  items:
     Common  stock  issued  on  conversion
     of  debentures                                    75,000               --


     See  Notes  to  Financial  Statements

                                      F-7
<PAGE>


NOTE  1.   THE  COMPANY:

     VDO.COM,  Inc.,  formerly  known as Ventech International Corp., and CTC 3,
Inc.,  (the  "Company"),  was  incorporated  February  9,  1989  in the state of
Florida.  For  all  periods  presented,  the  Company  had  no  revenues  and no
significant  operations.

     On  April  18,  2000,  a  change  of  control  of  the  Company occurred in
conjunction  with the closing under an Agreement and Plan of Reorganization (the
"Reorganization  Agreement")  between  the  Company,  VDO.COM,  Inc.,  a Florida
Corporation,  and  Thoroughbred  Racing  Associates,  Inc.,  ("TRA")  a Delaware
corporation.  The  closing under the Reorganization Agreement was consisted of a
stock  and  cash  for  stock  exchange  in which the Company acquired all of the
issued  and outstanding stock of TRA in exchange for $100,000 and 400,000 shares
of the Company's common stock.  TRA was, prior to this reorganization, a company
with  no  discernable  assets or operations.  The Reorganization was approved by
the  unanimous consent of the Directors of the Company on April 17, 2000.  Prior
to  the  Reorganization, the Company had outstanding 16,900,000 shares of common
stock.  Following  the  Reorganization,  the  Company  had  17,300,000  shares
outstanding.

     As  a result of the Reorganization, the Company became the successor issuer
to  TRA  for  reporting  purposes  under the Securities Exchange Act of 1934 and
elected  to  report  under  the  Act  effective  May  17,  2000.

NOTE  2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES:

     BASIS  OF  PRESENTATION

     In  the  opinion  of  management,  the  accompanying  condensed  financial
statements  contain  all  adjustments  (consisting  of  only  normal  recurring
adjustments)  necessary to present fairly the Company's financial position as of
December  31,  2000  and  the results of operations and cash flows for the years
ended  December  31,  2000  and  1999.

     For  all  periods  presented, the results of operations, cash flows, equity
statements  and  balance  sheets  represent only the activities of VDO.COM, Inc.
Since  TRA  was  a  non-operating  company  at  the  time of the Reorganization,
pro-forma  financial  statements  reflecting  TRA  operations  for  the  periods
presented  have  not  been  included.

     While  management  believes  that the disclosures presented are adequate to
make  the  information  not  misleading,  it  is  suggested that these financial
statements  be  read  in conjunction with the financial statements and the notes
included  in  the  Company's  quarterly reports on Form 10-QSB and the Company's
filings  on  Form  8-K  and  Form  8-K/A

     RECLASSIFICATIONS

     Certain  balance  sheet items have been reclassified in the current year to
conform  with  Generally  Accepted  Accounting  Practices.

     CASH  AND  CASH  EQUIVALENTS

     Cash  in  excess  of  requirements  is  principally  invested in short-term
corporate  and  government  obligations,  money market funds and certificates of
deposit  with a remaining maturity of three months or less. Such investments are
deemed  to  be  cash  equivalents.

     USE  OF  ESTIMATES  BY  MANAGEMENT

     The  preparation  of  financial  statements  in  conformity  with generally
accepted accounting principles requires management to make certain estimates and
assumptions  that  affect  the  reported  amounts  of assets and liabilities and
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements  and  the  reported  amounts  of  revenues  and  expenses  during the
reporting period. Actual results could differ from those estimates.  Significant
estimates and assumptions include those made surrounding allowances for deferred
income  tax  assets,  losses  for  contingencies,  reserves  against assets with
impaired  values  and  certain  accrued  liabilities.

     INCOME  TAXES

     The  liability  method  of  accounting  for  income  taxes  requires  the
recognition  of  deferred  tax  liabilities  and  assets for expected future tax
consequences of temporary differences between the carrying amounts and tax bases
of  assets  and  liabilities.  Management  provides  a  valuation  allowance for
deferred  tax  assets  when  it is more likely than not that all or a portion of
such  assets  will  not  be  recoverable  based  on  future  operations.

