FORM 10-Q

                       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                September 30, 2002
                               ---------------------------------------------
                                                     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)

 211 Benigno Boulevard Suite 210 , Bellmawr, New Jersey      08031
--------------------------------------------------------------------------------
  (Address of principal executive offices)                 (Zip Code)

                                 (856)931-8163
--------------------------------------------------------------------------------
              (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

                      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 November 15, 2002
Common Stock, $ 2.00 par value                  11,480,277 Shares


<PAGE>



                   INTERNATIONAL THOROUGHBRED BREEDERS, INC.

                                    FORM 10-Q

                                QUARTERLY REPORT
                  for the Three Months ended September 30, 2002
                                   (Unaudited)


                                TABLE OF CONTENTS

                                                                           PAGE
PART I. FINANCIAL INFORMATION

         Item 1. Financial Statements:

         Consolidated Balance Sheets
                  as of September 30, 2002 and June 30, 2002.................1-2

         Consolidated Statements of Operations
                  for the Three Months ended
                  September 30, 2002 and 2001................................3

         Consolidated Statement of Stockholders' Equity
                  for the Three Months ended September 30, 2002..............4

         Consolidated Statements of Cash Flows
                  for the Three Months ended
                  September 30, 2002 and 2001................................5

         Notes to Consolidated Financial Statements.........................6-18

         Item 2. Management's Discussion and Analysis of
                    Financial Condition and Results of Operations..........19-22

         Item 4.  Controls and Procedures.....................................22

PART II. OTHER INFORMATION

         Item 6. Exhibits and Reports on Form 8-K.............................23

SIGNATURES        ............................................................24

CERTIFICATIONS................................................................25




<PAGE>

                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                   AS OF SEPTEMBER 30, 2002 AND JUNE 30, 2002

                                     ASSETS

                                          September 30,
                                               2002          June 30,
                                           (UNAUDITED)        2002
                                          ------------   -------------
CURRENT ASSETS:
     Cash and Cash Equivalents           $     627,223  $      796,610
     Accounts Receivable                        63,427          37,682
     Prepaid Expenses                          478,777         190,639
     Other Current Assets                      427,403         391,596
     Net Assets of Discontinued
       Operations - Current                    120,953         123,569
                                          -------------  --------------
      TOTAL CURRENT ASSETS                   1,717,783       1,540,096
                                          -------------  --------------

EQUIPMENT:
     Equipment                                 749,827         723,420
     LESS: Accumulated Depreciation and
                 Amortization                  147,543         113,061
                                          -------------  --------------

      TOTAL EQUIPMENT, NET                     602,284         610,359
                                          -------------  --------------



OTHER ASSETS:
     Notes Receivable                       33,000,000      33,000,000
     Note Receivable of Discontinued
         Operations - Long-Term                      0               0
     Deposit on Purchase of Palm Beach
         Princess Mortgage                   4,000,000       3,500,000
     Deposits and Other Assets               7,302,180       7,277,839
                                          -------------  --------------
      TOTAL OTHER ASSETS                    44,302,180      43,777,839
                                          -------------  --------------


TOTAL ASSETS                             $  46,622,247  $   45,928,294
                                          =============  ==============


See Notes to Consolidated Financial Statements.

                                        1


                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                   AS OF SEPTEMBER 30, 2002 AND JUNE 30, 2002

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                             September 30,
                                                2002         June 30,
                                             (UNAUDITED)      2002
                                           -------------   ------------
CURRENT LIABILITIES:
     Accounts Payable                    $    1,424,008  $   1,324,351
     Accrued Expenses                         1,245,684      1,353,811
     Short-Term Debt                          1,350,338      1,062,280
                                           -------------   ------------
       TOTAL CURRENT LIABILITIES              4,020,030      3,740,442
                                           -------------   ------------


DEFERRED INCOME                               8,226,540      8,226,540
                                           -------------   ------------

LONG-TERM DEBT                                        0              0
                                           -------------   ------------

COMMITMENTS AND CONTINGENCIES                    -              -


STOCKHOLDERS' EQUITY:
     Series A Preferred Stock,
      $100 Par Value, Authorized 500,000
      Shares, 362,488 Issued and
      Outstanding                            36,248,775     36,248,775
     Common Stock, $2 Par Value,
      Authorized 25,000,000 Shares,
      Issued and Outstanding, 11,480,277
      and 11,480,275, respectively           22,960,553     22,960,549
     Capital in Excess of Par                20,192,086     20,192,090
      (Deficit) (subsequent to
      June 30, 1993, date of
      quasi-reorganization)                 (45,010,321)    45,423,435)
                                           -------------   ------------
                                             34,391,093     33,977,979
     LESS:
      Deferred Compensation, Net                (15,416)       (16,667)
                                           -------------   ------------
       TOTAL STOCKHOLDERS' EQUITY            34,375,677     33,961,312
                                           -------------   ------------


TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                   $   46,622,247  $  45,928,294
                                           =============   ============


See Notes to Consolidated Financial Statements.

                                        2


                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001




                                                Three Months Ended
                                                  September 30,
                                            -------------------------
                                                 2002         2001
                                            -------------------------
REVENUE:
     Revenue from Operations               $  6,319,402  $  5,939,469
     Other Income                                    25        77,877
     Interest Income                             99,748       144,336
                                            ------------  ------------
        TOTAL REVENUES                        6,419,175     6,161,682
                                            ------------  ------------

EXPENSES:
     Cost of Revenues:
     Operating Expenses                       4,289,340     4,288,569
     Depreciation & Amortization                 76,220        10,794
     General & Administrative Expenses -
         Palm Beach Princess                    716,245       747,674
     General & Administrative Expenses -
         Parent                                 489,354       514,419
     Development Costs                           90,896        46,615
     Interest and Financing Expenses            317,005        76,483
                                            ------------  ------------
         TOTAL EXPENSES                       5,979,061     5,684,554
                                            ------------  ------------

INCOME  BEFORE TAX PROVISION                    440,114       477,128
     State Income Tax Expense                    27,000        22,000
                                            ------------  ------------

NET INCOME                                 $    413,114  $    455,128
                                            ============  ============


NET BASIC AND DILUTED INCOME
   PER COMMON SHARE                        $       0.04  $       0.04
                                            ============  ============

WEIGHTED AVERAGE COMMON
   SHARES OUTSTANDING                        11,480,272    11,480,269
                                            ============  ============


See Notes to Consolidated Financial Statements.

                                        3


                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002

<TABLE>

                                                                            Preferred                   Common
                                                                    --------------------------  --------------------------
                                                                     Number of                   Number of
                                                                      Shares        Amount        Shares        Amount
                                                                    ------------  ------------  ------------  ------------
<CAPTION>
<S>                                                                     <C>     <C>              <C>        <C>
BALANCE - JUNE 30, 2002                                                 362,488 $  36,248,775    11,480,275 $  22,960,549

   Shares Issued for Fractional Exchanges With Respect to the
      One-for-twenty Reverse Stock Split effected on March 13, 1992           0             0             2             4
   Amortization of Deferred Compensation Costs                          ---           ---           ---           ---
   Net Income for the Three Months Ended September 30, 2002             ---           ---           ---           ---

                                                                    ------------  ------------  ------------  ------------
BALANCE - SEPTEMBER 30, 2002                                            362,488 $  36,248,775    11,480,277 $  22,960,553
                                                                    ============  ============  ============  ============
</TABLE>


<TABLE>
                                                                        Capital                     Deferred
                                                                       in Excess                     Compen-
                                                                        of Par        (Deficit)      sation        Total
                                                                      ------------  --------------  ----------  ------------
<CAPTION>
<S>                                                                 <C>           <C>             <C>         <C>
BALANCE - JUNE 30, 2002                                             $  20,192,090 $   (45,423,435)$   (16,667)$  33,961,312

   Shares Issued for Fractional Exchanges With Respect to the
      One-for-twenty Reverse Stock Split effected on March 13, 1992            (4)       ---           ---          ---
   Amortization of Deferred Compensation Costs                            ---            ---            1,251         1,251
   Net Income for the Three Months Ended September 30, 2002               ---             413,114      ---          413,114

                                                                      ------------  --------------  ----------  ------------
BALANCE - SEPTEMBER 30, 2002                                        $  20,192,086 $   (45,010,321)$   (15,416)$  34,375,677
                                                                      ============  ==============  ==========  ============
</TABLE>


See Notes to Consolidated Financial Statements.


