SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-KSB/A


              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                        COMMISSION FILE NUMBER: 000-30949

                          THOROUGHBRED INTERESTS, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  NEVADA                           61-1342734
         (STATE OF INCORPORATION)         (I.R.S. EMPLOYER I.D. NUMBER)

                127 SOUTH 6TH STREET, LOUISVILLE, KENTUCKY 40202

              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

                                 (502-584-4434)

              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

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

Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock.

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 past 90 days: [X] YES [ ] NO

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB: [X]

Registrant's revenues for its most recent fiscal year (ended December 31, 2000):
$703,015


Aggregate market value of voting stock held by non-affiliates: $361,650


Indicate the number of shares outstanding of each of the registrant's classes of
common stock:

26,411,000 common shares were outstanding as of December 31, 2000.

<PAGE>
                                   FORM 10-KSB

   -------------------------------------------------------------------------

                           THOROUGHBRED INTEREST, INC.
             FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                TABLE OF CONTENTS

PART I.

ITEM 1.  DESCRIPTION OF BUSINESS AND RISK FACTORS                      3
           Company Overview                                            3
           Historical Background of Our Company                        4
           Summary of Sold Horses                                      7
           Inventory of Our Horses                                     8
           Risk Factors                                                9
ITEM 2.  DESCRIPTION OF PROPERTY.                                     12
ITEM 3.  LEGAL PROCEEDINGS                                            12
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.         12

PART II.

ITEM 5.  MARKET FOR COMMON EQUITY AND
         RELATED STOCKHOLDER MATTERS.                                 13
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS.               13
ITEM 7.  FINANCIAL STATEMENTS.                                        15
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.               15

PART III.

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
         CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a)
         OF THE EXCHANGE ACT.                                         16
ITEM 10. EXECUTIVE COMPENSATION.                                      17
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
         AND MANAGEMENT.                                              18
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.              19
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.                            20

SIGNATURES                                                           S-1
FINANCIAL STATEMENTS                                                 F-1

                                       2
<PAGE>
PART I.

ITEM 1. DESCRIPTION OF BUSINESS.

COMPANY OVERVIEW


     We were organized as a business corporation under the laws of the State of
Nevada on March 25, 1999. We were formed to engage in "pinhooking" and racing of
thoroughbred horses. "Pinhooking" involves the purchase of a yearling, that is,
a horse which is between one and two years old, with a view towards training and
then reselling that horse as a two-year old. Those horses that we are unable to
pinhook at an acceptable profit we plan to enter in races because we expect that
if a horse is successful at racing, its value will increase. As of March 31,
2001 we held full title to 19 thoroughbreds and ownership interests, ranging
from 20% to 60%, in five thoroughbreds. We purchase most of our thoroughbreds
from non-affiliated breeders of thoroughbred yearlings through non-affiliated
industry auction houses, such as Fasig-Tipton and Keeneland.

     Our Chief Executive Officer, President and sole employee, James D. Tilton,
Jr., currently makes all the decisions regarding the purchasing, training,
racing and selling of our thoroughbred horses. In particular, Mr. Tilton makes
the decisions regarding: (i) whether to purchase a certain thoroughbred horse;
(ii) who should be retained to break-in and train the thoroughbred; (iii)
whether the thoroughbred should be sold as a two year old (i.e., pinhooked);
(iv) whether the thoroughbred should be entered into races; and (v) if raced, at
what point if any, the thoroughbred should be sold.

     Mr. Tilton has limited experience in pinhooking and racing of thoroughbred
horses. As a result, Mr. Tilton may, from time to time, retain consultants
experienced in the thoroughbred industry to: (i) assist him in determining which
thoroughbreds to purchase; (ii) train the purchased thoroughbreds; and (iii)
assist him in determining whether the thoroughbred should be sold as a two year
old or raced.

     We have in the past and expect to incur in the future numerous expenses in
our efforts to pinhook and race thoroughbred horses. First, we have previously
paid and expect to continue to pay a 5% consultant fee for all thoroughbreds we
purchase with the assistance of a consultant. Second, we plan to hire horse
trainers to maintain, care and train our thoroughbreds. Such horse trainers bill
us for veterinary, food, shipping, blacksmith, breaking in and training
expenses. We also have previously paid and expect to make payments to these
horse trainers of 5% of the sales price of each throughbred that they train and
we sell. Additional expenses could include sale nominations and entry fees,
advertising and video production.

     We also have in the past and expect to incur in the future mortality and
surgical insurance expense. This insurance costs approximately 2.5% of the
purchase price of each horse. Additionally, for each thoroughbred we sell at
auction, we have previously paid and expect to pay a fee of 5% of the sale price
to the auction house.


                                        3
<PAGE>
HISTORICAL BACKGROUND OF OUR COMPANY


     The following is a detailed chronology of the steps we have taken in
furtherance of our business plan, beginning in 1997, prior to our incorporation.
Our President, Mr. Tilton, has dedicated much of the past three years to
developing and building the Company.

<TABLE>
<S>                       <C>

(a) 1997:                 Mr. Tilton spent much of 1997 studying and developing a plan
                          for engaging in profitable pinhooking. Mr. Tilton's market
                          research came from several sources, including his personal
                          experience (e.g., by growing up in Louisville, Kentucky --
                          the heart of the thoroughbred industry), his participation
                          in horse ownership, and from his extensive reading of books
                          and trade publications in the field, including periodicals
                          such as Blood Horse and Thoroughbred Times. Mr. Tilton's
                          objective was threefold. He wished to (i) build a solid
                          understanding of the thoroughbred market, (ii) conduct
                          extensive first hand research, and (iii) develop a solid
                          business plan for the Company.

(b) January-June of       In addition to networking in Kentucky, Mr. Tilton made
    1998:                 numerous trips to Florida and California to meet with
                          individuals and entities in the thoroughbred industry. Mr.
                          Tilton continued to own a few race horses with other
                          individuals. His continued involvement with other horse
                          owners provided additional market research.

(c) July-Dec. of 1998:    Mr. Tilton attended thoroughbred auctions around the
                          country, including, but not limited to, the Fasig-Tipton
                          Auctions. Mr. Tilton met consigners in the horse breeding
                          and training business. He purchased one race horse in
                          September of 1998, five race horses in October and two in
                          December. Three of these horses were resold for a profit in
                          1999.

(d) March 1999:           Mr. Tilton formed the Company and was issued 12,000,000
                          shares of common stock. The Company then issued 1,150,000
                          shares of its Common Stock to five investors in exchange for
                          various services rendered to the Company by them in
                          connection with its organization and formation.
                          Specifically, two of such investors, namely, Rick Fox, Esq.
                          and Neil Broderick, Esq., provided legal services to the
                          Company, one, namely Henry Fischer, provided accounting
                          services to the Company and two, namely Andy Dyer and FT
                          Trading, provided financial advisory services to the
                          Company. The Company subsequently issued 43,000 shares of
                          its Common Stock at $.10 per share to 43 investors for a
                          total capital raise of $4,300. The Company relied upon the
                          exemption afforded by Section 4(2) of the Securities Act of
                          1933, as amended, for the issuance of these shares.

(e) July 1999:            The Company purchased its first horse at the Fasig Tipton
                          Auction. Mr Tilton loaned the Company $50,000 for the
                          purpose of making that purchase.

(f) Aug. 1999:            We acquired two additional horses for a total sum of
                          $121,000 at the Fasig Tipton New York Auction. The funds
                          used to purchase the horses were also borrowed from Mr.
                          Tilton.

(g) Sept. 1999:           We purchased one horse at the Keeneland sale.


</TABLE>

                                        4
<PAGE>

<TABLE>
<S>                       <C>

(h) Sept. 30, 1999:       The Augustine Fund, L.P., an Illinois Limited Partnership
                          with offices at 141 West Jackson Street, Suite 2182,
                          Chicago, Illinois 60604 (the "Augustine Fund") loaned the
                          Company $300,000 for operating expenses. The loan is
                          evidenced by a promissory note and is secured by 6,000,000
                          shares of our Common Stock owned by Mr. Tilton. The
                          promissory note was initially due and payable in the amount
                          of $375,000 on or before March 28, 2000. On March 22, 2000,
                          the Augustine Fund extended the due date to May 29, 2000. On
                          October 3, 2000 and April 12, 2001, The Augustine Fund
                          granted us an additional extension to March 31, 2001 and
                          January 1, 2002, respectively. The entire loan is
                          convertible, at the sole discretion of the Augustine Fund,
                          into shares of the Company's Common Stock (the "Converted
                          Shares") at $.10 per share and warrants excercisable into
                          one-half the number of Converted Shares at $.15 per share.

(i) October 1999:         We purchased three horses at the Fasig Tipton auction in
                          Maryland and two horses in Kentucky.

