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 January 31, 2006.  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)  1314 E. Olas Boulevard, Suite 168, Fort Lauderdale, Florida
        33301(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  Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.  Yes
        x
        Noo  State the number of shares outstanding of each of the issuers classes of
common equity, as of March 15, 2006: 70,913,500 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 six months ended January 31, 2006 are not necessarily indicative of results that may be expected for the year ending July 31, 2006. 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 JANUARY 31, 2006








TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)





CONTENTS






PAGE
        1
        CONDENSED CONSOLIDATED BALANCE SHEET AS OF JANUARY 31, 2006 (UNAUDITED)PAGE
        2
        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2006 AND 2005 AND FOR THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO JANUARY 31, 2006 (UNAUDITED)PAGES
        3  4
        CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIENCY) FOR THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO JANUARY 31, 2006 (UNAUDITED)PAGE
        5
        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JANUARY 31, 2006 AND 2005 AND FOR THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO JANUARY 31, 2006 (UNAUDITED)PAGES
        6 - 9
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JANUARY 31, 2006 (UNAUDITED)

TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED BALANCE SHEET

AS OF JANUARY 31, 2006

(UNAUDITED)










ASSETSCURRENT ASSETSCash
        $
        990TOTAL ASSETS
        $
        900LIABILITIES AND STOCKHOLDERS DEFICIENCYCURRENT LIABILITIESAccounts payable and accrued expenses
        $
        20,067Accrued interest  related party loan
        
        803Notes payable  related party
        
        8,000TOTAL LIABILITIES
        
        28,870STOCKHOLDERS DEFICIENCYPreferred 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, 70,913,500 shares issued and outstanding
        
        70,914Additional paid in capital
        
        (46,263)Subscription receivable
        
        (1)Accumulated deficit during development stage
        
        (52,530)Total Stockholders Deficiency
        
        (27,880)TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY
        $
        990




See accompanying notes to condensed consolidated financial statements.

1



TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)










For the Three Months Ended January 31, 2006
        
        For the Three Months Ended January 31, 2005
        
        For the Six Months Ended January 31, 2006
        
        For the Six Months Ended January 31, 2005
        
        For The Period From
December 17, 1999
(Inception) To January 31, 2006OPERATING EXPENSESOfficers salary
        $
        1,800
        $
        -
        $
        1,800
        $
        -
        $
        10,800Professional fees
        
        13,247
        
        13,600
        
        16,997
        
        30,050
        
        36,131Advertising expense
        
        -
        
        -
        
        -
        
        -
        
        4,285General and administrative
        
        3,594
        
        1,079
        
        4,372
        
        2,159
        
        200,511Total Operating Expenses
        
        18,641
        
        14,679
        
        23,169
        
        32,209
        
        251,727LOSS FROM OPERATIONS
        
        (18,641)
        
        (14,679)
        
        (23,169)
        
        (32,209)
        
        (251,727)OTHER EXPENSEOther income
        
        
        
        
        
        
        
        
        
        200,000Interest expense
        
        121
        
        244
        
        242
        
        244
        
        (803)Total Other Income (Expense)
        
        (121)
        
        (244)
        
        (242)
        
        (244)
        
        199,197Provision for Income Taxes
        
        -
        
        -
        
        -
        
        -
        
        -NET LOSS
        $
        (18,762)
        $
        (14,923)
        $
        (23,411)
        $
        (32,453)
        $
        (52,530)Net loss per share - basic and diluted
        $
        -
        $
        -
        $
        -
        $
        -
        $
        -Weighted average number of shares outstanding during the period - basic and diluted
        
        70,913,500
        
        70,913,500
        
        70,913,500
        
        70,913,500
        
        70,387,275




See accompanying notes to condensed consolidated financial statements.

2



TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

(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 ($0.001 per share)  Travel Hunt Holdings, Inc.
        
        -
        $
        -
        
        63,000,000
        $
        63,000
        $
        (54,000)
        $
        (9,000)
        $
        -
        $
        -Stock issued to founders for cash - ($0.000001 post consolidation per share) - Travel Hunt, Inc.
        
