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Registrant's telephone number including area code                          	          (801) 308-0011



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 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.





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**ITEM 1 - FINANCIAL STATEMENTS**

The condensed financial statements included herein have been prepared by the Company,
pursuant to the rules and regulations of the Securities and Exchange Commission.



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**NTC Holdings, Inc.**Balance Sheets



**ASSETS**

December 31,                    
September 30,	                                                                                   
2001                                      
2001

(Audited)

CURRENT ASSETS

Cash                                                                        
$		61                                        
$		450

TOTAL ASSETS                                                    
$		61                                        
$		450



CURRENT LIABILITIES

Accounts payable                                                  
$		3,813                                   
$		3,813

Taxes payable                                                          
1,600                                         
300

Interest payable                                                        
1,836                                      
1,733

Notes payable                                                        
18,767                                    
18,767

STOCKHOLDERS' EQUITY

Common stock 26,000,001 shares
authorized at $.001 par value;
25,190,800 shares issued and outstanding             
25,191                                      
25,191
Capital in excess of par value                               
268,951                                   
268,951
Retained deficit                                                  
(320,097)                                  
(318,305)

Total Stockholders' Equity                                     
(25,955)                                 
(24,163)

TOTAL LIABILITIES
 AND STOCKHOLDERS' EQUITY                         
$		61                                       
$		450

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**NTC Holdings, Inc.**Statements of Operations

For the Three                       
For the Three
                                                                             
Months Ended                     
Months Ended 
                                                                            
December 31,                      
December 31,	                                                                               
2001                                             
2000

REVENUE                                                              
$	-                                           
$	-

EXPENSES

General & administrative                                             
389                                         
10,159

Interest                                                                       
103103

Total Expenses                                                            
492                                        
10,262

INCOME (LOSS) - Before Taxes                             
(492)                                     
(10,262)

Taxes                                                                         
1,300                                         
-

NET (LOSS)                                                       
$		(1,792)                                    
$		(10,262)

Net loss per common share                                   
$   -                                            
$	-



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**NTC Holdings, Inc.**Statements of Cash Flows
(unaudited)



For the Three                     
For the Three
                                                                                  
Months Ended                      
Months Ended
                                                                                  
December 31,                       
December 31,	                                                                                      
2001                                       
2000

Cash used by operating activities

Net income (Loss)                                                          
$		(1,792)                             
$		(10,262)

Increase (Decrease)
in accounts payable                                                             
1,300                                     
10,159

in interest payable                                                                  
103                                           
103

Net cash provided by operating activities                               
(389)                                           
-

Cash flows from investing activities                                 
-                                                
-

Cash flows from financing activities                                           
-                                                  
-

Net cash provided by financing activities                                   
-                                                   
-

Increase in cash and cash equivalents                                     
(389)                                             
-

Cash and cash equivalents at
 end of the period                                                                
$		61                                             
$	-

Supplement cash disclosure

Interest                                                                                
$	-                                             
$	-

Taxes (Including penalties & interest)                                     
389                                              
-



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**NTC Holdings, Inc.**Notes to the Financial Statements
December 31, 2001

NOTE 1 - INTERIM FINANCIAL STATEMENTS

The financial statements for the three months ended December 31, 2001 were prepared from the
books and records of the company.  Management believes that all adjustments have been made to the
financial statements to make a fair presentation of the financial condition of the company as of
December 31, 2001.  The results of the three months are not indicative of a full year of operation for
the Company.

Certain information and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or omitted.  It is
suggested that these financial statements be read in conjunction with the financial statements and
notes thereto included in the Company's September 30, 2001 audited financial statements.  The
results of operations for the periods ended December 31, 2001 and 2000 are not necessarily
indicative of the operating results for the full year.

**ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.**

Liquidity and Capital Resources.  The Registrant had approximately $(25,955) as operating capital at
December 31, 2001, compared to $(22,918) for the same period last year. The Registrant intends to raise
additional funds as needed through private placements with accredited and sophisticated investors.

Results of Operation.  Due to the lack of operations during the quarter ended December 31, 2001, the
registrant had net loss of $(1,792), compared to net loss of $(10,262) for the same period last year.

Plan of Operations.  The Company is currently in the process of looking for business opportunities to
acquire or merge with.  There is no guarantee that management will be successful in finding such an
opportunity.

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**OTHER INFORMATION**

Item 1.	Legal Proceedings	None

Item 2.	Changes in Securities	None

Item 3.	Defaults Upon Senior Securities	None

Item 4.	Submission of Matters to a Vote of Security Holders	None

Item 5.	Other Information	None

Item 6.	Exhibits and Reports on Form 8-K	None

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned authorized officer.

Dated February 13, 2002	NTC Holdings, Inc.

/s/ Dean Becker

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