FORM 10-Q/A
                                 AMENDMENT NO. 1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended                June 30, 2006
                               -------------------------------------------------
                                                    OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                      to
                              ----------------------  --------------------------

Commission file number                            0-9624
                      ----------------------------------------------------------

                    International Thoroughbred Breeders, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                     22-2332039
--------------------------------------------------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

       Suite 1300, 1105 N. Market Street, Wilmington, Delaware 19899-8985
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (302) 427-7599
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report.)

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

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act.)
Yes         No    X
   --------    ----------

Indicate by check as to whether the registrant is a shell company (as defined in
Exchange Act Rule 12b-2).
Yes         No    X
   --------    ----------

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the close of the latest practicable date.

           Class                                 Outstanding at August 19, 2006
------------------------------                  -------------------------------
Common Stock, $ 2.00 par value                         11,367,487 Shares


<PAGE>


                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                   FORM 10-Q/A
                                 AMENDMENT NO. 1

                                QUARTERLY REPORT
                     for the Six Months ended June 30, 2006
                                   (Unaudited)

                                EXPLANATORY NOTE

     This  Amendment  No. 1 on Form  10-Q/A  amends the  Registrant's  Quarterly
Report  on Form  10-Q  for the  quarter  ended  June  30,  2006 as  filed by the
Registrant  on August 21, 2006 and is being filed to amend  Footnote 4-J and the
Liquidity and Capital Resource  section of Management's  Discussion and Analysis
of Financial Condition and Results of Operations.

     This amendment is being issued to correct a typographic  error contained in
Footnote 4-J and in the Liquidity and Capital  Resource  section of Management's
Discussion and Analysis of Financial Condition and Results of Operations.

     In the first  sentence of the sixth  paragraph  of Footnote  4-J and in the
first sentence of the eleventh  paragraph of the Liquidity and Capital  Resource
section  on  page  31 of  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations,  it should be stated that "After expiration
of the  forbearance  period on August 29,  2006,  we do not expect to be able to
make our  monthly  loan and lease  payments  unless,  as a result of  closing an
Alternative   Transaction,   our   outstanding   loan  and  lease  payments  are
substantially reduced."

     No  attempt  has been  made to this Form  10-Q/A to modify or update  other
disclosures  presented in the original  report on Form 10-Q The Form 10-Q/A does
not  reflect  events  occurring  after the  filing of the Form 10-Q or modify or
update those disclosures.

                               Table of Contents

                                                                         Page No
PART I. FINANCIAL INFORMATION

Notes to Consolidated Financial Statements

         Footnote 4-J.......................................................1-2

         Item 2. Management's Discussion and Analysis of
                    Financial Condition and Results of Operations...........3-5

Part II. OTHER INFORMATION

         Item 6. Exhibits ....................................................6

 SIGNATURES...................................................................7

 CERTIFICATIONS...............................................................8


<PAGE>


                                   FORM 10-Q/A
                                 AMENDMENT NO. 1
                          QUARTERLY REPORT ON FORM 10-Q
                       FOR THE QUARTER ENDED JUNE 30, 2006

                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

(4)  (J) First Amended and Restated Forbearance Agreement

     On July 14, 2006, International  Thoroughbred Breeders, Inc. and certain of
its subsidiaries (collectively, the "Company") and certain other companies owned
or controlled by Francis W. Murray,  our CEO (all being the same companies which
are parties to the Loan and Security  Agreement  dated as of June 30, 2005, with
PDS Gaming  Corporation and being  hereinafter  collectively  called the "Credit
Parties"),  entered into a First Amended and Restated Forbearance Agreement (the
"New  Agreement").  The New Agreement,  which was effective June 1, 2006, amends
and restates the original  Forbearance  Agreement  among the same parties  dated
March 22, 2006, which had expired on May 31, 2006. Under the New Agreement,  PDS
Gaming Corporation ("PDS") agreed, as lender and as lessor,  that, as long as no
additional defaults occur under the New Agreement or under our loan and security
agreements or equipment leases with PDS, it will forbear,  for a period expiring
August 29, 2006, from accelerating payment and enforcing its rights and remedies
against the Credit  Parties due to the specified  payment  defaults and covenant
defaults  presently  existing on our part under our loan documents and equipment
leases.  Notwithstanding  expiration of the original Forbearance Agreement,  PDS
has not accelerated payment of the balance of our indebtedness.