                                       4


                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
<TABLE>

                                                                         Three Months Ended
                                                                            September 30,
                                                                      -------------------------
                                                                          2002          2001
                                                                      ------------  -----------
<CAPTION>
<S>                                                                  <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     INCOME BEFORE DISCONTINUED OPERATIONS                           $    413,114  $   455,128
                                                                      ------------  -----------
     Adjustments to reconcile income to net cash provided by
      (used in) operating activities:
        Depreciation and Amortization                                      77,470       12,044
        (Gain) on Sale of Fixed Assets                                          0      (77,577)
        Changes in Operating Assets and Liabilities -
            (Increase) Decrease in Accounts Receivable                    (25,746)     109,122
            (Increase) in Other Assets                                    (26,761)     (40,561)
            Decrease (Increase) in Prepaid Expenses                        19,483     (264,596)
            (Decrease) in Accounts Payable and Accrued Expenses            (8,469)    (387,573)
                                                                      ------------  -----------

     CASH (USED IN) OPERATING ACTIVITIES BEFORE
     DISCONTINUED OPERATIONS                                              449,091     (194,013)

     CASH (USED IN) PROVIDED BY  DISCONTINUED OPERATING ACTIVITIES              0            0
                                                                      ------------  -----------
     NET CASH (USED IN) OPERATING ACTIVITIES                              449,091     (194,013)
                                                                      ------------  -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Deposits on Purchase of Palm Beach Princess Mortgage                 (500,000)    (500,000)
    Proceeds from Auction of Garden State Park Fixed Assets                          1,189,755
    Capital Expenditures                                                  (26,407)    (155,345)
    Loans made on Development Projects                                          0     (365,000)
    (Increase) Decrease in Other Investment Activity                      (91,510)           0
                                                                      ------------  -----------
     CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES
     BEFORE DISCONTINUED INVESTING ACTIVITIES                            (617,917)     169,410
     CASH PROVIDED BY (USED IN) DISCONTINUED INVESTING ACTIVITIES               0            0
                                                                      ------------  -----------
     NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES                 (617,917)     169,410
                                                                      ------------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from Short-Term Loans                                              0            0
    Principal Payments on Short Term Notes                                   (776)           0
    Decrease in Balances Due to/From Subsidiaries                             216      193,228
                                                                      ------------  -----------
     CASH  PROVIDED BY FINANCING ACTIVITIES
     BEFORE DISCONTINUED FINANCING ACTIVITIES                                (560)      193,228
     CASH (USED IN) DISCONTINUED FINANCING ACTIVITIES                        (216)            0
                                                                      ------------  -----------
     NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                     (776)      193,228
                                                                      ------------  -----------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                     (169,602)      168,625
          LESS CASH AND CASH EQUIVALENTS  FROM
            DISCONTINUED OPERATIONS                                           216       (11,832)
     CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD
     BEFORE DISCONTINUED OPERATIONS                                       796,610     1,361,287
                                                                      ------------  -----------

     CASH AND CASH EQUIVALENTS AT END OF THE PERIOD                  $    627,224   $ 1,518,080
                                                                      ============  ===========

     Supplemental Disclosures of Cash Flow Information:
        Cash paid during the period for:
        Interest                                                     $          0  $         0
        Income Taxes                                                 $          0  $         0
</TABLE>


See Notes to Consolidated Financial Statements.

                                        5


<PAGE>


                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     BASIS OF PRESENTATION

     The  accompanying  consolidated  financial  statements  have been  prepared
assuming   International    Thoroughbred   Breeders,   Inc.   and   subsidiaries
(collectively,  the "Company") will continue as a going concern. As described in
Note 5 below we entered into a Master Settlement  Agreement to purchase from the
Chapter 11 Trustee for the Bankruptcy Estate of Robert E. Brennan the promissory
note of MJQ Corporation  for $13.75  million.  Should the Company not be able to
obtain the financing necessary to make the balloon payment scheduled for January
6, 2003 in the amount of $9.75 million,  it may lose its only operating business
and source of revenues and will forfeit the $4 million in deposit  payments.  To
date the Company has not been able to obtain such financing.

     On  October  25,  2002 the  Company  received  a Letter of  Interest  for a
proposed $8 million  financing,  subject to additional due diligence.  Principal
and  interest  of  7%  per  annum  would  be  due  monthly,  based  on a 5  year
amortization,  with a balloon payment due 3 years from closing. Additionally the
bank would  take a security  interest  (which  may be  subordinated  to up to $3
million in prior  liens) in our $10 million note due from the sale of our Garden
State Park  property.  It is the  Company's  intent to borrow an  additional  $2
million on this note to satisfy the entire  payment of $9.75  million due to the
Trustee for the purchase of the Ship Mortgage.

     Other possible sources of cash include the promissory note we received when
we sold our Las Vegas real property in May 2000 in the amount of $23 million. We
may  attempt  to  borrow  on this  Note but such  borrowing  is  expected  to be
difficult to obtain as the timing and amounts of payments under the Note remains
unpredictable.

     The financial  statements do not include any adjustments  that might result
from the outcome of these uncertainties.

     (A) Nature of  Operations - We are  currently  engaged in an  entertainment
cruise and casino ship business under a bareboat  charter of the vessel M/V Palm
Beach Princess (the "Palm Beach  Princess").  The Palm Beach  Princess  performs
fourteen cruises weekly, that is, a daytime and an evening cruise each day. Each
cruise is of five to six hours  duration.  During  each  cruise,  the Palm Beach
Princess offers a range of amenities and services to her passengers, including a
full casino, sit-down buffet dining, live musical shows,  discotheque,  bars and
lounges,  swimming pool and  sundecks.  The casino  occupies  15,000 square feet
aboard the ship and is equipped with approximately 400 slot machines,  all major
table games (blackjack, dice, roulette and poker), and a sports wagering book.


     (B)  Principles of  Consolidation  - The accounts of all  subsidiaries  are
included in the consolidated financial statements.  All significant intercompany
accounts and transactions have been eliminated in consolidation.


                                        6

<PAGE>


                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

     (C)  Classifications  - Certain prior years' amounts have been reclassified
to conform with the current years' presentation.

     (D)  Depreciation and Amortization - Depreciation of property and equipment
were computed by the  straight-line  method at rates  adequate to allocate their
cost or adjusted fair value in accordance  with  generally  accepted  accounting
principles over the estimated remaining useful lives of the respective assets.

     (E) Net Assets of Discontinued  Operations - At September 30, 2002 and June
30, 2002,  the  remaining  net assets and  liabilities  of Garden State Park and
Freehold Raceway were classified as "Net Assets of Discontinued Operations."

     (F) Revenue  Recognition - The Company  recognized the revenues  associated
with the casino operation on the Palm Beach Princess as they were earned.

     (G) Cash and Cash  Equivalents  - The Company  considers  all highly liquid
investments  with  an  original  maturity  of  three  months  or less to be cash
equivalents.

     (H) Concentrations of Credit Risk - Financial instruments which potentially
subject  the  Company  to  concentrations  of  credit  risk  are  cash  and cash
equivalents.  The Company places its cash  investments  with high credit quality
financial  institutions  and  currently  invests  primarily  in U.S.  government
obligations that have maturities of less than 3 months. The amount on deposit in
any one institution that exceeds  federally  insured limits is subject to credit
risk.

     (I)  Use  Of  Estimates  -  The  preparation  of  financial  statements  in
conformity with generally accepted accounting  principles requires management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities and disclosure of contingent  assets and liabilities at the dates of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting periods. Actual results could differ from those estimates.