(j) December 15, 1999:    Mr. Andrew Dyer, with an address c/o The Dyer Group, 100
                          Tower Drive, Greenville, S.C. 29650, loaned the Company
                          $50,000 for operating expenses. The loan is evidenced by a
                          promissory note. The loan was originally due on August 13,
                          2000 but was extended on October 11, 1999 to March 31, 2001.
                          On April 12, 2001, Mr. Dyer granted us an additional
                          extension to January 1, 2002. The loan is convertible, at
                          the sole discretion of Mr. Dyer, into shares of the
                          Company's Common Stock (the "Converted Shares") at $.10 per
                          share and warrants excercisable into one-half the number of
                          Converted Shares at $.15 per share.

(k) January 31, 2000:     Mr. Andrew Dyer, with an address c/o The Dyer Group, 100
                          Tower Drive, Greenhille, S.C. 29600, loaned the Company an
                          additional $50,000 for operating expenses. The loan is
                          evidenced by a promissory note. The loan was originally due
                          on August 13, 2000 but was extended on October 11, 1999 to
                          March 31, 2001. On April 12, 2001, Mr. Dyer granted us an
                          additional extension to January 1, 2002. The loan is
                          convertible, at the sole discretion of Mr. Dyer, into shares
                          of the Company's Common Stock (the "Converted Shares") at
                          $.10 per share and warrants excercisable into one-half the
                          number of Converted Shares at $.15 per share.

</TABLE>

                                        5
<PAGE>

<TABLE>
<S>                       <C>

(l) Feb. 2000:            We sold two of our horses at the Ocalar Breeder Sales "OBS"
                          February sale in Miami. We also sold a 75% ownership
                          interest in another horse in a private transaction.

(m) March 2000 - April    We sold three of our horses, one at the OBS March sales in
    2000:                 Ocala, and two at the Keeneland April sale in Lexington,
                          Kentucky. We also purchased a horse at the OBS June sale in
                          Ocala as a racing prospect.

(n) May 2000:             We sold one of our horses at the Fasig Tipton May
                          Midatlantic sale in Baltimore, Maryland. We also purchased a
                          horse as a racing prospect at the same sale.

(o) June 2000:            We sold ownership interests in three of our horses in
                          private transactions.

(p) August 2000 -         We purchased five horses at the Keeneland September sale, 6
    October 2000:         horses at the Fasig Tipton Midatlantic sale, 3 horses at the
                          Fasig Tipton Kentucky sale, and one horse through a
                          private transaction. We borrowed $300,000 from Mr.
                          Tilton at an interest rate of 6% per annum as partial
                          payment for the horses and in consideration thereof
                          gave Mr. Tilton a security interest in certain of our
                          horses. This security does not require repayment upon
                          sale of the horse. Instead, the security interest
                          attaches to the proceeds from any such sale. The entire
                          loan is convertible, at the sole discretion of Mr.
                          Tilton, into shares of our Common Stock (the
                          "Converted Shares") at $.10 per share and warrants
                          exercisable into one-half the number of Converted
                          Shares at $.15 per share.

(q) September 2000:       We purchased the domain name Thoroughbredsales.com in
                          exchange for 25,000 shares of our Common Stock. We intend to
                          construct a corporate website using this domain name.

(r) December 2000         We sold one of our horses at Gulfstream Park and sold a 50%
                          ownership interest in another horse in a private
                          transaction. We also purchased 5 horses at the Fasig Tipton
                          December Mixed Sales.

</TABLE>

                                        6
<PAGE>

SUMMARY OF SOLD HORSES


The following is a summary of the horses we sold prior to March 31, 2001:


<TABLE>
<CAPTION>

                             DATE          DATE      SELLER/PLACE  AFFILIATION    SOURCE OF
     NAME OF HORSE        PURCHASED        SOLD      OF PURCHASE   TO PURCHASER   FINANCING
-----------------------  ------------  ------------  ------------  ------------  ------------
<S>                      <C>           <C>           <C>           <C>           <C>
Lord at War/Sa Marche      07/22/99      02/08/00    Fasig Tipton      None          (1)
Belong to Me/Vivas Lady    08/15/99      02/08/00    Fasig Tipton      None          (1)
Saint Damien - 75%         10/25/99      02/28/00    Fasig Tipton      None          (2)
Go for Gin/Bright Omen     10/06/99      03/31/00    Fasig Tipton      None          (2)
Cozzene/Sheergo            10/25/99      04/18/00    Fasig Tipton      None          (2)
Two Punch/Truth and        10/05/99      04/18/00    Fasig Tipton      None          (2)
  Beauty
Belong to Me/Caveat        08/15/99      05/23/00    Fasig Tipton      None          (1)
Wooglin - 65%              05/22/00      06/08/00    Fasig Tipton      None          (3)
Defending Honor - 40%      04/27/00      06/08/00    OBS Sales         None          (3)
Graham Point - 40%         09/14/99      06/08/00    Keeneland         None          (1)
Given to Fly               10/04/99      01/07/01    Fasig Tipton      None          (2)
Weekend Lover - 50%        10/25/00      12/01/00    White             None          (3)
                                                     Oaklawn Farm

</TABLE>


------------------
(1) Purchase financed from monies lent to Thoroughbred Interests, Inc. in 1999
    by Mr. Tilton.

(2) Purchase financed from monies lent to Thoroughbred Interests, Inc. in 1999
    by the Augustine Fund, L.P. and Mr. Tilton.

(3) Purchase financed from funds remaining from loans made to Thoroughbred
    Interests, Inc. in 1999 from the Augustine Fund, L.P., Mr. Tilton, and Mr.
    Dyer, and additional monies lent to Thoroughbred Interests, Inc. in 2000 by
    Mr. Tilton and Mr. Dyer.


                                        7
<PAGE>

INVENTORY OF OUR HORSES


The following was the inventory of our horses as of March 31, 2001:
<TABLE>
<CAPTION>
                                              DATE       SELLER/PLACE      AFFILIATION TO    SOURCE OF
    NAME OF HORSE             TYPE          ACQUIRED      OF PURCHASE        PURCHASER       FINANCING
---------------------  -------------------  --------  -------------------  --------------   -----------
<S>                    <C>                  <C>       <C>                  <C>              <C>
20% of Saint Damien    Colt 3-yr            10/25/99  Fasig Tipton              None            (2)
60% of Graham Point    Colt 3-yr            09/14/99  Keeneland                 None            (1)
60% of Defending       Colt 3-yr            04/27/00  OBS Sales                 None            (3)
  Honor
35% of Wooglin         Colt 3-yr            05/22/00  Fasig Tipton              None            (3)
Allen's Prospect/      Filly Yearling 2-yr  10/03/00  Fasig Tipton              None            (3)
  Goldfinch Filly
  Dafodilly
Devil's Sword          Colt Yearling 2-yr   10/03/00  Fasig Tipton              None            (3)
Party Manners/Bid to   Colt Yearling 2-yr   09/07/00  Keeneland                 None            (3)
  the Mint
Green Dancer/Puff of   Colt Yearling 2-yr   09/13/00  Keeneland                 None            (3)
  Luck
Cryptoclearance/ Dime  Filly Yearling 2-yr  09/14/00  Keeneland                 None            (3)
  Baby
K.O. Punch/ Endicotta  Filly Yearling 2-yr  09/15/00  Keeneland                 None            (3)
  Ridge
Glitterman/Willing     Colt Yearling 2-yr   09/17/00  Keeneland                 None            (3)
  Partner
Allen's Prospect/      Filly Yearling 2-yr  10/03/00  Fasig Tipton              None            (3)
  Bobaloubar
Wild Zone/Galleria     Filly Yearling 2-yr  10/03/00  Fasig Tipton              None            (3)
Allen's Prospect/      Filly Yearling 2-yr  10/04/00  Fasig Tipton              None            (3)
  Hallow Wean
Allen's Prospect/      Colt Yearling 2-yr   10/04/00  Fasig Tipton              None            (3)
  Mississippi Lights
50% Nicholas/ Weekend  Filly 2-yr           10/25/00  White Oaklawn Farm        None            (3)
  Delight
Fox Hound/Angel Puss   Colt 2-yr            10/25/00  Fasig Tipton              None            (3)
Prospectors Music/     Filly 2-yr           10/25/00  Fasig Tipton              None            (3)
  Award for Morgan
Go for Gin/ Northern   Filly 2-yr           10/26/00  Fasig Tipton              None            (3)
  Syl
Devil's Bag/Star       Filly Yearling       12/03/00  Fasig Tipton              None            (3)
  Cloud
Not for Love/ Weather  Filly Yearling       12/04/00  Fasig Tipton              None            (3)
  Vane
Not for Love/God       Colt Yearling        12/05/00  Fasig Tipton              None            (3)
  Given
Eastern Echo/ Devil's  Colt Yearling        12/04/00  Fasig Tipton              None            (3)
  Ballad
Rinka Das/Public Band  Colt Yearling        12/05/00  Fasig Tipton              None            (3)

</TABLE>


------------------
(1) Purchase financed from monies lent to Thoroughbred Interests, Inc. in 1999
    by Mr. Tilton.

