SEC File No.  0-32131

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


FORM 10-KSB/A

Annual report under section 13 or 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 2002.

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, 2002, was nil.

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

The number of shares issued and outstanding as of March 17, 2003, 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.   Recently we received a trading
symbol of "TILL" for the OTCEBB.

  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
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 our president at 350
South 400 East, Suite 105, Salt Lake City, Utah 84111 and our 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.

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 very unlikely we will receive a fairness opinion regarding any business
opportunities.

  In the evaluation several factors may 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 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.

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 we make 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.

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 our 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 a limited 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 were listed on the Electronic Bulletin Board of the National Association
of Securities Dealers, Inc., having the symbol "TILL" until June 9, 2003.  On
that date we were delisted for lacking a certification in the Report we filed
on Form 10-KSB for the period ended December 31, 2002.   We will reapply for a
listing.  Our application consisted of 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.  Our
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"
rules.  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.

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 our
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, 2002, we had no current
assets and current liabilities of $10,670.

  For the year ended December 31, 2002, we had no revenues and we had expenses
$5,501 and a net loss of $(5,501).  For the calendar year ended December 31,
2001, we had no revenues and we had expenses of $3,769 and a net loss of
$(3,769).  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 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.


Item 7. Financial Statements.

  Financial statements for the years ended December 31, 2002, and 2001.













                       Tillman International, Inc.
                          Financial Statements
                           December 31, 2002

















































     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, 2002,
and the related statements of income, retained earnings, and cash flows for
the period December 31, 2002 and 2001, and for the period January 1, 2000 to
December 31, 2002.  These financial statements are the responsibility of the
company's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audit in accordance with generally accepted auditing
standards, in the United States of America.  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, 2002 and 2001, 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, 2002 in conformity with generally accepted accounting principles,
in the United States of America.

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.



Bierwolf, Nilson & Associates
January 31, 2003



















                       Tillman International, Inc.
                             Balance Sheet

                                                       December       December
                                                       31, 2002       31, 2001

                                Assets

Current Assets                                         $    -         $    -

                      Liabilities & Stockholders' Equity

Current Liabilities

     Accounts payable                                  $  1,275       $     36
     Taxes payable                                          400            300
     Interest payable                                       808            180
     Note payable - related party (Note 4)                8,187          4,653

          Total current liabilities                      10,670          5,169

Stockholders' Equity

     Common stock 40,000,000 shares
     authorized at $.001 par value;
     1,557,500 shares issued and outstanding              1,557          1,557
     Capital in excess of par value                      (1,657)        (1,657)
     Accumulated deficit                                 (9,295)        (5,069)

          Total Stockholders' Equity                     (9,395)        (5,169)

          Total Liabilities & Stockholders' Equity     $    -         $    -






























   The accompanying notes are an integral part of these financial statements

                       Tillman International, Inc.
                          Statement of Operations

                                                      For the Years Ended
                                                   December          December
                                                   31, 2002          31, 2001

Revenues:                                          $    -           $    -

Expenses:

     General & administrative                         4,873            3,589

               Total Operating Expenses               4,873            3,589

               Net (Loss)                            (4,873)          (3,589)

Other Income (Expenses)

     Interest (Expense)                                (628)            (180)

            Total Other Income (Expenses)              (628)            (180)


Net income (loss) - before taxes                     (5,501)          (3,769)

     Taxes                                              -                -

Net Income (Loss)                                  $ (5,501)        $ (3,769)

     Loss per common share                         $    -           $    -

     Average outstanding shares                     1,557,500        1,557,500






























  The accompanying notes are an integral part of these financial statements

                       Tillman International, Inc.
                     Statement of Stockholders' Equity
             From December 31, 1998 through December 31, 2002


                                                 Additional
                                Common    Common   Paid-In    Accumulated
                                Shares     Stock   Capital      Deficit

Balance at January 1, 2000    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)

Net loss for the year ended
December 31, 2002                   -        -         -         (5,501)

Balance at December 31, 2002  1,557,500  $ 1,557  $ (1,657)   $ (10,570)






































  The accompanying notes are an integral part of these financial statements

                       Tillman International, Inc.
                          Statement of Cash Flows

                                                      For the         For the
                                                     Year Ended     Year Ended
                                                      December       December
                                                      31, 2002       31, 2000

Cash Flows from Operating Activities

     Net loss                                        $  (5,501)     $  (3,769)
     Adjustments to reconcile
      net income to net cash
     provided by operating activities;
        Increase (decrease) in accounts
           payable/interest payable                      1,967            316

     Net cash provided by operating activities          (3,534)        (3,453)

Cash flows from investing activities                       -              -

Cash flows from financing activities

     Issuance of note payable for cash                   3,534          3,453

     Increase (decrease) in cash and cash equivalents    3,534          3,453

     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                                     -              -






















  The accompanying notes are an integral part of these financial statements

                       Tillman International, Inc.
                     Notes to the Financial Statements
                           December 31, 2002

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, 2002 and
      earlier years; accordingly, no deferred tax liabilities have been
      recognized for all years.


                       Tillman International, Inc.
                     Notes to the Financial Statements
                            December 31, 2002

NOTE 3 - INCOME TAXES - Continued

      The Company has cumulative net operating loss carryforwards of
      approximately $9,000 at December 31, 2002.  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, 2002 have been offset by
      valuation reserves of the same amount.

