UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  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, 2005.  or  o
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. 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)  3237 NE 10thStreet, #2, Pompano Beach, Florida
33062(Address of principal executive offices)
(Zip Code)  (561) 943-4868 (Registrants telephone number, including area code)  (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. YesxNoo  Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. YesxNoo  State the number of shares outstanding of each of the issuers classes of common equity, as of June 14, 2005: 10,130,500 shares of common stock.      TRAVEL HUNT HOLDINGS INC.

FINANCIAL STATEMENTS



INDEX



PART I-- FINANCIAL INFORMATION



Item 1.
Financial Statements

Item 2.
Managements Discussion and Analysis of Financial Condition

Item 3.
Control and Procedures

PART II-- OTHER INFORMATION



Item 1.
Legal Proceedings

Item 2.
Changes in Securities

Item 3.
Defaults Upon Senior Securities

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

Item 5.
Other Information

Item 6.
Exhibits and Reports on Form 8-K

SIGNATURE



Item 1. Financial Information



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 three months ended April 30, 2005 are not necessarily indicative of results that may be expected for the year ending July 31, 2005. The financial statements are presented on the accrual basis.











TRAVEL HUNT HOLDINGS, INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF APRIL 30, 2005









TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)





CONTENTS





PAGE
1
CONDENSED CONSOLIDATED BALANCE SHEET AS OF APRIL 30, 2005 (UNAUDITED)PAGE
2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2005 AND 2004 AND FOR THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO APRIL 30, 2005 (UNAUDITED)PAGES
3  4
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIENCY) FOR THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO APRIL 30, 2005 (UNAUDITED)PAGE
5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED APRIL 30, 2005 AND 2004 AND FOR THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO APRIL 30, 2005 (UNAUDITED)PAGES
6 - 8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF APRIL 30, 2005



TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED BALANCE SHEET

AS OF APRIL 30, 2005

(UNAUDITED)









ASSETSCURRENT ASSETSCash
$
25,806Prepaid expenses

38,628Total Current Assets

64,434OTHER ASSETSWebsite development costs, net of accumulated amortization of $3,950

1,975TOTAL ASSETS
$
66,409LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable
$
379Notes payable  related party

8,000Total Current Liabilities

8,379STOCKHOLDERS EQUITYPreferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding

-Common stock, $0.001 par value, 100,000,000 shares authorized, 10,130,500 shares issued and outstanding

10,131Additional paid in capital

12,720Subscription receivable

(1)Retained earnings during development stage

35,180Total Stockholders Equity

58,030TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
$
66,409



See accompanying notes to condensed consolidated financial statements.

1





TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)









For the Three Months Ended April 30, 2005

For the Three Months Ended April 30, 2004

For the Nine Months Ended April 30, 2005

For the Nine Months Ended April 30, 2004

For The Period From

December 17, 1999 (Inception) To April 30, 2005OPERATING EXPENSESOfficers salary
$
-
$
500
$
-
$
2,500
$
3,000Professional fees

83,280

-

115,330

-

123,438Advertising expense

-

-

-

4,285

4,285General and administrative

62

3,933

221

6,204

8,718Total Operating Expenses

83,342

4,433

115,551

12,989

139,441LOSS FROM OPERATIONS

(83,342)

(4,433)

(115,551)

(12,989)

(139,441)OTHER INCOME (EXPENSE)Other income

175,000

-

175,000

-

175,000Interest expense

(135)

-

(379)

-

(379)Total Other Income (Expense)

174,865

-

174,621

-

174,621NET INCOME (LOSS) BEFORE TAXES

91,523

(4,433)

(59,070)

(12,989)

35,180Provision for Income Taxes

-

-

-

-

-NET INCOME (LOSS)
$
91,523
$
(4,433)
$
59,070
$
(12,989)
$
35,180Net income (loss) per share - basic and diluted
$
0.01
$
-
$
0.01
$
-
$
-Weighted average number of shares outstanding during the period - basic and diluted

10,130,500

10,130,500

10,130,500

10,130,500

10,044,724

See accompanying notes to condensed consolidated financial statements.

2





TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIENCY)

(UNAUDITED)









Preferred Stock

Common Stock

Additional Paid-In

Subscription

Accumulated Deficit During DevelopmentShares

Amount

Shares

Amount

Capital

Receivable

Stage

TotalStock issued to founders for cash ($0.01 per share)  Travel Hunt Holdings, Inc.

