SEC File No.  0-32131

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


FORM 10-KSB

Annual report under section 13 or 15(d) of the  Securities  Exchange Act of 1934
for the fiscal year ended December 31, 2000.

Commission file number: 0-32131

TILLMAN INTERNATIONAL, INC.
(Name of Small business Issuer in its charter)

UTAH

State or other jurisdiction of Incorporation or organization.

87-0429950
I.R.S. Employer Identification No.

350 South 400 East, No. 105
Salt Lake City, Utah 84111
(Address of principal executive offices)(Zip code)

Issuer's telephone number: (801)532-6202

Securities registered under Section 12(b) of the Act: None.
Name of Each exchange on which registered: None.
Securities registered under Section 12 (g) of the Act:
Common Stock  (Title of class).

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days. Yes _____
No X .

The  aggregate  market value of the voting stock held by non-  affiliates  as of
December 31, 2000, was nil.

                                       1
<PAGE>

Issuer involved in bankruptcy proceedings during past five years.
N/A.

The number of shares issued and  outstanding as of February 16, 2001, was common
stock, 1,557,500.

DOCUMENTS INCORPORATED BY REFERENCE.
Any documents  incorporated  by reference in this report is stated in Item 13 of
this report.

Transitional Small Business Disclosure Format.  Yes     No  X
                                                   -----  -----

                                     PART I

Item 1. Description of Business.

  Tillman  International,  Inc.  (the  "Company")  was organized on November 21,
1985,  under the laws of the State of Utah,  having  the  purpose  of any lawful
business.  Initially, the Company had authorized capital of 50,000,000 shares of
common  stock,  par value of $.001 per share.  In  approximately  March 1986 the
Company  sold  5,000,000  shares  of its  common  stock at $.02 per  share in an
offering pursuant to Rule 504 and Section 3(b) of the Securities Act of 1933 and
which offering was registered with the Utah Division of Securities.  The Company
realized  net  proceeds of  approximately  $78,000.  The  Company  invested in a
miniature car race track in Las Vegas,  Nevada,  which venture was unsuccessful.
Formerly the Company was known as Sabre, Inc., and on October 2, 2000,  restated
its articles of incorporation changing its name to Tillman International,  Inc.,
and providing for authorized  capital of 40,000,000  shares of common stock, par
value of $.001 per share.

  The Company  voluntarily filed a registration  statement on Form 10-SB to make
information concerning itself more readily available to the public and to become
eligible  for listing on the OTCEBB  sponsored by the  National  Association  of
Securities  Dealers,  Inc.  Management  believes that being a reporting  company
under the Exchange Act will  enhance the  Company's  efforts to acquire or merge
with an operating business.

  The  Company  is  obligated  to file  certain  interim  and  periodic  reports
including an annual report with audited financial statements.

  Any company that is merged into or acquired by the Company will become subject
to  the  same  reporting  requirements  as the  Company.  Thus,  if the  Company
successfully completes an acquisition or

                                       2
<PAGE>

merger, that company must have audited financial statements for at least the two
most recent fiscal  years,  or if the company has been in business for less than
two years, audited financial  statements must be available from inception.  This
requirement limits the Company's possible acquisitions or merger because private
companies  either do not have  audited  financial  statements  or are  unable to
produce audited statement without delay and expense.

  The Company's  principal offices are located at the office of its president at
350 South 400 East,  Suite  105,  Salt Lake City,  Utah 84111 and its  telephone
number is (801)532-6200.

Company's Business

  The Company has no recent operating  history.  No  representation is made, and
none is intended,  that the Company has the ability to carry on future  business
activities  successfully.  Further,  there is no assurance that the Company will
have the opportunity to merge with or acquire an operating business,  a business
opportunity or assets that will be of material value to the Company.

  Management  intends  to  investigate,  research  and,  if it is  deemed  to be
advisable,   acquire  or  merge  with  one  or  more   businesses   or  business
opportunities.  Presently the Company has no commitment or arrangement,  written
or oral,  to  participate  in any business  opportunity  and  management  cannot
predict  the  nature  or type of any  possible  future  acquisition  or  merger.
Management  has broad  discretion  in its  search for and  negotiation  with any
potential business or business opportunity.

Sources

  Management  intends to use  various  sources and  resources  in the search for
potential  business  opportunities  including,  but not limited to the Company's
officers and directors members of the financial community, and consultants.  The
Company  presently  has no intention of hiring a consultant or  consultants  but
reserves the right to do so if deemed  advisable.  Because of the Company's lack
of  resources  the Company  will be unable to retain for a fee any  professional
firms specializing in business acquisitions and reorganizations. Most likely the
Company will have to rely on outside sources,  not otherwise associated with the
Company,  that will accept  compensation  only upon a successful  acquisition or
merger.