     Also under the New Agreement, PDS deferred payment of monthly principal and
interest payments under our loan agreement and monthly rental payments under our
equipment leases which otherwise would become due during the forbearance  period
ending  August  29,  2006.  In  consideration  of  PDS'  agreements  in the  New
Agreement, we agreed to pay a forbearance fee of $173,687 to PDS at maturity.

     The  Company  also  agreed to pay,  as damages to PDS on account of default
interest  that  it in  turn  is  required  to pay to its  financier,  additional
interest at a rate of 2-1/2% per annum above the  interest  rate  already  being
charged to us on our principal and delinquent  interest  payments under our loan
agreement with PDS. Therefore, the effective rate of interest we are required to
pay on the unpaid principal balance plus delinquent  interest payments which are
being capitalized  totaling $33,238,091 as of June 30, 2006 is approximately 22%
per annum. As of June 30, 2006, the amount of such additional  interest which we
agreed to pay to PDS is $526,565.

     Under  the New  Agreement,  the  Credit  Parties  have  agreed  to retain a
financial  advisor to analyze and pursue strategic  alternatives,  including the
sale of assets,  and to retain a broker in connection  with such asset sales, in
order to reduce  indebtedness.  The New Agreement requires the Credit Parties to
sell one or more assets  with  closing  date(s)  targeted to occur no later than
August 29, 2006, or otherwise refinance,  and pay in full our obligations to PDS
by the end of the forbearance period, August 29, 2006.

     Also pursuant to the New Agreement,  the EBITDA requirements  applicable to
the Company will be waived for the 12 month  periods  ending July 2, July 30 and
August 27, 2006. All disbursements by our operating subsidiary, ITG Vegas, Inc.,
will require written approval by an assigned Crisis Manager,  and  disbursements
may only be made in  accordance  with an  approved  budget as  submitted  by the
Company and approved by PDS.


                                        1

<PAGE>


                                   FORM 10-Q/A
                                 AMENDMENT NO. 1
                          QUARTERLY REPORT ON FORM 10-Q
                       FOR THE QUARTER ENDED JUNE 30, 2006

                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

     After  expiration of the  forbearance  period on August 29, 2006, we do not
expect to be able to make our  monthly  loan and  lease  payments  unless,  as a
result of closing an Alternative  Transaction,  our  outstanding  loan and lease
payments are substantially  reduced.  We also do not expect that we will be able
to consummate the sale of any of our vessels,  the Original  Cherry Hill Note or
our operating business before the expiration of the forbearance period on August
29,  2006 and will seek to  negotiate  a further  amendment  to the  forbearance
agreement giving us additional time to consummate any such transactions based on
circumstance  existing on August 29, 2006.  No  assurance  can be given that PDS
will be willing to grant any further  extension  of time or  otherwise  agree to
forbear from exercising rights or remedies it may have due to our defaults.


                                        2

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATIONS

Liquidity and Capital Resources

     Our cash flow from  operations is primarily  dependent  upon the cash flows
from ITG Vegas, which operates the vessel,  M/V Palm Beach Princess.  During the
six months ended June 30, 2006,  the Palm Beach  Princess  operations  generated
approximately  $3.9  million  of cash  (which  amount was only  achieved  by the
deferral of $2 million of interest  payments due) which was insufficient for our
consolidated  needs,  thus we had to rely on other adjustments in our operations
to meet our cash requirements.

     ITG Vegas' cash flow from operations is seasonal. The period from January 1
to June 30 has been a period of increased activity and revenues. The period July
1 to December 31 is a seasonably slow period for vessel  operations and a period
during  which  we have  suffered  from  hurricanes  interrupting  our  business.
Therefore,  we  normally  schedule  dry dock or wet dock vessel work during this
period,  which further  negatively  effects our operations during this six month
period. Many of ITG Vegas' operating costs,  including leasing and charter fees,
fuel costs and wages,  are fixed and cannot be  reduced  when  passenger  counts
decrease.