(2) Purchase financed from monies lent to Thoroughbred Interests, Inc. in 1999
    by the Augustine Fund, L.P. and Mr. Tilton.

(3) Purchase financed from funds remaining from loans made to Thoroughbred
    Interests, Inc. in 1999 from the Augustine Fund, L.P., Mr. Tilton, and Mr.
    Dyer, and additional monies lent to Thoroughbred Interests, Inc. in 2000 by
    Mr. Tilton and Mr. Dyer.

(4) 5% ownership interest of this horse was transferred to Ciaran Dunne in
    consideration for services.

                                        8
<PAGE>

                                  RISK FACTORS

     An investment in our Common Stock involves risks. You should be able to
bear a complete loss of your investment. You should consider the following
risks, among others.


WE HAVE INCURRED LOSSES FROM INCEPTION AND MAY NEVER GENERATE PROFITS.

     We have only recently been incorporated and we are still engaged in
structuring our management and our proposed operations. Our operations are
subject to all of the risks inherent in the establishment of a new business
enterprise, including the lack of significant operating history. There can be no
assurance that future operations will be profitable. Revenues and profits, if
any, will depend upon various factors, including our ability to acquire horses
suitable for pinhooking, to adequately train such horses in order that they
achieve their potential, the expertise of our management, the market acceptance
of the products offered, costs and general economic conditions. There can be no
assurance that we will achieve our projected goals or accomplish our business
plans; and such failure could have a material adverse effect on us and the value
and price of our securities.

BECAUSE OF THE LIMITED EXPERIENCE OF MANAGEMENT IN PINHOOKING AND RACING OF
THOROUGHBRED HORSES OUR BUSINESS COULD SUFFER.

     James D. Tilton, our President and sole employee, currently makes all of
our decisions regarding the purchasing, training, racing and selling of our
thoroughbred horses. Mr. Tilton has had limited experience in pinhooking and
racing of thoroughbred horses. Prior to forming Thoroughbred Interests, Mr.
Tilton had pinhooked a total of six horses. There can be no assurance that Mr.
Tilton will be able to make the decisions necessary to earn a profit in the
business.

WE MAY NOT BE ABLE TO OBTAIN THE CAPITAL NEEDED TO FINANCE GROWTH AND CAPITAL
REQUIREMENTS.


     We will need additional capital and may not be able to obtain it in which
case our ability to continue in business would be materially and adversely
affected.


     We estimate that we require a minimum of approximately $500,000 and a
maximum of approximately $1,150,000 to operate for the next 12 months. The
minimum of $500,000 is required for operating expenses. The maximum will be
required, however, if the Augustine Fund and Mr. Andrew Dyer do not convert
their promissory notes into Common Stock of the Company. This estimate of
required funds includes the $375,000 due and payable to the Augustine Fund as of
January 1, 2002, the $100,000 due and payable to Mr. Andrew Dyer as of January
1, 2002 and $400,000 in estimated operating expenses including office rent,
boarding, training and/or racing our horses.


     There is no guarantee that we will be able to raise any such capital on
terms acceptable to us or at all. Such financing may be upon terms that are
dilutive or potentially dilutive to our stockholders. If alternative sources of
financing are required, but are insufficient or unavailable, we will be required
to modify our growth and operating plans in accordance with the extent of
available funding. At the present time, we do not intend to obtain any loan
financing from a lending institution. If necessary, Mr. Tilton may make a
personal loan to us at or below market rates, on terms customarily used by
lending institutions in making loans. Mr. Tilton is under no obligation to make
any such loans to us.


                                       9
<PAGE>


     If we are required to obtain loan financing, the amount of our profits (if
any) will decrease or the amount of our losses will increase due to the interest
charged on the loan. Loan financing may subject our operations to restrictions
imposed by the lending institution, hindering our ability to operate in the
manner best determined by our management and/or Board of Directors, with the
potential that such restrictions will impede or prevent our growth and/or
negatively impact our level of profits. Additionally, the use of debt financing
or leverage would subject us to the risk that any downturns in the thoroughbred
industry and any changes in interests rates (if we have an adjustable rate loan)
will substantially increase the likelihood that our operations will not be
profitable, possibly causing us to become bankrupt or to dissolve the
corporation.

WE DEPEND ON KEY PERSONNEL AND MAY NOT BE ABLE TO RETAIN THEM.

     Our future success will depend largely on the efforts and abilities of our
management, especially of our current sole officer, employee and director, James
D. Tilton, Jr. The loss of the services of Mr. Tilton or the inability to
attract additional, experienced management personnel could have a substantial
adverse effect on us. We have not obtained a "key man" insurance policy for Mr.
Tilton. Our ability to implement our strategies depends upon our ability to
attract highly talented managerial personnel. There can be no assurance that we
will attract and retain such employees in the future.

IF WE ARE UNABLE TO EFFECTIVELY MANAGE OUR ANTICIPATED GROWTH, OUR BUSINESS,
FINANCIAL RESULTS AND FINANCIAL CONDITION WILL BE MATERIALLY AND ADVERSELY
AFFECTED.

     Our inability to effectively manage our future growth will have a material
adverse effect on us. We anticipate that we will have rapid growth in the number
of horses that we own. This will place a strain on our managerial, operational,
and financial resources. We will initially use outside consultants and
specialists to provide thoroughbred consulting, legal counsel and preliminary
accounting until such persons are required on a full time or ongoing basis. We
currently employ one person, Mr. Tilton. Our future employment of personnel is
dependent on the number of horses we obtain. We expect to employ a bookkeeper in
the near future. There can be no assurance that we will be able to effectively
manage the expansion of our operations, or that our facilities, systems,
procedures or controls will be adequate to support our expanded operations.


                                       10
<PAGE>


WE MAY NOT BE ABLE TO COMPLY WITH ALL CURRENT AND FUTURE GOVERNMENT REGULATION.

     Our business operations are subject to all government regulations normally
incident to conducting business (e.g., occupational safety and health acts,
workmen's compensation statutes, unemployment insurance legislation, income tax
and social security laws and regulations, environmental laws and regulations,
consumer safety laws and regulations, etc.) as well as to governmental laws and
regulations applicable to small public companies and their capital formation
efforts. In addition, we are subject to laws and regulations regarding the
purchase, sale, breeding, transportation, care, and possibly, racing of horses.
Although we will make every effort to comply with applicable laws and
regulations, we can provide no assurance of our ability to do so, nor can we
predict the effect of those regulations on our proposed business activities.

IF WE ARE UNABLE TO COMPETE EFFECTIVELY WITH OUR COMPETITORS, WE WILL NOT BE
ABLE TO INCREASE REVENUES OR GENERATE PROFITS.

     Our ability to increase revenues and generate profitability is directly
related to our ability to compete effectively with our competitors. There are
many competitors in the pinhooking industry. Due to the fact that the majority
of pinhooking operations are run by private companies and partnerships, we are
unable to state the size or profitability of our competitors.

THERE IS NO ASSURANCE THAT OUR COMMON STOCK WILL BE CLEARED TO TRADE ON THE
OVER-THE-COUNTER BULLETIN BOARD.

     A market maker has filed a Form 211 with Nasdaq to have our Common Stock
quoted on the OTC-Bulletin Board. To date, Nasdaq has not cleared our Common
Stock to be quoted on the OTC-Bulletin Board and there is no assurance that our
Common Stock will ever be quoted on the OTC-Bulletin Board.

WE CANNOT GUARANTEE THAT AN ACTIVE TRADING MARKET WILL DEVELOP FOR OUR COMMON
STOCK.

     There is no public market for our Common Stock and there can be no
assurance that a regular trading market for our Common Stock will ever develop
or that, if developed, it will be sustained. Therefore, purchasers of our Common
Stock should have a long-term investment intent and should recognize that it may
be difficult to sell the shares, notwithstanding the fact that they are not
restricted securities. There has not been a market for our Common Stock. We
cannot predict the extent to which a trading market will develop or how liquid a
market might become.

                                       11

<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY.

         Our executive and administrative office is located at 127 South 6th
Street, Louisville, Kentucky 40202. We lease this facility from a non-affiliated
party. It has approximately 1865 square feet of office space consisting of three
separate offices, a library, a conference room, an kitchen and a bathroom. The
monthly rent is $2,360 of which Thoroughbred Interests, Inc. pays 50% with the
other 50% paid by TuneIn Media, Inc. Thoroughbred Interests, Inc. and TuneIn
Media, Inc. together own the office equipment and furniture. Management believes
that this facility is adequate for us for at least the next 12 months.