                                       3
<PAGE>

  The  Company  will not limit its search to any  specific  industry  or type of
business.  The Company  may  investigate  and  acquire a venture  that is in its
preliminary or development  stage, is already in operation,  or in various stage
of its corporate existence or development. Management is unable to determine the
status  or  nature  of any  venture  in which the  Company  may  participate.  A
potential venture may need additional  capital or equity or may merely desire to
have its shares publicly  traded.  Mostly likely the acquisition or merger would
involve an operating  business  desiring to have a public trading market for its
shares.  Management  believes that the Company could provide such an opportunity
for a private operating  business to become a publicly held corporation  without
the time and expense typically associated with an initial public offering.

Process of Evaluation

  Once a possible  merger or acquisition  has been  identified,  management will
seek to determine  if a merger or  acquisition  should be made or if  additional
investigation  is  needed.  This  determination  will be based  on  management's
knowledge and experience, in evaluating the preliminary information available to
them. Management may also engage other to assist in the analysis of the business
opportunities. Because of the Company's lack of resources it is unlikely it will
have funds for a complete and exhaustive  investigation  and  evaluation.  It is
unlikely that the Company will receive a fairness opinion regarding any business
opportunities.

  In the evaluation consideration will be given to several factors including but
not limited to potential benefits to the Company,  working capital requirements,
operating history, competition present and anticipated, future growth prospects,
stage of development or exploration,  future funding  requirements,  management,
profit   potential   and  other   factors   deemed   relevant  to  the  specific
circumstances.

  All  potential  risks  cannot be  identified  because  the Company has not yet
identified any specific business opportunity. No assurance can be given that any
acquisition or merger will be successful or even develop into a going concern or
if  the  business  is  already  operating,   that  it  will  continue  operating
successfully or at a profit. Many potential business  opportunities  involve new
and untested products, processes or market strategies which may fail.

                                       4
<PAGE>

Potential Acquisition or Merger Structure

  The Company is unable to determine the manner in which it may  participate  or
be a part of a business  opportunity.  Each  opportunity  will be reviewed,  and
based upon that review,  a suitable legal  structure or method of acquisition or
merger will be  determined.  The manner in which the Company  participates  will
depend upon the nature of that opportunity,  the respective  needs,  objectives,
and goals of each party and the relative negotiating strength.  Participation in
a business  opportunity may take the form of an asset purchase,  stock purchase,
reorganization,  merger or consolidation,  joint venture,  license agreement, or
partnership.   The  Company   does  not  intend  to   participate   in  business
opportunities through the purchase of minority stock positions.  The Company may
act directly or indirectly through an interest in a partnership,  corporation or
other form of business organization.

  With limited assets and no recent operating  history it is anticipated that if
the Company  successfully  enters into a transaction with an operating  business
opportunity  existing  shareholders will experience  substantial  dilution and a
probable  change in  control  of the  Company.  Most  likely,  the owners of the
business  opportunity  will acquire  control of the Company in the  transaction.
Management  has not set any guideline as to the amount of control it would offer
to prospective business opportunities.  Management will attempt to negotiate the
best possible agreement for the benefit of the Company's shareholders.

Risk Factors.

  The Company's endeavors are subject to substantial risks. The risks associated
with a potential acquisition have been discussed.  In addition,  the Company has
no assets and no sources of  revenues.  The Company  will not have any  revenues
until it makes an acquisition.  No assurance is given that any acquisition  will
result in revenues or profits for the Company.

  Uncertain Structure of any Future Acquisition. Any future acquisition could be
a merger,  exchange of stock, or purchase of assets including  patents,  royalty
interests,  licenses or franchises.  Great  uncertainty  exists about any future
acquisitions  or transaction  involving the Company and another entity or person
or persons.

  Penny Stock Risks. The Company's common stock may be considered to be a "penny
stock" as that term is defined in the Federal  Regulations,  Section 240.3a51-1.
Penny stocks have a price of less than $5.00,  are not traded on a  "recognized"
national  exchange,  their  prices are not  quoted on NASDAQ,  or is issued by a
Company that has less than net tangible  asset of  $2,000,000  if the issuer has
been in  continuous  operation  for more than three  years or  $5,000,000  if in
continuous operation for less than three years, or with average revenues of less
than $6,000,000 for the past three years.

