SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           --------------------------

                                   FORM 10-K/A
                                (Amendment No. 1)

                        For annual and transition reports
                     pursuant to sections 13 or 15(d) of the
                         Securities Exchange Act of 1934

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

                     For the fiscal year ended June 30, 2005

                                       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 No. 0-9624

                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
             (Exact name of registrant as specified in its charter)


                Delaware                               22-2332039
      -----------------------------        ---------------------------------
      (State or other jurisdiction         (IRS Employer Identification No.)
             of incorporation)


       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)

Securities registered pursuant to Section 12 (b) of the Act: None

Securities  registered  pursuant to Section 12 (g) of the Act: Common Stock, par
value $2.00

Indicate by check mark whether 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 past 90 days. Yes X  No___

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-K/A or any
amendment to this Form 10-K/A. X

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

The  aggregate   market  value  of  the   registrant's   common  stock  held  by
non-affiliates  of the  registrant  as of December  31,  2005 was  approximately
$6,435,000.  Shares of common stock held by each executive  officer and director
and by each  person who owns 10% or more of our  outstanding  common  stock have
been excluded since such persons may be deemed affiliates. This determination of
affiliate  status  is not  necessarily  a  conclusive  determination  for  other
purposes.

As of  October  13,  2005,  there  were  10,567,487  outstanding  shares  of the
registrant's common stock.


<PAGE>


                                EXPLANATORY NOTE

This  Amendment  No. 1 on Form 10-K/A amends the  Registrant's  Annual Report on
Form 10-K for the year ended June 30, 2005 as filed by the Registrant on October
13, 2005 and is being filed to amend and/or  restate  Items 6, 7, 8 and Item 15,
Selected  Financial  Data,  Managements's  Discussion  and  Analysis,  Financial
Statements  and  Supplemental   Data,  and  Exhibits  and  Financial   Statement
Schedules.  The  Company is filing  this  Amended  Annual  Report in response to
comments received from the SEC.

No  attempt  has been  made on this  Form  10-K/A  to  modify  or  update  other
disclosures presented in the original report on Form 10-K, except as required to
reflect  the  effects of the  restatement  and  reclassification  of the Loss on
Impairment.  The Form 10-K/A does not reflect events  occurring after the filing
of the Form 10-K or modify or update those  disclosures,  including the exhibits
to the Form 10-K affected by subsequent events.  Information not affected by the
restatement  is unchanged and reflects the  disclosures  made at the time of the
original  filing of the Form 10-K on October 13,  2005.  Accordingly,  this Form
10-K/A should be read in  conjunction  with our filings made with the Securities
and Exchange  Commission  subsequent  to the filing of the  original  Form 10-K,
including any amendment to those filings.

The following represents the sections amended and the pages where the originally
filed  information can be found in the  Registrant's  Annual Report on Form 10-K
for the year ended June 30, 2005.

                                PART II

Item 6.   Selected Financial Data - Revised Schedule                        14

Item 7.   Management's  Discussion and Analysis of Financial Condition
          and Results of  Operations - Revised  Results of  Operations
          for the Years Ended June 30, 2005 and 2004, Consolidated, to
          reflect  changes  made  to  the  Consolidated  Statement  of
          Operations for the years ended June 30, 2005 and 2004             19

Item 7.   Management's  Discussion and Analysis of Financial Condition
          and  Results  of  Operations  -  Added  Critical  Accounting
          Policies and Estimates                                            27

Item 8.   Financial   Statements  and  Supplementary  Data  -  Revised
          Consolidated  Statements of  Operations  For the Years Ended
          June 30, 2005 and 2004                                            37

Item 8.   Financial  Statements and Supplementary  Data - Revised Note
          5-A - Notes Receivable, Second Cherry Hill Note                   48

Item 8.   Financial Statements and Supplementary Data - Revised Note 8
          - Discontinued Operations                                         51

Item 8.   Financial  Statements and Supplementary  Data - Revised Note
          15 - Income Tax Expense                                           55

Item 8.   Financial  Statements and Supplementary  Data - Revised Note
          24 - Related Party Transactions                                   63

                                PART IV

Item 15.  Exhibits and Financial  Statement Schedules - Added Schedule
          I, Condensed  Financial  Information  of Registrant  (Parent
          Company Only)                                                     82


<PAGE>


                                   FORM 10-K/A
                                 AMENDMENT NO. 1
                           ANNUAL REPORT ON FORM 10-K
                       FOR FISCAL YEAR ENDED JUNE 30, 2005

                                     Part II

Item 6. Financial Data Schedule

Item 6 - SELECTED FINANCIAL DATA

                    INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                AND SUBSIDIARIES

<TABLE>
                                                                     Years Ended June 30,
                                     ---------------------------------------------------------------------------------
                                         2005              2004               2003           2002            2001
                                     --------------   ---------------    --------------  -------------  --------------
<CAPTION>
<S>                                <C>              <C>                <C>              <C>            <C>
Revenue From Operations (1)        $    32,773,247  $     32,962,239   $    31,290,599  $  25,473,777  $    4,921,091

Net Income (Loss)                  $    (1,900,035) $     (6,800,030)  $     5,233,826  $   1,982,603  $   (2,402,142)

Income (Loss) Per Common Share
Basic & Diluted                    $         (0.18) $          (0.86)  $          0.54  $        0.17  $        (0.24)

Weighted Average Number of Shares       10,303,942         7,933,691         9,720,275     11,480,272       9,987,114

                                                                         June 30,
                                     ---------------------------------------------------------------------------------
                                          2005              2004               2003           2002            2001
                                     --------------   ---------------    --------------  -------------  --------------

Total Assets                       $    83,363,665  $     50,813,716   $    54,822,023  $  45,928,295  $   41,391,208

Long-Term Debt                     $    33,813,301  $      6,339,396   $       985,017  $           -  $      482,000

Stockholders' Equity               $    29,550,451  $     30,566,037   $    37,586,067  $  33,961,313  $   31,973,710
</TABLE>

(1)  The Company  commenced  operation of a casino cruise vessel as of April 30,
     2001  which  materially  affects  the  comparability  of a  portion  of the
     information reflected in the above data.

(2)  The Company  recognized an impairment  loss in Fiscal 2004 in the amount of
     $10 million which materially  affects the comparability of a portion of the
     information reflected in the above data.

(3)  The Company did not pay cash dividends during any of the fiscal years shown
     above.

(4)  See  Management's  Discussion  and  Analysis of  Financial  Conditions  and
     Results of Operations  and the  consolidated  financial  statements and the
     notes thereto for additional information for each of the three years in the
     period ended June 30, 2005.


                                        1

<PAGE>


                                   FORM 10-K/A
                                 AMENDMENT NO. 1
                           ANNUAL REPORT ON FORM 10-K
                       FOR FISCAL YEAR ENDED JUNE 30, 2005

Item 7. Management's Discussion And Analysis of Financial Conditions And Results
     of Operations


Critical Accounting Policies and Estimates

     Financial  Reporting  Release No. 60 requires  all  companies  to include a
discussion of critical  accounting policies or methods and estimates used in the
preparation  of  financial  statements.  We prepare our  Consolidated  Financial
Statements in conformity with accounting  principles  generally  accepted in the
United States. Certain of our accounting policies, including the estimated lives
assigned to our assets, asset impairment,  and the calculation of our income tax
liabilities,  require  that  we  apply  significant  judgment  in  defining  the
appropriate  assumptions for calculating  financial estimates.  By their nature,
these judgments are subject to an inherent degree of uncertainty.  Our judgments
are  based on our  historical  experience,  terms  of  existing  contracts,  our
observance  of trends in the  industry  and  information  available  from  other
outside sources,  as appropriate.  There can be no assurance that actual results
will  not  differ  from  our  estimates.  Note 1 to the  Consolidated  Financial
Statements  describes the significant  accounting  policies we have selected for
use in the preparation of our financial statements and related  disclosures.  We
believe  the  following  to  be  the  most  critical  accounting  estimates  and
assumptions affecting our reported amounts and related disclosures.

