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, 2001.

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]


                                        1
<PAGE>

The  aggregate  market  value of the voting stock held by  non-affiliates  as of
December 31, 2001, was nil.

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

The number of shares issued and  outstanding as of March 28, 2002, was 1,557,500
shares of common stock.

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",  "we",  "us",  and  "our") was
organized on November 21, 1985, under the laws of the State of Utah,  having the
purpose  of any  lawful  business.  Initially,  we  had  authorized  capital  of
50,000,000   shares  of  common  stock,   par  value  of  $.001  per  share.  In
approximately  March 1986 we 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.  We realized net proceeds of approximately $78,000. We invested in a
miniature car race track in Las Vegas,  Nevada,  which venture was unsuccessful.
Formerly we were known as Sabre,  Inc.,  and on October 2, 2000, we restated our
articles of incorporation and changed our name to Tillman  International,  Inc.,
and provided for authorized  capital of 40,000,000  shares of common stock,  par
value of $.001 per share.

  We  voluntarily  filed  a  registration   statement  on  Form  10-SB  to  make
information  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
Securities  Exchange  Act of 1934  ("Exchange  Act") will enhance our efforts to
acquire or merge with an operating business.

  We are  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 us will become  subject to the
same  reporting  requirements  as  we.  Thus,  if we  successfully  complete  an
acquisition or merger,  that company must have audited financial  statements for
at  least  the two most  recent  fiscal  years,  or if the  company  has been in

                                        2
<PAGE>

business for less than two years, audited financial statements must be available
from  inception.  This  requirement  limits our possible  acquisitions or merger
because private companies either do not have audited financial statements or are
unable to have audited statement without delay and expense.

  Our 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.

Our Business

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

  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 we have 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 our officers and
directors members of the financial community, and consultants. We presently have
no plans to hire a consultant or consultants  but we reserve the right to do so.
Because  of we lack  resources,  we  will  be  unable  to  retain  for a fee any
professional firms specializing in business acquisitions and reorganizations. We
may rely on others, not otherwise associated with us that will be paid only upon
a successful acquisition or merger.

  We will not limit our search to any specific industry or type of business.  We
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 we may  participate.  A potential  venture may need  additional
capital  or equity or may  merely  desire to have its  shares  publicly  traded.
Mostly likely,  any  acquisition  or merger would be with an operating  business
desiring to have a public  trading  market for its shares.  Management  believes
that we provide 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.


                                        3
<PAGE>

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 have others  assist in the  analysis of the business
opportunities.  Because of our lack of  resources  it is  unlikely  it will have
funds for a complete and exhaustive investigation and evaluation. It is unlikely
that we will receive a fairness opinion regarding any business opportunities.

  In the  evaluation  several  factors  will be  considered,  including  but not
limited to,  potential  benefits,  present and future  profits,  working capital
requirements,  operating history,  present and anticipated  competition,  future
growth   prospects,   stage  of  development  or  exploration,   future  funding
requirements,  management,  and other  factors  deemed  relevant to the specific
circumstances. In its analysis management has discretion to give whatever weight
or consideration to these factors it deems appropriate.

  Potential  risks cannot be identified  because we have 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  profitable
enterprise or it will continue operating  successfully.  Many potential business
opportunities involve new and untested products,  processes or market strategies
which may fail.

Potential Acquisition or Merger Structure

  We are unable to determine the manner in which we 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 we participate 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.  We  will
participate  in business  opportunities  through the purchase of minority  stock
positions.  We  may  act  directly  or  indirectly  through  an  interest  in  a
partnership, corporation or other form of business organization.

  It is anticipated  that if we  successfully  enter into a transaction  with an
operating   business   opportunity,   existing   shareholders   will  experience
substantial  dilution and a probable change in control.  Most likely, the owners
of the business opportunity will acquire control of the Company.  Management has
not set  any  guidelines  as to the  amount  of  control  it  would  offer  to a
prospective business opportunity.


                                        4
<PAGE>

Risk Factors.

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

  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.  Uncertainty exists about any acquisitions or
opportunity involving another party.