                                       5
<PAGE>

   For the  Company's  shares no public market has existed in the past ten years
or longer.  Any trading of the Company's  shares in the near term will be on the
electronic  bulletin  board of the NASD or in the over the counter market on the
"pink sheets" provided by the National  Quotations Bureau.  Section 15g-2 of the
regulations  under the  Securities  Exchange Act of 1934 require  broker-dealers
transacting  trades  in  penny  stock  to  provide  potential  investors  with a
disclosure  statement  detailing  the risks of  investing in penny stocks and to
have  the  investor  sign a  receipt  of the  disclosure  statement  before  any
transactions  may occur in the investor's  account.  Also,  broker-dealers  must
approve the account of an investor  purchasing penny stocks. No assurance can be
given that after the Company  makes any  acquisition  its shares of common stock
may still be deemed to be a penny stock

Government Regulation.

  The  Company's  business  activities  are  subject  to  general   governmental
regulations.  In addition,  the Company is obligated to file periodic reports as
required by the  Securities  Exchange Act of 1934. The Company is deemed to be a
"small business  issuer" as that term is defined in Regulation SB adopted by the
Securities and Exchange  Commission.  A "Small Business Issuer" is defined as an
issuer that has revenues of less than $25 million; is a U.S. or Canadian issuer,
is not an investment company, and if a majority-owned  subsidiary, the parent is
also a small  business  issuer;  provided,  however,  an  entity  is not a small
business  issuer if it has a public  float (the  aggregate  market  value of the
issuer's securities held by non-affiliates) of $25 million or more.

Principal Products or Services.

  None.

Competition

  The Company faces  competition  from numerous other companies that are seeking
an  acquisition  and  business   opportunity.   Some  of  these  companies  have
significant  liquid  assets which may provide a  competitive  advantage to those
companies.  No assurance can be given that the Company will  successfully find a
suitable acquisition.

                                       6
<PAGE>

Facilities, Equipment and Employees

  The Company's  offices are located at the office of its president in Salt Lake
City, Utah. The Company has no employees.

Research and Development, Patents, Trademarks, Licenses,
Franchises, Concessions, Royalty Agreements or Labor Contracts.

  The Company has no research and development, no patents, trademarks, licenses,
franchises,  concessions,  royalty  agreements,  nor labor  contracts.

Need for Governmental Approval of Principal Products or Services.

  None.

Inflation.

  The Company believes that inflation has little impact on its business affairs.

Item 2.  Description of Property.

  None.

Item 3. Legal Proceedings.

  None.

Item 4. Submission of Matters to a Vote of Security Holders.

  During the fourth  quarter on  September  20,  2000,  the  Company's  security
holders took action  without a shareholder  meeting as to the adoption of a plan
of quasi  reorganization,  a  reverse  split on the  basis of one  share for ten
shares,  adoption of Restated  Articles of  Incorporation,  and the  adoption of
Bylaws. The Company solicited no proxies.  All matters were adopted by 8,000,000
votes.

Part II.
Item 5. Market for Common Equity and Related Stock Matters.

  There is no public trading market for the Company's common equity.  During the
period  covered by this report the Company made no sale or other  disposition of
its shares of common stock. The Company has approximately 190 shareholders.

                                       7
<PAGE>

  The Company will attempt to be listed on the Electronic  Bulletin Board of the
National  Association of Securities Dealers,  Inc., or other listing medium. The
application will consist of current corporate information,  financial statements
and other  documents as required by Rule 15c2-11 of the Securities  Exchange Act
of 1934, as amended and by the NASD. It is anticipated that a listing on the OTC
Electronic  Bulletin Board will permit price quotations for the Company's shares
to be published  by such service and any trades that may occur.  If and when the
Company's  shares are listed the share  prices may be  volatile  and  subject to
broad price movements.

  Further,  the Company's equity shares are subject to the provisions of Section
15(g) and Rule 15g-9 of the Securities  Exchange Act of 1934  ("Exchange  Act"),
commonly  referred to as the "Penny Stock" rule.  Section  15(g) states  certain
requirements for transactions in penny stocks and Rule 15g- 9(d)(1) incorporates
the definition of penny stock as used in Rule 3a51-1 of the Exchange Act.

  Generally  a penny stock is defined as any equity  security  that has a market
price of less than $5.00 per share, subject to certain limited exceptions.  Rule
3a51-1  provides  that any equity  security  is  considered  to be a penny stock
unless that security is registered and traded on a national  securities exchange
meeting certain criteria set by the Commission;  authorized for quotation on The
NASDAQ Stock Market;  issued by a registered  investment company;  excluded from
the  definition on the basis of price (at least $5.00 per share) or the issuer's
net tangible  assets;  or exempted from the definition by the  Commission.  Once
shares  are deemed to be a penny  stock,  trading  in the  shares  then  becomes
subject to additional rules relating to sales practices for  broker-dealers  who
sell penny stocks to persons other than  established  customers  and  accredited
investors.  An accredited  investor has assets in excess of $1,000,000 or annual
income exceeding $200,000, or with spouse annual income of $300,000.