     Notes Receivable

     Statement  of  Financial  Accounting  Standards  No.  114,  "Accounting  by
Creditors for Impairment of a Loan" as amended,  requires  management  judgments
regarding the future  collectability of notes receivable and the underlying fair
market  value of  collateral.  As a result of the sale of the Garden  State Park
Racetrack property in Cherry Hill, NJ, and the sale of the non-operating  former
El Rancho Hotel and Casino in Las Vegas,  NV, portions of the proceeds from each
sale were paid in the form of  promissory  notes.  During the fiscal  year ended
June 30, 2004 we sold the note  receivable we held on the Las Vegas, NV property
for cash and other future  benefits and  transferred the balance of the note to,
and it is now  secured by, the Cherry  Hill,  NJ  property  (Second  Cherry Hill
Note). We had previously  received a note receivable from the sale of the Garden
State Park property in the amount of $10 million and  together,  these notes are
classified on the Balance Sheet as Long Term Notes  Receivables in the amount of
$14,278,651 as of June 30, 2005. Estimates are required to be used by management
to assess the  recoverability of our notes  receivable.  We regularly review our
receivables  to determine if there has been any decline in value.  These reviews
require management judgments that often include estimating the outcome of future
events and  determining  whether  factors  exist that  indicate  impairment  has
occurred.  We evaluate real estate appraisals,  financial balance sheets for the
Cherry  Hill  development,  earnings  and  cash  forecasts  of the  Cherry  Hill
investors.  Our returns on the Cherry Hill Notes are subject to debt incurred by
the property and the developers capital contributions that precede the debt owed
to us. Our returns are also subject to factors  affecting the  profitability and
saleability  of the project.  Our  assumptions,  estimates and  evaluations  are
subject to the  availability of reliable data and the uncertainty of predictions
concerning  future events.  Accordingly,  estimates of  recoverable  amounts and
future cash flows are subjective and may not ultimately be achieved.  Should the
underlying  circumstances  change, the estimated  recoverable amounts and future
cash flows could change by a material amount.

     When making our impairment  review for the year ended June 30, 2004 for the
Note  Receivable on the Las Vegas  property we determined  that a portion of the
Second  Cherry  Hill  Note  should  be  impaired  by  $12,786,589  (or a net  of
$10,000,000  when offset by  $2,786,589  of deferred gain on the sale of the Las
Vegas property) based on the  collectability  of the note when assigned from the
Las Vegas  property to the Cherry Hill property  since we already held a note in
the amount of $10,000,000 on that same  property.  Additionally  during the year
ended June 30, 2005 an additional  impairment charge of $500,000 was recorded on
the Second Cherry Hill Note because projected future events did not materialize.

                                        2

<PAGE>

                                   FORM 10-K/A
                                 AMENDMENT NO. 1
                           ANNUAL REPORT ON FORM 10-K
                       FOR FISCAL YEAR ENDED JUNE 30, 2005

     Valuation of Vessels and Vessel Deposits - Related Parties

     In July, 2004 we entered into  Sub-Bareboat  Charters of the vessels,  Palm
Beach  Princess and Big Easy and pursuant to a  restructuring  of the PDS Gaming
transaction in June, 2005, we now charter the vessels directly from our Chairman
and CEO. The charter and PDS Gaming loan  agreement for the Palm Beach  Princess
has been  accounted  for as a capital  lease.  In  according  with our lease and
purchase agreement for the Palm Beach Princess we have the right to purchase the
vessel for $17,500,000 at the end of the lease term. Payments made by us against
the PDS Gaming debt in the amount of  $14,000,000  will be  credited  toward the
purchase price.  The carrying value of the Palm Beach Princess of $17,500,000 is
less than the fair value  appraisal  on the  vessel.  The charter and PDS Gaming
loan  agreement for the Big Easy has also been accounted for as a capital lease.
In accordance with our lease and purchase agreement for the Big Easy we have the
right to purchase the Big Easy for the appraised value of the vessel which would
be determined upon the refitting and refurbishing of the vessel. The Company had
an appraisal  completed  as of June 23, 2005 and it indicated an estimated  fair
market  value of  approximately  $40  million.  Based on a July 2002 fair market
appraisal of the Palm Beach Princess of $20.5 million,  management  believed the
appraisal of the Big Easy could be  overstated  and looked for  alternatives  to
determine the capitalized fair value for the vessel. The Company determined that
it would capitalize 1) costs it had incurred for improvements it had made to the
Big Easy; 2) all payments  required  under the PDS Gaming loans for the Big Easy
of $12.6 million;  and 3) all payments required under the charter hire fees, for
a total capitalized  amount as of June 30, 2005 of $24,318,989.  The Company has
Vessel Deposit  credits in the amount of $10,228,758  which are available to use
against the  purchase  costs for the  vessels.  Should the Company  elect not to
purchase one or either  vessel at the end of the lease,  the Company  could lose
some or all of the value of the Vessel  Deposit  credits  unless other terms are
negotiated with the owner of the vessels."

Results of Operations for the Years Ended June 30, 2005 and 2004

     Consolidated

     Revenue  for the year ended June 30,  2005  decreased  slightly by $188,992
from  $32,962,239  in Fiscal 2004 to  $32,773,247  in Fiscal 2005 primarily as a
result of a slight  decrease in revenues  generated  by the Palm Beach  Princess
operations  during  the  comparable   periods.   Operating   expenses  decreased
$2,582,669  from  $37,632,595  in Fiscal  2004 to  $35,049,926  in  Fiscal  2005
primarily as the result of: 1) the Company  recording an impairment  loss during
Fiscal  2005 of  $500,000 on the Second  Cherry  Hill Note  Receivable,  whereas
during Fiscal 2004 the Company recorded an impairment loss of $10,000,000 on the
same note; 2) a decrease in the Palm Beach Princess operating  expenses,  before
depreciation,  of $255,238 due to salary and benefit costs of approximately $1.3
million incurred on the Palm Beach Princess' payroll which were allocated to the
Big Easy  during the period we were  preparing  the Big Easy for use as a casino
gaming vessel,  partially  offset by generally higher costs incurred by the Palm
Beach  Princess  and 3) a decrease in  bankruptcy  costs of $417,454  due to the
bankruptcy  being completed at the end of fiscal 2004;  partially  offset by, 1)
recording  start up costs for the Big Easy of  $5,011,756  compared to last year
when no start up costs were recorded;  2) payments of other development costs of
$970,836  as  a  result  of  our  continued   search,   both   domestically  and
internationally,  for additional gaming  opportunities,  as compared to $700,580
spent on similar expenses during last year; 3) expenses of $447,989  incurred as
a result of our entry into the equine  business;  4) an increase in depreciation
and amortization of $1,254,636 as a result of depreciation being recorded on the
Palm Beach  Princess as a result of capital  leasing  arrangements  effective in
July, 2004; and 5) an increase in the Parent Company General and  Administrative
expenses  of  $321,129  due to an  increase  in the salary and  related  benefit
expenses  due to the hiring of several new  employees  and  increases  in health
insurance  coverage and 401-K  expenses as compared to last year when the Parent
Company employees did not participate in a 401-K plan.