     (J) Net Income per Common  Share - Income per common  share is  computed by
dividing  net income by the  weighted  average  number of shares of common stock
outstanding.  Options and warrants to purchase  4,046,500 and 3,104,000  shares,
respectively,  of Common Stock at various prices per share, for the three months
ended  September  30,  2002 and 2001,  respectively,  were not  included  in the
computation  of income per share because the exercise price of those options and
warrants were above market value.

(2)  NOTES RECEIVABLE

     A portion  of the  proceeds  from the sale of the  non-operating  former El
Rancho  Hotel and  Casino in Las Vegas to  Turnberry/Las  Vegas  Boulevard,  LLC
("Turnberry") on May 22, 2000 was used by us to purchase a Turnberry  promissory
note in the face amount of  $23,000,000.  The interest rate under such note will
be  adjusted  from time to time  since the  interest  actually  payable  will be
dependent  upon,  and payable solely out of, the buyer's net cash flow available
for distribution to its equity owners  ("Distributable  Cash"). After the equity
investors in the buyer have received total  distributions equal to their capital
contributions plus an agreed upon return on their invested capital, the next $23
million of

                                        7

<PAGE>


                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Distributable Cash will be paid to us. We will thereafter receive payments under
the note equal to 33 1/3% of all  Distributable  Cash until the  maturity  date,
which occurs on the 30th anniversary of our purchase of the note. We may convert
the promissory note, at our option,  into a 33 1/3% equity interest in the buyer
during a six month period  beginning at the 15th  anniversary of the issuance of
the note.  If not then  converted,  the note will  convert into a 33 1/3% equity
interest in the buyer at the 30th anniversary of its issuance.

     A portion of the proceeds  from the sale on November 30, 2000 of our Garden
State Park property in Cherry Hill, New Jersey, to Realen-Turnberry/Cherry Hill,
LLC ("Realen")  was paid in the form of a promissory  note in the face amount of
$10 million (the  "Note.")  Under the Note,  the interest  rate will be adjusted
from time to time since the interest  actually  payable will be dependent  upon,
and payable solely out of, the buyer's net cash flow available for  distribution
to its equity owners ("Distributable  Cash"). After the buyer's equity investors
have received aggregate  distributions equal to their capital contributions plus
an agreed  upon  return  on their  invested  capital,  the next $10  million  of
Distributable Cash will be paid to us. We will thereafter receive payments under
the Note equal to 33 1/3% of all  Distributable  Cash until the  maturity  date,
which occurs on the 15th anniversary of the issuance of the Note. We may convert
the  promissory  note, at our option,  into a 33 1/3% equity  interest in Realen
during the six month period prior to the 15th anniversary of the issuance of the
Note. If not then  converted,  the Note will be payable at maturity on said 15th
anniversary  in an  amount  equal to (i) the  difference,  if any,  between  $10
million and total payments previously made to us under the Note and (ii) 33 1/3%
of any excess of the fair market  value of  Realen's  assets over the sum of its
liabilities  (other than the Note) and any unreturned  equity  investment of its
owners.

     In  addition,  we sold two large  bronze  sculptures  located at the Garden
State Park  property to Realen,  in exchange  for Realen's  promissory  note due
November 30, 2002, in the principal  amount of $700,000.  The Chapter 11 Trustee
for the  Bankruptcy  Estate of  Robert E.  Brennan  claimed  ownership  of those
sculptures,  and we settled the  resulting  litigation  over the  sculptures  by
agreeing that the first $350,000 in principal payments made by Realen under such
note would be remitted to the Brennan Bankruptcy Trustee (together with one-half
of the interest paid by Realen under such note).  The remaining  $350,000 of the
$700,000 note is  classified in other current  assets on our balance sheet as of
June 30, 2002. As part of the settlement of the sculpture litigation,  the party
who sold us the  sculptures,  agreed to reduce the amount of our  obligation for
payment of the balance of the sculpture price  (described in Note 4(A) below) by
the same principal amount, $350,000, given up by us to the Trustee.



                                        8

<PAGE>


                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

(3)  DEPOSITS AND OTHER ASSETS

     The following items are classified as deposits and other assets (See Note 8
- Related Party Transactions):
<TABLE>

                                                                               September 30,   June 30,
                                                                                   2002          2002
                                                                              ------------   -----------
<CAPTION>
<S>                                                                          <C>            <C>
Loans including accrued interest to the Ft Lauderdale Project                $   2,450,659  $  2,526,074

Loans including accrued interest to the Golf Course Project in California          877,503       911,169

Loans to the South American Gaming Projects                                        349,472       349,472

Deposits on Port Lease                                                             125,000        75,000

Accounts Receivable from MJQ Corporation                                           864,588       521,583

Accounts Receivable from Frank Leo                                                  21,262        13,804

Accounts Receivable from Francis W Murray                                           20,563        19,236

Other Misc. Assets                                                                  46,489        25,252

Assets Assigned from Leo Equity Group, Inc. (See Note 8):

Note Receivable from Michael J Quigley III *                                     2,600,749     2,600,749

Accounts Receivable from MJQ Corp                                                   21,000        21,000

Accounts Receivable from Ft Lauderdale Project                                       8,000         8,000

Loans to Francis W Murray                                                           93,000        93,000

Accounts Receivable from GMO Travel                                                113,500       113,500
                                                                              ------------   -----------
         Total Deposits and Other Assets                                     $   7,302,180  $  7,277,839
                                                                              ============   ===========
</TABLE>

* The note receivable from Michael J. Quigley III is non-recourse  except to his
stock in MJQ  Corporation.  If the Company  consummates its purchase of stock in
MJQ  Corporation  from Mr.  Quigley,  the  Company  will assume that debt of Mr.
Quigley and accordingly would not receive cash in payment of this receivable.


                                        9

<PAGE>


                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

(4)  DISCONTINUED OPERATIONS

     The  net  assets  of the  operations  to be  disposed  of  included  in the
accompanying  consolidated  balance sheets as of September 30, 2002 and June 30,
2002 consist of the following:

                                              September 30, June 30,
                                                   2002       2002
                                                ---------  -----------
Classified As:
Current Assets                                 $  414,951 $    415,166
Current Liabilities                             (293,998)    (291,597)
Deferred Income                                       -0-          -0-
                                                ---------   ----------
    Net Assets of Discontinued Operations      $  120,953 $    123,569
                                                =========   ==========

(4)  NOTES AND MORTGAGES PAYABLE

     Notes and Mortgages Payable are summarized below:
<TABLE>

                                                           September 31, 2002          June 30, 2002
                                                     ---------------------------   ----------------------
                                        Interest
                                          % Per
                                          Annum          Current      Long-Term      Current    Long-Term
                                      -------------  --------------  -----------   -----------  ---------
<CAPTION>
<S>                                         <C>      <C>            <C>           <C>           <C>
International Thoroughbred
Breeders Inc.:

MCJEM, INC. (A)                                 15%  $      132,000 $      -0-    $    132,000  $     -0-
Michael J. Quigley, III (B)                     10%         900,000        -0-         900,000        -0-
First Insurance Funding Corp.(C)              6.95%         314,677        -0-             -0-        -0-
Other                                       Various           3,661        -0-          30,280        -0-

Garden State Park:

Service America Corporation (D                   6%         160,000        -0-         160,000        -0-
                                                      -------------   --------     -----------   --------
    Totals                                           $    1,510,338 $      -0-    $  1,222,280  $     -0-
Less:
Net Liabilities of Discontinued
  Operations - Current                                    (160,000)        -0-       (160,000)        -0-
                                                      -------------   --------     -----------   --------
    Totals                                           $    1,350,338 $      -0-    $  1,062,280  $     -0-
                                                      =============   ========     ===========   ========
</TABLE>

     (A) Our promissory  note payable to MCJEM,  INC.  represents the balance of
the  purchase  price  owing from our  purchase  of two large  bronze  sculptures
located on the Garden State Park property.