  For transactions  covered by these rules,  broker-dealers  must make a special
suitability  determination  for the  purchase of such  securities  and must have
received  prior  to  the  purchase  the  purchaser's  written  consent  for  the
transaction.  Additionally,  for any transaction involving a penny stock, unless
exempt, he rules require the delivery of a risk disclosure  document relating to
the penny stock market prior to the first transaction. A broker-dealer must also
disclose the commissions  payable to both the  broker-dealer  and the registered
representative,  and  current  quotations  for the  security.  Finally,  monthly
statements must be sent disclosing recent price information for the penny stocks
held in the account and information on the limited market in penny stocks. These
rules may restrict the ability of broker-  dealers to trade and/or  maintain the
Company's  common stock and may affect the ability of shareholders to sell their
shares.

                                       8
<PAGE>

Dividend Policy

  The Company has not declared nor paid cash dividends nor made distributions in
the past.  The Company does not  anticipate  that it will pay cash  dividends or
make distributions in the foreseeable future.

Item 6. Management's Discussion and Analysis of Plan of Operation

The following  information  should be read in conjunction  with the consolidated
financial statements and notes thereto appearing elsewhere in the Form 10-KSB.

  The  Company  is a  development  stage  company  as  it  has  limited  assets,
operations  and  income.  It is believed  that for the next  twelve  months only
limited  capital will be required to maintain the Company's  operations  and any
such funds needed will be loaned by the  officers and  directors of the Company.
These expenses will pertain to the Company  maintaining  itself as an entity and
filing appropriate  reports with the Securities and Exchange  Commission.  It is
anticipated  that any loans will not exceed $20,000 and will be on terms no less
favorable  than the Company could obtain in an arms length  transaction.  If the
Company  is able to  accomplish  an  acquisition  or  merger  with an  operating
business or is able to obtain significant financing its ability to continue as a
going concern may be in doubt.

  Management believes that inflation has not and will not have a material effect
on  the  Company's  operations.  When  the  Company  accomplishes  a  merger  or
acquisition  management  will  evaluate  the  possible  effects of  inflation on
operations and its business.

Plan of Operation

  During the twelve  months  the  Company  will  investigate  possible  business
opportunities  with the intent to  acquire  or merge  with one or more  business
ventures.  Generally  management will follow the procedures  discussed in Item 1
above.  Because the Company has no funds,  it may be necessary  for the officers
and  directors  to  advance  funds  or  accrue  expenses  until a  future  time.
Management  intends to operate on limited  funds.  If the Company  determines to
employ outside advisers or consultants in its search for business opportunities,

                                       9
<PAGE>

the Company may have to attempt to raise  additional  funds. As of this date the
Company has no plans to engage outside  advisers or consultants or to attempt to
raise additional capital. If the Company seeks to raise capital,  most likely it
would attempt a private  placement of its  securities.  Because of the Company's
current status, a public sale of securities or borrowing from commercial sources
are  unlikely.  As of December 31, 2000,  the Company had no current  assets and
current liabilities of $1,400.

  For the year ended  December 31, 2000,  and for the period ended  December 31,
1999,  there were no revenues and  expenses  were $100 with a net loss of $(100)
and for the calendar year ended  December 31, 2000,  the Company had no revenues
and expenses of $1,300 with a net loss of $(1,300).

Recent Accounting Pronouncements

  The Financial  Accounting  Standards  Board has issued  Statement of Financial
Accounting  Standard  ("SFAS")  No. 128,  "earning  Per Share" and  Statement of
Financial  Accounting  Standards No. 129  "Disclosures  of Information  About an
Entity's  Capital  Structure."  SFAS No.  128  provides  a  different  method of
calculating  earnings  per  share  than is  currently  used in  accordance  with
Accounting  Principles  Board  Opinion No. 15 "Earnings Per Share." SFAS no. 128
provides for the calculation of "Basic" and Dilutive"  earnings per share. Basic
earnings per share includes no dilution is computed by dividing income available
to  common  shareholders  by  the  weighted  average  number  of  common  shares
outstanding  for the period.  Diluted  earnings per share reflects the potential
dilution of securities that could share in the earnings of an entity, similar to
fully  diluted  earnings  per share.  SFAS No.  129  establishes  standards  for
disclosing information about an entity's capital structure. SFAS No. 128 and No.
129 are  effective  for  financial  statements  issued for periods  ending after
December 15, 1997.