-
$
-

9,000,000
$
9,000
$
-
$
(9,000)
$
-
$
-Stock issued to founders for cash - ($0.000001 post consolidation per share) -Travel Hunt, Inc.

-

-

1,000,000

1,000

(999)

(1)

-

-In-kind contribution of services

-

-

-

-

200

-

-

200Net loss for the period from December 17, 1999 (inception) to July 31, 2000

-

-

-

-

-

-

(200)

(200)Balance, July 31, 2000 (combined)

-

-

10,000,000

10,000

(799)

(9,001)

(200)

-In-kind contribution of services

-

-

-

-

200

-

-

200Net loss, 2001

-

-

-

-



-

(200)

(200)Balance, July 31, 2001 (combined)

-

-

10,000,000

10,000

(599)

(9,001)

(400)

-In-kind contribution of services

-

-

-

-

200

-

-

200Net loss, 2002

-

-

-

-



-

(200)

(200)Balance, July 31, 2002 (combined)

-

-

10,000,000

10,000

(399)

(9,001)

(600)

-

See accompanying notes to condensed consolidated financial statements.

3





TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIENCY)

(UNAUDITED)











Preferred Stock

Common Stock

Additional Paid-In

Subscription

Accumulated Deficit During DevelopmentShares

Amount

Shares

Amount

Capital

Receivable

Stage

TotalIn-kind contribution of services

-
$
-

-
$
-
$
200
$
-
$
-
$
200Stock issued for cash ($0.10 per share)

-

-

130,500

131

12,919

-

-

13,050Net loss, 2003

-

-

-

-

-

-

(312)

(312)Balance, July 31, 2003

-

-

10,130,500

10,131

12,720

(9,001)

(912)

12,938Cash received from subscription receivable

-

-

-

-

-

9,000

-

9,000Net loss, 2004

-

-

-

-

-

-

(22,978)

(22,978)Balance, July 31, 2004

-

-

10,130,500

10,131

12,720

(1)

(23,890)

(1,040)Net loss for the nine months ended April 30, 2005

-

-

-

-

-

-

59,070

59,070BALANCE, APRIL 30, 2005

-
$
-

10,130,500
$
10,131
$
12,720
$
(1)
$
35,180
$
58,030



See accompanying notes to condensed consolidated financial statements.

4





TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)









For the Nine Months Ended April 30, 2005

For the Nine Months Ended April 30, 2004

For The Period From

December 17, 1999 (Inception) To April 30, 2005CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
$
59,070
$
(12,989)
$
35,180Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:In-kind contribution of services

-

-

800Amortization expense

2,222

793

3,950Changes in operating assets and liabilities:Prepaid expenses

(38,628)

-

(38,628)Accounts payable

(3,117)

(2,764)

379Net Cash Used In Operating Activities

19,547

(14,960)

1,681CASH FLOWS FROM INVESTING ACTIVITIESWebsite development costs

-

(5,925)

(5,925)Net Cash Used In Investing Activities

-

(5,925)

(5,925)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from note payable  related party

4,000

-

8,000Cash from subscription receivable

-

9,000

22,050Net Cash Provided By Financing Activities

4,000

9,000

30,050NET INCREASE (DECREASE) IN CASH

23,547

(11,885)

25,806CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

2,259

12,938

-CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
25,806
$
1,053
$
25,806



See accompanying notes to condensed consolidated financial statements.

5





TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF APRIL 30, 2005

(UNAUDITED)







NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Basis of Presentation



The accompanying unaudited financial statements have been prepared 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.



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



We plan to provide online travel related products, called travelhunts, and will provide users with new ways to experience travel destinations throughout the world. We will also provide travel related information to internet users and provide them with the ability to organize a trip to selected destinations.



Activities during the development stage include developing the business plan and raising capital.



(C) Principles of Consolidation and Combination



The accompanying financial statements for 2005 and 2004 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.



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







6





TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF APRIL 30, 2005

(UNAUDITED)







(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



Website development costs are accounted for using Emerging Issues Task Force Issue No. 00-2, Accounting for Web Site Development Costs (EITF 00-2). Website development costs and the accounting for such costs should be accounted for under AICPA Statement of Position 98-1 (SOP 98-1), Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.



(F) Income (Loss) Per Share



Basic and diluted net income (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, 2005 and 2004, there were no common share equivalents outstanding.