     During the past few fiscal quarters,  we extended the terms of our payables
and as a result,  our accounts payable and accrued expenses exceeded our cash by
approximately $12 million as of June 30, 2006. We continued to defer payments on
vessel and equipment leases, on notes payable and charter hire fees and continue
to defer the salary of our Chairman.

     Our cash flows were  negatively  impacted  by the delay in putting  the Big
Easy in full service,  caused by delays in obtaining certification for passenger
operations  pursuant to the United States Coast Guard's  Alternative  Compliance
Program.  The costs  associated with  refurbishing and retrofitting the Big Easy
for placing it in service increased substantially due to upgrades to the vessel,
expansion of our Mardi Gras- theme build out, and  improvements  required by the
Coast Guard,  further  depleting our working capital from our original  estimate
and required us to borrow additional funds which increased our interest expense.
These borrowings will continue to adversely affect our cash flows in the future.
More than 150 crew  members and other  employees  were hired and trained  during
this period and employees  who normally  worked  exclusively  for the Palm Beach
Princess spent time completing  assignments  for the Big Easy,  putting a severe
drain on our operational efforts and our cash flow during this period.

     On November 12, 2005 we placed the Big Easy vessel into  limited  scheduled
service from the Port of Palm Beach,  Florida.  The vessel  received Coast Guard
approval to operate on October 11, 2005 but because of the continuing effects of
hurricane Wilma,  inclement weather and rough seas,  mechanical problems and our
inability to meet the minimum  employee counts per Coast Guard  regulations,  we
did not begin regular,  limited operations until mid November.  The Big Easy did
not meet our expectations and with its poor performance together with continuing
Coast Guard  licensing  difficulties  we were forced to remove the Big Easy from
service on February 1, 2006 in order to conserve working capital.

     During the six months ended June 30, 2006,  the operating  loss for the Big
Easy for January 2006 and the carrying  costs for the remaining five months were
$3.55 million  before  interest  expense.  We expect that future  carrying costs
during the wet dock  storage  will be  approximately  $325,000  per month before
interest expense.

     During our 2004 fiscal year, we purchased a third  vessel,  the Royal Star.
We anticipate  that the vessel will need extensive  improvements  and outfitting
costing  between $5 and $6 million  before  being  placed in service as a gaming
vessel.  The vessel had been placed in wet storage and delays in commencing  the
Royal Star operations have and will continue to adversely affect our cash flows


                                        3

<PAGE>


because of the  continuing  costs of carrying the vessel.  During the six months
ending June 30,  2006,  carrying  costs for the Royal Star vessel and the gaming
equipment leases were approximately $900,000 before interest expense.

     Our debt to PDS Gaming for the vessel  leases was $29.3 million on June 30,
2005, with interest rates ranging from  approximately  15.3% to 20%. We have not
made the required interest and principal payments since December 1, 2005 and the
PDS loan balances are approximately $33.8 million as of June 30, 2006 due to the
accrued interest  accumulating at an interest default rate of an additional 2.5%
and fees for the Forbearance Agreements.  We borrowed and additional $535,744 to
make the December  2005  interest  payment.  We did not make the  required  debt
service  payments or the equipment  lease  payments to PDS from January  through
June  2006.  On June 1, 2006 we  entered  into the First  Amended  and  Restated
Forbearance  Agreement  with PDS which  will defer any  payments  due them until
August 29, 2006.

     The new agreement  requires us to sell the Big Easy vessel,  the Royal Star
vessel  and the $10  million  Original  Cherry  Hill Note  with a  closing  date
targeted to occur no later than August 29, 2006. While  proceeding  toward sales
of such assets,  we also are required to retain a financial  adviser to sell the
Palm Beach Princess vessel and our casino cruise business operating that vessel,
or otherwise refinance and pay in full our obligations to PDS, by the end of the
forbearance  period,  August 29, 2006.  In that regard,  (a) we were required to
provide to PDS, on or before July 28, 2006, an offering memorandum prepared by a
financial adviser and designed to seek the sale or refinancing of the Palm Beach
Princess  assets  and  business;  (b) not later  than  August 2, 2006 we were to
deliver the offering  memorandum and all other relevant  information to at least
15 third  party  lenders or third  party  purchasers  identified  by us as being
reasonably  likely lenders or purchaser;  and (c) no later than August 14, 2006,
we were  required  to have a written  term  sheet from a third  party  lender or
purchaser  for the sale or  refinancing  of the Palm Beach  Princess  assets and
business.  We do not believe that such time schedule is realistic and we are not
able to meet such time  deadlines.  Notwithstanding  such  provisions and others
which we may not be able to comply with under the terms of the new agreement, we
agreed to enter into the new agreement and make additional  payments to PDS of a
forbearance fee of $173,687 and an additional  2.5% per annum default  interest,
under duress,  since we were faced with PDS' threats of imminent  foreclosure on
substantially all of our assets.

