AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 11, 2003.

                                                           REGISTRATION NO. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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


                   NEVADA                        61-1342734
        (State or other jurisdiction of       (I.R.S. Employer No.)
         incorporation or organization)       Identification Number)




                         ONE RIVER POINTE PLAZA, NO. 706
                          JEFFERSONVILLE, INDIANA 47130
                                 (812) 282-2152
          (Address, including ZIP code, and telephone number, including
             area code, of registrant's principal executive office)

                           2004 CONSULTANT STOCK PLAN
                             2004 STOCK OPTION PLAN
                            (Full title of the Plans)

                              JAMES D. TILTON, JR.
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                          THOROUGHBRED INTERESTS, INC.
                         ONE RIVER POINTE PLAZA, NO. 706
                          JEFFERSONVILLE, INDIANA 47130
                                 (812) 282-2152
            (Name, address and telephone number of agent of services)


                                 With copies to:
                                HANK GRACIN, ESQ.
                               LEHMAN & EILEN LLP
                      50 CHARLES LINDBERGH BLVD., SUITE 505
                            UNIONDALE, NEW YORK 11553
                                 (516) 222-0888
                      (Name, address and telephone number)

      If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, check the following box |X|

<PAGE>


CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                                                   PROPOSED
                                                     PROPOSED       MAXIMUM
                                                  MAXIMUM AMOUNT   OFFERING    AGGREGATE    AMOUNT OF
       TITLE OF SECURITIES                            TO BE        PRICE PER   OFFERING   REGISTRATION
        BEING REGISTERED                            REGISTERED       SHARE     PRICE (1)       FEE

<S>                                                <C>             <C>         <C>           <C>
Common Stock, par value $0.001 per share,           10,000,000      $0.0250     $250,000      $31.68
under the 2004 Consultant Stock Plan

Common Stock, par value $0.001 per share,           10,000,000      $0.0250     $250,000      $31.68
under the 2004 Stock Plan

TOTAL                                               20,000,000      $0.0250     $500,000      $63.36

</TABLE>

(1) Estimated solely for the purpose of computing the registration fee pursuant
    to Rule 457, on the basis of the closing price of the Registrant's Common
    Stock as reported on NASDAQ on November 7, 2003.






<PAGE>


                                     PART I
                    INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION

            See Item 2. below.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

            The documents containing the information specified in Part I, Items
1 and 2, will be delivered to each of the participants in accordance with Form
S-8 and Rule 428 promulgated under the Securities Act of 1933. The participants
shall be provided a written statement notifying them that upon written or oral
request they will be provided, without charge, (i) the documents incorporated by
reference in Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The statement will
inform the participants that these documents are incorporated by reference in
the Section 10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be directed.

            A copy of any document or part hereof incorporated by reference in
this Registration Statement but not delivered with this Prospectus or any
document required to be delivered pursuant to Rule 428(b) under the Securities
Act will be furnished without charge upon written or oral request. Requests
should be addressed to One River Pointe Plaza, No. 706, Jeffersonville, Indiana
47130.



<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents are incorporated by reference in this registration
statement:

      (a)   Registrant's Annual Report on Form 10-KSB for the fiscal year ended
            December 31, 2002, filed pursuant to Section 13(a) of the Securities
            Exchange Act of 1934, as amended.

      (b)   Registrant's Quarterly Reports on Form 10-QSB for the fiscal
            quarters ended March 31, 2003 and June 30, 2003.

      (c)   Registrant's Form 8-K Current Report filed May 6, 2003.

      (d)   The description of Registrant's Common Stock contained in the
            Registrant's Registration Statement on Form 10-SB filed with the
            Commission on January 17, 2001 under Section 12 of the Securities
            Exchange Act of 1934.

