SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                        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: [ ]

Registrant's revenues for its most recent fiscal year (ended December 31, 2001):
$883,179

Aggregate market value of voting stock held by non-affiliates: N/A

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

26,661,000 common shares were outstanding as of December 31, 2001.

                                   FORM 10-KSB

                           THOROUGHBRED INTEREST, INC.
             FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001





<PAGE>


                                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.                                     13
ITEM 3.  LEGAL PROCEEDINGS                                            13
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.         13

PART II.

ITEM 5.  MARKET FOR COMMON EQUITY AND
         RELATED STOCKHOLDER MATTERS.                                 14
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS.               14
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




<PAGE>





                                        2
                                     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. "Pinhooking" also
involves the purchase of a weanling, that is, a horse which is less than one
year old and reselling as a yearling. The Company acquired six thoroughbred
weanlings and 50% ownership interest in another weanling in November 2001 to
pinhook at the 2002 yearling sales. As of March 31, 2002 we held full title to
15 thoroughbreds and ownership interests, ranging from 33% to 50%, in three
thoroughbreds. We purchase most of our thoroughbreds from non-affiliated
breeders of thoroughbred yearlings through non-affiliated industry auction
houses, such as Fasig-Tipton, Keeneland and Ocala Breeders Sales Company.

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 yearling or 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) assist him in training the purchased
thoroughbreds; and (iii) assist him in determining whether the thoroughbred
should be sold as a two year old or raced.

We expect to incur numerous expenses in our efforts to pinhook and race
thoroughbred horses. First, we expect to pay a 5% acquisition 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 or others they hire will bill us for veterinary, food, shipping,
blacksmith, breaking in and training expenses. We also expect to make payments
to these horse trainers and consultants 5% of the sales price of each
thoroughbred that they train and we successfully sell. Additional expenses could
include sale nominations and entry fees, advertising and video production.

We also expect to incur mortality and surgical insurance expense. This insurance
will cost approximately 2.5% of the purchase price of each horse. Additionally,
for each thoroughbred we sell at auction, we expect to pay a fee of 5% of the
sale price to the auction house.

                                        3
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 four years to developing
and building the Company.




<PAGE>



(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 1998:       In addition to networking in Kentucky, Mr.Tilton made
                   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. The Company issued
                   2,050,000 shares of its Common Stock to 5 investors in
                   exchange for services. 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.



<PAGE>




(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.


<PAGE>


(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-    We sold three of our horses, one at the OBS March sales in
    April 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-
    October        2000: We purchased five horses at the Keeneland September
                   sale, 6 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 as
                   partial payment for the horses and in consideration thereof
                   gave Mr. Tilton a security interest in certain 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.

(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-
    January        2001 We sold one of our horses at Gulfstream Park and sold a
                   50% ownership interest in another horse in a private
                   ransaction. We also purchased 5 horses at the Fasig Tipton
                   December mixed Sales.

(s) July 2001: We sold a yearling purchased for $36,000 in December 2000 for
$50,000 at the Fasig Tipton July Sale before expenses.

(t) September 2001: We sold two yearlings purchased for $80,000 in December 2000
for $200,000 at the Keeneland September Sale before expenses.

(u) October 2001: We sold USS Tinosa who was originally purchased for $40,000 in
October 2000 for $225,000 before expenses and after the horse had earned the
Company nearly $115,000 on the track.

(v) January 2002: We sold privately a Siphon Colt for $200,000 before expenses.
The Colt was originally purchased for $40,000 in September 2001. We also sold
Lawn Mower privately, a Green Dancer Colt, for $105,000 before expenses. Lawn
Mower was originally acquired in September 2000 for $48,000 and earned the
Company nearly $25,000 before being sold.

(w) February 2002: We sold privately a Forest Wildcat Colt for $107,500 before
expenses which was originally purchased at the Keeneland September 2001 Yearling
sale for $70,000. We also sold an Indian Charlie Colt at the Fasig Tipton Calder
Two-Year-Olds in Training Sale for $175,000 before expenses. The horse was also
originally purchased at the Keeneland September 2001 Yearling Sale for $40,000.
(x) March 2002: We sold a Storm Boot Colt for $45,000 before expenses at the
Ocala Breeders



<PAGE>




Ocala Breeders Sales March Two-Year-Olds in Training Sale. The Colt was
originally purchased in September 2001 at Keeneland Yearling Sale for $7,500.