                                       10
<PAGE>

The  Financial  Accounting  Standards  Board  has  also  issued  SFAS  No.  130,
"Reporting  Comprehensive  Income" and SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related  Information."  SFAS No. 130 establishes  standards
for  reporting  and  displaying   comprehensive   income,   its  components  and
accumulated balances.  Comprehensive income is defined to include all changes in
equity except those resulting from  investments by owners and  distributions  to
owners.  Among other disclosures,  SFAS No. 130 requires that all items that are
required to be recognized  under current  accounting  standards as components of
comprehensive income be reported in a financial statement that displays with the
same prominence as other financial statements.

  SFAS No. 131  supersedes  SFAS No. 14  "Financial  Reporting for segments of a
Business  Enterprise." SFAS No. 131 establishes standards on the way that public
companies  report  financial  information  about  operating  segments  in annual
financial  statements  and  requires  reporting  of selected  information  about
operating segments in interim financial statements issued to the public. It also
establishes standards for disclosure regarding products and services, geographic
areas and major customers. SFAS No. 131 defines operating segments as components
of a company about which  separate  financial  information  is available that is
evaluated  regularly by the chief  operating  decision  maker in deciding how to
allocate resources and in assessing performance.

  SFAS Nos.  130 and 131 are  effective  for  financial  statements  for  period
beginning  after  December 15, 1997 and  requires  comparative  information  for
earlier  years to be restated.  Because of the recent  issuance of the standard,
management  has been unable to fully  evaluate the impact,  if any, the standard
may have on future financial  statement  disclosures.  Results of operations and
financial  position,  however,  will  be  unaffected  by  implementation  of the
standard.

Inflation

  In the opinion of management,  inflation has not had a material  effect on the
operations of the Company.

Year 2000 Issues

  Because of the limited nature of the Company's operations, it is believed that
the Year 2000  issues  will not affect the  Company.  The  Company  incurred  no
expenses regarding compliance with any Year 2000 issues.

Item 7. Financial Statements.

  Financial statements for the years ended December 31, 2000, and 1999.

                                       11
<PAGE>

                           Tillman International, Inc.
                             (formerly Sabre, Inc.)
                              Financial Statements

                                December 31, 2000

                                       F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


Stockholders and Directors
Tillman International (formerly Sabre, Inc.)
Salt Lake City, Utah

         We have audited the accompanying balance sheet of Tillman International
(formerly  Sabre,  Inc.)(a  Utah  Corporation)  as of December  31, 2000 and the
related statements of operations,  stockholders'  equity, and cash flows for the
year then  ended.  These  financial  statements  are the  responsibility  of the
company's  management.  Our  responsibility  is to express  and opinion on these
financial statements 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
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly,   in  all  material   respects,   the  financial   position  of  Tillman
International  (formerly  Sabre,  Inc.) at December 31, 2000, and the results of
its  operations  and cash  flows  for the year  then  ended in  conformity  with
generally accepted accounting principles.

         The accompanying  financial statements have been prepared assuming that
the  Company  will  continue as a going  concern.  As  discussed  in Note 8, the
Company's   recurring  operating  losses  and  lack  of  working  capital  raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to those  matters are also  described  in Note 8. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


Crouch, Bierwolf & Associates


Salt Lake City, UT
January 12, 2001

                                       F-2
<PAGE>

                           Tillman International, Inc.
                             (formerly Sabre, Inc.)
                                  Balance Sheet

                                     ASSETS

                                                                    December 31,
                                                                        2000
                                                                    ------------
CURRENT ASSETS                                                      $       --

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

     Taxes payable                                                          200
     Notes payable - related party (Note 7)                               1,200
                                                                    ------------

     Total Current Liabilities                                            1,400

STOCKHOLDERS' EQUITY

     Common Stock 40,000,000 shares
        authorized at $.001 par value;
        1,557,500 shares issued and outstanding                           1,557
     Capital in Excess of Par Value                                      (1,657)
     Deficit accumulated during development stage,
        since December 31, 1999 (Note 5)                                 (1,300)
                                                                    ------------

     Total Stockholders' Equity                                          (1,400)
                                                                    ------------

                                                                    $       --
                                                                    ============


     The accompany notes are an integral part of these financial statements


                                       F-3
<PAGE>

                           Tillman International, Inc.
                             (formerly Sabre, Inc.)
                            Statements of Operations

                                        For the Year         For the Year
                                           Ended                Ended
                                         December 31,         December 31,
                                           2000                  1999
                                      ----------------     ----------------

REVENUE                               $          --        $          --


EXPENSES

         General and Administrative             1,200                 --
                                      ----------------     ----------------