      All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 after the date of this
registration statement and prior to the filing of a post-effective amendment to
this registration statement which indicates that all securities offered
hereunder have been sold, or which deregisters all securities then remaining
unsold under this registration statement, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

            Not applicable. The class of securities to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

            No named expert or counsel was hired on a contingent basis, will
receive a direct or indirect interest in the small business issuer, or was a
promoter, underwriter, voting trustee, director, officer, or employee of the
Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

            Section 78.7502 of the Nevada Revised Statutes (the "NRS") gives the
Registrant power to indemnify each of its directors and officers against
expenses and liabilities in connection with any proceedings involving him by
reason of his being or having been a director or officer if (a) he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Registrant and (b) with respect to any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful.
However, in a proceeding by or in the right of the Registrant, there shall be no
indemnification in respect of any liabilities or expenses if the officer or
director shall have been adjudged liable to the Registrant unless the court in
such proceeding determines he is entitled to indemnification for such
liabilities and/or expenses. Furthermore, no indemnification shall be made to or
on behalf of a director or officer if a judgment or other final adjudication
adverse to such director or officer establishes that his acts or omissions (a)
were in breach of his duty of loyalty to the Registrant and its stockholders,
(b) were not in good faith or involved a knowing violation of law or (c)
resulted in receipt by the director or officer of an improper personal benefit.
The NRS defines an act or omission in breach of a person's duty of loyalty as an
act or omission which that person knows or believes to be contrary to the best
interests of the Registrant or its stockholders in connection with a matter in
which he has a material conflict of interest. If a director or officer is
successful in a proceeding, the statute mandates that the Registrant indemnify
him against expenses.

            The Registrant's Articles of Incorporation, as permitted by Nevada
law, eliminates the personal liability of the directors and officers to the
Registrant or its shareholders for monetary damages for breaches of such

<PAGE>

director's or officer's duty of care or other duties as a director or officer;
except liabilities for any breach of duty based upon an act or omission (a) in
breach of such person's duty of loyalty to the corporation or its shareholders,
(b) not in good faith or involving a knowing violation of law, or (c) resulting
in receipt by such person of an improper personal benefit. This limitation on
liability could have the effect of limiting directors' and officers' liability
for violations of the federal securities laws. In addition, the Registrant's
Restated Certificate of Incorporation and Restated By-Laws provide broad
indemnification rights to directors and officers so long as the director or
officer acted in a manner believed in good faith to be in or not opposed to the
best interest of the Registrant and with respect to criminal proceedings if the
director had no reasonable cause to believe his or her conduct was unlawful. The
Registrant believes that the protection provided by these provisions will help
the Registrant attract and retain qualified individuals to service as officers
and directors. 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 and generally will limit the remedies available to a shareholder
who is dissatisfied with a Board decision protected by these provisions, and
such shareholder's only remedy may be to bring a suit to prevent the Board's
action.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable.

ITEM 8. EXHIBITS

EXHIBIT DESCRIPTION OF DOCUMENT
NUMBER

   4.1  Articles of Incorporation of the Registrant (incorporated herein by
        reference to Exhibit 3.1 of the Registrant's Registration Statement on
        Form 10-SB (File No. 333-4490), as amended (the "Registration
        Statement")).

   4.2  By-Laws of the Company (incorporated herein by reference to Exhibit 3.2
        of the Registrant's Registration Statement).

   4.3  2004 Consultant Stock Plan

   4.4  2004 Stock Option Plan

   5.1  Opinion of counsel re: legality of securities being registered

  23.1  Consent of Joel Baum & Co.

  23.2  Consent of Counsel (included in Exhibit 5.1).

ITEM 9. UNDERTAKINGS

       (a) The undersigned Registrant hereby undertakes:

            1. To file, during any period in which offers or sales are being
      made, a post-effective amendment to this registration statement:

                    i.   To include any prospectus required by Section 10(a)(3)
                         of the Securities Act of 1933, as amended;

                    ii.  To reflect in the prospectus any facts or events
                         arising after the effective date of this registration
                         statement (or the most recent post-effective amendment
                         thereof) which, individually or in the aggregate,
                         represent a fundamental change in the information set
                         forth in this registration statement;

                    iii. To include any material information with respect to the
                         plan of distribution not previously disclosed in this
                         registration statement or any material change to such
                         information in the registration statement;

<PAGE>

                      Provided, however, that paragraphs (a)(1)(i) and
            (a)(1)(ii) do not apply if the information required to be included
            in a post-effective amendment by those paragraphs is contained in
            periodic reports filed by the Registrant pursuant to Section 13 or
            Section 15(d) of the Securities Exchange Act of 1934 that are
            incorporated by reference in this registration statement.