<TABLE>
<CAPTION>



SUMMARY OF SOLD HORSES

The following is a summary of the horses we sold prior to March 30, 2001:



                                                                          AFFILIATION
                           DATE           DATE         SELLER/PLACE           TO            SOURCE OF
  NAME OF HORSE          PURCHASED        SOLD         OF PURCHASE         PURCHASER        FINANCING
<S>                        <C>            <C>          <C>                   <C>               <C>
Lord at War/Sa Marche      07/99          02/00        Fasig Tipton          None              (1)
Belong to Me/Viva's Lady   08/99          02/00        Fasig Tipton          None              (1)
Saint Damien - 75%         10/99          02/00        Fasig Tipton          None              (2)
Go for Gin/Bright Omen     10/99          03/00        Fasig Tipton          None              (2)
Cozzene/Sheergo            10/99          04/00        Fasig Tipton          None              (2)
Two Punch/Truth            10/99          04/00        Fasig Tipton          None              (2)
  and Beauty
Belong to Me/Cavcat        08/99          05/00        Fasig Tipton          None              (1)
Afternoon Delites - 65%    05/00          06/00        Fasig Tipton          None              (3)
Defending Honor - 40%      04/00          06/00        OBS Sales             None              (3)
French Deputy - 40%        09/99          06/00        Keeneland             None              (1)
Given to Fly/Bean          10/99          01/01        Fasig Tipton          None              (2)
Nicholas/Weekend
  Delight - 50%            10/00          12/00        White Oak Farm        None              (3)

Allen's Prospect/Goldfinch 10/00          05/01        Fasig Tipton          None              (2)
Party Manners/Bid to the
  Mint                     09/00          06/01        Keeneland             None              (3)
Glitterman/Willing Partner 09/00          06/01        Keeneland             None              (3)
35% - Wooglin              05/00          07/01        Fasig Tipton          None              (3)
Devil's Bag/Star Cloud     12/00          07/01        Fasig Tipton          None              (3)
60% - Defending Honor      04/00          09/01        OBS Sales             None              (3)
Not For Love/Weather Vane  12/00          09/01        Fasig Tipton          None              (3)
Not For Love/God Given     12/00          09/01        Fasig Tipton          None              (3)
20% - Saint Damien         10/99          10/01        Fasig Tipton          None              (3)
USS Tinosa                 10/00         10/01 & 11/01 Fasig Tipton          None              (3)
Devil's Sword              10/00          12/01        Fasig Tipton          None              (3)
50% - Weekend Lover        10/00          12/01        White Oak Farm        None              (3)
Wild Ballad                12/00          12/01        Fasig Tipton          None              (3)
60% - Graham Point         09/99          01/02        Keeneland             None              (3)
Lawn Mower                 09/00          01/02        Keeneland             None              (3)
Wild Zone/Galleria         10/00          01/02        Fasig Tipton          None              (3)
Allen's Prospect/
 Hallow Wean               10/00          03/02        Fasig Tipton          None              (3)
Siphon/Little by Little    09/01          01/02        Keeneland             None              (3)
Rinka Das/Public Band      12/00          02/02        Fasig Tipton          None              (3)
Forest Wildcat/Silver Rum  09/00          02/02        Keeneland             None              (3)
Indian Charlie/Ruby Silver 09/00          02/02        Keeneland             None              (3)
Storm Boor/Raria           09/00          02/02        Keeneland             None              (3)
10% - Two Punch/Why Walk   11/01          02/02        Keeneland             None              (3)
10% - Maria's Mon/
 Double Doubleville        11/01          02/02        Keeneland             None              (3)
10% - Silver Charm/Liz Cee 11/01          02/02        Keeneland             None              (3)
5% - Stravinsky/Slide By   11/01          02/02        Keeneland             None              (3)
10% - Clever Trick/
 Southern Musical          11/01          02/02        Keeneland             None              (3)
10% - Maria's Mon/
 I Love Green              11/01          02/02        Keeneland             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 the Company in 2000 by Mr. Tilton and Mr. Dyer and
in 2001 by Mr. Tilton. Also, sale proceeds have been reinvested when available.