(G) Business Segments



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



NOTE 2
STOCKHOLDERS DEFICIENCY

(A) Stock Issued for Cash



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



During 1999, Travel Hunt, Inc. issued 100 (1,000,000 post acquisition) shares of common stock to its founder for $0.10 ($0.000001 per share post acquisition).



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







7





TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF APRIL 30, 2005

(UNAUDITED)





(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).



NOTE 3
RELATED PARTY TRANSACTIONS

The president of the Company paid operating expenses and contributed services with a fair value of $800 to the Company from inception (See Notes 2(B) and 4).



NOTE 4
NOTES PAYABLE  RELATED PARTY

During September 2004, the Company issued a note payable in the amount of $4,000. The note payable bears interest at 6%, is unsecured and due December 31, 2005.



NOTE 5
GOING CONCERN

As reflected in the accompanying 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.











8





TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF APRIL 30, 2005

(UNAUDITED)







NOTE 6
SUBSEQUENT EVENT

(A) Letter of Intent



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 on December 6, 2004 to expire on February 15, 2005 and was amended and restated on March 2, 2005 to extend the closing date until June 30, 2005.





9









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



Overview



We are a developmental stage company that is currently implementing its business plan to become a fully integrated online provider of travel related products and services combining four profit centers; publishing and sale of the Companys proprietary TravelHunt brochures, customized TravelHunts designed around live special events, outsourced online travel planning and reservation solutions, online travel club.



No revenues have been generated to date and we expect limited revenues until we raise additional funds and therefore we will continue to operate on a reduced budget until such time. If we are unable to raise additional funds by fiscal year end 2005 we may have to limit our operations to an extent not presently determinable by management. Nancy Reynolds, our sole officer, director and principal shareholder, has agreed that she will continue to cover the costs for our operations until additional funds become available. Although we have no commitments for capital, other than verbal assurances from Ms. Reynolds, we may raise additional funds through public offerings of equity, securities convertible into equity or debt, private offerings of securities or debt, or other sources.



To date we have not been able to raise additional funds through either debt or equity offerings. Without this additional cash we have been unable to pursue our plan of operations and commence generating revenue. We believe that we may not be able to raise the necessary funds to continue to pursue our business operations. If we can not raise funds in the immediate future, we intend to cease the pursuit of our business plan and actively seek out and investigate possible business opportunities with the intent to acquire or merge with one or more business ventures.



On July 22, 2004, we entered into a Letter of Intent to acquire one hundred percent (100%) of the issued and outstanding shares of Matrix Lodging, LLC for the issuance of 10,000,000 shares of our common stock to the Matrix Lodging, LLC shareholders. No definitive agreement was executed by the parties and on December 6, 2004 the letter of intent was extended to February 15, 2005 and on March 2, 2005, the letter of intent was extended until June 30, 2005.



Capital Resources and Liquidity.



As of April 30, 2005, we had $25,806 in cash. Our general and administrative is expected to average $2,110 per month for the next 12 months.



We have plans to pay a salary of $500 per month to our sole officer and employee 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 expand on our business unless we are successful in raising additional capital. In addition, we will need to raise additional capital to continue our operations past 12 months, and there is no assurance we will be successful in raising the needed capital. Currently we have no material commitments for capital expenditures. We do not have any external source of funding except that Nancy Reynolds has agreed to provide financing to us in the future until we are able to receive additional funding.



As reflected in the accompanying 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.



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 if 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 3. Controls and Procedures



(a)
Evaluation of disclosure controls and procedures.

Our Chief Executive Officer and Chief Financial Officer (collectively the Certifying Officers) maintain a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management timely. Under the supervision and with the participation of management, the Certifying Officers evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)]under the Exchange Act) within 90 days prior to the filing date of this report. Based upon that evaluation, the Certifying Officers concluded that our disclosure controls and procedures are effective in timely alerting them to material information relative to our company required to be disclosed in our periodic filings with the SEC.





(b)
Changes in internal controls.

Our Certifying Officer has indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of his evaluation, and there were no such control actions with regard to significant deficiencies and material weaknesses.



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. Changes in Securities.



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, 2005, 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 and Reports of Form 8-K.



(a)
Exhibits

31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002



(b)
Reports of Form 8-K

On March 3, 2005, the Company filed an 8K based on a third amended letter of intent with Matrix Lodging, LLC.

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.Registrant



Date: June 14, 2005
By:/s/ Nancy ReynoldsNancy ReynoldsPresident, Chief Executive Officer,Chief Financial Officer andChief Accounting Officer