**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**AMENDMENT
          NO. 1 TO FORM 10-QSB**




**(Mark
      One)**




**x**
            **Quarterly
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934.**




**For
      the quarterly period ended April 30, 2007.**




**or**




**o**
            **Transition
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934.**




**For
      the transition period from ______to______.**




**Commission
      file number 333-108690**




**TRAVEL
      HUNT HOLDINGS, INC.**


(Exact
      name of registrant as specified in its charter)




**Florida**
            **65-0972647**(State
                or other jurisdiction of
            (I.R.S.
                Employer Identification No.)incorporation
                or organization)**122
                  Ocean Park Blvd., Suite 307, Santa Monica
                  CA**
            **90405**(Address
                of principal executive offices)
            (Zip
                Code)




**(310)
        396-1691**


(Registrant’s
      telephone number, including area code)


**1314
        E. Olas Boulevard, Suite 168**
 **Fort
        Lauderdale, Florida 33301**


(Former
      name, former address and former fiscal year, if changed since last
      report)




Check
      whether the issuer (1) has filed all reports required to be filed by Section
      13
      or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
      period that the issuer was required to file such reports), and (2) has been
      subject to such filing requirements for the past 90 days. Yes x No o




Indicate
      by check mark whether the registrant is a shell company as defined in Rule
      12b-2
      of the Exchange Act.


Yes x No o




State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of May 9, 2007: 70,913,500 shares of common stock.









1





**FORWARD-LOOKING
      STATEMENTS**




This
      Quarterly Report on Form 10-QSB contains forward-looking statements within
      the
      meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as
      amended (the “Exchange Act”). These forward-looking statements are not
      historical facts but rather are based on current expectations, estimates and
      projections. We use words such as “anticipate,” “expect,” “intend,” “plan,”
“believe,” “foresee,” “estimate” and variations of these words and similar
      expressions to identify forward-looking statements. These statements are not
      guarantees of future performance and are subject to certain risks, uncertainties
      and other factors, some of which are beyond our control, are difficult to
      predict and could cause actual results to differ materially from those expressed
      or forecasted. These risks and uncertainties include the following:




·
            The
                availability and adequacy of our cash flow to meet our requirements;




·
            Economic,
                competitive, demographic, business and other conditions in our local
                and
                regional markets;




·
            Actions
                taken or omitted to be taken by third parties, as well as legislative,
                regulatory, judicial and other governmental authorities;




·
            Changes
                in our business strategy, capital improvements or development plans;
                and






·
            Other
                risks identified in this report and our other filings with the Securities
                and Exchange Commission.




You
      should read this report completely and with the understanding that actual future
      results may be materially different from what we expect. The forward looking
      statements specified in this report have been compiled as of the date of this
      report and should be evaluated with consideration of any changes occurring
      after
      the date of this report. We will not update forward-looking statements even
      though our situation may change in the future and we assume no obligation to
      update any forward-looking statements, whether as a result of new information,
      future events or otherwise.













2


**TRAVEL
      HUNT HOLDINGS INC.**


**FINANCIAL
      STATEMENTS**




**TABLE
      OF CONTENTS**




**PART
            I-- FINANCIAL INFORMATION**
   Item
                      1.
                  Financial
                      Statements
                  4Item
                      2.
                  Management’s
                      Discussion and Analysis or Plan of Operations
                  5Item
                      3A(T)
                  Control
                      and Procedures
                  6
  **PART
            II-- OTHER INFORMATION**
  Item
                      1.
                  Legal
                      Proceedings
                  7Item
                      2.
                  Unregistered
                      Sales of Equity Securities and Use of Proceeds
                  7Item
                      3.
                  Defaults
                      Upon Senior Securities
                  7Item
                      4.
                  Submission
                      of Matters to a Vote of Security Holders
                  7Item
                      5.
                  Other
                      Information
                  7Item
                      6.
                  Exhibits
                  7
  **SIGNATURE**




**Item
      1. Financial Statements**




BASIS
      OF
      PRESENTATION




The
        accompanying reviewed financial statements are presented in accordance with
        generally accepted accounting principles for interim financial information
        and
        the instructions to Form 10-QSB and Item 310 under subpart A of Regulation
        S-B.
        Accordingly, they do not include all of the information and footnotes required
        by generally accepted accounting principles for complete financial statements.
        In the opinion of management, all adjustments (consisting only of normal
        occurring accruals) considered necessary in order to make the financial
        statements not misleading, have been included. Operating results for the
        nine
        months ended April 30, 2007 are not necessarily indicative of results that
        may
        be expected for the year ending July 31, 2007. The financial statements are
        presented on the accrual basis.