            2. That, for the purpose of determining any liability under the
      Securities Act of 1933, each such post-effective amendment shall be deemed
      to be a new registration statement relating to the securities offered
      therein, and the offering of such securities at that time shall be deemed
      to be the initial bona fide offering thereof.

            3. To remove from registration by means of a post-effective
      amendment any of the securities being registered that remain unsold at the
      termination of the offering.

                    i.   The undersigned Registrant hereby undertakes that, for
                         purposes of determining any liability under the
                         Securities Act of 1933, each filing of the Registrant's
                         annual report pursuant to section 13(a) or section
                         15(d) of the Securities Exchange Act of 1934 (and,
                         where applicable, each filing of an employee benefit
                         plan's annual report pursuant to section 15(d) of the
                         Securities Exchange Act of 1934) that is incorporated
                         by reference in the registration statement shall be
                         deemed to be a new registration statement relating to
                         the securities offered therein, and the offering of
                         such securities at that time shall be deemed to be the
                         initial bona fide offering thereof.

                    ii.  Insofar as indemnification for liabilities arising
                         under the Securities Act of 1933 may be permitted to
                         directors, officers and controlling persons of the
                         Registrant, the Registrant has been advised that in the
                         opinion of the Securities and Exchange Commission such
                         indemnification is against public policy as expressed
                         in the Act and is, therefore, unenforceable. In the
                         event that a claim for indemnification against such
                         liabilities (other than the payment by the Registrant
                         of expenses incurred or paid by a director, officer or
                         controlling person of the Registrant in the successful
                         defense of any action, suit or proceeding) is asserted
                         by such director, officer or controlling person in
                         connection with the securities being registered, the
                         Registrant will, unless in the opinion of its counsel
                         the matter has been settled by controlling precedent,
                         submit to a court of appropriate jurisdiction the
                         question whether such indemnification by it is against
                         public policy as expressed in the act and will be
                         governed by the final adjudication of such issue.



<PAGE>



                                   SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Jefferson County, State of Kentucky, on the 11th day of November,
2003.

                             THOROUGHBRED INTERESTS, INC.



                             By:     /s/ James D. Tilton
                                 -------------------------------------
                                    James D. Tilton
                                    Chairman of the Board of Directors
                                    and Chief Executive Officer



     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Date:   November 11, 2003

                                        /s/ James D. Tilton
                                    ------------------------------------------
                                    James D. Tilton
                                    Chairman of the Board of Directors,
                                    President and Chief Executive Officer
                                    (Principal Executive Officer and Principal
                                    Accounting Officer)


<PAGE>




                                INDEX TO EXHIBITS

EXHIBIT DESCRIPTION OF DOCUMENTS
 NUMBER

   4.1  Articles of Incorporation of the Registrant (incorporated herein by
        reference to Exhibit 3.1 of the Registrant's Registration Statement on
        Form 10-SB (File No. 333-4490), as amended (the "Registration
        Statement").

   4.2  By-Laws of the Company (incorporated herein by reference to Exhibit 3.2
        of the Registrant's Registration Statement).