                                       10

<PAGE>


                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

     (B) On January 26, 2001,  we borrowed  $1,000,000  from Michael J. Quigley,
III at an annual  interest  rate of 10%.  Principal and interest on the note was
due on or about April 25, 2001. On May 14, 2001, the loan was modified to be due
on demand.  As collateral  for the loan, we pledged the $10 million  Realen Note
and the $23 million note issued to us by Turnberry (the  "Turnberry  Note").  On
February 20, 2002 Mr. Quigley released his security  interest in the Realen Note
in connection with the Master  Settlement  Agreement with,  among other parties,
Donald F. Conway,  the Chapter 11 Trustee for the Bankruptcy Estate of Robert E.
Brennan (the "Trustee"). (See Note 5.)

     (C) Our  directors  and  officers  liability  policy was  financed by First
Insurance  Funding  Corp.  for a $314,677  one year  promissory  note at a 6.95%
interest rate.

     (D) In  connection  with the January 28,  1999 lease  transactions  for the
Garden State Park facility,  the Company  purchased  equipment located at Garden
State Park and a liquor license owned by an  unaffiliated  third party,  Service
America  Corporation  (the "Holder"),  for $500,000  financed by a five (5) year
promissory note at a 6% interest rate. Yearly principal payments of $80,000 plus
interest are due on December 28, 2002 and December 28, 2003.

(5)  COMMITMENTS AND CONTINGENCIES

     See Note 8 for additional  commitments and contingencies of the Company and
transactions with related parties.

     Effective December 1, 2000, we entered into a five-year employment contract
with Francis W. Murray, our Chief Executive  Officer.  The contract provides for
annual compensation of $395,000,  a $1,500 monthly automobile expense allowance,
a country club annual dues allowance and travel and entertainment reimbursements
for business expenses reasonably incurred by him in addition to participation in
various other  benefits  provided to our  employees.  As part of his  employment
contract,  Mr. Murray was awarded  options to purchase  2,000,000  shares of our
Common Stock.

     We are responsible for remediation  costs  associated with an environmental
site on the Freehold Raceway property. We have accrued what we believe to be the
total cost of remediation.  At September 30, 2002, the remaining balance of such
accrual was $130,398 for remediation  costs. These accrued costs are expected to
be incurred during the next twenty months.

     In connection with the January 28, 1999 lease  transactions  for the Garden
State Park  facility,  we purchased a liquor  license  owned by an  unaffiliated
third party,  Service America  Corporation,  for $500,000 financed by a five (5)
year  promissory  note at a 6% interest  rate. At September 30, 2002, the unpaid
principal  balance was  $160,000.  Yearly  principal  payments  of $80,000  plus
interest are due on December 28, 2002 and December 28, 2003.

     Effective  February  20,  2002  (See  Note  ),  we  entered  into a  Master
Settlement  Agreement  with the  Chapter  11  Trustee  (the  "Trustee")  for the
Bankruptcy  Estate of Robert E. Brennan and a related Stock Purchase  Agreement,
and,  through our Palm Beach  Princess,  Inc.  subsidiary,  a Purchase  and Sale
Agreement, described below. These agreements followed many months of negotiation
with the  Trustee of the details of the  transactions  outlined in the letter of
intent that had been signed by the parties  effective  April 30, 2001. It was on
the basis of the letter of intent, initially, and then the Master Settlement

                                       11

<PAGE>


                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Agreement  that we have been  operating  the vessel M/V Palm Beach  Princess and
conducting a casino cruise business since April 30, 2001.

     As permitted by the Master Settlement  Agreement with the Trustee,  we have
entered into a bareboat charter with MJQ Corporation,  pursuant to which we have
chartered  the vessel M/V Palm Beach  Princess  for the  purpose of  operating a
casino cruise business from the Port of Palm Beach, Florida.  Under the bareboat
charter  agreement,  we are obligated to pay $50,000 per month as a charter hire
fee  to the  vessel's  owner,  MJQ  Corporation.  Other  parties  to the  Master
Settlement Agreement include MJQ Corporation, Leo Equity Group, Inc. and Francis
W. Murray,  our Chairman,  who is also a director and officer of MJQ Corporation
and has purchased the stock of MJQ Corporation  (See Note 9-F) and a director of
Leo Equity Group, Inc. (See Note 8, Related Party Transactions and 9-D.)

     In accordance with the Master Settlement Agreement,  through our Palm Beach
Princess,  Inc.  subsidiary we entered into a Purchase and Sale Agreement  which
provides  for our  purchase  from  the  Trustee  of the  promissory  note of MJQ
Corporation,  having  an  outstanding  balance  of  principal  and  interest  of
approximately  $15.7  million as of June 30, 2002 and secured by a ship mortgage
against  the M/V Palm Beach  Princess  (the  "Ship  Mortgage  Obligation").  The
purchase price payable by us for the Ship Mortgage Obligation is $13.75 million.
We began making  payments on account of such purchase price  effective April 30,
2001, in monthly installments of $250,000.  Such monthly installments  continued
under the terms of the Purchase  and Sale  Agreement  through July 31, 2002,  at
which time a $9.75 million balloon payment was to be due.  However,  before July
31, 2002,  we exercised  our right to extend the time for payment of the balance
of the purchase price for up to three (3) additional months, to October 31,2002,
by paying $70,000 for the first one month extension,  an additional  $80,000 for
the second  month  extension  and an  additional  $100,000  for the third  month
extension , which additional  payments will not be credited towards the purchase
price.  On October 30,  2002,  the Master  Settlement  Agreement  was amended to
provide for a further extension of the due date for payment of the $9.75 million
balance under the Purchase and Sale Agreement until January 6, 2003,  subject to
our payment of $220,000 as an extention fee in two installments of $110,000, the
first of which has been paid on October 30, 2002,  the second of which is due on
December 1, 2002. In the event that the balloon  payment is not made when due on
the  extended  date of January 6, 2003 (or any other  default on our part occurs
which is not cured within the applicable  grace period),  at the election of the
Trustee all of our monthly  $250,000  payments  (which would total $4.0 million)
would be forfeited as liquidated damages and the Trustee would have the right to
take possession and control of the vessel M/V Palm Beach Princess,  but we would
not have any further  liability for any unpaid  balance of the purchase price of
the Ship Mortgage Obligation. The Trustee would also have the right to take over
operating assets used in connection with the vessel,  including the onboard cash
bank, inventories,  supplies and equipment, and the Trustee would assume current
liabilities including trade debt and payroll. In the event the current assets so
acquired by the Trustee are less than the amount of the current  liabilities  so
assumed by the Trustee, we would be liable to the Trustee for such deficiency.

     The second agreement which we entered into with the Trustee pursuant to the
Master Settlement Agreement is a Stock Purchase Agreement. Under this Agreement,
which  superseded  all prior  agreements and  understandings  between us and the
Trustee for the purchase of our common stock held or claimed by the Trustee,  we
agreed to purchase up to approximately 2,235,000 shares of our common stock at a
purchase price of $0.50 per share on July 11, 2002. We desired to purchase these
shares in order to preserve our net operating loss carryforwards which otherwise
may be lost if the  shares  are  transferred.  As  collateral  security  for our
payment of the purchase price for these shares, we have granted to the

                                       12

<PAGE>


                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Trustee a security  interest in all proceeds of  (including  all  payments  that
might be made in the future  under) the $10 million  Realen  Note,  described in
Note 2 above (in  connection  with which  Michael J.  Quigley,  III released his
prior security interest in the Realen Note).

     We did not pay the  purchase  price under the Stock  Purchase  Agreement on
July 11, 2002 (which price, at that date, was $892,500 for 1,785,000 shares). On
October 30, 2002,  the Stock  Purchase  Agreement  was amended to provide for an
extension of the due date on the purchase of the shares until  December 13, 2002
at which time the Trustee has agreed to accept  payment of the purchase price in
the form of a twelve month promissory note bearing interest at 9%.

     Through  a  subsidiary,  we have  negotiated  with the  Port of Palm  Beach
District a new operating  agreement  and lease of space in a new office  complex
constructed at the Port of Palm Beach adjacent to a new cruise terminal.  We are
required  to make  tenant  improvements  to the  new  space,  estimated  to cost
approximately $600,000,  construction of which was to have commenced by July 30,
2002. While we have obtained a commitment for the construction financing, we had
not begun  construction  by July 30, 2002 and  received a notice from the Port's
attorney  asserting  that we may be in  default  in that  regard.  We  intend to
proceed with  construction  of the required  improvements to the leased space in
due course and expect to be able to cure the potential default. We will have the
right to a credit of up to $333,000 of  construction  costs  against the initial
term of our five year lease.