<PAGE>



<TABLE>
<CAPTION>


                                      INVENTORY OF OUR HORSES

The following was the inventory of our horses as of March 31, 2001:




                                                                           SELLER/PLACE      AFFILIATION
            NAME OF HORSE             TYPE             DATE ACQUIRED       OF PURCHASE       TO PURCHASER     SOURCE OF FINANCING
<S>                                   <C>                 <C>              <C>                   <C>                 <C>
Miss Punch                            Filly 3-yr          09/00            Fasig Tipton          None                (3)
Bootleg and Susy                      Filly 3-yr          10/00            fasig Titpon          None                (3)
Gulfport                              Colt 3-yr           10/00            Fasig Tipton          None                (3)
MelodyforMorgan                       Filly 3-yr          10/00            Fasig Tipton          None                (3)
Miss Kayleigh                         Filly 3-yr          10/00            Fasig Tipton          None                (3)
33% of Maria's Mon/Full Retreat       Colt 2-yr           09/01            Keeneland             None                (3)
Unbridleds Song/Mz. Mazuma            Colt 2-yr           09/01            Keeneland             None                (3)
American Boundary                     Colt 2-yr           09/01            Keeneland             None                (3)
Deputy Commander/Kelly Amber          Filly 2-yr          09/01            Keeneland             None                (3)
End Sweep/Personal Line               Filly 2-yr          10/01            Fasig Tipton          None                (3)
50% of Tinner's Way/Magical Avie      Colt 2-yr           10/01            Fasig Tipton          None                (3)
90% of Two Punch/why Walk             Colt Yearling       11/01            Keeneland             None                (3)
90% of Maria's Mon/Double Doubleville Colt Yearling       11/01            Keeneland             None                (3)
90% of Silver Charm/Liz Cee           Colt Yearling       11/01            Keeneland             None                (3)
90% of Siphon/Really Nifty            Colt Yearling       11/01            Keeneland             None                (3)
45% of Stravinsky/Slide By            Colt Yearling       11/01            Keeneland             None                (3)
90% of Clever Trick/Southern Musical  Colt Yearling       11/01            Keeneland             None                (3)
90% of Maria's Mon/I Love Green       Filly Yearling      11/01            Keeneland             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 and in 2001 by Mr. Tilton. Also, sales proceeds when available have
been reinvested.




                                  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 just started generating profits.

We have only been incorporated since 1999 and we are still structuring and
developing our management and 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 continue to 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.



<PAGE>



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. 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 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 may 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.

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 continue to make personal
loans to us at or below market rates, on terms customarily used by lending
institutions in making loans.

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.


<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.




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., of which Mr. Tilton our President is
paying as TuneInMedia, Inc. presently has insufficient funds to pay.
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 24-36 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.


                                    PART II.

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

(a) Market Information

A limited public market for the Company's Common Stock exists on the NASDAQ
Bulletin Board under the symbol "TBIN."

The following table sets forth the range of high and low closing prices for the
Company's Common Stock for each quarterly period indicated, as reported by
brokers and dealers making a market in the capital stock. Such quotations
reflect inter-dealer prices without retail markup, markdown or commission, and
may not necessarily represent actual transactions.

Quarter Ended              High            Low
December 31, 2001          $.20            $.15
March 31, 2002             $.26            $.06

* The Company's Common Stock commenced tradingon November 30, 2001.

As of March 31, 2002, htere were approximately 75 record holders of the
Company's Common Stock.

The Company has not paid any cash or other dividends on its Common Stock since
its inception and does not anticipate paying any such dividends in the
foreseeable future.  The Company intends to retain any earnings for use in the
Company's operations and to finance the expansion of its business.


<PAGE>


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.

PLAN OF OPERATIONS FOR THE NEXT 12 MONTHS

We have developed a plan of operations reflecting our objectives and anticipated
growth for the next 12 months and beyond. In our plan, we identify our cash
requirements, our anticipated purchases of new horses, and our required staffing
and additional funding requirements to fulfill our business objectives.