     Operating  (loss)  for  the  year  ended  June  30,  2005  was  a  loss  of
($2,276,679)  as compared to an operating  loss of  ($4,670,356)  for last year.
Operating  loss before  depreciation  for the year was ($282,172) as compared to
($3,930,485) for the comparative year.

     Other net expenses  increased by  $1,632,182  as a result of an increase in
the interest and financing  expenses of $1,597,896 due to the higher debt levels
on the vessel leases than that amount previously owed

                                        3

<PAGE>

                                   FORM 10-K/A
                                 AMENDMENT NO. 1
                           ANNUAL REPORT ON FORM 10-K
                       FOR FISCAL YEAR ENDED JUNE 30, 2005

to the Brennan  Trustee and an increase in the rates of interest on such leases.
In addition to the $3,845,888 of interest  expense  recorded in the statement of
operations,  the Company incurred  additional  interest which was capitalized to
the Big Easy  during  that  vessels'  re-construction  period  in the  amount of
$1,530,197  during the current Fiscal year, and $896,297 of interest paid on the
vessel capital lease which is classified in the Big Easy development  costs. The
net  (loss)  before  extraordinary  item for the year  ended  June 30,  2005 was
($5,900,035) as compared to a (loss) of ($6,800,030) during Fiscal 2004.

     During  the first  quarter of the 2005  Fiscal  year the  Company  recorded
extraordinary  income,  net of tax,  of  $4,000,000.  This was the result of the
collection  of success  fees  charged to Leo Equity  Group,  Inc. and Palm Beach
Maritime Corporation (formerly MJQ) for our efforts in connection with the final
settlement  with the Chapter 11 Trustee for the  Bankruptcy  Estate of Robert E.
Brennan.  We had deferred all income from these  transactions until such time as
payment was received.

     The Net  (Loss)  for the year ended  June 30,  2005 was  ($1,900,035)  or a
(loss) of ($.18) per diluted share as compared to a (loss) of ($6,800,030), or a
loss of ($.86) per diluted share for the year ended June 30, 2004.

     For  the  year  ended  June  30,  2005  earnings  before  interest,  taxes,
depreciation and  amortization  and our unusual items of  extraordinary  income,
impairment  losses and vessel start up costs (Adjusted EBITDA) was $5,521,801 as
compared to $6,089,228  for the prior year.  The decrease in Adjusted  EBITDA of
$567,427  was  primarily  due to  EBITDA  levels  for the  Palm  Beach  Princess
decreasing from  approximately  $1.7 million in Fiscal 2004 to approximately $.6
million in Fiscal 2005 in the first  quarter of the Fiscal  year  because of the
hurricanes,  partially  offset by better  EBITDA  results  during our second and
third fiscal quarters for the Palm Beach Princess.

                                        4

<PAGE>

                                   FORM 10-K/A
                                 AMENDMENT NO. 1
                           ANNUAL REPORT ON FORM 10-K
                       FOR FISCAL YEAR ENDED JUNE 30, 2005

Item 8. Financial Statements and Supplemental Data.

Consolidated Statements of Operations


                   INTERNATIONAL THOROUGHBRED BREEDERS, INC.
                                AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THE YEARS ENDED JUNE 30, 2005, 2004 AND 2003

<TABLE>
                                                                                        June 30,
                                                                  ---------------------------------------------------
                                                                         2005             2004              2003
                                                                  ----------------   --------------    --------------
<CAPTION>
<S>                                                              <C>                <C>               <C>
OPERATING REVENUES:
       Gaming                                                    $     27,350,154   $   27,528,631    $   26,354,929
       Fare                                                             2,999,130        3,151,182         2,952,066
       On Board                                                         2,003,746        1,921,583         1,773,926
       Other                                                              420,217          360,843           209,678
                                                                  ----------------   --------------    --------------
              NET OPERATING REVENUES                                   32,773,247       32,962,239        31,290,599
                                                                  ----------------   --------------    --------------

OPERATING COSTS AND EXPENSES:
       Gaming                                                           9,136,981        8,805,157         7,889,140
       Fare                                                             4,310,927        3,868,705         3,381,534
       On Board                                                           987,397          925,980           849,022
       Maritime & Legal Expenses                                        6,421,129        6,796,486         5,960,421
       General & Administrative Expenses                                3,007,640        3,722,984         4,121,811
       General & Administrative Expenses - Parent                       1,976,507        1,655,378         1,452,047
       Ship Development Costs - Big Easy                                5,011,756                -                 -
       Ship Development Costs - Royal Star                                284,257                -                 -
       Equine Costs                                                       447,989                -                 -
       Development Costs - Other                                          970,836          700,580           306,952
       Depreciation & Amortization                                      1,994,507          739,871           254,082
       Loss on Impairment of Note Receivable                              500,000       10,000,000                 -
       ITG Vegas Bankruptcy Costs                                               -          417,454           841,348
                                                                  ----------------   --------------    --------------
              TOTAL OPERATING COSTS AND EXPENSES                       35,049,926       37,632,595        25,056,357
                                                                  ----------------   --------------    --------------

OPERATING INCOME (LOSS)                                                (2,276,679)      (4,670,356)        6,234,242
                                                                  ----------------   --------------    --------------

OTHER INCOME (EXPENSE):
       Interest and Financing Expenses                                 (2,518,214)      (2,232,119)       (1,334,463)
       Interest and Financing Expenses - Related Party                 (1,327,674)         (15,873)           (4,186)
       Interest Income                                                     11,988           79,320            81,039
       Interest Income Related Parties                                    292,583          247,785           342,226
       Other Income                                                         7,961           19,713            60,468
                                                                  ----------------   --------------    --------------
              TOTAL OTHER INCOME (EXPENSE)                             (3,533,356)      (1,901,174)         (854,916)
                                                                  ----------------   --------------    --------------

INCOME (LOSS) BEFORE TAX PROVISION
AND EXTRAORDINARY ITEM                                                 (5,810,035)      (6,571,530)        5,379,326
        Income Tax Expense                                                 90,000          228,500           145,500
                                                                  ----------------   --------------    --------------

INCOME (LOSS) BEFORE EXTRAORDINARY ITEM                                (5,900,035)      (6,800,030)        5,233,826

EXTRAORDINARY ITEM -  Fees charged to related
       parties for Master Settlement Agreement ( Notes 15 & 21).        4,000,000                -                 -
                                                                  ----------------   --------------    --------------

NET INCOME (LOSS)                                                $     (1,900,035)  $   (6,800,030)   $    5,233,826
                                                                  ================   ==============    ==============

BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE:

       Income (Loss) before Extroardinary Item                   $          (0.57)  $        (0.86)   $         0.54
       Extraordinary Item                                                    0.39   $            -                 -
                                                                  ----------------   --------------    --------------
       Net Income (Loss)                                         $          (0.18)  $        (0.86)   $         0.54
                                                                  ================   ==============    ==============

WEIGHTED AVERAGE COMMON
   SHARES OUTSTANDING - Basic and Diluted                              10,303,942        7,933,691         9,720,275
                                                                  ================   ==============    ==============

</TABLE>

See Notes to Consolidated Financial Statements.