         Total Expenses                         1,200                 --

NET INCOME (LOSS) - Before Taxes                 --                   --

         Taxes (Note 2)                           100                  100

INCOME (LOSS)                         $        (1,300)     $          (100)

Loss Per Common Share (Note 1)        $          --        $          (.07)
                                      ================     ================
Average Outstanding Shares (Note 1)         1,490,833                1,457
                                      ================     ================



     The accompany notes are an integral part of these financial statements

                                       F-4
<PAGE>

                           Tillman International, Inc.
                             (formerly Sabre, Inc.)
                       Statements of Stockholders' Equity
                From December 31, 1998 through December 31, 2000

<TABLE>
<CAPTION>

                                                                              Capital in
                                           Common             Common           Excess of        Accumulated
                                           Shares              Stock           Par Value           Deficit
                                      ----------------   ----------------   ----------------   ----------------
<S>                                   <C>                <C>                <C>                <C>

Balance at December 31, 1998                1,457,500    $         1,457    $       107,843    $      (116,500)

Shares issued for relief of debt
   for $.07 (Note 6)                          100,000                100              7,100               --

Net loss for December 31, 1999                   --                 --                 --                 (100)

Quasi Reorganization (Note 5)                    --                 --             (116,600)           116,600
                                      ----------------   ----------------   ----------------   ----------------

Balance at December 31, 1999                1,557,500              1,557             (1,657)             --

Net loss for the Year                            --                 --                 --               (1,300)
                                      ----------------   ----------------   ----------------   ----------------

Balance at December 31, 2000                1,575,500    $         1,557    $        (1,657)   $        (1,300)
                                      ================   ================   ================   ================
</TABLE>




     The accompany notes are an integral part of these financial statements

                                       F-5
<PAGE>

                           Tillman International, Inc.
                             (formerly Sabre, Inc.)
                            Statements of Cash Flows

                                              For the Year     For the Year
                                                 Ended            Ended
                                               December 31,     December 31,
                                                  2000             1999
                                             --------------   --------------

CASH FLOWS FROM
  OPERATING ACTIVITIES

      Net Income (Loss)                      $      (1,300)   $        (100)
      Increase (Decrease)
       in Accounts Payable/Interest Payable          1,300              100
                                             --------------   --------------
                                                       --               --

CASH FLOWS FROM
      INVESTING ACTIVITIES                             --               --

CASH FLOWS FROM
      FINANCING ACTIVITIES

         Issuance of Common Stock for Cash             --               --
         Issuance of Note Payable for Cash             --               --
                                             --------------   --------------
                                                       --               --

INCREASE (DECREASE) IN CASH

      AND CASH EQUIVALENTS                             --               --
      --------------------

CASH AND CASH EQUIVALENTS
      AT THE BEGINNING OF PERIOD                       --               --

CASH AND CASH EQUIVALENTS

      AT END OF PERIOD                        $        --      $        --

CASH PAID DURING THE PERIOD FOR:

         Interest                            $         --     $         --
         Income Taxes                        $         --     $         --



     The accompany notes are an integral part of these financial statements

                                       F-6
<PAGE>

                           Tillman International, Inc.
                             (formerly Sabre, Inc.)
                        Notes to the Financial Statements
                                December 31, 2000

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

      Organization  and  Business  -  Sabre,   Inc.  (the  "Registrant"  or  the
      "Company") was  incorporated in Utah on November 21, 1985, as Sabre,  Inc.
      for the purpose of seeking and consummating a merger or acquisition with a
      business entity organized as a private corporation,  partnership,  or sole
      proprietorship.

      Earnings  (Loss) Per Share The computation of earnings per share of common
      stock is based on the weighted average number of shares outstanding at the
      date of the financial statements.

NOTE 2 -INCOME TAXES

      The Company adopted  Statement of Financial  Standards No. 109 "Accounting
      for Income  taxes" in the  fiscal  year ended  December  31,  2000 and was
      applied retroactively.

      Statement  of Financial  Accounting  Standards  No. 109 "  Accounting  for
      Income  Taxes"  requires an asset and  liability  approach  for  financial
      accounting   and  reporting  for  income  tax  purposes.   This  statement
      recognizes  (a) the amount of taxes payable or refundable  for the current
      year  and  (b)  deferred  tax   liabilities  and  assets  for  future  tax
      consequences  of  events  that  have  been  recognized  in  the  financial
      statements or tax returns.

      Deferred income taxes result from temporary differences in the recognition
      of accounting transactions for tax and financial reporting purposes. There
      were no  temporary  differences  at December  31, 2000 and earlier  years;
      accordingly,  no deferred tax  liabilities  have been  recognized  for all
      years.