     In other  transactions  related  to our  acquisition  of the Ship  Mortgage
Obligation,  we entered into an agreement to purchase the outstanding  shares of
stock  in Leo  Equity  Group,  Inc.,  and  another  agreement  to  purchase  the
outstanding  shares in MJQ Corporation,  in order to acquire control of the Palm
Beach Princess  business on a long-term basis. Leo Equity Group,  Inc. owned the
agreement with the Port of Palm Beach under which the Palm Beach Princess vessel
has been  operating,  and by our  agreement  to purchase the stock in Leo Equity
Group,  Inc.,  the  shareholder  of Leo Equity  Group,  Inc. has permitted us to
negotiate a new long-term agreement with the Port which would replace Leo Equity
Group's  agreement with the Port.  Further,  the term of our bareboat charter of
the  vessel  from MJQ  Corporation  was  scheduled  to expire on July 31,  2002.
Therefore,  by agreeing to contract for the purchase of the shares of Leo Equity
Group, Inc. and MJQ Corporation, we are in a position to control both the rights
to the Port  agreement and the  ownership of the vessel  itself  (subject to the
rights of the  Trustee to take over such assets if we fail to pay the balance of
the purchase price for the Ship Mortgage Obligation when due).

     The purchase price we have agreed to pay for the stock in Leo Equity Group,
Inc. is $250,000,  payable in ten  consecutive  monthly  installments of $25,000
each, without interest. As further  consideration,  we also agreed to reduce the
exercise price of the seller's  previously  granted options to purchase  200,000
shares of our common stock, to $0.50 per share. In  consideration of the sale to
us of the  stock in MJQ  Corporation,  we  agreed  to  assume  $3.7  million  of
indebtedness owing by MJQ Corporation's sole stockholder,  of which $1.1 million
is owing to Francis W. Murray,  our  Chairman,  and $2.6 million is owing to Leo
Equity Group,  Inc. Leo Equity Group,  Inc.  agreed to assign its rights to such
$2.6 million receivable as described in Note 8, Related Party Transactions,  and
therefore our assumption of the foregoing indebtedness to Leo Equity Group, Inc.
will not entail any cash  payment.  Mr.  Murray has  indicated  that he would be
willing to defer payment of all or a portion of the assumed  indebtedness  owing
to him. Terms for the satisfaction of such indebtedness have not yet been worked
out between us and Mr. Murray See Note 8 below, Related Party Transactions.


                                       13

<PAGE>


                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

     In addition to the  commitments  described  above, we are in the process of
negotiating other potential acquisitions of gaming related businesses in foreign
countries. While we explore each business opportunity,  including performance of
due diligence,  and pending negotiation of definitive  agreements,  we have lent
approximately $600,000 to persons and entities having rights to certain of these
gaming  opportunities.  If such  acquisitions  are concluded,  the businesses in
foreign  countries would involve a significant  additional  investment and would
entail substantial risks (including  political risks). There can be no assurance
that definitive  agreements will be concluded or that we would be able to obtain
necessary  funds to proceed,  and there is no assurance  that we will be able to
recover our loans should we not proceed.

LEGAL PROCEEDINGS

     We are a defendant in various lawsuits incidental to the ordinary course of
business.  It is not  possible to  determine  with any  precision  the  probable
outcome or the amount of liability,  if any, under these lawsuits;  however,  in
the opinion of the Company and its counsel,  the  disposition  of these lawsuits
will not have a material  adverse effect on our financial  position,  results of
operations, or cash flows.

(6)  FAIR VALUE OF FINANCIAL INSTRUMENTS

     As of  September  30,  2002,  in  assessing  the fair  value  of  financial
instruments, we have used a variety of methods and assumptions, which were based
on  estimates of market  conditions  and loan risks  existing at that time.  For
certain instruments, including cash and cash equivalents, investments, non-trade
accounts  receivable and loans,  and short-term  debt, it was estimated that the
carrying amount  approximated  fair value for the majority of these  instruments
because of their  short-term  maturity.  The carrying  amounts of long term debt
approximate  fair value since our interest rates  approximate  current  interest
rates that would be available to us in the market place.

     Management  believes that the carrying  amounts of the two long-term  notes
receivable  approximate  fair value and will continue to evaluate the fair value
of these instruments.

(7)  STOCK OPTIONS AND WARRANTS

     (A)  EMPLOYEE AND NON-EMPLOYEE OPTIONS

     At September 30, 2002,  total employee  options  outstanding were 3,111,500
and total non-employee  options outstanding were 225,000. At September 30, 2001,
3,136,500  of the  employee  options  and 300,000 of the  non-employee  options,
respectively, were exercisable.

     (B)  WARRANTS

     At  September  30, 2002,  total  warrants  outstanding  were  710,000.  All
warrants were exercisable at September 30, 2002.

(8)  RELATED PARTY TRANSACTIONS

     During the third  quarter of Fiscal  2001,  we invested in two  projects in
which our Chairman,

                                       14

<PAGE>


                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

President and Chief Executive Officer,  Francis W. Murray,  also has a pecuniary
interest.  In connection with one such project,  the Board of Directors approved
advances, as loans, of up to $1.5 million, the proceeds of which were to be used
to pay  costs  and  expenses  for  development  of a  golf  course  in  Southern
California. A limited partnership,  the general partner of which is owned by Mr.
Murray,  has  acquired  an option to  purchase  certain  real estate in Southern
California  on which it  intends to  construct  a golf  club.  The  project is a
long-term  one,   requiring   environmental,   engineering  and  other  studies,
regulatory approvals, other governmental entitlements and substantial additional
funding.  Loans by us to the limited partnership will bear interest at an annual
rate of 12%,  and we will have the right to convert  our loans into a 50% equity
interest in the limited  partnership (which percentage interest would be reduced
if additional  investments by others are made in the limited  partnership).  Mr.
Murray's  equity  interest in the limited  partnership,  indirectly  through his
ownership of the general partner,  as of September 30, 2002, is 64%, and will be
reduced  proportionally  if we  exercise  our right to  convert  our loans  into
equity.  At September 30, 2002,  $735,584 has been loaned to such project and we
have accrued $141,919 of interest due on the loan.

     In the second project, Mr. Murray is participating in the development of an
oceanfront  parcel  of land,  located  in Fort  Lauderdale,  Florida,  which has
received all governmental  entitlements from the City of Fort Lauderdale and the
state of Florida to develop a  14-story  building  to include a 5-story  parking
garage,  approximately  6,000 square feet of commercial  space and a residential
9-story tower. The property owner, MJQ Development  which is owned by Michael J.
Quigley,  III, is developing a  condominium  hotel  resort.  Mr.  Quigley has no
relationship to Robert J. Quigley, one of our directors and former president. At
September 30, 2002, we have lent  $2,034,304 in total to the property  owner and
we have accrued  interest in the amount of $416,355 of interest due on the loan.
These  loans  bear  interest  at 12% and  will  be  repayable  out of the  first
proceeds,   after  payment  of  bank  debts,   generated  by  the  sale  of  the
condominiums. We will have the right to convert our loan into an equity interest
(subject to receiving certain third party approvals),  which would entitle us to
receive a priority  return of our  investment  and a priority  profits  interest
equal to three times our  investment.  Repayment  of these loans (and receipt of
any return if we convert our loans to equity) will be subject to  repayment  of,
first,  bank debt of  approximately  $3.8 million (at  present)  incurred in the
purchase of the real property and, second,  construction  financing  expected to
amount to $25 to $30 million. If the project is successful, Mr. Murray stands to
receive a contingent benefit, which could be substantial, from the owner for his
participation  in the  project,  but only after the  Company  and the owner have
received priority returns of their investment and priority shares of profits.