      The Company has available approximately $9,000 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, 2002, the advances totaled $8,187 and have accrued $808 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.








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

     Thomas Harkness, 58, Director and Secretary.
     40 South 600 East
     Salt Lake City, Utah 84102

     Jacki Bartholomew, 41, 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 61, 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.  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 58, 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.

   Jacki Bartholomew, age 41, 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, 2002, 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 filed.  One
director was a few days late in filing the report on Form 4 for the year.

Item 10. Executive Compensation

  During the year ended December 31, 2002, 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, 2002.

  There are no arrangements for 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 our knowledge, as
of December 31, 2002, 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
Suite 880
Bank America Plaza
50 West Liberty
Reno, Nevada 89501

Dayton Family Trust                   78,750                      5
3298 West 5200 South
Roy, Utah 84067
                                   __________                 _______
                                   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,
2002.

Item 12. Certain Relationships and Related Transactions.

  During year ended December 31, 2002, the president advanced funds for the
payment of corporate expenses in the amount of $4,873.


Item. 13 EXHIBITS

No.     Description
3(i)    Articles of Incorporation                Previously filed
 (ii)   Bylaws                                   Previously filed
99.1 Certification Chief Executive Officer
99.2 Certification Chief Operating Officer

No reports on Form 8-K were filed during the last quarter of calendar year
ended December 31, 2002.

Item 14.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.  Based on an evaluation under
the supervision and with the participation of our management as of a date within
90 days of the filing date of t his amended Annual Report on Form 10-KSB, our
principal executive officer and principal financial officer have concluded that
our disclosure controls and procedures, as defined in Rules 13a-14(c) and
15d-14(c) under the Securities Exchange Act of 1934, are effective to ensure
that information required to be disclosed in reports that we file or submit
under the Exchange Act is recorded, processed, summarized, and reported within
the time periods specified in SEC rules and forms.

Changes in Internal Controls.  We had no significant changes in our internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation.  There were no significant
deficiencies or material weaknesses, and therefore there were no corrective
actions taken.  However, the design of any system of controls is based in part
upon certain assumptions about the likelihood of future events and there is no
certainty that any design will succeed in achieving its stated goal under all
potential future considerations regardless of how remote.

Signatures


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

		Tillman International, Inc., Registrant
                       s/Wallace Boyack
           Wallace Boyack, President, Chief Executive Officer
              and Chief Financial Officer and Director.
                        Date: June 26, 2003.


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

                       s/Wallace Boyack
           Wallace Boyack, President, Chief Executive Officer
              and Chief Financial Officer and Director.
                        Date: June 26, 2003.


                        s/Thomas L. Harkness
                       Thomas L. Harkness, Secretary and Director
                        Date: June 26, 2003.



Certification
	The undersigned certifies for purposes of Section 1350 of Chapter 63 of
Title 18 of the United States Code, in his capacity as the chief executive
officer of Tillman International, Inc., ("Tillman") that to his knowledge, the
Annual Report of Tillman on Form 10-KSB for the period ended December 31, 2002,
fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and that the information contained in such
report fairly presents in all material respects the financial condition and
results of operation of Tillman.

Date: June 27, 2003.
By: /s/ Wallace Boyack
	Wallace Boyack
	Chief Executive Officer




Certification
	The undersigned certifies for purposes of Section 1350 of Chapter 63 of
Title 18 of the United States Code, in his capacity as the chief financial
officer of Tillman International, Inc., ("Tillman") that to his knowledge, the
Annual Report of Tillman on Form 10-KSB for the period ended December 31, 2002,
fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and that the information contained in such
report fairly presents in all material respects the financial condition and
results of operation of Tillman.

Date: June 27, 2003.
By: /s/ Wallace Boyack
	Wallace Boyack
	Chief Financial Officer


Exhibit 99.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act.

I, Wallace Boyack, certify that:

1. I have reviewed this amended annual report on Form 10-KSB/A for the period
ended December 31, 2002, of Tillman International, Inc.

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstance under which such statements
were made, not misleading with respect to the period covered by the annual
report.

3. Based on my knowledge, the financial statements, and other financial
information included in the annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report.

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rule 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which the annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of the annual
report (the "Evaluation Date"); and
c) presented in the annual report the conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's certifying officer and I have disclosed, based on our most
recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or other persons performing equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in the annual
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal control subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date: June 27, 2003.
s/Wallace Boyack______________________
Wallace Boyack 	Name
President/Chief Executive Officer/Director


Exhibit 99.2


Certification Pursuant to Section 302 of the Sarbanes-Oxley Act.


I, Wallace Boyack, certify that:

1. I have reviewed the annual report on Form 10-KSB for the period ended
December 31, 2002, of Tillman International, Inc. ("Tillman").

2. Based on my knowledge, the annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstance under which such
statements were made, not misleading with respect to the period covered by
the annual report.

3. Based on my knowledge, the financial statements, and other financial
information included in the annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rule 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which the annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of the annual
report (the "Evaluation Date"); and
c) presented in the annual report the conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or other persons performing equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6. The registrant's other certifying officer and I have indicated in the annual
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal control subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date: June 27, 2003.
s/Wallace Boyack
Wallace Boyack, Chief Financial Officer