      The  Company  has   cumulative  net  operating   loss   carryforwards   of
      approximately  $100,000 at December 31, 2000.  No effect has been shown in
      the financial  statements for the net operating loss  carryforwards as the
      likelihood   of  future  tax  benefit   from  such  net   operating   loss
      carryforwards is not presently  determinable.  Accordingly,  the potential
      tax benefits of the net operating loss carryforwards, estimated based upon
      current  tax rates at  December  31,  2000 have been  offset by  valuation
      reserves of the same amount.

      The Company has available  approximately  $100,000 in net  operating  loss
      carryforwards that will begin to expire in the year 2005.

NOTE 3 - USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

      The  preparation  of financial  statements  in conformity  with  generally
      accepted  accounting  principles requires management to make estimates and
      assumptions  that  affect  reported  amounts  of assets  and  liabilities,
      disclosure  of  contingent  assets  and  liabilities  at the  date  of the
      financial  statements  and  revenues  and  expenses  during the  reporting
      period. In these financial  statements,  assets,  liabilities and earnings
      involve extensive reliance on management's estimates. Actual results could
      differ from those estimates.


     The accompany notes are an integral part of these financial statements

                                       F-7
<PAGE>

                           Tillman International, Inc.
                             (formerly Sabre, Inc.)
                        Notes to the Financial Statements
                                December 31, 2000


NOTE 4 - REVERSE STOCK SPLIT/RECAPITALIZATION

      During the year ended December 31, 1999, the Board of Directors authorized
      a 10 for 1 reverse split.

NOTE 5 - QUASI REORGANIZATION

      On  September  19,  2000,  the  Stockholders  of the Company  approved the
      following plan of informal quasi reorganization:

      (1) The  accumulated  deficit  of  December  31,  1999 is  charged  off to
      additional paid in capital.

      This  transaction  resulted in the  elimination of $116,600 of accumulated
      deficit at the date of reorganization and a decrease in additional paid in
      capital of $116,600 .

         The following schedule summarizes the changes in retained earnings:

                    Balance 1999 (pre quasi)                 $     (116,600)
                    Quasi reorganization                            116,600
                                                             ----------------
                    Balance December 31, 1999 (restated)     $         --
                                                             ================

NOTE 6 - COMMON STOCK

      On March  11,  1999  the  Company  issued  100,000  shares  in  relief  of
      indebtedness at a value of $.07 per share.

NOTE 7 - NOTES PAYABLE - RELATED PARTY

      The  Company  issued  a  promissory  note to the  Company's  President  in
      compensation  for paying  transfer  agent fees.  The amount of the note is
      $1,200. The unsecured note carries no interest rate and is due on demand.

NOTE 8 - GOING CONCERN

      The Company's  financial  statements are prepared using generally accepted
      accounting principles applicable to a going concern which contemplates the
      realization of assets and  liquidation of liabilities in the normal course
      of business.  Currently, the Company has no cash or other material assets,
      nor does it have an established source of revenues sufficient to cover any
      anticipated operating costs to allow it to continue as a going concern. It
      is the intent of the Company to find  additional  capital funding and/or a
      profitable business venture to acquire or merge.



     The accompany notes are an integral part of these financial statements

                                       F-8
<PAGE>

Item 8. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure.

  None.

Part III.

Item 9. Directors, Executive Officers, Promoters, and Control
Persons

  The executive officers and directors of the Company are as follows:

         Name, Age and Office
         --------------------
         Wallace Boyack, 59, Director, President, and Chief Financial
         Officer.
         350 South 400 East, No. 105
         Salt Lake City, Utah 84111

         Thomas Harkness, 56, Director and Secretary.
         40 South 600 East
         Salt Lake City, Utah 84102

         Jacki Bartholomew, 39, Director
         350 South 400 East, No. 105
         Salt Lake City, Utah 84111

  The following are biographical summaries of the experience of the officers and
directors of the Company and control persons.

  Wallace T. Boyack,  age 59,  graduated  from the University of Utah College of
Business  receiving in 1966, a Bachelor's  Degree in Accounting  and a Master of
Business Administration, and was graduated from Georgetown University Law Center
in 1971, holding a Juris Doctorate.  Since 1981, Mr. Boyack has been an attorney
in private  practice  as a lawyer.  Mr.  Boyack is an officer  and a director of
Lance Systems,  Inc., a company with public shareholders.  Mr. Boyack holds more
than ten per cent of the issued and  outstanding  shares of Global Web,  Inc., a
company which has a trading market for its shares of common equity.