Cash Requirements

We estimate that we require a minimum of approximately $500,000 and a maximum of
approximately $875,000 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 does 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, 2003 and
$500,000 in estimated operating expenses including office rent, boarding,
training and/or racing our horses. Mr. Andrew Dyer converted his $100,000
promissory note into 1,238,350 common shares of stock on March 21,2002.


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

Additionally, as of March 31, 2001, we held full title to 15 thoroughbreds and
ownership interests, ranging from 33% to 50% in three thoroughbreds. We expect
to generate approximately $1,000,000 to $1,250,000 in revenue from the sales of
these horses. This projection is based upon our historical performance to date.
Specifically, we have pinhooked approximately 35 horses since the inception of
the Company.

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. 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.

Change in Number of Employees

We may hire up to three additional employees in 2002, finances permitted, in the
areas of marketing and sales.

ITEM 7. FINANCIAL STATEMENTS.




<PAGE>


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.



                                    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:



       NAME                  AGE    POSITION
       ----                  ---    --------
James D. Tilton, Jr.          41    Chairman of the Board, Chief Executive
                                     Officer, President, and Secretary


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 also
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, and holds a
significant equity position in it. 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.





<PAGE>


<TABLE>
<CAPTION>


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


                                                                     Long Term
                                                                     Compensation
Name and                                                             Awards-
Principal                                          Other Annual      Securities
Position         Year    Salary($)    Bonus($)     Compensation      Underlying Options-(#)
--------         ----    ---------    --------     ------------      ----------------------
<S>              <C>     <C>          <C>          <C>               <C>
James D.         1999    0            0            0
Tilton, Jr.
Chairman of      2000    $90,000(1)   0            0                 3,000,000(2)
the Board,
Chief
Executive
Officer and
President

</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.

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
equal based on our annual earnings before income taxes, depreciation and
amortization. The Agreement provides for the one-time grant pursuant to our
Millennium Stock Option Plan on 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.
The options are vested and exercisable immediately. 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.

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.


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



<PAGE>


The following table sets forth, as of the date of this Report, the number and
percentage of shares of outstanding Common Stock owned by each person owning at
least 5% of the Company's Common Stock, each officer and director owning stock,
and all officers and directors as a group:


#
NAME AND ADDRESS OF            NUMBER OF SHARES OF            PERCENTAGE
BENEFICIAL OWNER               BENEFICIALLY OWNED             OF CLASS (1)
----------------               ------------------             ------------
James D. Tilton, Jr.            29,816,000 (2)(3)(4)             91.32%
8702 Twin Ridge Road
Louisville, KY  40242

All Officers and Directors as   29,816,000                       91.32%
a Group (1 Person)

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



(1) Based upon 26,661,000 shares issued and outstanding

(2) 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
the Company 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 Common Stock of the Company. Mr. Tilton has sole voting and
investment power in all 24,000,000 shares.

(3) Includes 3,000,000 options to purchase 3,000,000 shares of the Company's
Common Stock pursuant to the Company's Millennium Stock Option Plan. All of the
options are vested.

(4) Includes 3,000,000 shares of common stock and 1,500,000 shares of Company's
Common Stock underlying warrants issuable pursuant to a convertible Secured
Promissory Note dated October 31, 2000, as amended.

                                       17
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 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 its 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.
Additional funds have been advanced since by Mr. Tilton. The funds are
considered a loan repayable when funds are available.



<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



<PAGE>



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.*

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



<PAGE>




          Note Extension dated February 11, 2002 by the Augustine Fund.


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

** Filed herewith.

REPORTS ON FORM 8-K: NONE

                                   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
-----------------------------------------------------         April 01, 2002
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



                                                                        Page

INDEPENDENT AUDITORS' REPORT                                             F-2

FINANCIAL STATEMENTS

Balance Sheets as of December 31, 2001 and 2000                          F-3

Statements of Operations

     Years ended December 31, 2001 and 2000                              F-4

Statement of Changes in Stockholders' Equity

     Years ended December 31, 2001 and 2000                              F-5

Statement of Cash Flows

     Years ended December 31, 2001 and 2000                              F-6

Notes to Financial Statements                                            F-7






<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, 2001and 2000 and the related statement of income, changes in
stockholders' equity and cash flows for the years then. 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,
2001 and 2000 and the statement of income, changes in stockholders' equity and
cash flows for the years then ended. in conformity with generally accepted
accounting principles.