     IMPAIRMENT  OF  LONG-LIVED  ASSETS

     The  Company  accounts  for  impairment  of  long-lived  assets  under  the
provisions  of  Statement  of  Financial  Accounting Standards ("SFAS") No. 121,
"Accounting  for the Impairment of Long-Lived Assets and Long-Lived Assets to Be
Disposed  Of."  This  statement  requires  that  long-lived  assets  and certain
identifiable  intangibles  be reviewed for impairment whenever events or changes
in  circumstances  indicate  that  the  carrying  amount  of an asset may not be
recoverable.  Recoverability  of  assets  to  be  held and used is measured by a
comparison  of the carrying amount of an asset to future net cash flows expected
to be generated by the asset.  If such assets are considered to be impaired, the
impairment  to  be  recognized  is  measured by the amount by which the carrying
amount  of  the  assets  exceeds  the  fair  value  of the assets.  Assets to be
disposed  of are reported at the lower of the carrying amount or fair value less
costs  to sell.  During the year ended December 31, 2000, the Company determined
that  the  value  of  certain  contracts  assumed in connection with the Plan of
Reorganization,  discussed  above,  and  previously  reported  as  Goodwill  of
$528,000,  had  been  permanently  impaired  since these contracts had failed to
generate income during the year and, in management's opinion, were not likely to
generate  income  in  future  periods.  As  a  result, the Company wrote off the
balance  of  such  contracts.

                                      F-8
<PAGE>

     PER  SHARE  INFORMATION

     Basic  loss  per  share  is  computed  by dividing loss available to common
shareholders  by  the  weighted  average  common  shares  outstanding  plus  the
potential  effect  of dilutive securities which are convertible to common shares
such  as options, warrants and preferred stock.  Due to the net loss incurred in
fiscal  2000,  any  common  stock  equivalents  outstanding  would be considered
anti-dilutive and thereby excluded from the calculations of diluted net loss per
share.  There  were  no  anti-dilutive  securities  or  common stock equivalents
outstanding  during  the  years  ended  December  31,  2000  and  1999.

     STATEMENTS  OF  CASH  FLOWS

     The  Company  made no cash payments for interest or income taxes in 2000 or
1999.

     COMPREHENSIVE  INCOME

     Comprehensive  income  is  defined  as  the  change in equity of a business
enterprise  during a period from transactions and other events and circumstances
from  non-owner  sources.  The  Company  had no elements of comprehensive income
during  fiscal  2000  and  1999.

     RECENTLY  ISSUED  ACCOUNTING  STANDARDS

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting  for Derivative Instruments and Hedging Activities."  This statement
requires  companies  to  record  derivatives  on  the balance sheet as assets or
liabilities,  measured at fair value.  Gains or losses resulting from changes in
the  values  of those derivatives would be accounted for depending on the use of
the derivative and whether it qualifies for hedge accounting.  In May 1999, SFAS
133  was  amended  to  defer its effective date.  SFAS 133 will be effective our
first  quarter filing of fiscal 2001.  We do not expect the adoption of SFAS 133
to  have  a  material  impact  on  our  financial  statements.

     The  Securities  and  Exchange  Commission  (SEC)  issued  Staff Accounting
Bulletin  (SAB)  101,  Revenue  Recognition in Financial Statements, in December
1999.  The SAB summarizes certain of the SEC staff's views in applying generally
accepted  accounting  principles  (GAAP)  to  revenue  recognition  in financial
statements.  We  are  required  to  adopt SAB 101 in the first quarter of fiscal
2001.  We  believe  our revenue recognition policies are in accordance with GAAP
and,  accordingly,  we  do  not  expect  a  significant  impact on our financial
statements.

NOTE  3.   COMPOSITION  OF  CERTAIN  BALANCE  SHEET  CAPTIONS:

     Debenture  Payable  consists  of  a  convertible debenture that the Company
assumed  from  Embryo  Capital  Group, Inc., which owns 11,900,000 shares of the
Company's common stock, in exchange for all of the contracts pending from Embryo
Capital Group, Inc. The original debenture had a face value of $1,000,000, which
is  advanced  to  the Company in periodic, discretionary traunches.  At the time
the  debenture  was  assumed  from Embryo Capital, $528,000 of the debenture had
been  funded  to  the Company, and advances of $181,000 were made to the Company
during  the  year  ended  December 31, 2000.  During the year ended December 31,
2000,  debentures  of  $75,000  were  converted  into  4,671,429  shares  of the
Company's common stock.  As of December 31, 2000 the Company had a net liability
under  the  debenture  of  $634,000.  The  debentures  are  convertible  into
unrestricted common stock of the Company discounted 30% of the three-day average
closing  price  of  the common stock, bear interest at the rate of eight percent
(8%)  per  annum,  and  mature  on  March  31,  2002.

NOTE  4.   INCOME  TAXES:

     The  deferred  income  tax  balances  at December 31, 2000 are comprised as
follows:

                                                      DECEMBER  31,  2000
                                                      -------------------
Deferred  income  tax  assets:
     Net  operating  loss  carry  forwards                $  1,153,000
     Accrued  expenses                                          90,000
     Valuation  allowance                                   (1,243,000)
                                                           -----------
                                                                     -
                                                           ============

     In fiscal 2000, the difference between the tax benefit derived by using the
34%  Federal tax rate and the zero benefit recorded by the Company is due to the
Company  providing  a  100% valuation allowance against any deferred tax assets.