ITEM 3. LEGAL PROCEEDINGS.

       We are not a party to any material legal proceedings. However, from time
to time we may be subject to legal proceedings and claims in the ordinary course
of business. Such claim, even if not meritous, would result in the expenditure
by us of syndicated financial and managerial resources.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         No matters were submitted for shareholder approval during the fourth
quarter of the fiscal year covered by this Report.

                                       12
<PAGE>

PART II.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         Market Price. There is no trading market for the Company's Common Stock
at present and there has been no trading market to date. There is no assurance
that a trading market will ever develop or, if such a market does develop, that
it will continue.

         Holders. There are approximately 53 holders of record of the Company's
Common Stock.

         Dividend Policy. We have not had any earnings or profits and have not
paid any dividends. Our proposed operations are capital intensive and we need
working capital. Therefore, we will be required to reinvest any future earnings
in the Company's operations. Our Board of Directors has no present intention of
declaring any cash dividends, as we expect to re-invest all profits in the
business for additional working capital for continuity and growth. The
declaration and payment of dividends in the future will be determined by our
Board of Directors considering the conditions then existing financial condition,
including the Company's earnings, capital requirements, and other factors.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

       This Annual Report on Form 10-KSB and the information incorporated by
reference may include "forward-looking statements" within the meaning of Section
27a of the securities act and section 21e of the exchange act. We intend the
forward-looking statements to be covered by the safe harbor provisions for
forward-looking statements. All statements regarding our expected financial
position and operating results, our business strategy, our financing plans and
the outcome of any contingencies are forward-looking statements. The
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from those set forth or implied by any
forward looking statements.


RESULTS OF OPERATIONS

     REVENUES. Our revenues for the year ended December 31, 2000 was $703,015
compared to $0 for the period from March 25, 1999 to December 31, 1999 The
increase in revenues reflect the various sales of thoroughbred horses for the
year ended December 31, 2000. We began operations on March 25, 1999 and had no
sales for the period from inception to December 31, 1999.

     OPERATIONAL COSTS. Our operational costs for the year ended December 31,
2000 were $174,649 as compared to $55,720 for the period commencing March 25,
1999 to December 31, 1999. The increase in operational costs of $118,929 is a
result of an increase in sales of horses and related costs of an increase in
inventory.

     GENERAL & ADMINISTRATIVE. Our general & administrative expenses for the
year ended December 31, 2000 were $285,873 as compared to $38,947 for the period
commencing March 25, 1999 to December 31, 1999. The increase in general &
administrative expenses of $246,926 is a result of an increase in compensation
to our CEO of $90,000 and additional administrative costs from the sale of
horses.

     INTEREST INCOME. Our interest income for the year ended December 31, 2000
was $4,491 as compared to $0 for the period commencing March 25, 1999 to
December 31, 1999. The increase is due to interest earned on excess cash in our
bank accounts.


                                       13

<PAGE>


     INTEREST EXPENSE. Our interest expense for the year ended December 31, 2000
was $58,800 as compared to $39,500 for the period commencing March 25, 1999 to
December 31, 1999. The increase of $19,300 is due to an increase in borrowing by
us in 2000 to fund our operations.

FINANCIAL CONDITION

     At December 31, 2000, we had current assets of $835,908 as compared to
current liabilities of $953,417. Also at December 31, 2000 we had an accumulated
deficit of $409,036 and had a stockholders' deficit of $377,086.

LIQUIDITY AND CAPITAL RESOURCES

     We had a net decrease of $7,937 of cash for the year ended December 31,
2000. We have received extensions of the maturity dates of our note obligations
of $400,000 to January 1, 2002.

     We estimate that we require a minimum of approximately $500,000 and a
maximum of approximately $1,150,000 to operate for the next 12 months. In either
case, we will be required to raise additional capital within the next 12 months
in order to fund our business. The minimum of $500,000 is required for operating
expenses. The maximum will be required, however, if the Augustine Fund and Mr.
Andrew Dyer do not convert their promissory notes into Common Stock of the
Company. This estimate of required funds includes the $375,000 due and payable
to the Augustine Fund as of January 1, 2002, the $100,000 due and payable to Mr.
Andrew Dyer as of January 1, 2002 and $400,000 in estimated operating expenses
including office rent, boarding, training and/or racing our horses.


     Although there can be no assurance, we expect that both the Augustine Fund
and Andrew Dyer will convert their notes payable into our Common Stock pursuant
to their Amended Promissory Notes.


     Additionally, as of December 31, 2001, we held full title to 19
thoroughbreds and ownership interests, ranging from 20% to 60% in five
thoroughbreds. We expect to generate approximately $200,000 to $450,000 in gross
profits from the sales of these horses. This projection is based upon our
historical performance to date. Specifically, we have pinhooked 12 horses to
date and generated gross profits of approximately $275,000.00 from these
efforts. After giving effect to all our operating, general and administrative
expenses, interest and taxes, however, we still expect to operate at a net loss
for the next twelve months. We will therefore be required to seek additional
funds and to raise additional capital from public or private equity or debt
sources in order to fund our general and administrative costs and expenses, pay
off startup loans, support further expansion, meet competitive pressures, or
respond to unanticipated requirements.


                                       14
<PAGE>

     There is no guarantee that we will be able to raise any such capital on
terms acceptable to us or at all. Such financing may be upon terms that are
dilutive or potentially dilutive to our stockholders. If alternative sources of
financing are required, but are insufficient or unavailable, we will be required
to modify our growth and operating plans in accordance with the extent of
available funding. At the present time, we do not intend to obtain any loan
financing from a lending institution.

     If we are required to obtain loan financing, the amount of our profits (if
any) will decrease or the amount of our losses will increase due to the interest
charged on the loan. Loan financing may subject our operations to restrictions
imposed by the lending institution, hindering our ability to operate in the
manner best determined by our management and/or Board of Directors, with the
potential that such restrictions will impede or prevent our growth and/or
negatively impact our level of profits. Additionally, the use of debt financing
or leverage would subject us to the risk that any downturns in the thoroughbred
industry and any changes in interests rates (if we have an adjustable rate loan)
will substantially increase the likelihood that our operations will not be
profitable, possibly causing us to become bankrupt or to dissolve the
corporation.

     To the extent we are unable to meet our operating expenses or matured notes
payable, we may borrow funds from our president Mr. Tilton or others, or we may
attempt to raise capital from large institutional investment equity funds. Mr.
Tilton is not legally required to loan any money to us. If we are unable to
borrow or raise capital, we will have no choice but to sell thoroughbreds to
meet our operating expenses and/or obligations under the matured notes. In the
event any of our thoroughbreds have to be sold on an expedited basis, we expect
that they would have to be sold at a discount to their fair market price. Any
funds generated from sales of horses or from equity investments, if any, in our
company that exceeds our operating expenses and debt repayments will be used to
purchase additional thoroughbred horses.


ITEM 7. FINANCIAL STATEMENTS.

         The financial statements of Thoroughbred Interests, Inc., including the
notes thereto and the report of independent accountants thereon, commence at
page F-1 of this Report.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

         None.
                                       15
<PAGE>
PART III.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

     (a) The following table sets forth the name, age and position with the
Company of each officer and director of the Company as of the date of this
Report.

Our directors, executive officers and key employees, and their ages and position
as of March 31, 2001, are as follows:

<TABLE>
<CAPTION>
               NAME                  AGE    POSITION
               ----                  ---    --------
<S>                                  <C>    <C>
James D. Tilton, Jr.                 40     Chairman of the Board, Chief Executive Officer, President,
                                            and Secretary
</TABLE>


     JAMES "JIM" D. TILTON, JR., has served as Chairman of our Board of
Directors, Chief Executive Officer, President, Secretary, Treasurer and Sole
Director since our formation. Mr. Tilton has more than 16 years experience in
the securities industry. From 1995-1996, he was stockbroker at Morgan Keegan.
From 1997-1999, he worked independently in the securities industry, specializing
in corporate finance/investment banking. Mr. Tilton has been involved in the
financing of private and public small growth companies. Mr. Tilton holds Series
7, Series 24, Series 63 and Series 65 licenses. He also holds a license through
the State of Kentucky to sell insurance products. He has been inactive since
January 31, 1999 in order to devote his full attention to matters involving
Thoroughbred Interests, Inc. and TuneIn Media, Inc. Since January, 1999, Mr.
Tilton has been TuneIn Media, Inc.'s Chief Executive Officer and President.
TuneIn Media, Inc. is an interactive media content provider with a network of
integrated technology business. He is the Chairman of its Board of Directors,
holds a significant equity position in it and spends approximately five hours a
week on its business. Mr. Tilton spends the balance of his professional time,
approximately forty hours per week, on our business. Mr. Tilton has a B.A. in
Political Science with an emphasis in Accounting/Business from the University of
Louisville.