3



































**TRAVEL
      HUNT HOLDINGS, INC. AND SUBSIDIARY**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONDENSED
      CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF APRIL 30, 2007**


**(UNAUDITED)**














4




















**TRAVEL
      HUNT HOLDINGS INC. AND SUBSIDIARY**


**(A
      DEVELOPMENT STAGE COMPANY)**











**CONTENTS**








PAGE
            F-1
            CONDENSED
                CONSOLIDATED BALANCE SHEET AS OF APRIL 30, 2007
                (UNAUDITED)PAGE
            F-2
            CONDENSED
                CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS
                ENDED
                APRIL 30, 2007 AND 2006 AND FOR THE PERIOD FROM DECEMBER 17, 1999
                (INCEPTION) TO APRIL 30, 2007 (UNAUDITED)PAGES
            F-3
            CONDENSED
                CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY) FOR
                THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO APRIL 30, 2007
                (UNAUDITED)PAGE
            F-4
            CONDENSED
                CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED APRIL
                30,
                2007 AND 2006 AND FOR THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION)
                TO
                APRIL 30, 2007 (UNAUDITED)PAGES
            F-5
                - F-10
            NOTES
                TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF APRIL 30, 2007
                (UNAUDITED)












**TRAVEL
                  HUNT HOLDINGS, INC. AND SUBSIDIARY****(A
                  Development Stage Company)****Condensed
                  Consolidated Balance Sheet****April
                  30, 2007****(Unaudited)****ASSETS****Current
                  Assets**Cash
              
              $
              78Prepaid
                  Expense
              
              
              2,539**Total
                  Assets**
              
              $
              2,617**LIABILITIES
                  AND STOCKHOLDERS' DEFICIENCY****Current
                  Liabilities**Notes
                  payable - related party
              
              
              8,000Accrued
                  interest payable - related party
              
              
              1,400**Total
                  Current Liabilities**
              
              
              **9,400****Commitments
                  and Contingencies****Stockholders'
                  Deficiency**Preferred
                  stock, $0.001 par value, 10,000,000 shares authorized, none
                  issued
              
              
              **-**and
                  outstandingCommon
                  stock, $0.001 par value; 100,000,000 shares authorized,70,913,500
                  shares issued and outstanding
              
              
              70,914Additional
                  paid-in capital
              
              
              (39,063
              )Subscription
                  Receivable
              
              
              (1
              )Deficit
                  accumulated during the development stage
              
              
              (38,633
              )**Total
                  Stockholders' Deficiency**
              
              
              **(6,783**
              **)****Total
                  Liabilities and Stockholders' Deficiency**
              
              $
              2,617










F-1




**TRAVEL
                  HUNT HOLDINGS, INC. AND SUBSIDIARY****(A
                  Development Stage Company)****Condensed
                  Consolidated Statements of Operations****For
                  the Three and Nine Months Ended April 30, 2007 and 2006
                  and****for
                  the Period from December 17, 1999 (inception) to April 30,
                  2007****(Unaudited)****December
                  17, 1999****Three
                  Months Ended April 30,**
              
              **Nine
                  Months Ended April 30,**
              
              **(Inception)
                  to****2007**
              
              **2006**
              
              **2007**
              
              **2006**
              
              **April
                  30, 2007****Operating
                  Expenses**Advertising
                  expense
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              4,285Compensation
                  officer
              
              
              2,000
              
              
              1,800
              
              
              7,100
              
              
              3,600
              
              
              22,500Consulting
                  Fees
              
              
              35,000
              
              
              
              
              
              35,000
              
              
              
              
              
              218,575Professional
                  fees
              
              
              13,646
              
              
              1,925
              
              
              22,546
              
              
              18,923
              
              
              62,969General
                  and administrative
              
              
              8,221
              
              
              1,035
              
              
              9,908
              
              
              5,406
              
              
              28,904**Total
                  Operating Expenses**
              
              
              58,867
              
              
              4,760
              
              
              74,554
              
              
              27,929
              
              
              337,233**Loss
                  from Operations**
              
              
              (58,867
              )
              
              (4,760
              )
              
              (74,554
              )
              
              (27,929
              )
              
              (337,233
              )**Other
                  Income (Expense)**Other
                  income
              
              
              25,000
              
              
              50,000
              
              
              41,666
              
              
              50,000
              
              
              300,000Interest
                  Expense
              
              
              (117
              )
              
              (117
              )
              
              (359
              )
              
              (359
              )
              
              (1,400
              )**Total
                  Other Income (Expense)**
              
              
              24,883
              
              
              49,883
              
              
              41,307
              
              
              49,641
              
              
              298,600**Net
                  Income (Loss) before Provision for Income Taxes**
              
              
              **(33,984**
              **)**
              
              **45,123**
              
              
              **(33,247**
              **)**
              
              **21,712**
              
              
              **(38,633**
              **)****Provision
                  for Income Taxes**
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              
              **-****NET
                  INCOME (LOSS)**
              