     At  December  31,  2000,  the  Company  had  net  operating  loss  ("NOL")
carryforwards for Federal income tax purposes totaling approximately $1,153,000.
The Tax Reform Act of 1986 includes provisions which may limit the net operating
loss carry forwards available for use in any given year if certain events occur,
including  significant  changes  in  stock  ownership.

                                      F-9
<PAGE>

NOTE  5.   CONTINGENCIES:

     The  Company may be subject to a limited number of claims and actions which
arise  in the ordinary course of business.  The litigation process is inherently
uncertain,  and  it  is  possible  that  the  resolution of any of the Company's
existing  and future litigation may adversely affect the Company.  Management is
unaware  of any matters that may have material impact on the Company's financial
position,  results  of  operations  or  cash  flows.

NOTE  6.   STOCKHOLDERS'  EQUITY:

     In  April  1999,  the Company issued 3,500,000 shares of common stock to an
unrelated  third  party  in  exchange  for  $245,000.

     On  April  18,  2000,  the Company issued 400,000 shares of common stock in
accordance  with  the  Plan  of  Reorganization  described  in  Note  1  above.


     Between March 31 and December 31, 2000, the Company issued 4,671,429 shares
of  common  stock  resulting  from  the  conversion  of  $75,000  in debentures.

NOTE  7.   RELATED  PARTY  TRANSACTIONS:

     On  March  25,  2000,  the  Company assumed a debenture payable from Embryo
Capital Group, Inc., which owns 11,900,000 shares of the Company's common stock.
In  exchange  for  this  assumption,  the  Company received all of the contracts
pending  from  Embryo  Capital Group, Inc., and recorded goodwill of $528,000 on
the transaction. Through December 31, 2000 these contracts had not generated any
income  and,  in  management's  opinion,  were  not likely to generate income in
future  periods.  The  contracts  were  considered permanently impaired and were
written  off  during  the  third  quater.

     The  Company pays a management fee to a shareholder/director for management
services.  During  the  years ended December 31, 2000 and 1999, the Company paid
$31,000  and  $24,000,  respectively,  for  management  services.

NOTE  8.   SUBSEQUENT  EVENTS

     On  June  7,  2001, the Company entered into a Stock Purchase Agreement and
Addendum  thereto  (the  "Purchase  Agreement"),  with  Hundred  Mile Plus, Ltd.
("HMP"),  a  California  corporation, Embryo Capital Group, Inc., and Mr. Shmuel
Shneibalg,  which resulted in a restructuring of the Company's management, Board
of  Directors,  and ownership. Under the terms of the Purchase Agreement, Embryo
Capital  Group  and  Mr. Shneibalg (the "Sellers") sold 11,900,000 shares of the
Company's  common stock, representing at the time 55.11% of the Company's issued
and outstanding common stock, to HMP.   As consideration for the purchase of the
shares,  HMP  paid the sum of $25,000 to Sellers and agreed to issue to Sellers,
within  a  one-year period, stock equal to 2% of the outstanding common stock on
the  date  of issuance.  In accordance with the Purchase Agreement, the Board of
Directors  received  the  resignation  of  its  sole  board  member,  Mr. Shmuel
Shneilbalg.

     At  a  shareholder  meeting  held  on  September 19, 2001, the shareholders
elected  a  new  Board  of Directors, as provided in the Purchase Agreement, and
agreed  to amend the Articles of Incorporation to change the name of the Company
to  Hundred Mile Plus, Ltd.   The Articles of Incorporation were also amended to
increase  the  number  of  authorized  shares of common stock to 500,000,000, to
authorize  10,000,000  shares  of preferred stock ($0.001 par value) and to give
the  Board  of  Directors  broad  powers  in issuing, determining voting powers,
preferences  and  participation  of  such  preferred  shares.

     On  December  11,  2001,  the Board of Directors determined that it was not
financially  feasible  for the Company to continue to pursue its development and
marketing  of  the  Hundred  Mile  Plus  product.  The  Company  is currently in
negotiations  with  Wave  Technology  to  terminate  the  agreement.

     Since  the  Company was a non-operating company at the time of the Purchase
Agreement  with HMP, whose operations commenced subsequent to the closing of the
Purchase  Agreement,  the  Company determined not to include pro-forma financial
statements  reflecting  the  purchase  in  periods  prior  to  the  closing.

                                      F-10
<PAGE>