   4.3  2004 Consultant Stock Plan

   4.4  2004  Stock Option Plan

   5.1  Opinion of counsel re: legality of securities being registered

  23.1  Consent of Joel Baum & Co.

  23.2  Consent of Counsel (included in Exhibit 5.1).
[{"type": "S-8", "sequence": "1", "filename": "s11-4041_s8.txt", "description": "S-8", "secsgml_size_bytes": 18144}]
{"company-data": {"conformed-name": "THOROUGHBRED INTERESTS INC", "cik": "0001092448", "assigned-sic": "7948", "irs-number": "611342734", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110434", "film-number": "03994638"}, "business-address": {"street1": "127 S. 6TH ST.", "city": "LOUISVILLE", "state": "KY", "zip": "40242", "phone": "5025844434"}, "mail-address": {"street1": "127 S. 6TH ST..", "city": "LOUISVILLE", "state": "KY", "zip": "40202"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 11, 2003.

                                                           REGISTRATION NO. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                   NEVADA                        61-1342734
        (State or other jurisdiction of       (I.R.S. Employer No.)
         incorporation or organization)       Identification Number)

                         ONE RIVER POINTE PLAZA, NO. 706
                          JEFFERSONVILLE, INDIANA 47130
                                 (812) 282-2152
          (Address, including ZIP code, and telephone number, including
             area code, of registrant's principal executive office)

                           2004 CONSULTANT STOCK PLAN
                             2004 STOCK OPTION PLAN
                            (Full title of the Plans)

                              JAMES D. TILTON, JR.
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                          THOROUGHBRED INTERESTS, INC.
                         ONE RIVER POINTE PLAZA, NO. 706
                          JEFFERSONVILLE, INDIANA 47130
                                 (812) 282-2152
            (Name, address and telephone number of agent of services)

                                 With copies to:
                                HANK GRACIN, ESQ.
                               LEHMAN & EILEN LLP
                      50 CHARLES LINDBERGH BLVD., SUITE 505
                            UNIONDALE, NEW YORK 11553
                                 (516) 222-0888
                      (Name, address and telephone number)

      If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, check the following box |X|
CALCULATION OF REGISTRATION FEE
PROPOSED
                                                     PROPOSED       MAXIMUM
                                                  MAXIMUM AMOUNT   OFFERING    AGGREGATE    AMOUNT OF
       TITLE OF SECURITIES                            TO BE        PRICE PER   OFFERING   REGISTRATION
        BEING REGISTERED                            REGISTERED       SHARE     PRICE (1)       FEE
Common Stock, par value $0.001 per share,           10,000,000      $0.0250     $250,000      $31.68
under the 2004 Consultant Stock Plan

Common Stock, par value $0.001 per share,           10,000,000      $0.0250     $250,000      $31.68
under the 2004 Stock Plan

TOTAL                                               20,000,000      $0.0250     $500,000      $63.36
(1) Estimated solely for the purpose of computing the registration fee pursuant
    to Rule 457, on the basis of the closing price of the Registrant's Common
    Stock as reported on NASDAQ on November 7, 2003.
PART I
                    INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION

            See Item 2. below.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

            The documents containing the information specified in Part I, Items
1 and 2, will be delivered to each of the participants in accordance with Form
S-8 and Rule 428 promulgated under the Securities Act of 1933. The participants
shall be provided a written statement notifying them that upon written or oral
request they will be provided, without charge, (i) the documents incorporated by
reference in Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The statement will
inform the participants that these documents are incorporated by reference in
the Section 10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be directed.

            A copy of any document or part hereof incorporated by reference in
this Registration Statement but not delivered with this Prospectus or any
document required to be delivered pursuant to Rule 428(b) under the Securities
Act will be furnished without charge upon written or oral request. Requests
should be addressed to One River Pointe Plaza, No. 706, Jeffersonville, Indiana
47130.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

      The following documents are incorporated by reference in this registration
statement:

      (a)   Registrant's Annual Report on Form 10-KSB for the fiscal year ended
            December 31, 2002, filed pursuant to Section 13(a) of the Securities
            Exchange Act of 1934, as amended.

      (b)   Registrant's Quarterly Reports on Form 10-QSB for the fiscal
            quarters ended March 31, 2003 and June 30, 2003.

      (c)   Registrant's Form 8-K Current Report filed May 6, 2003.