              
              **(33,984**
              **)**
              
              **45,123**
              
              
              **(33,247**
              **)**
              
              **21,712**
              
              
              **(38,633**
              **)****Net
                  Income (Loss) Per Share - Basic and Diluted**
              
              
              **(0**
              **)**
              
              **0**
              
              
              **(0**
              **)**
              
              **0**
              
              
              **(0**
              **)****Weighted
                  average number of shares outstanding****during
                  the period basic and diluted**
              
              
              **70,913,500**
              
              
              **70,913,500**
              
              
              **70,913,500**
              
              
              **70,913,500**
              
              
              **70,476,055**












F-2




**TRAVEL
                  HUNT HOLDINGS, INC. AND SUBSIDIARY****(A
                  Development Stage Company)****Condensed
                  Consolidated Statements of Cash Flows****For
                  the Nine Months Ended April 30, 2007 and 2006
                  and****for
                  the Period from December 17, 1999 (inception) to April 30,
                  2007****(Unaudited)****December
                  17, 1999****Nine
                  Months Ended April 30,**
              
              **(Inception)
                  to****2007**
              
              **2006**
              
              **April
                  30, 2007****Cash
                  Flows From Operating Activities:**Net
                  Income (Loss)
              
              $
              (33,247
              )
              $
              21,712
              
              $
              (38,633
              )Adjustments
                  to
                  reconcile net Income (Loss) to net cash provided by(used in) operationsImpairment
                  charge
              
              
              -
              
              
              -
              
              
              1,234In-kind
                  contribution
              
              
              3,600
              
              
              3,600
              
              
              9,800Amortization
                  expense
              
              
              -
              
              
              -
              
              
              4,691Changes
                  in operating assets and liabilities:Increase
                  in:Prepaid
                  Expense
              
              
              (2,539
              )
              
              
              
              
              (2,539
              )Accounts
                  payable
              
              
              (77
              )
              
              1,750
              
              
              -Accrued
                        interest payable - related party
              
              
              359
              
              
              360
              
              
              1,400Deposits
              
              
              (16,666
              )
              
              -
              
              
              -**Net
                  Cash Provided By (Used In) Operating Activities**
              
              
              **(48,570**
              **)**
              
              **27,422**
              
              
              **(24,047**
              **)****Cash
                  Flows From Investing Activities:**Acquisition
                  of website development costs
              
              
              **-**
              
              
              **-**
              
              
              (5,925
              )**Net
                  Cash Used In Investing Activities**
              
              
              **-**
              
              
              **-**
              
              
              **(5,925**
              **)****Cash
                  Flows From Financing Activities:**Proceeds
                  from issuance of common stock
              
              
              -
              
              
              -
              
              
              22,050Proceeds
                  from notes payable - related party
              
              
              -
              
              
              -
              
              
              8,000**Net
                  Cash Provided By Financing Activities**
              
              
              **-**
              
              
              **-**
              
              
              **30,050****Net
                  Increase (Decrease) in Cash**
              
              
              (48,570
              )
              
              27,422
              
              
              78Cash
                  at Beginning of Period
              
              
              48,648
              
              
              2,292
              
              
              -**Cash
                  at End of Period**
              
              **$**
              **78**
              
              **$**
              **29,714**
              
              **$**
              **78****Supplemental
                  disclosure of cash flow information:**Cash
                  paid for interest
              
              $
              -
              
              $
              -
              
              $
              -Cash
                  paid for taxes
              
              $
              -
              
              $
              -
              
              $
              -













F-3




**TRAVEL
        HUNT HOLDINGS INC. AND SUBSIDIARY**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF APRIL 30, 2007**
 **(UNAUDITED)**





**NOTE
                1**
            **SUMMARY
                OF SIGNIFICANT ACCOUNTING POLICIES AND
                ORGANIZATION**





***(A)
      Basis of Presentation***




The
        accompanying unaudited financial statements have been presented in accordance
        with accounting principles generally accepted in the United States of America
        and the rules and regulations of the Securities and Exchange Commission for
        interim financial information. Accordingly, they do not include all the
        information necessary for a comprehensive presentation of financial position
        and
        results of operations.





It
      is
      management’s opinion however, that all material adjustments (consisting of
      normal recurring adjustments) have been made which are necessary for a fair
      financial statements presentation. The results for the interim period are not
      necessarily indicative of the results to be expected for the year.





***(B)
      Organization***





Travel
      Hunt Holdings, Inc. (a development stage company) was incorporated under the
      laws of the State of Florida on December 17, 1999.