/s/ Baum & Company, P.A.
------------------------------
    Baum & Company, P.A.




Coral Springs, Florida
March 18, 2002
                                       F-2

<PAGE>






                          THOROUGHBRED INTERESTS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999

                                     ASSETS
<TABLE>
<CAPTION>


                                                                               2001                      2000
                                                                            -----------               -----------
<S>                                                                            <C>                        <C>
Current Assets
    Cash in bank                                                               $  8,979                   $ 3,411
    Investment in thoroughbred horses (note 1)                                1,184,343                   832,496
                                                                               --------                  --------
                                                                              1,193,322                   835,908
Other assets
      Deferred registration costs (note 1)                                      160,853                    39,348
                                                                               --------                  --------
         Total assets                                                        $1,354,175                  $875,256
                                                                               ========                  ========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

    Note payable (note 5)                                                    $  400,000                  $ 400,000
    Accounts payable and accrued expenses                                       758,446                    463,417
    Accrued compensation - related party                                         90,000                     90,000
                                                                            -----------                 ----------

         Total current liabilities                                            1,248,446                    953,417

Other liabilities

      Loan payable - stockholder (note 2)                                       635,511                    301,989
                                                                            -----------                 ----------

            Total liabilities                                                 1,883,957                  1,255,406
                                                                             ----------                 ----------
 Stockholders equity

      Preferred stock, par value $ .001, 10,000
           shares authorized; no shares issued                                 -  0 -                       - 0 -
    Common stock, par value  $.001,
         100,000,000 shares authorized;
        26,661,000 and 26,411,000 shares issued and
          outstanding in 2001 and 2000 respectively                              26,411                     26,386
         Additional paid in capital                                              17,789                      2,475
       Accumulated deficit                                                     (574,232)                  (409,036)

                                                                             ----------                  ---------
                                                                               (529,782)                 (380,150)
                                                                             ----------                  ---------

         Total liabilities & stockholders equity                             $ 1,354,175                 $ 875,256
                                                                              ==========                  =========
</TABLE>

                                       F-3
<PAGE>
                          THOROUGHBRED INTERESTS, INC.
                              STATEMENTS OF INCOME
                  FOR THE YEAR ENDED DECEMBER 31, 2001 AND 2000


<TABLE>
<CAPTION>


                                                                                   2001               2000
                                                                             --------------     --------------
<S>                                                                            <C>                  <C>
Revenues                                                                       $   883,179          $ 703,015
Cost of Horses Sold                                                                409,165            463,053
                                                                               -----------          -----------
Gross Profit                                                                       474,014            239,962

Operating Expenses                                                                 451,851            174,649
     General & administrative                                                      147,509            288,473
                                                                               -----------          -----------
     Total operating expenses                                                      599,360            460,522
                                                                               -----------          -----------
Net income (loss) before other income and expense                                 (125,346)          (223,160)

Other income and expense
      Interest income                                                                - 0 -              4,491
      Interest expense                                                             (12,000)           (45,900)
      Interest expense - related party                                             (27,850)           (10,300)
                                                                               -----------          -----------
                                                                                   (39,850)           (51,709)
                                                                               -----------          ---------


Net income (loss) before provision for income taxes                               (165,196)          (274,869)

Provision for income taxes                                                           - 0 -              - 0 -
                                                                               -----------         -----------
Net income (loss)                                                              $  (165,196)        $ (274,869)
                                                                               ===========         ===========
Net (loss) per common share-development stage                                  $      0.01          $    0.00
                                                                               ===========         ===========
Weighted average number of common shares outstanding                            26,661,000         26,390,175
                                                                               ===========         ===========

</TABLE>

                                      F-4
<PAGE>

                          THOROUGHBRED INTERESTS, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 2001 AND 2000


<TABLE>
<CAPTION>
                                                          Common stock                Additional paid          Accumulated
                                                     Shares           Amount            in capital                Deficit
                                                 -------------------------------     ------------------       ---------------