  Penny Stock Risks.  Our common stock may be considered 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 are issued by a company with
net  tangible  assets  of  less  than  $2,000,000,  if the  issuer  has  been in
continuous operation for more than three years or $5,000,000,  if the issuer has
been in  continuous  operation  for less than  three  years,  or the  issuer has
average revenues of less than $6,000,000 for the past three years.

  Our shares  have not trade in the public  market for more than ten years.  Any
trading  of the our 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 Exchange  Act requires  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.  After we make any  acquisition,  most likely our shares of common
stock will still be classified as a "penny stock."

Government Regulation.

  Our business activities are subject to general  governmental  regulations.  In
addition,  we are obligated to file periodic reports as required by the Exchange
Act.  We are deemed to be a "small  business  issuer" as that term is defined in
Regulation  SB. 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.


                                        5
<PAGE>

Competition

  We face  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 we will successfully find a suitable acquisition.

Facilities, Equipment and Employees

  Our  offices  are  located at the office of its  president  in Salt Lake City,
Utah. We have no employees.

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

  We have  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.

  We believe that inflation has little impact on our business affairs.

Item 2. Description of Property.

  None.

Item 3. Legal Proceedings.

  None.

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

  None.

Part II.

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

  There is no public  trading  market for our common  equity.  During the period
covered  by this  report we made no sale or other  disposition  of our shares of
common stock. We have approximately 190 shareholders.

  We will attempt to be listed on the Electronic  Bulletin Board of the National
Association  of  Securities   Dealers,   Inc.,  or  other  listing  medium.  The


                                        6
<PAGE>

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 our shares to be
published by such service and any trades that may occur.  If and when our shares
are listed, share prices may be volatile and subject to broad price movements.

  Further,  our equity shares are subject to the provisions of Section 15(g) and
Rule 15g- 9 of the 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, the 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
our  common  stock and may  affect the  ability  of  shareholders  to sell their
shares.

Dividend Policy

  We have not declared nor paid cash  dividends  nor made  distributions  in the
past. We do not anticipate that we will pay cash dividends or make distributions
in the foreseeable future.


                                        7
<PAGE>

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.

  We are a development  stage company as we have limited assets,  operations and
income. It is believed that for the next twelve months only limited capital will
be required to maintain our  operations and any such funds needed will be loaned
by our officers and directors.  These expenses will pertain to maintaining us 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 we could obtain in an arms length  transaction.
If we are  unable to  accomplish  an  acquisition  or merger  with an  operating
business  or we are  unable to obtain  significant  financing,  our  ability  to
continue as a going concern is doubtful.

  Management believes that inflation has not and will not have a material effect
on our  operations.  If we are involved in a merger or  acquisition,  management
will evaluate the possible effects of inflation on operations and our business.

Plan of Operation

  During the twelve months we 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 we have 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 we employ  outside  advisers or consultants in its
search for business  opportunities,  we may have to attempt to raise  additional
funds.  As of  this  date we  have  no  plans  to  engage  outside  advisers  or
consultants  or to  attempt  to raise  additional  capital.  If we seek to raise
capital, most likely we would attempt a private placement of our securities. Our
current  status makes a public sale of securities or borrowing  from  commercial
sources unlikely.  As of December 31, 2001, we had no current assets and current
liabilities of $5,169.

  For the year ended  December 31, 2001,  we had no revenues and we had expenses
$3,769 and a net loss of $(3,769) and for the calendar  year ended  December 31,
2000,  we had no  revenues  and we had  expenses  of  $1,300  and a net  loss of
$(1,300).  The increase in expenses was caused by our filing of periodic reports
with the SEC.

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


                                        8
<PAGE>

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.

  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 our
operations.

Year 2000 Issues

  Because of the limited nature of our operations,  it is believed that the Year
2000  issues  have  not  affected  us and  have  not  caused  us any  additional
expenditures.


                                        9
<PAGE>

Item 7. Financial Statements.

  Financial statements for the years ended December 31, 2001, and 2000.