     (b) Other significant employees. None
     (c) Family Affiliations. None
     (d) Investment in certain legal proceedings. None


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Pursuant to Section 16 of the Exchange Act, the Company's Directors and
executive officers and beneficial owners of more than 10% of the Company's
Common Stock are required to file certain reports, within specified time
periods, indicating their holdings of and transactions in the Common Stock and
derivative securities. Based solely on a review of such reports provided to the
Company and written representations from such persons regarding the necessity to
file such reports, the Company is not aware of any failures to file reports or
report transactions in a timely manner during the Company's fiscal year ended
December 31, 2000, except that Jim Tilton filed a late Form 3.

                                       16

<PAGE>
ITEM 10. EXECUTIVE COMPENSATION.

EXECUTIVE COMPENSATION

         The following table sets forth the compensation awarded to, earned by
or paid to Mr. Tilton from inception of our company (March, 1999) through
December 31, 2000. We had no other officers during this period.


                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                                                        LONG TERM
                                                                                       COMPENSATION
                                                                                         AWARDS -
                                                                                        SECURITIES
                                                                         OTHER ANNUAL   UNDERLYING
 NAME AND PRINCIPAL POSITION       YEAR         SALARY       BONUS($)    COMPENSATION   OPTIONS(#)
-----------------------------  ------------  ------------  ------------  ------------  ------------
<S>                             <C>           <C>           <C>           <C>          <C>
James D. Tilton, Jr. Chairman      1999           0             0             0             --
of the Board, Chief Executive
Officer and President
                                   2000       $90,000(1)        0             0        3,000,000(2)
</TABLE>

(1) Mr. Tilton has agreed to defer his salary indefinitely.

(2) On January 3, 2000, Mr. Tilton was granted 3,000,000 incentive stock options
    pursuant to our Millennium Stock Option Plan at an exercise price of $0.11.
    The options are fully vested and currently exercisable.

EMPLOYMENT AND CONSULTING AGREEMENT

     We have an Employment Agreement with James D. Tilton which ends on December
31, 2002. The Agreement provides for the payment of an annual base salary of
$90,000 for calendar year 2000, $120,000 for calendar year 2001 and $180,000 for
calendar year 2002. The Agreement also provides for an annual incentive bonus of
varying percentages based on our annual earnings before income taxes,
depreciation and amortization, or EBITA. If our EBITA is at least $1,000,000 the
bonus is 30% of annual base salary, if it is at least $2,000,000 the bonus is
50% of annual base salary and if it is at least $4,000,000 the bonus is 100% of
annual base salary. The Agreement provides for the one-time grant pursuant to
our Millennium Stock Option Plan of 3,000,000 incentive stock options to Mr.
Tilton at 110% of the fair market value of our Common stock on the date of the
grant. When his options were issued on January 3, 2000 we used the last sales
price of our common stock for our then most recent private sale, or $.10, to
determine the fair market value. The options are fully vested and currently
exercisable. The Agreement further provides for the payment of Mr. Tilton upon
the discharge of Mr. Tilton without cause or the resignation of Mr. Tilton for
"good cause", or as defined in the Agreement of a lump sum equal to his annual
base salary and bonus. In addition, if the terminating event occurs on or before
June 30, 2001, we are to pay Mr. Tilton an additional $100,000.

     Mr. Tilton also has an employment agreement with TuneIn Media, Inc., an
interactive media content provider with a network of integrated technology
business, of which he is Chief Executive Officer and Chairman of the Board of
Directors.

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

     As permitted pursuant to the corporate law of the State of Nevada, our
state of incorporation, the Certification of Incorporation requires that we
indemnify its directors and officers against certain liabilities and expenses
incurred in their service in such capacities to the fullest extent permitted by
applicable law. These provisions would provide indemnification for liabilities
arising under the federal securities laws to the extent that such
indemnification is found to be enforceable under, and to be in accordance with
applicable law. Furthermore, the personal liability of the directors is limited
as provided in our Certificate of Incorporation.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Thoroughbred
Interests, Inc. pursuant to the foregoing provisions, or otherwise, we have been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

                                       17
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.


     The following table sets forth certain information known to us with respect
to beneficial ownership of our Common Stock as of date of this report by:

     * each stockholder known by us to be the beneficial owner of more than 5%
       of our Common Stock;
     * each of our directors;
     * the named executive officers; and
     * all executive officers and directors as a group.

     Except as otherwise indicated, we believe that the beneficial owners of
Common Stock listed below, based on information furnished by such owners, have
sole investment and voting power with respect to such shares, subject to
community property laws where applicable.


<TABLE>
<CAPTION>

                                       SHARES OF COMMON STOCK OWNED    SHARES OF COMMON STOCK OWNED
                                             PRIOR TO OFFERING              AFTER OFFERING (3)
          NAME AND ADDRESS             -----------------------------   -----------------------------
        BENEFICIAL OWNER (1)              NUMBER        PERCENT (2)       NUMBER        PERCENT (4)
-------------------------------------  -------------   -------------   -------------   -------------
<S>                                    <C>             <C>             <C>             <C>
James D. Tilton                        31,500,000(5)(6)(7)   92.89%      3,000,000          10.20%
c/o Thoroughbred Interests, Inc.
127 S. 6th Street
Louisville, KY 40202
Augustine Fund, L.P.                    5,625,000 (8)        17.56%            --              --
141 West Jackson Boulevard
Suite 2182
Chicago, Illinois 60604
Andy Dyer                               2,002,000 (9)         7.17%            --              --
c/o The Dyer Group
100 Tower Drive
Greenville, South Carolina
Total                                  39,127,000                       30,500,000
All Directors and Executive Officers   31,500,000            92.89%

</TABLE>


------------------
(1) For purposes of this table, a person or group of persons is deemed to have
    "beneficial ownership" of any shares which such person has the right to
    acquire within 60 days after the date of this Prospectus. For purposes of
    computing the percentage of outstanding shares held by which such
    person or group of persons has the right to acquire within 60 days after
    such date is deemed to be outstanding for the purpose of computing the
    percentage ownership for such person or persons, but is not deemed to be
    outstanding for the purpose of computing the percentage of ownership of any
    other person.

(2) Calculated on the basis of 26,411,000 shares of Common Stock issued and
    outstanding.

                                       18
<PAGE>


(3) Assumes the sale of all 9,802,000 shares offered by us.

(4) In the event that we are unable to sell all of the shares offered by us,
    each holder's ownership percentage of our Common Stock after this such
    offering will be higher than set forth.

(5) Includes 6,000,000 shares being held in escrow by H. Glen Bagwell as
    security for the loan made by The Augustine Fund, L.P. (the "Augustine
    Fund") to us and will be returned to James D. Tilton upon repayment to the
    Augustine Fund of the loan or the conversion by the Augustine Fund of the
    amount owing into our Common Stock. Mr. Tilton has sole voting and
    investment power in all of his shares.

(6) Includes 3,000,000 shares issuable upon exercisable of options, all of which
    are exercisable immediately under Thoroughbred Interests, Inc.'s Millennium
    Stock Option Plan.

(7) Includes 3,000,000 shares of our Common Stock and 1,500,000 shares of our
    Common Stock underlying warrants issuable pursuant to a convertible Secured
    Promissory Note dated October, 2000, as amended.

(8) Represents shares issuable upon conversion of the convertible Promissory
    Note dated September 30, 1999, as amended.

(9) Includes 1,500,000 shares issuable upon the conversion of the convertible
    Promissory Notes dated December 15, 1999 and January 31, 2000, as amended.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         In connection with our incorporation, we issued 12,000,000 shares of
our Common Stock to Mr. Tilton at the par value of $.001 per share. Mr. Tilton
received these shares in recognition of his pre-incorporation services.

         Subsequently, due to our 2 for 1 stock split, Mr. Tilton's shares were
increased to 24,000,000 shares. 6,000,000 of these shares are being held in
escrow in the name of H. Glen Bagwell as security for the Augustine Fund, L.P.

         There is no affiliation between Mr. Tilton and The Augustine Fund, L.P.
or Glen Bagwell, Jr.


     In connection with our purchase of several thoroughbreds in September and
October of 2000, pursuant to a written promissory note dated October 31, 2000
(the "Note"), Mr. Tilton loaned the Company $300,000 at an interest rate of 6%
per annum to pay for the horses. In consideration for the Note, pursuant to a
Pledge and Security Agreement dated October 31, 2000, we gave Mr. Tilton a
security interest in some of our horses. The entire loan is convertible, at the
sole discretion of Mr. Tilton, into shares of our Common Stock (the "Converted
Shares") at $.10 per share and warrants exercisable into one-half the number of
Converted Shares at $.15 per share.