     Under the new agreement,  PDS may elect to extend the deadlines provided in
such agreement for the sale of collateral after its due  consideration of, among
other things,  (a) purchase  offers received from the third parties with respect
to the sale of the Big Easy,  Royal Star or Cherry  Hill Note,  (b) the range of
values proposed by brokers and financial advisers, (c) the timing of such sales,
and (d) the net cash proceeds realizable from any alternative  transaction to be
paid in reduction of our obligations to PDS.

     After  expiration of the  forbearance  period on August 29, 2006, we do not
expect to be able to make our  monthly  loan and  lease  payments  unless,  as a
result of closing an Alternative  Transaction,  our  outstanding  loan and lease
payments are substantially  reduced.  We also do not expect that we will be able
to consummate the sale of any of our vessels,  the Original  Cherry Hill Note or
our operating business before the expiration of the forbearance period on August
29,  2006 and will seek to  negotiate  a further  amendment  to the  forbearance
agreement giving us additional time to consummate any such transactions based on
circumstance  existing on August 29, 2006.  No  assurance  can be given that PDS
will be willing to grant any further  extension  of time or  otherwise  agree to
forbear from exercising rights or remedies it may have due to our defaults.

     Additionally  the EBITDA  requirements  applicable  to the Company  will be
waived for the 12 month  periods  ending  July 2, July 30,  August 27,  2006 and
disbursements by our operating subsidiary, ITG Vegas, Inc., will require written
approval by an assigned crisis manager,  and  disbursements  may only be made in
accordance with an approved budget as submitted by the us and approved by PDS.


                                        4

<PAGE>


     The Company is seeking refinancing,  has liquidated its equine holdings and
may be forced to sell other Company assets. We are also exploring  opportunities
to  profitably  deploy  the Big Easy or the sale of this  vessel.  Absent  asset
sales,  refinancing or the profitable deployment of the Big Easy, we will not be
able to make the debt  service  payments  beginning  on  September  1, 2006.  No
assurances  can be given that the Company will be successful in these  endeavors
prior to September 1, 2006 or thereafter.

     Our working capital as of June 30, 2006 was a negative ($45.6 million). Our
cash flow and negative  working  capital  circumstances  worsened during the six
months ended June 30, 2006 due in part to:

     o    classifying all the debt due to our primary lender as current debt,

     o    operating  losses suffered by the Big Easy from January 1st to January
          31st due to her limited sailing  schedule in which  scheduled  cruises
          were cancelled due to Coast Guard restrictions,  mechanical  problems,
          high seas, or scheduling conflicts with the Palm Beach Princess.

     o    costs to carry the Big Easy  after the vessel was taken out of service
          on February 1, 2006,

     o    costs to carry the Royal Star,

     o    expenses paid for costs of the Holding Company and other developmental
          costs and

     o    a decrease in the net income before depreciation and taxes of the Palm
          Beach  Princess  of  approximately  $1.34  million as  compared to the
          corresponding six month period of last year.

     The following table summarizes commitments on non-cancelable  contracts and
leases as of June 30, 2006.