                                        5
<PAGE>


                                   FORM 10-K/A
                                 AMENDMENT NO. 1
                           ANNUAL REPORT ON FORM 10-K
                       FOR FISCAL YEAR ENDED JUNE 30, 2005

(5)  NOTES RECEIVABLE

     (A)  Second Cherry Hill Note

     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  promissory  note of
the buyer in the face amount of $23,000,000 (the "Las Vegas Note"). The interest
rate under  such note was to be  adjusted  from time to time since the  interest
actually  payable  was to 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 had received
total  distributions  equal to their capital  contributions  plus an agreed upon
return on their invested capital, the next $23 million of Distributable Cash was
to be paid to us. We were to receive payments under the note equal to 33 1/3% of
all  Distributable  Cash until the maturity date, which was to occur on the 30th
anniversary  of our  purchase  of the note.  We had the  option to  convert  the
promissory  note 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 was to be converted into a 33 1/3% equity interest in
the  buyer  at the  30th  anniversary  of  its  issuance.  Fair  value  and  the
collectability of this note were determined by a real estate appraisal completed
in July, 2003 for a bank in anticipation of financing for Turnberry.

     On June 16, 2004,  the Company sold the Las Vegas Note to Cherry Hill at El
Rancho LP (the  "Buyer"),  a limited  partnership  which is affiliated  with the
maker of the Las Vegas Note.

     In exchange for the Las Vegas Note, the Company received cash payments from
the Buyer of $2.8 million, a non-recourse loan from Turnberry Development,  LLC,
an  affiliate of the Buyer,  in the amount of $5 million and a  promissory  note
issued by Soffer/Cherry  Hill Partners,  L.P. ("Cherry Hill Partners"),  another
affiliate of the Buyer,  in the  principal  amount of  $35,842,027  (the "Second
Cherry Hill Note").  The principal  amount of the Second Cherry Hill Note equals
the difference between the unpaid principal plus all accrued and unpaid interest
(at 22%)  under the Las Vegas  Note,  less the $2.8  million in  purchase  price
payments  and $5  million  non-recourse  loan paid to the  Company.  As  further
consideration, the Company received the right to use aircraft owned or leased by
the  Buyer or its  affiliates,  for up to 64 hours in total,  which the  Company
valued at approximately $224,000.

     The Company is not liable for  repayment of the principal of the $5 million
loan included in the foregoing consideration.  However, the Company is obligated
to pay interest and fees on such loan aggregating $600,000 per year ($50,000 per
month) for five (5) years.

     The Second Cherry Hill Note received by the Company  matures in 2015 and is
similar to the Las Vegas Note which was sold,  in that it  generally  is payable
prior to maturity only from distributable cash of the maker. The maker under the
Second  Cherry Hill Note is one of the  principal  partners in the entity  which
purchased  the Garden  State Park real  property  from a Company  subsidiary  in
November of 2000,  and such  obligor  will only have funds with which to pay the
Second Cherry Hill Note out of its profits from the  development of Garden State
Park. The development of Garden State Park,  located in Cherry Hill, New Jersey,
was  delayed as a result of  community  opposition  to certain  elements  of the
development  plan, and, while the Company  believes that the development plan is
now  moving  forward,  the  timing  and  amount of  profits  there  also  remain
uncertain. The Company already holds a promissory note in the face amount of $10
million, received from the purchaser of Garden State Park in connection with the
sale of such real  property,  which the  Company  expects  will be fully paid in
time. While the Company expects that note to be fully paid, it is not optimistic
that this  Second  Cherry  Hill Note will be fully paid,  and  accordingly,  the
Company has written  down the Second  Cherry  Hill Note  (defined  above) on its
books.  The interest  portion of the Las Vegas Note  amounting to  approximately
$20,866,000 has never been included as income on the Company's books,  therefore
the interest  capitalized  under the Second Cherry Hill Note is not subject to a
write  down.  The  remaining  portion  of the Second  Cherry  Hill Note has been
written down to $4,278,651  which  resulted in an  impairment  charge of the new
note of  $12,786,589,  recorded in the fourth  quarter of the Company's June 30,
2004 fiscal year and additional  impairment  charges of $500,000 in Fiscal 2005.
The  Company  had  previously  recorded  deferred  income of  $2,786,589  on the
original sale of the El Rancho  property in May, 2000,  which amount was used to
reduce the impairment charge to $10,000,000 at June 30,

                                        6

<PAGE>


                                   FORM 10-K/A
                                 AMENDMENT NO. 1
                           ANNUAL REPORT ON FORM 10-K
                       FOR FISCAL YEAR ENDED JUNE 30, 2005

2004.  In  addition,  if  before  July  31,  2005,  there  was a sale  or  other
disposition  of the El Rancho  Property,  or a sale or other  disposition of the
entire  direct or indirect  interest of the owner of such  property,  then fifty
percent (50%) of any profit in excess of $10 million  realized on such sale also
shall be paid to us as a mandatory prepayment of the Second Cherry Hill Note. In
its  assessment  of the fair value of the Second  Cherry Hill Note,  the Company
estimated  that its share of  proceeds  from the sale of the El Rancho  property
prior to July 31, 2005 would  generate  approximately  $500,000.  As of June 30,
2005 the Company recorded an additional impairment loss on this note of $500,000
because a sale did not occur prior to July 31, 2005.

     The  Second  Cherry  Hill Note is  secured  by a pledge  of stock  owned by
Raymond  Parello,  an  affiliate  of the  Buyer,  in Palm Beach  Empress,  Inc.,
representing  fifty  percent  (50%) of the  stock in that  company.  Palm  Beach
Empress,  Inc. is the entity  formed to acquire the Big Easy,  the second vessel
which is chartered to a subsidiary of the Company, and which the Company expects
to operate as a casino  cruise  ship,  similar  to the  operation  of the casino
"cruise to nowhere"  business  conducted  by a subsidiary  of the Company  since
April of 2001. The other fifty percent (50%) of the stock in Palm Beach Empress,
Inc. is owned by PBMC, a corporation  owned by Francis W. Murray,  the Company's
Chief Executive Officer. PBMC presently owns and charters to a subsidiary of the
Company the Palm Beach Princess vessel,  the operation of which is the Company's
primary operating business.

     Mr. Parello will have the right to acquire the Second Cherry Hill Note from
the Company in exchange  for his stock in Palm Beach  Empress,  Inc.  Such "put"
option held by Mr. Parello  (giving him the right to put his stock in Palm Beach
Empress,  Inc.  to the  Company  in  exchange  for the  Cherry  Hill  Note) will
effectively limit the value to the Company of the Second Cherry Hill Note to the
value of Mr.  Parello's  one-half  interest  in Palm  Beach  Empress,  Inc.  Mr.
Parello's "put" right will be exercisable upon the later to occur of (1) payment
by or for the account of Cherry Hill  Partners of  $483,205.48  under the Second
Cherry  Hill  Note,  and (2)  payment  of the  entire  principal  balance of the
non-recourse loan received by our Orion subsidiary in the principal amount of $5
million, referred to above (upon which repayment the Company's obligation to pay
interest  and fees of  $600,000  per year on such loan  would  end).  Such "put"
option is set forth in the  Shareholders'  Agreement  among Palm Beach  Empress,
Inc.,  Raymond Parello and PBMC, to which our Orion subsidiary has joined solely
for the purpose of confirming its agreement to the "put" option.

     In the event Mr. Parello receives any dividends or other  distributions on,
or proceeds from, any sale of, his shares in Palm Beach Empress,  Inc., the same
will be applied as a mandatory prepayment of the Second Cherry Hill Note.

