UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): September 9, 2004
                                                         -----------------


                             Phoenix Interests, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                     Nevada
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

           61-1342734                                    000-30949
--------------------------------------------------------------------------------
     (Commission File Number)              (IRS Employer Identification Number)

           One RiverPointe Plaza, Suite 706, Jeffersonville, IN 47130
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (812) 285-0768
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

                                       N/A
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

/ / Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14-12)

/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17CFR 240.14d-2(b))

/ / Pre-commencement communications pursuant to Rule 13-e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))



<PAGE>


ITEM 3.02   UNREGISTERED SALES OF EQUITY SECURITIES.

         On September 9, 2004, Phoenix Interests, Inc. issued to Kentan Limited
1,000,000 shares of its common stock on conversion of $10,400 of the principal
amount of the convertible debenture issued by Phoenix Interests to Kentan
Limited on January 14, 2004. Those shares were exempt from registration under
the Securities Act of 1933, as amended, in reliance on Regulation E promulgated
thereunder.

         On September 9, 2004, Phoenix Interests, Inc. issued to Compass Capital
Group, Inc. 1,000,000 shares of its common stock on conversion of $10,400 of the
principal amount of the convertible debenture issued by Phoenix Interests to
Compass Capital Group, Inc. on November 17, 2003. Those shares were exempt from
registration under the Securities Act of 1933, as amended, in reliance on
Regulation E promulgated thereunder.


                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                             PHOENIX INTERESTS, INC.


Dated: September 14, 2004               By:      /s/ James D. Tilton, Jr.
                                            -----------------------------------
                                              James D. Tilton, Jr., President
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{"company-data": {"conformed-name": "PHOENIX INTERESTS INC", "cik": "0001092448", "assigned-sic": "7948", "irs-number": "611342734", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "814-00645", "film-number": "041029796"}, "business-address": {"street1": "ONE RIVERPOINTE PLAZA", "city": "JEFFERSONVILLE", "state": "IN", "zip": "47130", "phone": "5025844434"}, "mail-address": {"street1": "ONE RIVERPOINTE PLAZA", "city": "JEFFERSONVILLE", "state": "IN", "zip": "47130"}, "former-company": {"former-conformed-name": "THOROUGHBRED INTERESTS INC", "date-changed": "20000705"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): September 9, 2004
                                                         -----------------

                             Phoenix Interests, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                     Nevada
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

           61-1342734                                    000-30949
--------------------------------------------------------------------------------
     (Commission File Number)              (IRS Employer Identification Number)

           One RiverPointe Plaza, Suite 706, Jeffersonville, IN 47130
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (812) 285-0768
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

                                       N/A
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

/ / Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14-12)

/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17CFR 240.14d-2(b))

/ / Pre-commencement communications pursuant to Rule 13-e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 3.02   UNREGISTERED SALES OF EQUITY SECURITIES.

         On September 9, 2004, Phoenix Interests, Inc. issued to Kentan Limited
1,000,000 shares of its common stock on conversion of $10,400 of the principal
amount of the convertible debenture issued by Phoenix Interests to Kentan
Limited on January 14, 2004. Those shares were exempt from registration under
the Securities Act of 1933, as amended, in reliance on Regulation E promulgated
thereunder.

         On September 9, 2004, Phoenix Interests, Inc. issued to Compass Capital
Group, Inc. 1,000,000 shares of its common stock on conversion of $10,400 of the
principal amount of the convertible debenture issued by Phoenix Interests to
Compass Capital Group, Inc. on November 17, 2003. Those shares were exempt from
registration under the Securities Act of 1933, as amended, in reliance on
Regulation E promulgated thereunder.

                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                             PHOENIX INTERESTS, INC.

Dated: September 14, 2004               By:      /s/ James D. Tilton, Jr.
                                            -----------------------------------
                                              James D. Tilton, Jr., President