<TABLE>
                                                 Twelve Month Period Ended June 30,
                                        ---------------------------------------------------   There-
                                           2007          2008          2009          2010     after        Total
                                        -----------   ----------    ----------    ---------  --------    -----------
<CAPTION>
<S>                                    <C>           <C>          <C>           <C>         <C>         <C>
Capital Leases:
  P.B. Princess - Principal & Interest $ 21,080,158  $         -  $          -  $        -  $       -   $ 21,080,158
     Bare Boat Charter - Related Party      960,000      960,000       960,000       80,000         -      2,960,000
  Big Easy - Principal & Interest        20,325,907            -             -            -         -     20,325,907
     Bare Boat Charter - Related Party    1,200,000    1,200,000     1,200,000      100,000         -      3,700,000
Notes and Mortgages:
  Principal & Interest                    6,094,364      192,235         3,965            -         -      6,290,564
   Interest Only                            173,135                                                          173,135
Deferred Interest Payments                  600,000      600,000       450,000            -         -      1,650,000
Operating Leases:
  Casino Equipment                        3,201,719      572,110       681,820            -         -      4,455,649
  Administrative & Office                   995,863      120,503         2,028        2,873         -      1,121,267
Purchase Obligations                        345,890       45,056        10,592            -         -        401,538
                                        -----------   ----------    ----------    ---------  --------    -----------
Total                                  $ 54,977,036  $ 3,689,904  $  3,308,405  $   182,873 $       0   $ 62,158,218
                                        ===========   ==========    ==========    =========  ========    ===========
</TABLE>


                                        5

<PAGE>


ITEM 6. EXHIBITS

Exhibit                       Description of Exhibit
-------                       ----------------------
31.1 CEO  Certification   pursuant  to  rule  13a-14(a)  and  15d-14(a)  of  the
     Securities Exchange Act of 1934

31.2 CFO  Certification   pursuant  to  rule  13a-14(a)  and  15d-14(a)  of  the
     Securities Exchange Act of 1934

32   CEO & CFO  Certification  pursuant to 18 U.S.C.  Section  1350,  As Adopted
     Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



                                        6

<PAGE>


                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                AND SUBSIDIARIES

                                   SIGNATURES


     Pursuant to the  requirements  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.



                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.




August 22, 2006        /s/Francis W. Murray
                       ----------------------------------------------------
                       Francis W. Murray, President, Chief Executive Officer and
                       Chief Financial Officer


                                        7

<PAGE>


                                                                    Exhibit 31.1

             CEO CERTIFICATION PURSUANT TO RULE 13A-14 AND 15D-14 OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934

I, Francis W. Murray, certify that:

     1.   I have reviewed this quarterly  report on Form 10-Q/A of International
          Thoroughbred Breeders;

     2.   Based on my  knowledge,  this  quarterly  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  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly 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 quarterly report;

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we 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 this
               quarterly 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 this quarterly report (the "Evaluation Date"); and

          c)   presented  in this  quarterly  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 other certifying officers 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  persons
          performing the 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  officers and I have indicated in
          this quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.


Date: August 22, 2006


                       /s/Francis W. Murray
                       ----------------------------------------------------
                       Francis W. Murray, President, Chief Executive Officer and
                       Chief Financial Officer

                                        8

<PAGE>


                                                                    Exhibit 31.2



             CFO CERTIFICATION PURSUANT TO RULE 13A-14 AND 15D-14 OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934

I, Francis W. Murray, certify that:

     1.   I have reviewed this quarterly  report on Form 10-Q/A of International
          Thoroughbred Breeders;

     2.   Based on my  knowledge,  this  quarterly  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  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly 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 quarterly report;

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we 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 this
               quarterly 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 this quarterly report (the "Evaluation Date"); and

          c)   presented  in this  quarterly  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 other certifying officers 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  persons
          performing the 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  officers and I have indicated in
          this quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.


Date: August 22, 2006


                       /s/Francis W. Murray
                       ----------------------------------------------------
                       Francis W. Murray, President, Chief Executive Officer and
                       Chief Financial Officer


                                        9

<PAGE>


                                                                      Exhibit 32

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                      AS ADOPTED PURSUANT TO SECTION 906 OF
                         THE SARBANES-OXLEY ACT OF 2002

     In  connection  with the filing of the  Quarterly  Report on Form 10-Q/A of
International  Thoroughbred Breeders, Inc. (the "Company") for the three and six
months ended June 30, 2006 as filed with the Securities and Exchange  Commission
on the date hereof (the "Report"), I, Francis W. Murray, Chief Financial Officer
of the  Company,  hereby  certify  pursuant  to 18 U.S.C.  ss.1350,  as  adopted
pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to the best of
my knowledge:

     (1) The Report fully  complies  with the  requirements  of Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.



/s/ Francis W. Murray
------------------------
Name: Francis W. Murray
Title: Chief Financial Officer
August 22, 2006


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