     The fair  value of the Second  Cherry  Hill Note was  determined  using the
present value of the additional benefits derived from the sale of the note after
the cash proceeds of $7.8 million.

(8)  DISCONTINUED OPERATIONS

     On January 28, 1999, we completed the sale of the real property and certain
related assets at Freehold  Raceway and a ten-acre  parcel of land at the Garden
State Park facility. On November 30, 2000, the Company, through its wholly-owned
subsidiary,  GSRT, LLC, closed on the sale (the "Garden State  Transaction")  of
the Garden State Park  property  (the "Garden  State Park  Property")  in Cherry
Hill, New Jersey, to Realen-Turnberry/Cherry  Hill, LLC ("Realen"). The purchase
price was $30 million and was paid by: (i)  previous  cash  deposits  totaling a
$1,000,000;  (ii) a  promissory  note in the face  amount  of $10  million  (the
"Note");  and  (iii)  the  balance  of the  purchase  price  paid in cash at the
closing. The Company has elected to defer all the gain of $1,439,951 on the sale
of the property until such time that  collectability  under the $10,000,000 note
from Realen can be determined.  The gain represented the sales price of cash and
notes in excess of our cost basis.


                                        7

<PAGE>


                                   FORM 10-K/A
                                 AMENDMENT NO. 1
                           ANNUAL REPORT ON FORM 10-K
                       FOR FISCAL YEAR ENDED JUNE 30, 2005

     In connection with the January 28, 1999 sale and 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 December 31, 2002, the
unpaid principal balance was $160,000. Yearly principal payments of $80,000 plus
interest  were due on December  28, 2002 and December 28, 2003 and have not been
paid. The Company  entered into a sale and lease  agreement for the lease of our
premises from Jan. 28, 1999 to May 29, 2001 and the sale of a 10 acre portion to
be used as an OTB facility.  Under the terms of our sale and lease agreement the
lessee/buyer  purchased  the liquor  license for $100,000  and was  obligated to
return it to us in  exchange  for a refund of the  $100,000  payment  if, at the
expiration  of the lease,  June 27,  2002,  it did not have a use for the liquor
license at the OTB facility.  During the three year period Jan. 28, 1999 to Jan.
28, 2002 no OTB facility was built and the  lessee/buyer  did not have a use for
the liquor  license at that  property.  By the terms of the contract the Company
has the right to  re-acquire  the liquor  license for $100,000 and has exercised
such right,  however the lessee/buyer has refused to perform. The carrying value
of the  liquor  license of  $400,000  is shown in the  "Assets  of  Discontinued
Operations" of the consolidated balance sheet. The Company believes it will need
to take legal action to enforce its right to the liquor license.

     The  net  assets  of the  operations  to be  disposed  of  included  in the
accompanying consolidated balance sheets as of June 30, 2005 and 2004 consist of
the following:

                                                           June 30,
                                                   ------------------------
Classified As:                                        2005          2004
                                                      ----          ----
Current Assets                                   $   401,747   $   400,835
Current Liabilities                                 (401,000)     (310,798)
                                                   ---------      ---------
         Net Assets of Discontinued Operations   $       747   $    90,037
                                                   ==========     =========

     Cash flows from discontinued  operations for the years ended June 30, 2005,
2004 and 2003 consist of the following:

<TABLE>
                                                                         June 30,
                                                               -----------------------------
                                                                  2005     2004       2003
                                                               ---------  -------   --------
<CAPTION>
<S>                                                            <C>       <C>       <C>
Cash Flows From Discontinued Operating Activities:

     Income                                                    $     -0- $    -0-  $     -0-
                                                                --------  -------   --------
     Adjustments to reconcile income to net cash provided by discontinued
     operating activities:

         Changes in Operating Assets and Liabilities of Discontinued
         Operations:

               Decrease (Increase) in Accounts Receivable            -0-      -0-     12,539
               Increase (Decrease) in Accounts and Purses
                Payable and Accrued Expenses                      90,202    9,600      2,400
                                                                --------  -------   --------
     Net Cash Provided by Discontinued Operating Activities       90,202    9,600     14,939
                                                                --------  -------   --------
Cash Flows from Discontinued Financing Activities:

     (Decrease) in Balances Due To/From Continuing Operations   (89,290)  (8,550)   (17,783)
                                                                --------  -------   --------
     Net Cash (Used In) Discontinued Financing Activities       (89,290)  (8,550)   (17,783)
                                                                --------  -------   --------
     Net (Decrease) Increase in Cash and Cash Equivalents From
     Discontinued Operations                                         912    1,050    (2,844)

         Cash and Cash Equivalents at Beginning of Year From
         Discontinued Operations                                     733    (317)      2,527
                                                                --------  -------   --------
         Cash and Cash Equivalents at End of Year From
         Discontinued Operations                               $   1,645 $    733  $   (317)
                                                                ========  =======   ========
</TABLE>

                                       8

<PAGE>

                                   FORM 10-K/A
                                 AMENDMENT NO. 1
                           ANNUAL REPORT ON FORM 10-K
                       FOR FISCAL YEAR ENDED JUNE 30, 2005


(15) INCOME TAX EXPENSE

     The Company's  income tax expense for the year ended June 30, 2005 and 2004
relates to state income taxes for its Palm Beach  Princess  operations  and from
June 30,  2004  includes  a Federal  Alternative  Minimum  Tax on the  Company's
consolidated  income  before  the  impairment  loss on the sale of the El Rancho
note.  The income tax expense for the years ended June 30, 2003  relates only to
state income taxes on the Palm Beach Princess operations.

     During the year ended June 30, 2005,  the Company  recognized $4 million of
extraordinary  income.  This income was  reported in the  Company's  federal and
state tax  returns  in a prior  year and the  extraordinary  item was  offset by
federal and state net operating loss  carryforwards.  Additionally,  federal and
state  income  taxes  were not  recognized  on the  income  as a  result  of Net
Operating Loss deductions available to the Company.

     The Company has net operating loss carryforwards  aggregating approximately
$111,300,000  at June 30, 2005  expiring in the years June 30, 2006 through June
30, 2026.  SFAS No. 109 requires the  establishment  of a deferred tax asset for
all deductible temporary  differences and operating loss carryforwards.  Because
of the  uncertainty  that  the  Company  will  generate  income  in  the  future
sufficient  to fully or partially  utilize  these  carryforwards,  however,  the
deferred  tax  asset of  approximately  $44,500,000  is  offset  by a  valuation
allowance of the same amount. Accordingly, no deferred tax asset is reflected in
these financial statements.

     Certain amounts of the net operating loss  carryforward  may be limited due
to possible changes in the Company's stock ownership.  In addition,  the sale of
Common Stock by the Company to raise  additional  operating funds, if necessary,
could limit the  utilization  of the  otherwise  available  net  operating  loss
carryforwards.  The grant and/or  exercise of stock options by others would also
impact the number of shares which could be sold by the Company or by significant
stockholders without affecting the net operating loss carryforwards.