      (d)   The description of Registrant's Common Stock contained in the
            Registrant's Registration Statement on Form 10-SB filed with the
            Commission on January 17, 2001 under Section 12 of the Securities
            Exchange Act of 1934.

      All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 after the date of this
registration statement and prior to the filing of a post-effective amendment to
this registration statement which indicates that all securities offered
hereunder have been sold, or which deregisters all securities then remaining
unsold under this registration statement, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

            Not applicable. The class of securities to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

            No named expert or counsel was hired on a contingent basis, will
receive a direct or indirect interest in the small business issuer, or was a
promoter, underwriter, voting trustee, director, officer, or employee of the
Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

            Section 78.7502 of the Nevada Revised Statutes (the "NRS") gives the
Registrant power to indemnify each of its directors and officers against
expenses and liabilities in connection with any proceedings involving him by
reason of his being or having been a director or officer if (a) he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Registrant and (b) with respect to any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful.
However, in a proceeding by or in the right of the Registrant, there shall be no
indemnification in respect of any liabilities or expenses if the officer or
director shall have been adjudged liable to the Registrant unless the court in
such proceeding determines he is entitled to indemnification for such
liabilities and/or expenses. Furthermore, no indemnification shall be made to or
on behalf of a director or officer if a judgment or other final adjudication
adverse to such director or officer establishes that his acts or omissions (a)
were in breach of his duty of loyalty to the Registrant and its stockholders,
(b) were not in good faith or involved a knowing violation of law or (c)
resulted in receipt by the director or officer of an improper personal benefit.
The NRS defines an act or omission in breach of a person's duty of loyalty as an
act or omission which that person knows or believes to be contrary to the best
interests of the Registrant or its stockholders in connection with a matter in
which he has a material conflict of interest. If a director or officer is
successful in a proceeding, the statute mandates that the Registrant indemnify
him against expenses.

            The Registrant's Articles of Incorporation, as permitted by Nevada
law, eliminates the personal liability of the directors and officers to the
Registrant or its shareholders for monetary damages for breaches of such
director's or officer's duty of care or other duties as a director or officer;
except liabilities for any breach of duty based upon an act or omission (a) in
breach of such person's duty of loyalty to the corporation or its shareholders,
(b) not in good faith or involving a knowing violation of law, or (c) resulting
in receipt by such person of an improper personal benefit. This limitation on
liability could have the effect of limiting directors' and officers' liability
for violations of the federal securities laws. In addition, the Registrant's
Restated Certificate of Incorporation and Restated By-Laws provide broad
indemnification rights to directors and officers so long as the director or
officer acted in a manner believed in good faith to be in or not opposed to the
best interest of the Registrant and with respect to criminal proceedings if the
director had no reasonable cause to believe his or her conduct was unlawful. The
Registrant believes that the protection provided by these provisions will help
the Registrant attract and retain qualified individuals to service as officers
and directors. 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 and generally will limit the remedies available to a shareholder
who is dissatisfied with a Board decision protected by these provisions, and
such shareholder's only remedy may be to bring a suit to prevent the Board's
action.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable.

ITEM 8. EXHIBITS

EXHIBIT DESCRIPTION OF DOCUMENT
NUMBER

   4.1  Articles of Incorporation of the Registrant (incorporated herein by
        reference to Exhibit 3.1 of the Registrant's Registration Statement on
        Form 10-SB (File No. 333-4490), as amended (the "Registration
        Statement")).

   4.2  By-Laws of the Company (incorporated herein by reference to Exhibit 3.2
        of the Registrant's Registration Statement).