On
          July
          15, 2003, Travel Hunt Holdings, Inc. acquired all the outstanding shares
          of
          Travel Hunt, Inc., an inactive Florida Corporation with no assets or liabilities
          for 1,000,000 common shares of Travel Hunt Holdings, Inc. The sole owner
          of
          Travel Hunt, Inc. owns approximately 99% of the common stock of the Company.
          The
          Company accounted for the transaction as a combination of entities under
          common
          control and accordingly, recorded the merger at historical cost. Accordingly,
          all shares and per share are amounts have been retroactively
          restated.




From
        inception until April 26, 2007 (when the Company underwent a change of control
        as described in a current report on Form 8-K filed on May 2, 2007), the Company
        had planned to provide an online based travel product called “travelhunts,”
providing users with new ways to experience travel destinations throughout
        the
        world. Beginning on April 26, 2007, the Company will
        no
        longer engage in the business of offering travelhunts. Instead, the Company’s
        business plan will now consist of exploring potential targets for a business
        combination through the purchase of assets, share purchase or exchange, merger
        or similar type of transaction. The Company does not currently have specific
        plans or proposals which relate to or would result in: (a) the acquisition
        by
        any person of securities of the Company; (b) an extraordinary corporate
        transaction, such as a merger, reorganization or liquidation, involving the
        Company or its subsidiary; (c) a sale or transfer of material assets of the
        Company or its subsidiary; (d) any change in the present board of directors
        or
        management of the Company, including any plans or proposals to change the
        number
        or term of directors or to fill any existing vacancies on the board; (e)
        any
        material change in the present capitalization or dividend policy of the Company;
        (f) any other material change in the Company's business or corporate structure;
        (g) changes in the Company's charter, bylaws or instruments corresponding
        thereto or other actions which may impede the acquisition of control of the
        issuer by any other person; (h) causing a class of securities of the Company
        to
        be de-listed from a national securities exchange or to cease to be authorized
        to
        be quoted in an inter-dealer quotation system of a registered national
        securities association; (i) a class of equity securities of the Company becoming
        eligible for termination of registration pursuant to Section 12(g)(4) of
        the
        Securities Act; or (j) any similar action to those enumerated
        above.




***(C)
      Principles of Consolidation***





The
      accompanying financial statements for 2007 and 2006 are consolidated because
      Travel Hunt Holdings, Inc. acquired 100% of the outstanding shares of Travel
      Hunt, Inc. on July 15, 2003. The acquisition was accounted for using the
      purchase method of accounting for entities under common control.






F-4


**TRAVEL
        HUNT HOLDINGS INC. AND SUBSIDIARY**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF APRIL 30, 2007**
 **(UNAUDITED)**


All
      material inter-company transactions and balances have been eliminated in
      consolidation and combination.





***(D)
      Use of Estimates***





In
      preparing financial statements in conformity with generally accepted accounting
      principles, management is required to make estimates and assumptions that affect
      the reported amounts of assets and liabilities and the disclosure of contingent
      assets and liabilities at the date of the financial statements and revenues
      and
      expenses during the reported period. Actual results could differ from those
      estimates.




***(E)
      Website Development Costs***





The
      Company capitalizes internally developed software costs in accordance with
      Statement of Positions 8-1, *Accounting
      for Costs of Computer Software Developed or Obtained for Internal
      Use* (“SOP
      98-1”) and Emerging Issues Task Force Abstract No. 00-02. *Accounting
      for Website Development Costs* (“EITF
      00-02”). Capitalized costs are amortized on a straight -line basis over a two
      year estimated useful life of the software once it is available for
      use.





***(F)
      Income Taxes***





The
      Company accounts for income taxes under the Statement of Financial Accounting
      Standards No. 109, “Accounting for Income Taxes” (“Statement 109”). Under
      Statement 109, 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. Deferred tax assets and liabilities are measured using enacted tax rates
      expected to apply to taxable income in the years in which those temporary
      differences are expected to be recovered or settled. Under Statement 109, the
      effect on deferred tax assets and liabilities of a change in tax rates is
      recognized in income in the period that includes the enactment
      date.





***(G)
      Earnings ( Loss) per Share***





Basic
      and
      diluted net loss per common share is computed based upon the weighted average
      common shares outstanding as defined by Financial Accounting Standards No.
      128,
“Earnings per Share.” As of April 30, 2007 and 2006, and for the period from
      December 17, 1999 (inception) to April 30, 2007 there were no common share
      equivalents outstanding.










F-5




**TRAVEL
        HUNT HOLDINGS INC. AND SUBSIDIARY**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF APRIL 30, 2007**
 **(UNAUDITED)**






***(H)
      Business Segments***





The
      Company operates in one segment and therefore segment information is not
      presented.





***(******I)
      Fair Value of Financial Instruments***





The
      carrying value of accounts payable, accrued expenses and loans payable - related
      party approximate their fair value because of their short
      maturities.