     The Company has the following carryforwards to offset future taxable income
at June 30, 2005:

                  Net Operating Loss               Year End
                    Carryforwards               Expiration Dates
                    --------------              ----------------
                    $   4,300,000                  6/30/2006
                        9,000,000                  6/30/2007
                       21,600,000                  6/30/2008
                        5,280,000                  6/30/2009
                       71,120,000                  6/30/2010
                      ------------             through 6/30/2026
                    $ 111,300,000
                     ============


                                        9

<PAGE>


                                   FORM 10-K/A
                                 AMENDMENT NO. 1
                           ANNUAL REPORT ON FORM 10-K
                       FOR FISCAL YEAR ENDED JUNE 30, 2005

(24) RELATED PARTY TRANSACTIONS

     See  Footnote  2  for  related   party   transactions   regarding  the  PDS
Transactions.

     See  Footnote  19 with  respect  to the stock  options  granted  to related
parties.

     During the third  quarter of Fiscal  2001,  we invested in two  projects in
which our Chairman,  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  to a limited
partnership  in which  Francis W.  Murray  owned,  at that  time,  an 80% equity
interest and owned the general partner, the proceeds of which were to be used to
pay costs and expenses for development of a golf course in Southern  California.
In  Fiscal  2003,  the  limited  partnership's  indebtedness  to  us,  including
principal of $735,584 and accrued interest in the amount of $193,957 was assumed
by OC Realty, LLC, a Florida limited liability company which is owned by Francis
W. Murray and which owns the second real estate project  (Ocean Club)  described
below.  Such  indebtedness  was due December  31, 2004,  but was extended by the
Board of Directors to December 31, 2007, and bears an interest rate of 6% and is
now scheduled to be paid upon the  completion  of the Ocean Club project.  These
balances are shown in the "Deposits and Other Assets - Related  Parties" section
of the balance sheet, see Note 7.

     In the second project,  Mr. Murray (through OC Realty) 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.  As of June 30,2005,  we had lent  $2,034,405 in
total to the project and we have accrued interest in the amount of $1,291,123 on
the loan.  These  balances are shown in the "Deposits and Other Assets - Related
Parties"  section of the balance sheet, see Note 7. These loans bear interest at
12% and will be repayable out of OC Realty's share of proceeds, after payment of
bank debts,  generated by the sale of condominiums.  We will also have the right
to receive, as participation interest, from available cash flow of OC Realty, if
the project is  successful,  a priority  return of our investment and a priority
profits interest for up to three times our investment.  Repayment of these loans
and our participation interest will be subject to repayment of, first, bank debt
of approximately  $14 million (at present) and, second,  construction  financing
expected to amount to $25 to $30 million and third,  any capital invested by and
fees payable to joint venture partners including OC Realty. OC Realty's share of
proceeds  thereafter  will  range  from  22.5%  to  45%.  We have  assessed  the
collectability  of the advances made to OC Reality based on comparable  sales of
like units in the  marketplace  which suggest  demand is strong and  prospective
sales  of  the  project's  condominium  units  will  be  adequate  to  meet  its
obligations  and  provide  sufficient  return to OC Realty  with which to pay OC
Realty's debt to us.

     Beginning  on July 7, 2004,  we entered into  Sub-Bareboat  Charters of the
vessels Palm Beach  Princess  and Big Easy with  entities  (Palm Beach  Maritime
Corporation  and Palm Beach Empress,  Inc.) owned or controlled by our Chairman,
Francis W. Murray.  Pursuant to our June 30, 2005 refinancing and  restructuring
of the PDS transactions, we now charter the vessels, Palm Beach Princess and Big
Easy directly from Cruise Holdings I and Cruise Holdings II, respectively, which
companies are owned by Palm Beach Maritime  Corporation  and Palm Beach Empress,
Inc. Pursuant to the new charters,  we pay Cruise Holdings I and Cruise Holdings
II, as owners of the  vessels,  charter  fees of $50,000  per month for the Palm
Beach  Princess and  $100,000  per month for the Big Easy,  plus 1% of our gross
revenues from operation of those vessels.  We have the right to purchase  either
or both vessels,  at our option, for $17.5 million in the case of the Palm Beach
Princess  (representing its appraised value at the time of $17.5 million and for
fair market value (to be  determined  by appraisal) in the case of the Big Easy.
Once we pay off the loans against the Palm Beach  Princess and Big Easy, we will
be entitled to substantial credits against the purchase prices of the vessels: a
$14 million  credit in the case of the Palm Beach  Princess and a $12.6  million
credit in the case of the Big Easy,  representing the original principal amounts
of the July 2004 sale - leaseback  transactions involving those vessels, as well
as  credits  for  our  investment  in  the  net  Ship  Mortgage   Obligation  of
approximately  $7.2 million which can be applied to the purchase price of either
vessel,  and a  credit  for  the  portions  of the  costs  of  refurbishing  and
retrofitting the Big Easy which we paid,  amounting to approximately $3 million,
that can be applied to the purchase price of the Big Easy.


                                       10

<PAGE>


                                   FORM 10-K/A
                                 AMENDMENT NO. 1
                           ANNUAL REPORT ON FORM 10-K
                       FOR FISCAL YEAR ENDED JUNE 30, 2005

     At a  meeting  in June 2005 the Board of  Directors  approved  compensating
Messrs.  F.W. Murray and F.X. Murray $43,500 each for their personal  guarantees
which they were  required to provide in order to complete  the PDS loan on April
5, 2005.  Messrs.  Murray were required by PDS to  personally  guarantee the PDS
loan,  the proceeds of which were used by ITG Vegas to obtain the release of the
Big  Easy  vessel  from dry  dock.  The  Board  determined  that a 1%  guarantor
compensation percentage would be used and paid as a guarantee fee.

     From time to time  Francis W. Murray has  advanced  funds to the Company to
meet its operating  expenses.  Mr. Murray is normally reimbursed directly by the
Company or through miscellaneous  advances it may make on his behalf. During our
fourth quarter ended June 30, 2005, Mr. Murray or companies  owned or controlled
by him made advances to the Company in the amount of approximately $2,150,000 to
fund the Company's working capital needs. Additionally, the Company has deferred
making  payments  to Mr.  Murray or his  companies,  the  majority of which were
during the last  quarter,  for charter hire fees on the Palm Beach  Princess and
Big Easy  vessels  and for  deferred  salary.  As of June 30,  2005,  the  total
advances  and  deferred  payments  due him were  $2,983,272.  The  timing of the
repayment  is unknown at this time.  Approximately  $1.7 million is due from the
parent company and could be repaid if it were to receive  sufficient  funds from
the sale of the Series B Preferred  Stock. The balance is due from the ITG Vegas
and its subsidiaries and repayment is restricted by the PDS loan agreement until
such time as ITG Vegas achieves certain EBITDA levels. Interest to Mr. Murray is
not being recorded at this time.

     The Company  employs Tanuja Murray,  daughter-in-law  of Francis W. Murray.
Mrs. Murray holds a law degree and is acting in the capacity of assistant to the
Chairman  involving  the  Company's   exploration  of  gaming  related  business
opportunities and horse related business.  Mrs. Murray earns $60,000 per year in
addition to the regular employee benefits paid by the Company.

     On December 1, 2004 the Company retained Rachael F. Murray, wife of Francis
X.  Murray,  as an outside  consultant  for ITG Palm  Beach,  LLC,  the  Company
operating  the Big Easy.  Mrs.  Murray's  responsibilities  are to  develop  and
coordinate  musical and other live  entertainment  for the Big Easy. Mrs. Murray
invoiced the Company  $18,750  during the fiscal year. The Company did not pay a
fee in July, 2005 due to continued Big Easy delays.