     On January 26, 2001, we borrowed $1,000,000 from Michael J. Quigley, III at
an annual interest rate of 10%. Principal and interest on the note was due on or
about  April 25,  2001.  On May 14,  2001,  the loan was  modified  to be due on
demand.  As collateral  for the loan, we pledged the $10 million Realen Note and
the $23 million  Turnberry  Note. On February 20, 2002 Mr. Quigley  released his
security  interest in the Realen Note in connection  with the Master  Settlement
Agreement. (See Note 4.)

     Effective  April 30,  2001,  we entered  into a bareboat  charter  with MJQ
Corporation,  pursuant  to which we are  chartering  the  vessel  M/V Palm Beach
Princess for the purpose of operating an  entertainment  casino cruise  business
from the Port of Palm Beach, Florida. Michael J. Quigley, III was a principal of
MJQ Corporation. In October 2002, Francis W. Murray, our Chairman, President and
Chief Executive  Officer  purchased the stock of MJQ Corporation and has been an
officer and director of MJQ Corporation.  Francis X. Murray,  the son of Francis
w. Murray, is President and a director of MJQ Corporation and

                                       15

<PAGE>


                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

President of our  subsidiary,  Palm Beach  Princess,  Inc.,  which  operates the
vessel.  Under the bareboat charter  agreement,  we are obligated to pay $50,000
per month as the charter hire fee to MJQ Corporation. All costs of operating the
vessel  incurred by MJQ  Corporation on our behalf are to be reimbursed by us to
MJQ Corporation. In addition, as described in Note 5 above, we have entered into
an  amended  Master  Settlement  Agreement  with the  Chapter  11 Trustee of the
Bankruptcy  Estate of Robert E. Brennan,  MJQ Corporation and others to purchase
from the Trustee  the Ship  Mortgage  Obligation  of MJQ  Corporation,  having a
balance of principal and interest  outstanding of approximately $15.7 million as
of September 30, 2002 for a purchase  price of $13.75  million.  Pursuant to the
Master  Settlement  Agreement,  MJQ  Corporation  and its officers and directors
(including  Francis W. Murray and his son)  exchanged  mutual  releases with the
Trustee and others having claims to the Ship Mortgage Obligation.

     Also, as set forth in Note 5 above,  in separate  transactions,  we entered
into  agreements to purchase all of the shares of  outstanding  stock of each of
MJQ  Corporation  and Leo Equity  Group,  Inc.  Mr.  Francis W.  Murray is as of
October 2002, the owner of MJQ  Corporation and has been an officer and director
of MJQ Corporation and a director of Leo Equity Group,  Inc. In consideration of
the sale of the MJQ  stock to us,  we have  agreed to  assume  $1.1  million  of
indebtedness  owing by Michael  J.  Quigley,  III to Francis W.  Murray and $2.6
million of  indebtedness  owing by Michael J. Quigley to Leo Equity Group,  Inc.
Since Leo Equity Group,  Inc. is assigning its right to receive  payment of such
$2.6 million of  indebtedness to us as payment of the success fee charged to Leo
Equity Group, Inc. in connection with the Master Settlement  Agreement described
below, no cash outlay is expected to be made in assuming the indebtedness  owing
to that  entity.  Mr.  Murray  has  indicated  that he would be willing to defer
payment  of all or a portion of the  assumed  indebtedness  owing to him.  Final
terms for satisfaction of such indebtedness have not yet been completed. Closing
on the Leo Equity Group,  Inc.  purchase occurred on October 15, 2002 ( See Note
9-D). The purchase  price payable by us for the stock in Leo Equity Group,  Inc.
is $250,000,  payable  without  interest in 10 monthly  installments  of $25,000
each. We also agreed to reduce the exercise price of previously  granted options
held by the seller, Frank A. Leo (our former director and chairman), to purchase
200,000  shares of our  common  stock,  from $4.00 per share to $0.50 per share,
while  conditioning  exercise of such options upon our first having  consummated
the purchase of the shares required to be purchased by us from the Trustee under
the  Stock  Purchase  Agreement.   The  purpose  of  our  contracting  for  such
acquisitions  is to enable us to continue the Palm Beach Princess  business on a
long term basis,  subject to our ability to finance the balance of the  purchase
price for the Ship Mortgage Obligation due to the Trustee.

     The  Master  Settlement  Agreement  with the  Chapter  11  Trustee  for the
Bankruptcy  Estate of Robert  E.  Brennan  included  a final  settlement  by the
Trustee with numerous parties. Among those parties were Frank A. Leo, Leo Equity
Group,  Inc.,  Michael J.  Quigley III and MJQ  Corporation.  During the quarter
ended March 31, 2002 we charged Leo Equity Group  $3,000,000 and MJQ Corporation
$1,000,000  for their  portion of expenses  incurred by us and a success fee for
the efforts of International  Thoroughbred Breeders, Inc. in connection with the
final  settlement  with the Trustee.  Leo Equity Group,  Inc. has assigned to us
certain  receivables  in the  approximate  amount of $3 million,  including  the
receivables  of  approximately  $2.6 million due it from Michael J. Quigley III,
for  payment  of this  obligation.  We  have  deferred  all  income  from  these
transactions until such time as payment is received.

     On July 12, 2002, we borrowed  $300,000 from Francis W. Murray at an annual
interest rate of 6%. The note is due on demand and interest is payable monthly.


                                       16

<PAGE>


                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

     For  additional   information  regarding  related  party  transactions  see
Footnote 15 in the consolidated  financial  statements included in the Company's
Form 10-K for the fiscal year ended June 30, 2002.

(9)  SUBSEQUENT EVENTS

     (A) The  Company  did  not  pay the  purchase  price  for the  stock  to be
purchased  by it in July,  2002,  under the Stock  Purchase  Agreement  with the
Chapter 11 Trustee for the Bankruptcy Estate of Robert E. Brennan. The number of
shares to be  purchased  at that time is believed to be  1,785,000  shares,  the
purchase price of which was $892,500.  The Stock Purchase  Agreement was amended
on October 30, 2002 whereby the Company agreed to buy up to 3,793,146  shares at
$.50 per share and the Trustee  would  accept  payment in 12 equal  installments
beginning December 13, 2002 with interest at 9%. The purchase price per share is
to be $.50 per share.

     (B) Under the Purchase and Sale Agreement between the Company's subsidiary,
Palm Beach Princess, Inc., and the Brennan Chapter 11 Trustee, a balloon payment
of $9.75  million  originally  was  scheduled  to be due on July 31,  2002.  The
Company  exercised its right under the Purchase and Sale Agreement to extend the
time for payment  thereof  until  October 31,  2002.  On October 30,  2002,  the
Purchase and Sale Agreement was amended to extend the closing date to January 6,
2003.  See Note 5. There is a substantial  risk that the Company may not be able
to  borrow  the  necessary  funds in order to make the  balloon  payment  by the
extended closing date of January 6, 2003 in which case the Trustee may terminate
the Company's  bareboat  charter of the M/V Palm Beach  Princess and the Company
may lose its only operating business.

     (C) The Company and MJQ Development,  LLC (the entity  developing the ocean
front property in Ft.  Lauderdale) have agreed in principle to a transaction for
MJQ  Development,  LLC to acquire our  receivable for the golf course project in
Southern California.

     (D) The Company closed on the stock  purchase of Leo Equity Group,  Inc. On
October 15, 2002. (See Notes 5 and 8)

     (E) On October  25, 2002 the  Company  received a Letter of Interest  for a
proposed $8 million  financing,  subject to additional due diligence.  Principal
and  interest  of  7%  per  annum  would  be  due  monthly,  based  on a 5  year
amortization,  with a balloon payment due 3 years from closing. Additionally the
bank would  take a  security  interest  (which  may be  subordinated  to up to 3
million in prior  liens) in our $10 million note due from the sale of our Garden
State Park  property.  It is the  Company's  intent to borrow an  additional  $2
million on this note to satisfy the entire  payment of $9.75  million due to the
Trustee for the purchase of the Ship Mortgage.  There can be no assurances  that
the proposed loan will be received.

     (F) In October 2002,  Francis W. Murray  purchased  all of the  outstanding
stock of MJQ Corporation from Michael J. Quigley III. See Notes 3, 5 and 8.