                                       10
<PAGE>




                           Tillman International, Inc.
                              Financial Statements
                                December 31, 2001




                                      F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders of
Tillman International, Inc.


We have audited the accompanying balance sheet of Tillman International, Inc. (a
Utah Corporation) (a development stage company) as of December 31, 2001, and the
related statements of income,  retained earnings,  and cash flows for the period
December  31, 2001 and 2000,  and for the period  March 1, 2000  (inception)  to
December 31, 2001.  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 audits.

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, Inc., at
December 31, 2001 and 2000, and the results of its operations and cash flows for
the years then  ended,  and for the period  from  March 1, 2000  (inception)  to
December 31, 2001 in conformity with generally accepted accounting principles.

The accompanying  financial  statements have been prepared assuming that Tillman
International, Inc., will continue as a going concern. As discussed in Note 5 to
the financial statements,  Tillman  International,  Inc., has suffered recurring
losses from operations and has a net capital  deficiency that raises substantial
doubt about the company's  ability to continue as a going concern.  Management's
plans in regard to these  matters are also  described  in Note 5. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


By: /s/ Bierwolf, Nilson & Associates
-------------------------------------
Bierwolf, Nilson & Associates
March 16, 2002


                                      F-2
<PAGE>

                           Tillman International, Inc.
                                  Balance Sheet

                                                            December
                                                            31, 2001
                                                            -------
                                     Assets

Current assets                                              $  --
                                                            =======

                       Liabilities & Stockholders' Equity

Current liabilities

   Accounts payable                                         $    36
   Taxes payable                                                300
   Interest payable                                             180
   Note payable - related party (note 4)                      4,653
                                                            -------

       Total current liabilities                              5,169

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)
   Accumulated deficit                                       (5,069)
                                                            -------

       Total stockholders' equity                            (5,169)
                                                            -------

       Total liabilities & stockholders' equity             $  --
                                                            =======

    The accompanying notes are an integral part of these financial statements

                                       F-3
<PAGE>

                           Tillman International, Inc.
                             Statement of Operations

                                       For the Years Ended
                                     December       December
                                     31, 2001       31, 2000
                                   -----------    -----------
Revenues:                          $      --      $      --
                                   -----------    -----------

Expenses:

   General & administrative              3,489          1,200
   Interest expense                        180           --
                                   -----------    -----------

       Total expenses                    3,669          1,200

Net income (loss) - before taxes        (3,669)        (1,200)

   Taxes                                   100            100
                                   -----------    -----------

Income (loss)                      $    (3,769)   $    (1,300)
                                   ===========    ===========

   Loss per common share           $      --      $      --
                                   ===========    ===========

   Average outstanding shares        1,557,500      1,490,833
                                   ===========    ===========

    The accompanying notes are an integral part of these financial statements

                                       F-4
<PAGE>

                           Tillman International, Inc.
                        Statement of Stockholders' Equity
                From December 31, 1998 through December 31, 2001
<TABLE>
<CAPTION>
                                                          Additional
                                     Common     Common      Paid-In    Accumulated
                                     Shares      Stock      Capital      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                            100,000         100       7,100         --

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

Quasi reorganization                    --          --      (116,600)     116,600
                                   ---------   ---------   ---------    ---------

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

Net loss for the year ended
December 31, 2000                       --          --          --         (1,300)
                                   ---------   ---------   ---------    ---------

Balance at December 31, 2000       1,557,500       1,557      (1,657)      (1,300)

Net loss for the year ended
December 31, 2001                       --          --          --         (3,769)
                                   ---------   ---------   ---------    ---------

Balance at December 31, 2001       1,557,500   $   1,557   $  (1,657)   $  (5,069)
                                   =========   =========   =========    =========
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       F-5
<PAGE>

                           Tillman International, Inc.
                             Statement of Cash Flows
<TABLE>
<CAPTION>
                                                                For the    For the
                                                             Year Ended    Year Ended
                                                               December    December
                                                               31, 2001    31, 2000
                                                                -------    -------
<S>                                                             <C>        <C>
Cash Flows from Operating Activities