   4.3  2004 Consultant Stock Plan

   4.4  2004 Stock Option Plan

   5.1  Opinion of counsel re: legality of securities being registered

  23.1  Consent of Joel Baum & Co.

  23.2  Consent of Counsel (included in Exhibit 5.1).

ITEM 9. UNDERTAKINGS

       (a) The undersigned Registrant hereby undertakes:

            1. To file, during any period in which offers or sales are being
      made, a post-effective amendment to this registration statement:

                    i.   To include any prospectus required by Section 10(a)(3)
                         of the Securities Act of 1933, as amended;

                    ii.  To reflect in the prospectus any facts or events
                         arising after the effective date of this registration
                         statement (or the most recent post-effective amendment
                         thereof) which, individually or in the aggregate,
                         represent a fundamental change in the information set
                         forth in this registration statement;

                    iii. To include any material information with respect to the
                         plan of distribution not previously disclosed in this
                         registration statement or any material change to such
                         information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and
            (a)(1)(ii) do not apply if the information required to be included
            in a post-effective amendment by those paragraphs is contained in
            periodic reports filed by the Registrant pursuant to Section 13 or
            Section 15(d) of the Securities Exchange Act of 1934 that are
            incorporated by reference in this registration statement.

            2. That, for the purpose of determining any liability under the
      Securities Act of 1933, each such post-effective amendment shall be deemed
      to be a new registration statement relating to the securities offered
      therein, and the offering of such securities at that time shall be deemed
      to be the initial bona fide offering thereof.

            3. To remove from registration by means of a post-effective
      amendment any of the securities being registered that remain unsold at the
      termination of the offering.

                    i.   The undersigned Registrant hereby undertakes that, for
                         purposes of determining any liability under the
                         Securities Act of 1933, each filing of the Registrant's
                         annual report pursuant to section 13(a) or section
                         15(d) of the Securities Exchange Act of 1934 (and,
                         where applicable, each filing of an employee benefit
                         plan's annual report pursuant to section 15(d) of the
                         Securities Exchange Act of 1934) that is incorporated
                         by reference in the registration statement shall be
                         deemed to be a new registration statement relating to
                         the securities offered therein, and the offering of
                         such securities at that time shall be deemed to be the
                         initial bona fide offering thereof.

                    ii.  Insofar as indemnification for liabilities arising
                         under the Securities Act of 1933 may be permitted to
                         directors, officers and controlling persons of the
                         Registrant, the Registrant has been advised that in the
                         opinion of the Securities and Exchange Commission such
                         indemnification is against public policy as expressed
                         in the Act and is, therefore, unenforceable. In the
                         event that a claim for indemnification against such
                         liabilities (other than the payment by the Registrant
                         of expenses incurred or paid by a director, officer or
                         controlling person of the Registrant in the successful
                         defense of any action, suit or proceeding) is asserted
                         by such director, officer or controlling person in
                         connection with the securities being registered, the
                         Registrant will, unless in the opinion of its counsel
                         the matter has been settled by controlling precedent,
                         submit to a court of appropriate jurisdiction the
                         question whether such indemnification by it is against
                         public policy as expressed in the act and will be
                         governed by the final adjudication of such issue.
SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Jefferson County, State of Kentucky, on the 11th day of November,
2003.

                             THOROUGHBRED INTERESTS, INC.

                             By:     /s/ James D. Tilton
                                 -------------------------------------
                                    James D. Tilton
                                    Chairman of the Board of Directors
                                    and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Date:   November 11, 2003

                                        /s/ James D. Tilton
                                    ------------------------------------------
                                    James D. Tilton
                                    Chairman of the Board of Directors,
                                    President and Chief Executive Officer
                                    (Principal Executive Officer and Principal
                                    Accounting Officer)
INDEX TO EXHIBITS

EXHIBIT DESCRIPTION OF DOCUMENTS
 NUMBER

   4.1  Articles of Incorporation of the Registrant (incorporated herein by
        reference to Exhibit 3.1 of the Registrant's Registration Statement on
        Form 10-SB (File No. 333-4490), as amended (the "Registration
        Statement").

   4.2  By-Laws of the Company (incorporated herein by reference to Exhibit 3.2
        of the Registrant's Registration Statement).

   4.3  2004 Consultant Stock Plan

   4.4  2004  Stock Option Plan

   5.1  Opinion of counsel re: legality of securities being registered

  23.1  Consent of Joel Baum & Co.

  23.2  Consent of Counsel (included in Exhibit 5.1).