                                       17

<PAGE>


                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                AND SUBSIDIARIES

                  MANAGEMENT'S ANALYSIS OF FINANCIAL CONDITIONS
                 AND RESULTS OF OPERATIONS FOR THE THREE MONTHS
                            ENDED SEPTEMBER 30, 2002

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

Forward-Looking Statements

     We have made  forward-looking  statements in this Form 10-Q,  including the
information  concerning possible or assumed future results of our operations and
those  preceded  by,  followed by or that include  words such as  "anticipates,"
"believes," "expects,""intends" or similar expressions. For those statements, we
claim the protection of the safe harbor for forward-looking statements contained
in the Private  Securities  Litigation Reform Act of 1995. You should understand
that the following important factors, in addition to those discussed under "Rise
Factors" in our most recent Annual Report on Form 10-K,  could affect our future
results and could cause those results to differ  materially from those expressed
in our forward-looking statements:

          o    general economic and business conditions;
          o    competition;
          o    execution of our new business strategy;
          o    changes in laws regulating the gaming industry;
          o    fluctuations  in  quarterly  operating  results  as a  result  of
               seasonal and weather considerations; and
          o    events  directly or indirectly  relating to our business  causing
               our stock price to be volatile.

Liquidity and Capital Resources

     Cash flow and liquidity  during the three month period ended  September 30,
2002  included  approximately  $1.3 million in cash  generated by the Palm Beach
Princess  operations (prior to cash payments of 500,000 used for the payments to
the Chapter 11 Trustee of the Bankruptcy Estate of Robert E. Brennan). Such cash
flow was used,  in part,  to fund  $500,000  of the  payments  on account of the
purchase price of the Ship Mortgage  Obligation  against the Palm Beach Princess
and $250,000 of extension fees to extend the closing under the Purchase and Sale
Agreement  as  described   below  and  to  explore  other   potential   business
opportunities. We are exploring gaming related business opportunities in various
foreign  countries  and  expect to  continue  to incur  expenses  for  exploring
potential  business  opportunities  in the future.  As of September 30, 2002, we
have made loans of  approximately  $350,000 in relation to the foreign  projects
and an  additional  $90,896  has been  funded and  expensed  in various  foreign
projects  during the three months ended  September  30, 2002.  We are  currently
dependent upon  operations of the Palm Beach Princess  vessel for  substantially
all of our cash flow.  We currently  estimate  that  approximately  $200,000 per
month is needed  from  operation  of the vessel to cover  overhead  expenses  of
International Thoroughbred Breeders, Inc.

     Under our bareboat  charter of the vessel,  we are obligated to pay $50,000
per month as the charter hire fee to the vessel's  owner,  MJQ  Corporation.  In
order to obtain the bareboat  charter,  we  negotiated  and on February 20, 2002
entered into a Master  Settlement  Agreement  with the Chapter 11 Trustee of the
Bankruptcy  Estate of Robert E. Brennan (the  "Trustee"),  MJQ  Corporation  and
others.  Pursuant  to the  Master  Settlement  Agreement  we have  incurred  the
following financial commitments:



                                       18

<PAGE>


                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                AND SUBSIDIARIES

                  MANAGEMENT'S ANALYSIS OF FINANCIAL CONDITIONS
                 AND RESULTS OF OPERATIONS FOR THE THREE MONTHS
                            ENDED SEPTEMBER 30, 2002


          o    For  the  purchase  of the  Ship  Mortgage  Obligation,  we  paid
               $250,000 per month through July 31, 2002, and an additional $9.75
               million balloon payment was due at that time. As permitted by the
               Master Settlement Agreement we have extended the date for payment
               of the balloon  payment on a  month-to-month  basis until October
               31, 2002 by paying extension fees of $70,000 for the first month,
               an  additional  $80,000  for the second  month and an  additional
               $100,000  for the third month.  On October 30,  2002,  the Master
               Settlement  Agreement  was  amended  to  provide  for  a  further
               extension  of the due date for the  Purchase  and Sale  Agreement
               until January 6, 2003 by paying a first  installment  of $110,000
               of a $220,000  extension  fee with the balance due on December 1,
               2002. If we fail to make the balloon payment by the extended date
               of January 6, 2003 or otherwise are in default under the Purchase
               and Sale  Agreement  for the Ship Mortgage  Obligation,  and such
               default is not cured within the applicable grace period, then the
               Trustee may elect to terminate  the bareboat  charter under which
               we operate  the vessel M/V Palm Beach  Princess,  and the Trustee
               would then  retain,  as  liquidated  damages,  all of the monthly
               payments  we  previously  had made but we would  have no  further
               liability   for  payment  of  the  purchase   price.   Upon  such
               termination,  we also  would be  liable  to the  Trustee  for any
               amount by which the  current  liabilities  assumed by the Trustee
               pursuant to the  Purchase and Sale  Agreement  exceed the current
               assets acquired by the Trustee.

          o    We were obligated to purchase  approximately  1,785,000 shares of
               our common  stock from the Trustee at $0.50 per share  (aggregate
               purchase price of approximately  $892,500),  on July 11, 2002. On
               October 30, 2002,  the Stock  Purchase  Agreement  was amended to
               provide for an  extension  of the due date on the purchase of the
               shares until on December  13, 2002 whereby the Company  agreed to
               buy up to  3,793,146  shares at $.50 per  share  and the  Trustee
               would accept payment in 12 equal installments  beginning December
               13, 2002 with interest at 9%. The purchase  price per share is to
               be $.50 per share.

     We also are committed to making the tenant improvements to new office space
at the Port of Palm  Beach.  The cost of such  improvements  is  expected  to be
approximately  $600,000.  We have received a commitment  for financing such cost
and expect that funding will be available before November 30, 2002.

     We will need to obtain  approximately  $10 million in financing in order to
make the balloon  payment of the purchase price of the Ship Mortgage  Obligation
due on January  6, 2003.  We are  seeking  financing  in order to fully pay such
obligation  to the Trustee.  Failure to obtain such  financing may result in the
loss of our only operating business and source of working capital.

     Substantially  all of our revenues are currently derived from our operation
of the M/V Palm Beach  Princess.  The cash flow from operations of the vessel is
seasonal and we may generate excess funds in some months and insufficient  funds
in other  months.  The period July 1st to  December  31st is a  seasonably  slow
period for the vessel  operation.  The period from  January 1st to June 30th has
been a period of increased  activity and profits for the vessel.  Certain of our
operating costs,  including the charter fee payable to the vessel's owner,  fuel
costs and wages, are fixed and cannot be reduced when passenger loads

                                       19

<PAGE>


                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                AND SUBSIDIARIES

                  MANAGEMENT'S ANALYSIS OF FINANCIAL CONDITIONS
                 AND RESULTS OF OPERATIONS FOR THE THREE MONTHS
                            ENDED SEPTEMBER 30, 2002

decrease or when rising fuel or labor costs  cannot be fully  passed  through to
customers.  Passenger  and gaming  revenues  earned from the vessel must be high
enough to cover such expenses.

     Other possible sources of cash include the two promissory notes we received
when we sold our Garden State Park real  property in November,  2000 and our Las
Vegas real  property  in May,  2000.  One such Note is in the face amount of $10
million,  issued by  Realen-Turnberry/Cherry  Hill,  LLC,  the  purchaser of the
Cherry Hill property (the "$10 Million Note"),  and the other promissory note is
in the face amount of $23 million, issued by Turnberry/Las Vegas Boulevard, LLC,
purchaser of our Las Vegas real  property (the "$23 Million  Note").  Under both
Notes,  interest and  principal  payments  will be dependent  upon,  and payable
solely out of, the obligor's net cash flow  available  for  distribution  to its
equity owners.  After the obligor's  equity  investors  have received  aggregate
distributions equal to their capital contributions plus an agreed upon return on
their invested capital,  the next $10 million of distributable  cash in the case
of the $10 Million Note, and the next $23 million of  distributable  cash in the
case of the $23 Million  Note,  will be paid to us, and following our receipt of
the face amount of the Note we will receive 33 1/3% of all distributable cash of
the obligor  until  maturity  of the Note.  The  probable  timing and amounts of
payments  under these Notes cannot be predicted.  We are attempting to borrow on
these Notes for additional  working capital but such borrowing is expected to be
difficult  to obtain as long as the timing and  amounts  of  payments  under the
Notes remain unpredictable.