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

<S>                                                  <C>                  <C>                <C>               <C>
Balance - December 31, 1999                          26,386,000           26,386             3,064             (134,167)

Stock issued for domain name
    November 2000                                        25,000               25             2,475                - 0 -

Net (loss) December 31, 2000                              - 0 -            - 0 -             - 0 -             (274,869)

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

Balance - December 31, 2000                          26,411,000          26,411              5,539            (409,036)

Stock issued for services                               250,000             250             12,250               - 0 -

Net ( loss ) December 31, 2001                           - 0 -             - 0 -             - 0 -            (165,196)
                                                     ----------      -----------       -----------           ----------

Balance - December 31 2001                           26,661,000      $    26,661             - 0 -           $ (574,232)
                                                     ==========      ===========       ===========           ==========


</TABLE>

See accompanying notes to the financial statements.

                                       F-5
<PAGE>


See accompanying notes to the financial statements




<PAGE>
                          THOROUGHBRED INTERESTS, INC.
                             STATEMENT OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000


<TABLE>
<CAPTION>



                                                                                  2001                  2000
                                                                              ----------             ---------
<S>                                                                         <C>                      <C>
Cash flows from operations:
    Net income (loss)                                                       $ (165,196)              $(274,869)
    Adjustments to reconciliate net income (loss) to net
         cash provided by operating activities:
    Common stock issued for domain name                                          - 0 -                   2,500
    Common stock issued for services                                            12,500                   - 0 -
 Changes in operating assets and liabilities:
      (Decrease) in investment in thoroughbred horses                         (351,847)               (391,389)
    (Decrease) in accounts payable and accrued expenses                        295,029                 451,182
                                                                             ----------               ---------
Net cash provided (used) from operations                                      (209,514)                212,576
                                                                             ----------               ---------

Cash flows from financing activities:


    (Increase) in deferred registration costs                                 (121,505)                (33,963)
    Increase (decrease) in stockholder loan                                    336,587                 188,477
    Proceeds of note payable                                                     - 0 -                  50,000
    (Increase) in subscriptions receivable                                       - 0 -                     125
                                                                            ----------               ---------
Net cash provided (used) from financing activities                             215,082                 204,639
                                                                            ----------               ---------
Net increase (decrease) in cash                                                  5,568                 (7,937)

Cash  - beginning                                                                3,411                (11,348)
                                                                             ---------               ---------
Cash - ending                                                                $   8,979               $   3,411
                                                                             =========               =========
Supplemental disclosures:
      Interest expense                                                       $  12,000               $  10,300
                                                                             =========               =========
</TABLE>


See accompanying notes to the financial statements.


                                       F-6
<PAGE>



                          THOROUGHBRED INTERESTS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

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. The purchaser is
responsible for delivery and ultmate 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.

INVESTMENT IN THOROUGHBRED HORSES

The Company's investment in thoroughbred horses are stated at the lower of cost
or market plus applicable carrying costs. 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.


                                       F-7




<PAGE>


                          THOROUGHBRED INTERESTS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 1 - BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
CONTINUED

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 (
loss ) available to common stockholders by the weighted average number of common
shares available. Diluted earnings per share is computed similar 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.

<TABLE>
<CAPTION>



                                                                                        December 31

                                                                                   2001                 2000
                                                                                  -------              -------

<S>                                                                               <C>                     <C>
Options outstanding under the company's stock option plan                         3,000,000             - 0 -

Common stock issuable upon conversion of stockholder's  note payable              3,000,000             - 0 -

Warrants issued in conjunction with stockholder's note payable                    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. An
substantial amount of these shares will be subject to a restriction against
transfer for a period of at least one year pursuant to SEC rule 144.

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 2000 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 employment
agreement has been deferred until the Company has achieved sufficient cash flow
to incur these expenditures.

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.