                                       19
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

The following Exhibits are filed herewith and made a part hereof.

No.      Description of Exhibit
---      ----------------------
3.1      Articles of Incorporation of Thoroughbred Interests, Inc., dated
         March 25, 1999*

3.2      By-Laws of Thoroughbred Interests, Inc.*

4.1      Promissory Note dated September 30, 1999, between Thoroughbred
         Interests, Inc. and Augustine Fund, L.P.*

4.2      Note Extension Agreement between Thoroughbred Interests, Inc. and
         Augustine Fund, L.P. dated March 22, 2000*

4.3      Note Extension Agreement between Thoroughbred Interests, Inc. and
         Augustine Fund, L.P. dated October 3, 2000*

4.4      Amended Promissory Note dated November 21, 2000, between Thoroughbred
         Interests, Inc. and Augustine Fund, L.P.*

4.5      Note Extension Agreement dated March 31, 2001, between Thoroughbred
         Interests, Inc. and Augustine Fund, L.P.**

4.6      Promissory Note dated December 15, 1999, between Thoroughbred
         Interests, Inc. and Mr. Andrew Dyer*

4.7      Promissory Note dated January 31, 2000, between Thoroughbred Interests,
         Inc. and Mr. Andrew Dyer*

4.8      Note Extension Agreement between Thoroughbred Interests, Inc. and
         Mr. Andrew Dyer, dated October 11, 2000*

4.9      Amended Promissory Note dated November 21, 2000, between Thoroughbred
         Interests, Inc. and Mr. Andrew Dyer*

4.10     Amended Promissory Note dated November 21, 2000, between Thoroughbred
         Interests, Inc. and Mr. Andrew Dyer*

4.11     Note Extension Agreement dated April 12, 2001, between Thoroughbred
         Interests, Inc. and Mr. Andrew Dyer**

4.12     Secured Promissory Note dated October 31, 2000, between James D. Tilton
         and Thoroughbred Interests, Inc.*

4.13     Amended Secured Promissory Note dated April 12, 2001, between
         Thoroughbred Interests, Inc. and James D. Tilton**

10.1     Indemnity Agreement dated September 27, 1999, between James D. Tilton
         and Thoroughbred Interests, Inc.*

10.2     Stock Escrow Agreement dated September 30, 1999, by and between
         James D. Tilton, The Augustine Fund, and H. G. Bagwell*

10.3     Pledge and Security Agreement dated September 30, 1999 between James D.
         Tilton and the Augustine Fund, LP*

10.4     Thoroughbred Interests, Inc. Millennium Stock Option Plan*

10.5     Internet Domain Name Purchase Agreement, dated September 30, 2000*

10.6     Employment Agreement dated January 3, 2000 between James D. Tilton
         and Thoroughbred Interests, Inc.*

10.7     Lease Agreement dated November 11, 1999 between Goodshape LLC and
         Jim D. Tilton, Jr.*

10.8     Pledge and Security Agreement dated October 31, 2000, between James D.
         Tilton and Thoroughbred Interests, Inc.*

-----------------
* Incorporated by reference to the Company's Form 10-SB, as amended, filed with
the Securities and Exchange Commission on July 5, 2000.


** Incorporated by reference to the Company's Form 10-KSB filed with the
Securities and Exchange Commission on April 17, 2001.


REPORTS ON FORM 8-K: NONE

                                       20
<PAGE>
                                   SIGNATURES

         In accordance with the requirements of Section 13 or 15(d) of the
Exchange Act, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                       THOROUGHBRED INTERESTS, INC.


                                       /s/ James D. Tilton
                                       -------------------------------------
                                       James D. Tilton
                                       Chairman, President, Secretary and Chief
                                       Executive Officer

         In accordance with the requirements of the Exchange Act, this report is
signed below by the following persons on behalf of the Registrant in the
capacities and on the dates indicated.

     Name and Capacity                                        Date
     -----------------                                        ----

       /s/ James D. Tilton
-----------------------------------------------------         July 26, 2001
Name:  James D. Tilton
Title: Chairman, President, Secretary
       and Chief Executive Officer
       (Principal Executive Officer and
       Principal Financial and Accounting
              Officer)


                                       S-1

<PAGE>

                          THOROUGHBRED INTERESTS, INC.

                         INDEX TO FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                                                 PAGE
                                                                 ----
<S>                                                            <C>
Independent Auditors' Report................................        F-2

FINANCIAL STATEMENTS

Balance Sheets as of December 31, 2000 and 1999.............        F-3

Statements of Operations

  Year ended December 31, 2000 and the period commencing
     March 25, 1999 (Inception) to December 31, 1999........        F-4

  Statement of Changes in Stockholders' Equity for the Year
     ended December 31, 2000 and the period commencing March 25,
     1999 (Inception) to December 31, 1999..................        F-5

Statement of Cash Flows
  Year ended December 31, 2000 and the period commencing
     March 25, 1999 (Inception) to December 31, 1999........        F-6

Notes to Financial Statements...............................        F-7
</TABLE>

                                      F-1
<PAGE>
                              BAUM & COMPANY, P.A.
                          CERTIFIED PUBLIC ACCOUNTANTS
                       1515 UNIVERSITY DRIVE - SUITE 209
                          CORAL SPRINGS, FLORIDA 33071

                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Thoroughbred Interests, Inc.
Louisville, Kentucky

     We have audited the accompanying balance sheet of Thoroughbred Interests,
Inc. as of December 31, 2000 and 1999 and the related statement of income,
changes in stockholders' equity and cash flows for the year ended December 31,
2000 and the period commencing March 25, 1999 (inception) to December 31, 1999.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

     In our opinion, the financial statements present fairly, in all material
respects, the financial position of Thoroughbred Interests, Inc. at December 31,
2000 and 1999 and the statement of operations, changes in stockholders' equity
and cash flows for the year ended December 31, 2000 and the period commencing
March 25, 1999 (inception) to December 31, 1999 in conformity with generally
accepted accounting principles.


/s/ Baum & Company, P.A.
Baum & Company, P.A.
Certified Public Accountants


Coral Springs, Florida
March 15, 2001

                                      F-2
<PAGE>

                          THOROUGHBRED INTERESTS, INC.
                                 BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999


<TABLE>
<CAPTION>
                                                                     2000             1999
                                                                  ----------       ----------
<S>                                                               <C>              <C>
                                           ASSETS
Current Assets
  Cash......................................................      $    3,411       $   11,348
  Investment in thoroughbred horses.........................         832,496          441,107
                                                                  ----------       ----------
                                                                     835,908          452,455
Other assets
  Deferred registration costs...............................          39,348            5,385
                                                                  ----------       ----------
       Total assets.........................................      $  875,256       $  457,840
                                                                  ----------       ----------
                                                                  ----------       ----------

                            LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Note payable..............................................      $  400,000       $  350,000
  Accounts payable..........................................         376,917           64,235
  Accrued interest..........................................          86,500           38,000
  Accrued compensation - related party......................          90,000                0
                                                                  ----------       ----------
       Total current liabilities............................         953,417          452,235
                                                                  ----------       ----------
Other liabilities
  Loan payable - related party..............................         298,925          110,447
                                                                  ----------       ----------
       Total liabilities....................................       1,252,342          562,682
                                                                  ----------       ----------
Stockholders equity
  Preferred stock, par value $.001, 10,000,000 shares
     authorized; no shares issued...........................               0                0
  Common stock, par value $.001, 100,000,000 shares
     authorized; 26,411,000 and 26,386,000 shares issued and
     outstanding in 2000 and 1999 respectively..............          26,411           26,386
     Additional paid in capital.............................           5,539            3,064
     Accumulated deficit....................................        (409,036)        (134,167)
  Less: subscription receivable.............................               0             (125)
                                                                  ----------       ----------
                                                                    (377,086)        (104,842)
                                                                  ----------       ----------
       Total liabilities & stockholders equity..............      $  875,256       $  457,840
                                                                  ----------       ----------
                                                                  ----------       ----------
</TABLE>

              See accompanying notes to the financial statements.