   Net loss                                                     $(3,769)   $(1,300)
   Adjustments to reconcile net income to net cash
   provided by operating activities;
     Increase (decrease) in accounts payable/interest payable       316        100
                                                                -------    -------

   Net cash provided by operating activities                     (3,453)    (1,200)

Cash flows from investing activities                               --         --
                                                                -------    -------

Cash flows from financing activities

   Issuance of note payable for cash                              3,453      1,200
                                                                -------    -------

       Increase (decrease) in cash and cash equivalents           3,453      1,200

       Cash and cash equivalents at beginning of period            --         --
                                                                -------    -------

       Cash and cash equivalents at end of period               $  --      $  --
                                                                =======    =======

Supplemental cash flow information:
   Cash paid for:
     Interest                                                   $  --      $  --
     Income Taxes                                                  --         --
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       F-6
<PAGE>

                           Tillman International, Inc.
                        Notes to the Financial Statements
                                December 31, 2001

NOTE 1 - CORPORATE HISTORY

         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.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

         Cash and Cash  Equivalents  - The Company  considers  all highly liquid
         investments  with  maturities  of  three  months  or  less  to be  cash
         equivalents.  All cash is  currently  held in  trust  by the  Company's
         attorney.

         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.

         Use  of  Estimates  -  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.

NOTE 3 - 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, 2001 and
         earlier  years;  accordingly,  no deferred  tax  liabilities  have been
         recognized for all years.

                                    Continued

                                       F-7
<PAGE>

                           Tillman International, Inc.
                        Notes to the Financial Statements
                                December 31, 2001

NOTE 3 - INCOME TAXES - Continued

         The  Company  has  cumulative  net  operating  loss   carryforwards  of
         approximately  $5,000 at December 31, 2001. 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,  2001  have  been  offset by
         valuation reserves of the same amount.

         The Company has available  approximately  $5,000 in net operating  loss
         carryforwards that will begin to expire in the year 2019.

NOTE 4 - NOTES PAYABLE - RELATED PARTY

         Advances have been made to the Company by its  president  various times
         over the past year. The Company has issued  unsecured  promissory notes
         to the president  for these amounts which are accruing  interest at the
         rate of 10% per annum and are due and payable upon demand.  At December
         31,  2001,  the  advances  totaled  $4,653  and  have  accrued  $180 in
         interest.

NOTE 5 - 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.

                                       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, 60, Director, President, and Chief Financial Officer.
         350 South 400 East, No. 105
         Salt Lake City, Utah 84111

         Thomas Harkness, 57, Director and Secretary.
         40 South 600 East
         Salt Lake City, Utah 84102

         Jacki Bartholomew, 40, 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 60,  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 57,  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.


                                       11
<PAGE>

  Jacki  Bartholomew,  age 40,  graduated from the University of Phoenix in 1998
receiving a bachelor's degree in business  management.  For the past five years,
Ms.  Bartholomew  has had  employment  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.

  Our  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.  We have no  standing
committees.

  None of our  officers  or  directors  has  during the past five years has 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, 2001, we 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

  Our  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, 2001,  we 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
management during the year ended December 31, 2001.

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


                                       12
<PAGE>

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 our knowledge,  as
of December 31, 2001, with respect to each person known 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,
2001.

Item 12. Certain Relationships and Related Transactions.

  During year ended  December 31, 2001,  the  president  advanced  funds for the
payment of corporate expenses in the amount of $3,669.


                                       13
<PAGE>

Item. 13 EXHIBITS

No.      Description
---      -----------
3(i)     Articles of Incorporation            Previously filed
 (ii)    Bylaws                               Previously filed


No reports on Form 8-K were filed during the last quarter of calendar year ended
December 31, 2001.


                                       14
<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 29, 2002.


                            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 29, 2002.


                            By: /s/ Thomas L. Harkness
                            --------------------------
                                    Thomas L. Harkness
                                    Secretary and Director
                            Date:   March 29, 2002.


                                       15