***(J)
      Cash and Cash Equivalents***





For
      purposes of the cash flow statements, the Company considers all highly liquid
      investments with original maturities of three months or less at the time of
      purchase to be cash equivalents.





***(K)
      Revenue Recognition***




The
          Company recognizes revenue from internet advertising over the life of the
          contract. The Company  recognizes revenue from the sale of its products and live events when the
          products are downloaded and the revenue is earned. The Company recognizes
          revenue from the sale of membership fees over the life of the membership.
          There
          have been no revenues recorded for the quarters ending April 30, 2007 and
          2006,
          and for the period from December 17, 1999 (inception) to April 30,
          2007.





***(L)
      Recent Accounting Pronouncements***





In
      February 2006, the FASB issued SFAS No. 155, " *Accounting
      for Certain Hybrid Financial Instruments-an amendment of FASB Statements No.
      133
      and 140* ",
      to
      simplify and make more consistent the accounting for certain financial
      instruments. SFAS No. 155 amends SFAS No. 133, " *Accounting
      for Derivative Instruments and Hedging Activities* ",
      to
      permit fair value re-measurement for any hybrid financial instrument with an
      embedded derivative that otherwise would require bifurcation, provided that
      the
      whole instrument is accounted for on a fair value basis. SFAS No. 155 amends
      SFAS No. 140, " *Accounting
      for the Impairment or Disposal of Long-Lived Assets* ",
      to
      allow a qualifying special-purpose entity to hold a derivative financial
      instrument that pertains to a beneficial interest other than another derivative
      financial instrument. SFAS No. 155 applies to all financial instruments acquired
      or issued after the beginning of an entity's first fiscal year that begins
      after
      September 15, 2006, with earlier application allowed. The adoption of this
      statement is not expected to have a material effect on the Company's future
      reported financial position or results of operations.






F-6


**TRAVEL
        HUNT HOLDINGS INC. AND SUBSIDIARY**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF APRIL 30, 2007**
 **(UNAUDITED)**


In
      March
      2006, the FASB issued SFAS No. 156, " *Accounting
      for Servicing of Financial Assets, an amendment of FASB Statement No. 140,
      Accounting for Transfers and Servicing of Financial Assets and Extinguishments
      of Liabilities* ".
      This
      statement requires all separately recognized servicing assets and servicing
      liabilities be initially measured at fair value, if practicable, and permits
      for
      subsequent measurement using either fair value measurement with changes in
      fair
      value reflected in earnings or the amortization and impairment requirements
      of
      Statement No. 140. The subsequent measurement of separately recognized servicing
      assets and servicing liabilities at fair value eliminates the necessity for
      entities that manage the risks inherent in servicing assets and servicing
      liabilities with derivatives to qualify for hedge accounting treatment and
      eliminates the characterization of declines in fair value as impairments or
      direct write-downs. SFAS No. 156 is effective for an entity's first fiscal
      year
      beginning after September 15, 2006. The adoption of this statement is not
      expected to have a material effect on the Company's future reported financial
      position or results of operations.





In
      June
      2006, the FASB issued FASB Interpretation No. 48, *“Accounting
      for Uncertainty in Income Taxes, an interpretation of FASB Statements No.
      109”* .
      FIN 48
      clarifies the accounting for uncertainty in income taxes by prescribing a
      two-step method of first evaluating whether a tax position has met a more likely
      than not recognition threshold and second, measuring that tax position to
      determine the amount of benefit to be recognized in the financial statements.
      FIN 48 provides guidance on the presentation of such positions within a
      classified statement of financial position as well as on derecognition, interest
      and penalties, accounting in interim periods, disclosure, and transition. FIN
      48
      is effective for fiscal years beginning after December 15, 2006. The adoption
      of
      this statement is not expected to have a material effect on the Company's future
      reported financial position or results of operations.





In
      September 2006, the FASB issued SFAS No. 157, “ *Fair
      Value Measurements* ”.
      The
      objective of SFAS 157 is to increase consistency and comparability in fair
      value
      measurements and to expand disclosures about fair value measurements. SFAS
      157
      defines fair value, establishes a framework for measuring fair value in
      generally accepted accounting principles, and expands disclosures about fair
      value measurements. SFAS 157 applies under other accounting pronouncements
      that
      require or permit fair value measurements and does not require any new fair
      value measurements. The provisions of SFAS No. 157 are effective for fair value
      measurements made in fiscal years beginning after November 15, 2007. The
      adoption of this statement is not expected to have a material effect on the
      Company's future reported financial position or results of
      operations.





In
      September 2006, the FASB issued SFAS No. 158, “ *Employers’
      Accounting for Defined Benefit Pension and Other Postretirement Plans - an
      amendment of FASB Statements No. 87, 88, 106, and 132(R)* ”.