                                      F-3
<PAGE>
                          THOROUGHBRED INTERESTS, INC.
                            STATEMENTS OF OPERATIONS
              FOR THE YEAR ENDED DECEMBER 31, 2000 AND THE PERIOD
           COMMENCING MARCH 25, 1999 (INCEPTION) TO DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                     2000              1999
                                                                  -----------       -----------
<S>                                                               <C>               <C>
Revenues....................................................      $   703,015       $         0
Cost of Horses Sold.........................................          463,053                 0
                                                                  -----------       -----------
Gross Profit................................................          239,962                 0
Operating Expenses
  Operational costs.........................................          174,649            55,720
  General & administrative..................................          285,873            38,947
                                                                  -----------       -----------
  Total operating expenses..................................          460,522            94,667
                                                                  -----------       -----------
Net income (loss) before other income and (expense).........         (220,560)          (94,667)
Other income and (expense)
  Interest income...........................................            4,491                 0
  Interest expense..........................................          (48,500)          (38,000)
  Interest expense - related party..........................          (10,300)           (1,500)
                                                                  -----------       -----------
                                                                      (54,309)          (39,500)
                                                                  -----------       -----------
Net income (loss) before provision for income taxes.........         (274,869)         (134,167)
Provision for income taxes..................................                0                 0
                                                                  -----------       -----------
Net income (loss)...........................................      $  (274,869)      $  (134,167)
                                                                  -----------       -----------
                                                                  -----------       -----------
Net (loss) per common share.................................      $     (0.01)      $     (0.01)
                                                                  -----------       -----------
                                                                  -----------       -----------
Weighted average number of common shares outstanding........       26,390,175        26,386,000
                                                                  -----------       -----------
                                                                  -----------       -----------
</TABLE>

              See accompanying notes to the financial statements.

                                      F-4
<PAGE>
                          THOROUGHBRED INTERESTS, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
              FOR THE YEAR ENDED DECEMBER 31, 2000 AND THE PERIOD
                    COMMENCING MARCH 25, 1999 (INCEPTION) TO
                               DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                              COMMON STOCK        ADDITIONAL      STOCK
                                          ---------------------    PAID IN     SUBSCRIPTION   ACCUMULATED
                                            SHARES      AMOUNT     CAPITAL      RECEIVABLE      DEFICIT
                                          ----------   --------   ----------   ------------   -----------
<S>                                       <C>          <C>        <C>          <C>            <C>
Balance - inception (March 25, 1999)...            0         0           0            0                0
Common stock issued to founder for
  services.............................   24,000,000    24,000           0            0                0
Common stock issued for services.......    2,300,000     2,300      (1,150)           0                0
Sale of common stock in 1999...........       86,000        86       4,214         (125)               0
Net (loss) from inception to
  December 31, 1999....................            0         0           0            0         (134,167)
                                          ----------   -------      ------         ----        ---------
Balance - December 31, 1999............   26,386,000    26,386       3,064         (125)        (134,167)
Payment of subscription................            0         0           0          125                0
Stock issued for domain name
  November 2000........................       25,000        25       2,475            0                0
Net (loss) December 31, 2000...........            0         0           0            0         (274,869)
                                          ----------   -------      ------         ----        ---------
Balance - December 31 2000.............   26,411,000   $26,411      $5,539         $  0        $(409,036)
                                          ----------   -------      ------         ----        ---------
                                          ----------   -------      ------         ----        ---------
</TABLE>

               See accompanying notes to the financial statements

                                      F-5
<PAGE>
                          THOROUGHBRED INTERESTS, INC.
                            STATEMENT OF CASH FLOWS
              FOR THE YEAR ENDED DECEMBER 31, 2000 AND THE PERIOD
           COMMENCING MARCH 25, 1999 (INCEPTION) TO DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                     2000              1999
                                                                  -----------       -----------
<S>                                                               <C>               <C>
Cash flows from operations:
  Net income (loss).........................................      $  (274,869)      $  (134,167)
  Adjustments to reconciliate net income (loss) to net cash
     provided by operating activities:
  Common stock issued for domain name.......................            2,500                 0
  Common stock issued for services..........................                0             1,150
  Common stock issued to founder............................                0            24,000
Changes in operating assets and liabilities:
  (Increase) in investment in thoroughbred horses...........         (391,389)         (441,107)
  Increase in accounts payable and other accrued expenses...          451,182           102,235
                                                                  -----------       -----------
Net cash provided (used) from operations....................         (212,576)         (447,889)
                                                                  -----------       -----------
Cash flows from financing activities:
  Proceeds of common stock issued...........................              125             4,175
  (Increase) in deferred registration costs.................          (33,963)           (5,385)
  Increase (decrease) in stockholder loan...................          188,477           110,447
  Proceeds of note payable..................................           50,000           350,000
                                                                  -----------       -----------
Net cash provided (used) from financing activities..........          204,639           459,237
                                                                  -----------       -----------
Net increase (decrease) in cash.............................           (7,937)           11,348
Cash - beginning............................................           11,348                 0
                                                                  -----------       -----------
Cash - ending...............................................      $     3,411       $    11,348
                                                                  -----------       -----------
                                                                  -----------       -----------
Supplemental disclosures:
  Interest paid.............................................      $    10,300       $     1,500
                                                                  -----------       -----------
                                                                  -----------       -----------
  Income taxes paid.........................................      $         0       $         0
                                                                  -----------       -----------
                                                                  -----------       -----------
</TABLE>

              See accompanying notes to the financial statements.

                                      F-6
<PAGE>
                          THOROUGHBRED INTERESTS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 1 -- BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS AND ORGANIZATION

The Company was organized under the laws of Nevada on March 25, 1999. The
Company business consists of purchasing, training and sales of thoroughbred
horses. The Company has emerged from its development stage in early 2000. The
Company incurred a deficit of $134,167 in its development stage.

ORGANIZATION COSTS

The Company has incurred various expenditures in the formation of its corporate
and organizational structure. In accordance with SOP 98-5 these costs will be
expensed as incurred.

REVENUE RECOGNITION


Revenue is recognized when thoroughbred horses are purchased for cash or
approved credit and title is transferred to the purchaser. Collectibility of
proceeds is reasonably assured at the time title is passed to the purchaser.
Delivery of the thoroughbred horses occurs at the time title is passed to
purchaser. The purchaser is responsible for delivery and the ultimate possession
of the horses acquired.


DEFERRED REGISTRATION COSTS

The Company has incurred various costs to prepare and file the required
documents for any future stock offering. These costs will be offset against the
proceeds of a successful offering, or expensed if unsuccessful. Registration
costs include legal, accounting and out-of-pocket expenses applicable to future
stock offering.

SUBSCRIPTION RECEIVABLE

Sales of common stock have occurred whereby the proceeds have not been received,
thus the balances have been reflected as an offset to stockholders equity.

INVESTMENT IN THOROUGHBRED HORSES

The Company's investment in thoroughbred horses are stated at the lower of cost
market. Costs of maintaining horses and other direct horse related costs are
expensed in the period incurred.

MANAGEMENT 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 revenues and expenses.
The actual outcome of the estimates could differ from the estimates made in the
preparation of the financial statements.

NET LOSS PER COMMON SHARE

The Company reports earnings per share in accordance with SFAS No. 128,
"Earnings per Share." Basic earnings per share is computed by dividing income
available to common stockholders by the weighted average number of common shares
available. Diluted earnings per share is computed simular to basic earnings per
share except the denominator is increased to include the number of additional
common shares that would have been outstanding. If the potential common shares
had been issued and if the additional common shares were dilutive. The following
potential common shares have been excluded from the computation of diluted net
loss per share for the periods presented because the effect would have been
anti-dilutive:

                                      F-7
<PAGE>
                          THOROUGHBRED INTERESTS, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                           DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                     AS OF DECEMBER 31,
                                                                  -------------------------
<S>                                                               <C>             <C>
                                                                    2000            1999
                                                                  ---------       ---------
  Options outstanding under the Company's stock option
     plan...................................................      3,000,000               0
  Common stock issuable upon conversion of Loan payable -
     related party..........................................      3,000,000               0
  Warrants issued in conjunction with Loan payable - related
     party..................................................      1,500,000               0
  Common stock issuable upon conversion of Notes payable....      4,750,000               0
  Warrants issued in conjunction with Notes payable.........      2,375,000               0
</TABLE>

NOTE 2 -- RELATED PARTY TRANSACTIONS

The Company has issued 24,000,000 shares of common stock to its founder at a par
value of $.001 for his time and effort in establishing the Company.

The founder of the Company has assumed the role of CEO and Chairman of the Board
of Directors at a salary and a stock option plan subject to the approval by the
Board of Directors. The financial statements reflect $90,000 of accrued
compensation in accordance with the agreement to be paid upon sufficient cash
flow. The employment agreement commenced on January 3, 2000 for a three year
period ending December 31, 2002. The base salary under this agreement is as
follows: $90,000, $120,000 and $180,000 for the years 2000, 2001 and 2002,
respectively.

The agreement in addition to scheduled salary increases also provides for
incentive bonuses in accordance with prescribed performance levels of the
Company. The incentives are based on annual earnings of the Company before
deduction of income taxes, depreciation and amortization ("EBIDA") The bonus
will be computed on annual base salary as detailed above at 30%, 50% and 100% of
base salary if the EBIDA reaches $1,000,000, $2,000,000 and $3,000,000,
respectively.