     While  management  believes  that the $10 Million  Note and the $23 Million
Note  owned  by us have  substantial  value  and,  ultimately,  should  generate
significant  cash  payments  to us, the  timing of receipt of any such  payments
cannot be accurately predicted and we may not receive substantial payments under
the notes for one year or more.  At the same time,  we have  utilized  available
cash over the last  several  months,  and expect to incur  further  costs in the
development  of projects  which,  while believed by management to be worthwhile,
are expected to take more than one year before generating cash returns to us. We
will seek to  borrow  against  the notes in order to obtain  funds for our short
term obligations and current  expenses and also for capital  expenditures of any
new business we enter.  However,  there can be no assurance that we will be able
to borrow the necessary funds.

     On  October  25,  2002 the  Company  received  a Letter of  Interest  for a
proposed $8 million  financing,  subject to additional due diligence.  Principal
and  interest  of  7%  per  annum  would  be  due  monthly,  based  on a 5  year
amortization,  with a balloon payment due 3 years from closing. Additionally the
bank would  take a security  interest  (which  may be  subordinated  to up to $3
million in prior  liens) in our $10 million note due from the sale of our Garden
State Park  property.  It is the  Company's  intent to borrow an  additional  $2
million on this note to satisfy the entire  payment of $9.75  million due to the
Trustee  for  the  purchase  of the  Ship  Mortgage.  However,  there  can be no
assurances that the proposed financing will be received.

     Our working capital as of September 30, 2002 was a negative ($2,302,247) as
compared to a negative  ($2,200,346)  at June 30, 2002.  The decrease in working
capital during the past three months was primarily  caused by the use of cash to
make  payments of $500,000 on the Ship  Mortgage  Obligation,  pay the extension
fees of $250,000  on the  purchase  and to fund  on-going  development  projects
partially offset by the cash provided by operating activities.


                                       20

<PAGE>


                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                AND SUBSIDIARIES

                  MANAGEMENT'S ANALYSIS OF FINANCIAL CONDITIONS
                 AND RESULTS OF OPERATIONS FOR THE THREE MONTHS
                            ENDED SEPTEMBER 30, 2002

  Results of Operations for the Three Months Ended September 30, 2002 and 2001

     Revenue  from for the three  months  ended  September  30,  2002  increased
$257,493 from  $6,161,682 in Fiscal 2002 to $6,419,175 in Fiscal 2003  primarily
as a result  of  revenues  generated  by the  Palm  Beach  Princess  operations.
Expenses  increased $294,507 from $5,684,554 in the three month period in Fiscal
2002 to  $5,979,061  in Fiscal  2003  primarily  the  result of an  increase  in
financing  costs  primarily  associated  with  the  amended  Purchase  and  Sale
Agreement for the Palm Beach  Princess  operation in the amount of $250,000,  an
increase  in  development   costs  and  a  decrease  in  corporate  general  and
administrative  expenses primarily the result of the relocation costs during the
prior fiscal year.

     Effective  April 30, 2001, we chartered the vessel M/V Palm Beach  Princess
for the purpose of operating an entertainment  and casino cruise business out of
the Port of Palm Beach,  Florida.  During the three months ending  September 30,
2002,  total  revenue from the boat  activities  was  $6,308,088  as compared to
$5,941,037  for the three  months  ended  September  30,  2001.  The increase in
revenue of $367,050 during the comparable  quarters  primarily  resulted from an
increase in casino gaming revenue  primarily the result of an increase in gaming
activity  partially offset by a decrease in passenger fare revenue primarily the
result of a decrease in passenger  count during the comparable  quarters.  Total
expenses before income taxes for the comparable  periods increased $236,425 from
$5,043,299  for the three months ended  September 30, 2001 to $5,279,724 for the
three months ended  September 30, 2002  primarily as a net result of an increase
in marketing and  promotional  costs  associated with the increase in the gaming
activity,  $250,000 in  financing  fees offset by a decrease in other  operating
expenses.  Net income  for the first  quarter of  operation  in Fiscal  2003 was
$1,001,364 as compared to $897,739 in the comparable quarter of Fiscal 2002.

     The Palm  Beach  Princess  performs  fourteen  cruises  weekly,  that is, a
daytime  and an evening  cruise  each day.  Each  cruise is of five to six hours
duration.  During  each  cruise,  the  Palm  Beach  Princess  offers  a range of
amenities  and services to her  passengers,  including a full  casino,  sit-down
buffet dining, live musical shows, discotheque,  bars and lounges, swimming pool
and  sundecks.  The casino  occupies  15,000  square feet aboard the ship and is
equipped with approximately 400 slot machines, all major table games (blackjack,
dice,  roulette and poker),  and a sports wagering book. During Fiscal 2003, out
of the 182  scheduled  cruises,  none were  cancelled as compared to Fiscal 2002
where out of 182 scheduled cruises, 2 were cancelled for weather.

     For the first  quarter of Fiscal 2003,  our income was $413,114 as compared
to income for the  comparable  period in prior  fiscal year of $455,128 or $0.04
per share during each of the comparable quarters.

Inflation

     To  date,  inflation  has  not  had a  material  effect  on  the  Company's
operations.

Item 4. - CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

     We maintain  disclosure controls and procedures that are designed to ensure
that information required

                                       21

<PAGE>


                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                AND SUBSIDIARIES

                  MANAGEMENT'S ANALYSIS OF FINANCIAL CONDITIONS
                 AND RESULTS OF OPERATIONS FOR THE THREE MONTHS
                            ENDED SEPTEMBER 30, 2002

to be disclosed in our Exchange Act reports is recorded,  processed,  summarized
and reported within the time periods specified in the SEC's rules and forms, and
that  such  information  is  accumulated  and  communicated  to our  management,
including  our  chief  executive  officer  and  chief  financial   officer,   as
appropriate,  to  allow  timely  decisions  regarding  required  disclosure.  In
designing and  evaluating  the disclosure  controls and  procedures,  management
recognized  that any controls and  procedures,  no matter how well  designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives,  and  management  necessarily  was required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and procedures. As
of November 14, 2002, we completed an evaluation, under the supervision and with
the  participation of our management,  including our chief executive officer and
chief financial officer, of the effectiveness of the design and operation of our
disclosure controls and procedures.  Based on the foregoing, our chief executive
officer and chief  financial  officer  concluded  that the Company's  disclosure
controls and procedures were effective.

CHANGES IN INTERNAL CONTROLS

     There  have not been any  significant  changes  in the  Company's  internal
controls or in other  factors that could  significantly  affect  these  controls
subsequent to the date of their evaluation.




                                       22

<PAGE>




                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                AND SUBSIDIARIES


                                     Part II

                                OTHER INFORMATION


Item 6.

     The  Company  did not file any  reports  on Form  8-K with  respect  to the
quarter ended September 30, 2002.


                                       23

<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.




November 19, 2002       /s/Francis W. Murray
                        ----------------------------------------------------
                        Francis W. Murray, President, Chief Executive Officer
                        and Chief Financial Officer





                                       24

<PAGE>




               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 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:_______________

                        /s/Francis W.Murray____________
                        Chairman/Chief Executive Officer/Chief Financial Officer


                                       25

<PAGE>




                                                                    Exhibit 99.1

                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 of
International  Thoroughbred Breeders,  Inc. (the "Company") for the three months
ended September 30, 2002 as filed with the Securities and Exchange Commission on
the date hereof (the "Report"), I, Francis W. Murray, Chief Executive 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:  President and CEO
November 19, 2002

                                       26

<PAGE>


                                                                    Exhibit 99.2

                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 of
International  Thoroughbred Breeders,  Inc. (the "Company") for the three months
ended September 30, 2002 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
November 19, 2002


                                       27

<PAGE>