F-7


**TRAVEL
        HUNT HOLDINGS INC. AND SUBSIDIARY**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF APRIL 30, 2007**
 **(UNAUDITED)**




This
      statement requires employers to recognize the over-funded or under-funded status
      of a defined benefit postretirement plan (other than a multiemployer plan)
      as an
      asset or liability in its statement of financial position and to recognize
      changes in that funded status in the year in which the changes occur through
      comprehensive income of a business entity or changes in unrestricted net assets
      of a not-for-profit organization. This statement also requires an employer
      to
      measure the funded status of a plan as of the date of its year-end statement
      of
      financial position, with limited exceptions. The provisions of SFAS No. 158
      are
      effective for employers with publicly traded equity securities as of the end
      of
      the fiscal year ending after December 15, 2006. The adoption of this statement
      is not expected to have a material effect on the Company's future reported
      financial position or results of operations.





In
      September 2006, the SEC issued Staff Accounting Bulletin (“SAB”) No. 108,
“ *Considering
      the Effects of Prior Year Misstatements when Quantifying Misstatements in
      Current Year Financial Statements* .”
SAB
      No. 108 addresses how the effects of prior year uncorrected misstatements should
      be considered when quantifying misstatements in current year financial
      statements. SAB No. 108 requires companies to quantify misstatements using
      a
      balance sheet and income statement approach and to evaluate whether either
      approach results in quantifying an error that is material in light of relevant
      quantitative and qualitative factors. SAB No. 108 is effective for period ending
      after November 15, 2006. The Company is currently evaluating the impact of
      adopting SAB No. 108 but does not expect that it will have a material effect
      on
      its financial statements.





In
      February 2007, the Financial Accounting Standards Board (FASB) issued SFAS
      No.
      159, “ *The
      Fair Value Option for Financial Assets and Financial Liabilities - Including
      an
      Amendment of FASB Statement No. 115* ”.
      This
      statement permits entities to choose to measure many financial instruments
      and
      certain other items at fair value. Most of the provisions of SFAS No. 159 apply
      only to entities that elect the fair value option. However, the amendment to
      SFAS No. 115 “ *Accounting
      for Certain Investments in Debt and Equity Securities* ”
applies
      to all entities with available-for-sale and trading securities. SFAS No. 159
      is
      effective as of the beginning of an entity’s first fiscal year that begins after
      November 15, 2007. Early adoption is permitted as of the beginning of a fiscal
      year that begins on or before November 15, 2007, provided the entity also elects
      to apply the provision of SFAS No. 157, “ *Fair
      Value Measurements”.* The
      adoption of this statement is not expected to have a material effect on the
      Company's financial statements.





**NOTE
      2**  **STOCKHOLDERS’
      DEFICIENCY**





***(A)
      Stock Issued for Cash***




On
      December 17, 1999, Travel Hunt Holdings, Inc. issued 9,000,000 shares of common
      stock to its founder for $9,000 ($0.001 per share).


On
        July
        15, 2003, Travel Hunt, Inc. issued 100,000 (1,000,000 post acquisition) shares
        of common stock to Nancy Reynolds for $10.00 ($0.000001 per share post
        acquisition).








F-8


**TRAVEL
        HUNT HOLDINGS INC. AND SUBSIDIARY**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF APRIL 30, 2007**
 **(UNAUDITED)**


During
      2003, the Company issued 130,500 shares of common stock for $13,050 ($0.10
      per
      share).





***(B)
      In-Kind Contribution***





During
      2000, the Company recorded additional paid in capital of $200 for the fair
      value
      of services contributed to the Company by its president (See Note
      3).





During
      2001, the Company recorded additional paid in capital of $200 for the fair
      value
      of services contributed to the Company by its president (See Note
      3).





During
      2002, the Company recorded additional paid in capital of $200 for the fair
      value
      of services contributed to the Company by its president (See Note
      3).





During
      2003, the Company recorded additional paid in capital of $200 for the fair
      value
      of services contributed to the Company by its president (See Note
      3).





During
      2006, the Company recorded additional paid in capital of $5,400 for the fair
      value of services contributed to the Company by its president (See Note
      3).





During
      the quarter ended October 31, 2006, the Company recorded additional paid in
      capital of $1,800 for the value of services contributed to the Company by its
      president (See Note 4).





During
      the quarter ended January 31, 2007, the Company recorded additional paid in
      capital of $1,800 for the value of services contributed to the Company by its
      president (See Note 4).




***(C)
      Stock Split***





On
      September 7, 2005, the Board of Directors approved a 7 for 1 forward stock
      split
      for all shareholders of the Company as of September 7, 2005. Per share weighted
      average share amounts have been retroactively restated in the accompanying
      unaudited financial statements and related notes to reflect this stock
      split.