In addition, the CEO has received a grant of incentive stock options pursuant to
Company's Millennium Stock Option Plan of three million shares of common stock.


The CEO has advanced funds to the Company as a interest bearing 6% per annum
secured loan pursuant to a written promissory dated October 31, 2000. The loan
is payable in full on October 31, 2003. The security consists of certain horses
held in inventory. The loan is convertible into common stock (the "Converted
Shares") of the Company at $.10 per share and warrants exercisable into one-
half the number of Converted Shares at $.15 per share. Based on an approximate
loan balance at December 31, 2000 of $300,000 of principal only, the amount of
Converted Shares will be 3,000,000 of common stock and an additional 1,500,000
of common stock upon the exercise of stock warrants for a total of 4,500,000
issued shares. As of December 31, 2000, all accrued interest on the note balance
has been paid and has not been added to the loan principal balance. The warrants
are first exercisable at the date of conversion into the Converted Shares and
expire at the end of five years from such date. The Company used the
Black-Scholes model to determine the fair market value of these warrants which
is $0. There is no expense recognized for the conversion feature of the loan
payable due to the conversion price being equal to the fair value of the
Company's common stock.

In addition to the loan as discussed above which is pursuant to the promissory
note dated October 31, 2000, the CEO has advanced funds to the Company on an
informal basis as needed. These funds advanced are unsecured, interest bearing
at 6% per annum payable in three years from the date of the advance and not
subject to the conversion features of the other funds loaned to the Company.



The Company commenced in April 2000 utilizing an office facility leased by the
CEO on a informal agreement at $1,352 per month to conduct its business
operations. In review of this transaction, the disclosures pursuant to FASB 13
is not required since the Company has no legal commitment for future payment of
rent at its option.

NOTE 3 -- CAPITAL TRANSACTIONS

a.) The Company at its inception issued 24,000,000 shares of common stock to its
founder. The services rendered by the founder were valued at the par value of
the stock issued and expensed as startup costs.

                                      F-8
<PAGE>
                          THOROUGHBRED INTERESTS, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                           DECEMBER 31, 2000 AND 1999


b.) The Company at its inception issued 2,300,000 shares to individuals for
services rendered. These services were valued at $1,150 and expensed as startup
costs.


c.) The Company issued 86,000 shares of common stock during March and April 1999
for $4,300 pursuant to Section 4(2) of the Securities Act of 1933, as amended.

d.) The Company by an unanimous consent in lieu of a special meeting of
Directors approved a two (2) for one (1) forward stock split for all shares
issued and outstanding effective July 23, 1999. The authorized shares of common
stock increased from 50,000,000 to 100,000,000 and the par value remained at
$.001 per share.

e.) The Company issued 25,000 of common stock in November 2000 for a domain
name. The stock was valued at $.10 per share. The value of this domain name has
been expensed in 2000.

NOTE 4 -- STOCK OPTION PLAN

The Board of Directors has approved The Millennium Stock Option Plan effective
as of January 3, 2000 to compensate executives, key management personnel and
consultants of the Company. The plan document has authorized a maximum of
10,000,000 shares of common stock to be optioned at an exercise price to be
determined by the Company. In the case of the incentive stock option the
exercise price shall not be less than 100% of the fair market value of the
shares on the date the option is granted. The stock options are exercisable no
sooner than six months nor more than ten years from the date it is granted. The
fair market value of common stock options granted will be reflected as
compensation issued.

A summary of the status of the Company's stock option plan as of December 31,
2000.


<TABLE>
<CAPTION>
                                                                          WEIGHTED AVERAGE
                                                           SHARES          EXERCISE PRICE
                                                          ---------       ----------------
<S>                                                       <C>             <C>
Outstanding at December 31, 1999....................              0                0

Granted.............................................      3,000,000             $.11

Exercised...........................................              0                0

Forfeited...........................................              0                0
                                                          ---------             ----

Outstanding at December 31, 2000....................      3,000,000             $.11
                                                          ---------             ----

Options exercisable at December 31, 2000............      3,000,000             $.11
                                                          ---------             ----
</TABLE>


The Company has adopted only the disclosure provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation." It applies Accounting Principles
Bulletin ("APB") Opinion No. 25. "Accounting for Stock Issued to Employees," and
related interpertations in accounting for its Stock Option Plan and does not
recognize compensation expense for its Stock Option Plan other than for
restricted stock and options issued to outside third parties. If the Company had
elected to recognize compensation expense based upon the fair value at the grant
date for awards under the Stock Option Plan consistent with the methodology
prescribed by SFAS No. 123, the Comapny's net income and

                                      F-9
<PAGE>
                          THOROUGHBRED INTERESTS, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                           DECEMBER 31, 2000 AND 1999

earnings per share would be reduced to the pro forma amounts indicated below for
the year ended December 31, 2000:

<TABLE>
<S>                                                               <C>
Net income (loss)
  As reported...............................................      $(274,869)
  Pro forma.................................................      $(411,959)
Basic earning (loss) per common share
  As reported...............................................      $   (0.01)
  Pro forma.................................................      $   (0.02)
Diluted earnings (loss) per common share
  As reported...............................................      $   (0.01)
  Pro forma.................................................      $   (0.02)
</TABLE>

For purposes of computing the pro forma disclosures required by SFAS No. 123,
the fair value of each option granted to employees and directors is estimated
using the Black- Scholes option-pricing model. The fair value is computed as of
the date of grant using the following assumptions for grants in 2000: (i)
dividend yield of 0% (ii) expected volatility of 0% (iii) weighted-average
risk-free interest rate of approximately 6.2%, and (iv) expected life of 10
years.

The weighted average remaining contractual life of options outstanding issued
under the Stock Option Plan is 9.75 years at December 31, 2000. No compensation
expense was recognized as a result of the issuance of stock options during the
year ended December 31, 2000.


For options granted during the year ended December 31, 2000 where the exercise
price equaled the stock price at the date of the grant, the weighted-average
fair value of such options was $.05 and the weighted-average exercise price of
such options was $0.10. No options were granted during the year ended December
31, 2000 where the exercise price was greater than the stock price at the date
of grant or where the exercise price was less than the stock price at the date
of the grant.


NOTE 5 -- NOTES PAYABLE


On September 30, 1999 pursuant to a written promissory note the Company was
loaned $300,000 from Augustine Fund, L.P. The note has no stated interest but
calls for the payment of $375,000 in (180) one hundred eighty days from
September 30, 1999. The Augustine Fund L.P. has the right to convert all or any
portion of the $375,000 into 3,750,000 shares of common stock (the "Converted
Shares") at $.10 per share and warrants exercisable into one-half the number of
Converted Shares (1,875,000 shares) at $.15 per share. The warrants are first
exercisable at the date of conversion into the Converted Shares and expire at
the end of 5 years from such date. As security for this loan, the President of
the company has placed in escrow 6,000,000 restricted shares of common stock.
The Augustine Fund, L.P. granted the company an extension to January 1, 2002 for
satisfaction of the note. No additional interest is being accrued for the
extended period of the loan.


On December 15, 1999, pursuant to convertible promissory note the Company was
loaned $50,000 from Andrew Dyer (an individual). The note is unsecured and bears
interest at 12% per annum payable including interest on or before August 13,
2000.


On February 10, 2000 the Company received an additional $50,000 under the same
terms. The promissory notes are both convertible into 500,000 shares of common
stock (the "Converted Shares") at $.10 per share and warrants exercisable into
one-half the number of Converted Shares (250,000 shares) at $.15 per share. The
warrants are first exercisable at the date of conversion into the Converted
Shares and expire at the end of 5 years from such date.


The Company used the Black-Scholes model to determine the fair value of these
warrants which is $0. There is no expense recognized for the conversion feature
of these notes due to the conversion price

                                      F-10
<PAGE>
                          THOROUGHBRED INTERESTS, INC.
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                           DECEMBER 31, 2000 AND 1999

being equal to the fair value of the Company's common stock. The due date of the
notes plus accrued interest has been extended to January 1, 2002.

NOTE 6 -- INCOME TAXES

The Company accounts for income taxes using the asset and liability method.
Under this method, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit carryforwards. Deferred
tax assets and liabilities are measured using currently enacted tax rates. The
effect on deferred tax assets and liabilities of a change in the tax rates is
recognized in results of operations in the period that includes the enactment
date. Because of the uncertainty regarding the Company's future profitability,
the future tax benefit of its losses have been fully reserved for. Therefore, no
benefit for the net operating loss has been recorded in the accompanying
financial statements.

The net operating losses of $409,036 can be carried forward fifteen years
through 2015 to be offset against net income.

                                      F-11