  Thomas  L.  Harkness,  age 56,  was  graduated  from  the  University  of Utah
receiving a bachelor's  degree in accounting in 1968. Mr Harkness is licensed as
a certified  public  accountant.  Since 1981 Mr.  Harkness  has been  engaged in
private practice as an accountant.  Mr. Harkness is an officer and a director of
Lance Systems, Inc., a company with public shareholders.

                                       12
<PAGE>

  Jacki  Bartholomew,  age 39,  graduated from the University of Phoenix in 1998
receiving a bachelor's degree in business  management.  For the past five years,
Ms.  Bartholomew  has been  employed  as a  product  specialist  and an  account
executive with  companies  providing  software to the health care industry.  Ms.
Bartholomew also provides training and assistance to data processing  personnel.
Ms.  Bartholomew  is a director of Lance  Systems,  Inc.,  a company with public
shareholders.

  The Company's president may be deemed a "promoter" of the Company as that term
is defined in the Securities Act of 1933, as amended.

  All directors  hold office until the next annual meeting of  stockholders  and
until  their  successors  have been duly  elected  and  qualified.  There are no
agreements with respect to the election of directors.  The Company does not have
any standing committees.

  None of the  officers  or  directors  of the  Company has during the past five
years,   been  involved  in  any  events  (such  as  petitions  in   bankruptcy,
receivership or insolvency,  criminal  convictions,  or proceedings  relating to
securities violations).

Officer Remuneration

  As of December  31, 2000,  the Company had no  employment  contracts  with any
officers or directors. No one was paid a salary and received compensation in any
form of $60,000 or more in any year since operations began.

Officer and Director Compensation

  The Company's  directors  are not  compensated  for attending  meetings of the
Board of Directors.  In the future the directors  may be  compensated  for their
services.  No  decision  has  been  made as to the  manner  or  type  of  future
compensation.

Section 16(a) Beneficial Ownership Reporting Compliance

  All reports required to be filed under Section 16(a) were timely filed.

Item 10. Executive Compensation

  During the year ended  December  31, 2000,  the Company  paid no  compensation
either as salary or benefits to any officer or director.  No cash  compensation,
deferred  compensation or long- term incentive  awards were issued or granted to
the Company's management during the year ended December 31, 2000.

                                       13
<PAGE>

  There are no arrangements for the  compensation  for services  provided by the
directors during the past calendar year.

Item 11. Security Ownership of Certain Beneficial Owners and
Management

Security Ownership of Certain Beneficial Owners.

  The  following  table sets  forth  information,  to the best of the  Company's
knowledge,  as of December  31,  2000,  with respect to each person known by the
Company to own  beneficially  more than 5% of the issued and outstanding  common
stock, each director and all directors and officers as a group.

Name and Address             Amount and Nature of           Percent
of Beneficial Owner          Beneficial Ownership         Of Class(1)

Wallace Boyack                            830,000             53
350 So. 400 East No.105
Salt Lake City, Utah 84111

David S. Jensen                           130,500              8
1567 Amblewood Lane
Salt Lake City, Utah 84117

Nevada Agency & Trust Co.                 100,000              7
1700 Coronet Drive
Reno, Nevada 89509

AstroStar, Inc.                            78,750              5
(Address unknown to Company)
                                       ----------          -------
                                        1,136,250             73


Security Ownership of Management

  Other than the shares of common  equity  owned by Wallace  Boyack  none of the
other  directors and officer own any shares of common  equity.  Accordingly  all
executive officers and directors as a group own 830,000 or 53% of the issued and
outstanding shares.

  (1) Based on 1,557,500  shares of common stock  outstanding as of December 31,
2000.

                                       14
<PAGE>

Item 12. Certain Relationships and Related Transactions.

  During year ended  December 31, 2000, the Company's  president  advanced funds
for the payment of corporate expenses in the amount of $1,200.

Item. 13 EXHIBITS

No.     Description

3(i)    Articles of Incorporation                Previously filed
 (ii)   Bylaws                                   Previously filed

27      Financial Data Summary

No reports on Form 8-K were filed during the last quarter of calendar year ended
December 31, 2000.

                                       15
<PAGE>

Signatures

  In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant caused this registration  statement to be signed on its behalf by
the undersigned, thereunto duly authorized.

                            TILLMAN INTERNATIONAL, INC.

                            Date: March 7, 2001.


                            By: /s/Wallace Boyack
                            -----------------------------------
                            Wallace Boyack, President and 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

                            By: /s/Wallace Boyack
                            ----------------------------------
                            Wallace Boyack, President and Director
                            Date: March 7, 2001.

                            By: /s/Thomas L. Harkness
                            -----------------------------------
                            Thomas L. Harkness, Secretary and Director
                            Date: March 7, 2001.

                                       16
<PAGE>