F-9




**TRAVEL
        HUNT HOLDINGS INC. AND SUBSIDIARY**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 **AS
        OF APRIL 30, 2007**
 **(UNAUDITED)**


**NOTE
      3**  **NOTES
      PAYABLE - RELATED PARTY**




During
            September 2004, the Company issued notes payable in the amount of $8,000.
            The
            notes payable bear interest at 6%, are unsecured and due December 31,
            2006. At
            April 30, 2007, related accrued interest payable was $1,400. These notes
            are
            currently in default. Ms. Reynolds has since sold the notes to certain
            parties
            as is more fully described in our current report on Form 8-K filed on May
            2, 2007.





**NOTE
      4**  **RELATED
      PARTY TRANSACTIONS**





During
      September 2004, the Company issued notes payable in the amount of $8,000 (See
      Note 3).





The
      president of the Company paid operating expenses and contributed services with
      a
      fair value of $9,800 to the Company from inception (See Note 2(B)).





**NOTE
      5**  **COMMITMENT**




On
        July
        22, 2004, the Company entered into a letter of intent to acquire 100% of
        the
        ownership interest in Matrix Lodging, LLC. The letter of intent was amended and
        restated several times, resulting in the extension of the closing date to
        December 31, 2006. Total consideration paid by Matrix Lodging, LLC for extension
        of the letter of intent totaled $275,000 since July 22, 2004. On February
        2,
        2007, Matrix advised Travel Hunt that it has elected to terminate its letter
        of
        intent with Travel Hunt. In accordance with the letter of intent, Matrix
        was
        obligated to pay a $25,000 fee in connection with the contract termination.
        On
        April 26, 2007, as a bonus for services rendered, Travel Hunt assigned the
        $25,000 fee from Matrix to Nancy Reynolds.




**NOTE
      6** **** **GOING
      CONCERN**





As
      reflected in the accompanying unaudited condensed consolidated financial
      statements, the Company is in the development stage with no operations. This
      raises substantial doubt about its ability to continue as a going concern.
      The
      ability of the Company to continue as a going concern is dependent on the
      Company’s ability to raise additional capital and implement its business plan.
      The financial statements do not include any adjustments that might be necessary
      if the Company is unable to continue as a going concern.





Management
      believes that actions presently being taken to obtain additional funding and
      implement its strategic plans provide the opportunity for the Company to
      continue as a going concern.














F-10








**Item
      2. Management’s Discussion and Analysis or Plan of
      Operation**




Overview





We
            are a
            development stage company and our current business plan consists of exploring
            potential targets for a business combination through the purchase of
            assets,
            share purchase or exchange, merger or similar type of transaction.
  No
            revenues have been generated to date and we do not expect to generate
            revenues
            for the foreseeable future. Until we achieve profitability we will be
            dependent
            on loans from our shareholders to fund our operating expenses. At this
            time no
            shareholders have made any commitments to provide any such funding. To
            date we
            have not been able to raise additional funds through either debt or equity
            offerings. Without additional cash we will be unable to pursue our plan
            of
            operations.
  On
            July
            22, 2004, we entered into a letter of intent to acquire one hundred percent
            (100%) of the ownership interest of Matrix Lodging, LLC for the issuance
            of
            shares of our common stock to the Matrix Lodging, LLC members. Consummation
            of
            the transaction was subject to the satisfaction of certain conditions
            including
            the execution of definitive agreements and the completion of due diligence.
            Such
            letter of intent was amended to extend the date to enter into a definitive
            agreement until December 31, 2006. On February 2, 2007, Matrix advised
            Travel
            Hunt that it has elected to terminate its letter of intent with Travel
            Hunt. In
            connection therewith, Matrix was obligated to pay Travel Hunt $25,000
            in
            connection with the fulfillment of the terms and conditions of the letter
            of
            intent. On April 26, 2007, this obligation was assigned to Nancy Reynolds
            as a
            bonus for services rendered to the
            Company.




Capital
      Resources and Liquidity




As
      of
      April 30, 2007, we had $78 in cash. Our general and administrative expenses
      are
      expected to average $2,800 per month for the next 12 months.




We
            do not
            have sufficient cash to meet our minimum expenses for the next 12 months
            and we
            will be unable to execute our business plan unless we are successful
            in raising
            additional capital. We do not currently have any committed sources of
            external
            funding.


During
            September 2004, we issued notes payable to Nancy Reynolds in the amount
            of
            $8,000 which bear interest at 6%, are unsecured and due December 31,
            2006. At
            April 30, 2007, related accrued interest payable was $1,400.   Ms.
            Reynolds has sold the notes to certain parties as is more fully described
            in our
            current report on Form 8-K filed on May 2, 2007. The notes are currently in
            default and remain payable to the new noteholders by the
            Company.