     During the first quarter of Fiscal 2005, the Company  re-entered the equine
business.  In addition  to the  purchase of horses  from  outside  parties,  the
Company has purchased  horses,  the majority  being one and two year olds,  from
Francis W. Murray at prices to be  determined  by an appraisal of their  values.
Payment  for such  horses  will only be made out of  profits  realized  from the
horses  purchased from Mr. Murray,  if any. It is our plan to bring these horses
into racing if we consider them competitive  following the training  period,  to
take  advantage  of  the  projected  increase  in  purses  as a  result  of  the
introduction of slot machines in several state jurisdictions.

     Francis X. Murray, Vice President of our ITG Vegas, Inc. Subsidiary and son
of  Francis  W.  Murray,  our  President,  CFO and CEO  agreed  to loan us up to
$225,000  in the  form of a line of  credit.  As of June  30,  2005,  this  loan
together with accrued interest at 8% totaled $188,306. (See Note 12 B)


                                       11

<PAGE>


                                   FORM 10-K/A
                                 AMENDMENT NO. 1
                           ANNUAL REPORT ON FORM 10-K
                       FOR FISCAL YEAR ENDED JUNE 30, 2005

                                     PART 1V

Item 15. Exhibits and Financial Statement Schedules

(a)  The following documents are filed as part of this report

     2.Financial Statement Schedules.


Schedule I
                   INTERNATIONAL THOROUGHBRED BREEDERS, INC.

      CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY ONLY)
                                 BALANCE SHEETS
                          AS OF JUNE 30, 2005 AND 2004

                                     ASSETS

<TABLE>
                                                                          June 30,
                                                           -------------------------------------
                                                                  2005                2004
                                                           ----------------      ---------------
<CAPTION>
<S>                                                    <C>                   <C>
CURRENT ASSETS:
       Cash and Cash Equivalents                       $            52,411   $            6,981
       Prepaid Expenses                                             70,458                8,140
       Other Current Assets                                         70,283                  532
                                                           ----------------      ---------------
CURRENT ASSETS                                         $           193,152   $           15,653
                                                           ----------------      ---------------
TOTAL EQUIPMENT - Net                                               89,298              100,495
                                                           ----------------      ---------------

OTHER ASSETS:

       Deposits and Other Assets - Non-Related                     476,886              299,635
       Mortgage Contract Receivable - Related Parties                    -           13,750,000
       Deposits and Other Assets - Related Parties               4,334,189            4,311,603
       Notes Receivable                                         10,000,000           10,000,000
                                                           ----------------      ---------------
            TOTAL OTHER ASSETS                                  14,811,075           28,361,238
                                                           ----------------      ---------------

INVESTMENT IN AND AMOUNTS DUE FROM WHOLLY
 OWNED SUBSIDIARIES                                             16,307,507           15,414,519
                                                           ----------------      ---------------

TOTAL ASSETS                                           $        31,401,032   $       43,891,905
                                                           ================      ===============

                      LIBILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
       Accounts Payable                                $           271,660   $          313,360
       Accrued Expenses                                          1,063,447              661,182
       Short-Term Debt - Related Party                             196,164              183,164
       Current Maturities of Long-Term Debt                         25,000            4,063,838
       Current Advances & Wages - Related Parties                  236,851                    -
                                                           ----------------      ---------------
CURRENT LIABILITIES:                                             1,793,122            5,221,544
                                                           ----------------      ---------------

LONG-TERM DEBT - Net of Current Portion                             57,460            4,104,324
                                                           ----------------      ---------------

DEFERRED INCOME                                                          -            4,000,000
                                                           ----------------      ---------------

STOCKHOLDERS' EQUITY:
       Series A Preferred Stock $100.00 Par Value               36,284,375           36,248,875
       Common Stock $2.00 Par Value                             22,965,125           22,960,557
       Capital in Excess of Par                                 20,112,328           20,191,982
       Retained Earnings (Deficit)                             (49,352,173)         (46,989,638)
                                                           ----------------      ---------------
            TOTAL                                               30,009,655           32,411,776
                                                           ----------------      ---------------
       LESS:
          Treasury Stock                                           457,538            1,839,073
          Deferred Compensation, Net                                 1,666                6,666
                                                           ----------------      ---------------
STOCKHOLDERS' EQUITY:                                           29,550,450           30,566,037
                                                           ----------------      ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $        31,401,032  $        43,891,905
                                                           ================      ===============
</TABLE>

                                       12
<PAGE>


                                   FORM 10-K/A
                                 AMENDMENT NO. 1
                           ANNUAL REPORT ON FORM 10-K
                       FOR FISCAL YEAR ENDED JUNE 30, 2005


                   INTERNATIONAL THOROUGHBRED BREEDERS, INC.

      CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY ONLY)
                FOR THE YEARS ENDED JUNE 30, 2005, 2004 AND 2003

                             STATEMENT OF OPERATIONS

<TABLE>
                                                                                           June 30,
                                                                         ----------------------------------------------
                                                                             2005            2004              2003
                                                                         ------------    -------------    -------------
<CAPTION>
<S>                                                                    <C>             <C>              <C>
                                                                         ------------    -------------    -------------
OPERATING COSTS AND EXPENSES:                                          $   1,819,304   $    1,576,879   $    1,442,361
                                                                         ------------    -------------    -------------
OTHER INCOME (EXPENSE):
       Interest and Financing Expenses                                      (289,078)      (1,011,261)        (268,169)
       Interest Income Related Parties                                        29,496           63,270           72,777
       Other Income                                                               11           19,713               70
                                                                         ------------    -------------    -------------
OTHER INCOME (EXPENSE):                                                     (259,571)        (928,278)        (195,322)
                                                                         ------------    -------------    -------------
INCOME (LOSS) BEFORE TAX PROVISION
AND EXTRAORDINARY ITEM                                                    (2,078,875)      (2,505,157)      (1,637,684)
        Income Tax Expense                                                         -           76,500                -
                                                                         ------------    -------------    -------------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM                                   (2,078,875)      (2,581,657)      (1,637,684)
EXTRAORDINARY ITEM -  Fees charged to related
       parties for Master Settlement Agreement(nOTES 15& 12).              4,000,000                -                -
                                                                         ------------    -------------    -------------
INCOME(LOSS) BEFORE EQUITY IN NET INCOME(LOSS) OF SUBSIDIARIES         $   1,921,125   $   (2,581,657)  $   (1,637,684)
       Equity in net income (Loss) of subsidiaries                        (4,283,958)      (4,218,373)       6,871,510
                                                                         ------------    -------------    -------------
NET INCOME (LOSS)                                                      $  (2,362,833)  $   (6,800,030)  $    5,233,826
                                                                         ============    ============     ============


                            STATEMENT OF CASH FLOWS

                                                                         ------------    -------------    -------------
CASH FLOWS (USED IN) OPERATING ACTIVITIES:                             $  (1,651,533)  $   (2,505,776)  $     (873,302)
                                                                         ------------    -------------    -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital Expenditures                                                        (320)               -           (8,110)
    Loans made on Development Projects                                     2,600,749                -                -
    Deposits on Purchase of Additional Vessel                                      -                -         (300,000)
    (Increase)Decrease in Other Investment Activity                           58,739          200,000         (109,126)
    (Increase)Decrease in Other Investment Activity - RP                   1,206,533         (188,224)               -
                                                                         ------------    -------------    -------------
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES                      3,865,701           11,776         (417,236)
                                                                         ------------    -------------    -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Funds from Related Parties - ST                                           33,230                -          183,164
    Proceeds from Bank Financing                                                   -                -          200,000
    Long-Term Deferred Financing Costs                                      (235,990)               -                -
    Principal Payments on Short Term Notes                                         -       (1,267,685)        (203,364)
    Principal Payments on Long Term Notes - Related Parties                        -         (324,022)               -
    Principal Payments on Long Term Notes                                 (1,241,669)               -                -
    Increase (Decrease) in Balnces Due To/From Affilliates                  (724,289)       4,081,897        1,125,152
                                                                         ------------    -------------    -------------
     CASH PROVIDED BY (USED IN) CONTINUING FINANCING ACTIVITIES           (2,168,717)       2,490,191        1,304,952
                                                                         ------------    -------------    -------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                          45,430           (3,809)          14,415
       CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                          6,981           10,790           (3,625)
                                                                         ------------    -------------    -------------

       CASH AND CASH EQUIVALENTS AT END OF YEAR                        $      52,412   $        6,981   $        10,790
                                                                         ============    =============    =============
</TABLE>

                                       13

<PAGE>

     3.Exhibits.