                                       F-8



<PAGE>



                          THOROUGHBRED INTERESTS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 2 - RELATED PARTY TRANSACTIONS  - continued

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

The CEO has advanced funds as a interest bearing at 6% per annum,secured loan
pursuant to a written

Agreement and secured by certain horses held in inventory. The loan is
convertible into common stock ("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 note balance at December 31, 2001 of $ 300,000 of
principal only, the converted shares will be 6,000,000 0f common stock an an
additional 1,500,000 0f common stock upon the exercise of stock warrants for a
total of 4,5000,000 issued shares. As of December 31, 2001 and 2000, all accrued
interest on the note balance has been added to the loan principal balance. The
stock warrants expire at the end of five years from the date of conversion of
"converted shares". The Company used the Black-Scholes model to determine the
fair market value of these benefits 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. Additional
funds have been loaned to the Company payable when funds are sufficient.

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.

b.) The Company at its inception issued 2,300,000 shares to individuals for
services rendered. These services were valued at the par value of the stock
issued and expenses 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 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.

f.) The Company issued 250,000 shares of restricted common stock to for
consulting serices on August 24, 2001 valued at $ .05.



<PAGE>


                                       F-9


                          THOROUGHBRED INTERESTS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 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 yearend.




                                                                Weighted Average
                                                     Shares     Exercise  Price
                                                     ------     ----------------
           Outstanding at beginning of year       3,000,000              $ .10
           Granted                                      - 0 -              - 0 -
           Exercised                                    - 0 -              - 0 -
           Forfeited                                    - 0 -              - 0 -
                                                  ----------              -----
           Outstanding at end of year              3,000,000             $  10
                                                  ----------              -----
           Options exercisable at year-end         3,000,000             $ .10
                                                  ----------             ------



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. The weighted
average remaining contractual life of options outstanding issued under the Stock
Option Plan is 9.75 years at December 31, 2001. No compensation expense was
recognized as a result of the issuance of stock options during the years ended
December 31,2001 and 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 $0.11 and the
weighted-average exercise price of such options was $0.10. No options were
granted during the year ended December 31, 2001 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 shares of common stock (the "Converted Shares") at
$.10 per share and warrants exercisable into one-half the number of Converted
Shares at $.15 per share. As security for t



<PAGE>




                          THOROUGHBRED INTERESTS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 5 - NOTES PAYABLE - continued

his 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, 2003 for satisfaction of the note.

On December 15, 1999, pursuant to convertible promissory note the Company was
loaned$50,000 from 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 fifty shares of common
stock (the "Converted Shares") at $.10 per share and warrants exercisable into
one-half the number of Converted Shares at $.15 per share. The due date of the
notes plus accrued interest has been extended to January 1, 2002. Mr. Dyer
converted his note on March 21, 2002 into 1,238,350 shares of common stock.



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 $ $575,000 can be carried
forward fifteen years through 2016 to be offset against net income.



<PAGE>







                                      F-10



                                   EXHIBIT 4.5

                          THOROUGHBRED INTERESTS, INC.
                              127 South 6th Street
                           Louisville, Kentucky 40202
                                February11, 2002

The Augustine Fund, L.P.
141 West Jackson Street
Suite 2182
Chicago, Illinois 60604

Ladies and Gentlemen:

As you are aware, Thoroughbred Interests, Inc. and The Augustine Fund, L.P.
entered into a promissory note as of September 30, 1999, as amended, in the
amount of $375,000 (the "Note") and that the Note matured on January 1, 2002.

Per our previous conversations, and for $10 and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, I
hereby request that the Due Date, as defined in the Note and earlier extended,
be extended again to January 1, 2003.

All other provisions of the Note, as well as the Stock Escrow Agreement attached
as Exhibit A to the Note, the Pledge and Security Agreement attached as Exhibit
B to the Note and the Guaranty Agreement attached as Exhibit C to the Note,
remain unchanged and in full force and effect.

If you are in agreement with this amendment to the Note, kindly acknowledge your
agreement by signing below.

Sincerely,





                                                  /s/ James D. Tilton
                                                  ---------------------------
                                                  James D. Tilton
                                                  Chief Executive Officer
                                                  Thoroughbred Interests, Inc.

/s/ Augustine Fund, L.P.
---------------------------
The Augustine Fund, L.P.

By:     /s/ Thomas F. Duszynski
Title:  CFO
Date:   February 11, 2002







<PAGE>