As
      reflected in the accompanying financial statements, we are in the development
      stage with no operations. This raises substantial doubt about our ability to
      continue as a going concern. Our ability to continue as a going concern is
      dependent on our ability to raise additional capital and implement our business
      plan. The financial statements do not include any adjustments that might be
      necessary if we are unable to continue as a going concern.












5





Critical
      Accounting Policies




Travel
      Hunt’s financial statements and related public financial information are based
      on the application of accounting principles generally accepted in the United
      States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
      subjective interpretations of accounting principles that have an impact on
      the
      assets, liabilities, revenue and expense amounts reported. These estimates
      can
      also affect supplemental information contained in our external disclosures
      including information regarding contingencies, risk and financial condition.
      We
      believe our use of estimates and underlying accounting assumptions adhere to
      GAAP and are consistently and conservatively applied. We base our estimates
      on
      historical experience and on various other assumptions that we believe to be
      reasonable under the circumstances. Actual results may differ materially from
      these estimates under different assumptions or conditions. We continue to
      monitor significant estimates made during the preparation of our financial
      statements.




Our
      significant accounting policies are summarized in Note 1 of our financial
      statements. While all these significant accounting policies impact its financial
      condition and results of operations, Travel Hunt views certain of these policies
      as critical. Policies determined to be critical are those policies that have
      the
      most significant impact on Travel Hunt’s consolidated financial statements and
      require management to use a greater degree of judgment and estimates. Actual
      results may differ from those estimates. Our management believes that given
      current facts and circumstances, it is unlikely that applying any other
      reasonable judgments or estimate methodologies would cause effect on our
      consolidated results of operations, financial position or liquidity for the
      periods presented in this report.




**Item
      3A(T). Controls and Procedures**




*Evaluation
        of Disclosure Controls and Procedures*




Under
      the
      supervision and with the participation of our management, including our
      principal executive officer and principal financial officer, we conducted an
      evaluation of our disclosure controls and procedures, as such term is defined
      under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
      Exchange Act of 1934, as amended (Exchange Act), as of April 30, 2007. Based
      on
      this evaluation, our principal executive officer and principal financial officer
      have concluded that our disclosure controls and procedures are effective to
      ensure that information required to be disclosed by us in the reports we file
      or
      submit under the Exchange Act is recorded, processed, summarized, and reported
      within the time periods specified in the Securities and Exchange Commission’s
      rules and forms and that our disclosure and controls are designed to ensure
      that
      information required to be disclosed by us in the reports that we file or submit
      under the Exchange Act is accumulated and communicated to our management,
      including our principal executive officer and principal financial officer,
      or
      persons performing similar functions, as appropriate to allow timely decisions
      regarding required disclosure.




*Changes
        in Internal Control Over Financial Reporting*




There
        were no changes (including corrective actions with regard to significant
        deficiencies or material weaknesses) in our internal controls over financial
        reporting that occurred during the third quarter of fiscal 2007 that has
        materially affected, or is reasonably likely to materially affect, our internal
        control over financial reporting. Our independent auditor previously advised
        us
        that our controls and procedures regarding the manner in which we recorded
        our
        accounts payable were deficient. We did not believe that this was a material
        deficiency, however, our controls and procedures were subsequently changed
        to
        address this weakness.


















6












**PART
      II - OTHER INFORMATION**




Item
      1.
      Legal Proceedings.




The
      Company is currently not a party to any pending legal proceedings and no such
      action by, or to the best of its knowledge, against the Company has been
      threatened.




Item
      2.
Unregistered
      Sales of Equity Securities and Use of Proceeds.




None




Item
      3.
      Defaults Upon Senior Securities.




None




Item
      4.
      Submission of Matters to a Vote of Security Holders.




No
      matter
      was submitted during the quarter ending April 30, 2007, covered by this report
      to a vote of the Company’s shareholders, through the solicitation of proxies or
      otherwise.




Item
      5.
      Other Information.




None




Item
      6.
      Exhibits




(a)
        Exhibits




**Exhibit
                  No.**
              **Title
                  of Agreement/Document**31.1*
              Certification
                    of Chief Executive Officer and Chief Financial Officer pursuant
                    to Section
                    302 of the Sarbanes-Oxley Act of 2002.32.1*
              Certification
                    of Chief Executive Officer and Chief Financial Officer pursuant
                    to Section
                    906 of the Sarbanes-Oxley Act of 2002.




(b)  None.







7














**SIGNATURES**




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






**TRAVEL
                  HUNT HOLDINGS, INC**.RegistrantDate:
                  May 11, 2007
              By:*/s/
                  Nancy Reynolds*Nancy
                  ReynoldsPresident,
                  Chief Executive Officer,Chief
                  Financial Officer andChief
                  Accounting Officer






8