     The exhibits  required  under Item 601 of Regulation S-K that must be filed
     with this  Amendment  No. 1 pursuant to Rule 12b-15  promulgated  under the
     Securities Exchange Act o 1934, as amended, are listed in the Exhibit Index
     to this Report of Form 10-K/A, and are incorporated here by reference.




                                       14

<PAGE>



                                   SIGNATURES


     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934,  the Registrant has duly caused this report on Form 10-K/A
to be signed on its behalf by the  undersigned,  thereunto duly  authorized,  in
Bellmawr, New Jersey, this 27th day of March, 2006.

                         INTERNATIONAL THOROUGHBRED BREEDERS, INC.


                          By:/s/ Francis W. Murray
                             -------------------------------------
                                 Francis W. Murray
                                 Chairman of the Board, President
                                 and Chief Executive Officer

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934,  this report has been signed by the following  person s on
behalf of the Registrant and in the capacities and on the dates indicated.

          Signature                 Title                           Date
          ---------                 -----                           ----

    /s/ Francis W. Murray   Chairman of the Board, President    April 3, 2006
    ----------------------  and Chief Executive Officer
    Francis W. Murray       (Principal Executive Officer)


    /s/ Francis W. Murray   Chief Financial Officer             April 3, 2006
    ----------------------  (Principal Financial and
    Francis W. Murray       Accounting Officer)


    /s/ James J. Murray     Director                            April 3, 2006
    ----------------------
    James J. Murray

    /s/ Robert J. Quigley   Director                            April 3, 2006
    ----------------------
    Robert J. Quigley

    /s/ Walter ReDavid      Director                            April 3, 2006
    ----------------------
    Walter ReDavid


                                       15

<PAGE>

                                                                    Exhibit 31.1


                      CERTIFICATION PURSUANT TO RULE 13a-14
               OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, Francis W. Murray, certify that:

          1. I have  reviewed  this report on Form 10-K/A,  Amendment  No. 1, of
     International Thoroughbred Breeders, Inc.;

          2. Based on my  knowledge,  this  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 report;

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

          4. The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

              a) Designed such  disclosure  controls and  procedures,  or caused
       such  disclosure  controls  and  procedures  to  be  designed  under  our
       supervision,   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 report is being prepared;

              b) Evaluated  the  effectiveness  of the  registrant's  disclosure
       controls and  procedures  and  presented  in this report our  conclusions
       about the effectiveness of the disclosure controls and procedures,  as of
       the end of the period  covered by this report  based on such  evaluation;
       and

              c)  Disclosed  in  this  report  any  change  in the  registrant's
       internal  control  over  financial  reporting  that  occurred  during the
       registrant's most recent fiscal quarter (the  registrant's  fourth fiscal
       quarter in the case of an annual report) that has materially affected, or
       is reasonably  likely to materially  affect,  the  registrant's  internal
       control over financial reporting; and

          5. The  registrant's  other  certifying  officer and I have disclosed,
     based on our most recent  evaluation  of internal  control  over  financial
     reporting,  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  and material  weaknesses in the
       design or operation of internal  control over financial  reporting  which
       are reasonably  likely to adversely  affect the  registrant's  ability to
       record, process, summarize and report financial information; and

              b) Any fraud, whether or not material, that involves management or
       other employees who have a significant role in the registrant's  internal
       control over financial reporting.

       Dated: April 3, 2006


       Name:  Francis W. Murray
       Title: Chief Executive Officer



                                       16

<PAGE>

                                                                    Exhibit 31.2


                      CERTIFICATION PURSUANT TO RULE 13a-14
               OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

       I, Francis W. Murray, certify that:

          1. I have  reviewed  this report on Form 10-K/A,  Amendment  No. 1, of
     International Thoroughbred Breeders, Inc.;

          2. Based on my  knowledge,  this  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 report;

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

          4. The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

              a) Designed such  disclosure  controls and  procedures,  or caused
       such  disclosure  controls  and  procedures  to  be  designed  under  our
       supervision,   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 report is being prepared;

              b) Evaluated  the  effectiveness  of the  registrant's  disclosure
       controls and  procedures  and  presented  in this report our  conclusions
       about the effectiveness of the disclosure controls and procedures,  as of
       the end of the period  covered by this report  based on such  evaluation;
       and

              c)  Disclosed  in  this  report  any  change  in the  registrant's
       internal  control  over  financial  reporting  that  occurred  during the
       registrant's most recent fiscal quarter (the  registrant's  fourth fiscal
       quarter in the case of an annual report) that has materially affected, or
       is reasonably  likely to materially  affect,  the  registrant's  internal
       control over financial reporting; and

          5. The  registrant's  other  certifying  officer and I have disclosed,
     based on our most recent  evaluation  of internal  control  over  financial
     reporting,  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  and material  weaknesses in the
       design or operation of internal  control over financial  reporting  which
       are reasonably  likely to adversely  affect the  registrant's  ability to
       record, process, summarize and report financial information; and

              b) Any fraud, whether or not material, that involves management or
       other employees who have a significant role in the registrant's  internal
       control over financial reporting.

       Dated: April 3, 2006


       Name:  Francis W. Murray
       Title: Chief Financial Officer


                                       17

<PAGE>

                                                                      Exhibit 32

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

       In  connection  with the  Annual  Report  of  International  Thoroughbred
       Breeders,  Inc., a Delaware  corporation (the "Company"),  on Form 10-K/A
       for the year  ended  June 30,  2005,  as filed  with the  Securities  and
       Exchange  Commission (the "Report"),  Francis W. Murray,  Chief Executive
       Officer and Chief Financial Officer of the Company,  does hereby certify,
       pursuant  to ss. 906 of the  Sarbanes-Oxley  Act of 2002 (18  U.S.C.  ss.
       1350), that to his knowledge:

              (1) The Report fully  complies  with the  requirements  of section
       13(a) or 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 result of operations
       of the Company.

       Dated: April 3, 2006


       Name:  Francis W. Murray
       Title: Chief Executive Officer and Chief
              Financial Officer






                                       18


<PAGE>


                                  EXHIBIT INDEX



    Exhibit
    Number    Description
    -------   -----------

       31.1   Certification  pursuant  to 18 U.S.C.  Section  1350,  as  adopted
              pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

       31.2   Certification  pursuant  to 18 U.S.C.  Section  1350,  as  adopted
              pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

       32.    Certification  pursuant  to 18 U.S.C.  Section  1350,  as  adopted
              pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





                                       19

<PAGE>