        
        
        
        
        7,000,000
        
        7,000
        
        (6,999)
        
        (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)
        
        -
        
        -
        
        70,000,000
        
        70,000
        
        (60,799)
        
        (9,001)
        
        (200)
        
        -In-kind contribution of services
        
        -
        
        -
        
        -
        
        -
        
        200
        
        -
        
        -
        
        200Net loss, 2001
        
        -
        
        -
        
        -
        
        -
        
        
        
        -
        
        (200)
        
        (200)Balance, July 31, 2001 (combined)
        
        -
        
        -
        
        70,000,000
        
        70,000
        
        (60,599)
        
        (9,001)
        
        (400)
        
        -In-kind contribution of services
        
        -
        
        -
        
        -
        
        -
        
        200
        
        -
        
        -
        
        200Net loss, 2002
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -
        
        (200)
        
        (200)Balance, July 31, 2002 (combined)
        
        -
        
        -
        
        70,000,000
        
        70,000
        
        (60,399)
        
        (9,001)
        
        (600)
        
        -



See accompanying notes to condensed consolidated financial statements.

3



TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

(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)
        
        -
        
        -
        
        913,500
        
        914
        
        12,136
        
        -
        
        -
        
        13,050Net loss, 2003
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -
        
        (312)
        
        (312)Balance, July 31, 2003 (consolidated)
        
        -
        $
        -
        
        70,913,500
        
        70,914
        
        (48,063)
        
        (9,001)
        
        (912)
        
        12,938Cash received for subscription receivable
        
        -
        
        -
        
        -
        
        -
        
        -
        
        9,000
        
        -
        
        9,000Net loss, 2004
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -
        
        (22,978)
        
        (22,978)Balance, July 31, 2004
        
        -
        
        -
        
        70,913,500
        
        70,914
        
        (48,063)
        
        (1)
        
        (23,890)
        
        (1,040)Net loss, 2005
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -
        
        (5,229)
        
        (5,229)Balance, July 31, 2005
        
        -
        
        -
        
        70,913,500
        
        70,914
        
        (48,063)
        
        (1)
        
        (29,119)
        
        (6,269)Contribution in-kind
        
        -
        
        -
        
        -
        
        -
        
        1,800
        
        -
        
        -
        
        1,800Net loss, January 31, 2006
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -
        
        (23,411)
        
        (23,411)BALANCE,
JANUARY 31, 2006
        
        -
        $
        -
        
        70,913,500
        $
        70,914
        $
        (46,263)
        $
        (1)
        $
        (52,530)
        $
        (27,880)

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 Six Months Ended January 31, 2006
        
        For the Six Months Ended January 31, 2005
        
        For The Period From
December 17, 1999 (Inception) To January 31, 2006CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
        $
        (23,411)
        $
        (32,453)
        $
        (52,530)Adjustments to reconcile net loss to net cash used in operating activities:In-kind contribution of services
        
        1,800
        
        -
        
        2,600Amortization expense
        
        -
        
        1,482
        
        4,691Impairment charge
        
        -
        
        -
        
        1,234Changes in operating assets and liabilities:Accounts payable and accrued interest
        
        20,309
        
        28,126
        
        20,870Net Cash Used In Operating Activities
        
        (1,302)
        
        (2,845)
        
        (23,135)CASH FLOWS FROM INVESTING ACTIVITIESWebsite development costs
        
        -
        
        -
        
        (5,925)Net Cash Used In Investing Activities
        
        -
        
        -
        
        -CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common stock
        
        -
        
        -
        
        22,050Proceeds from note payable  related party
        
        -
        
        4,000
        
        8,000Net Cash Provided By Financing Activities
        
        -
        
        4,000
        
        30,050NET INCREASE (DECREASE) IN CASH
        
        (1,302)
        
        1,155
        
        990CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
        
        2,292
        
        2,259
        
        -CASH AND CASH EQUIVALENTS AT END OF PERIOD
        $
        990
        $
        3,414
        $
        990




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 JANUARY 31, 2006

(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.



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



The accompanying financial statements for 2006 and 2005 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.



(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



6



TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JANUARY 31, 2006

(UNAUDITED)





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) 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 January 31, 2006 and 2005, there were no common share equivalents outstanding.



(G) Business Segments



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



(H) Fair Value of Financial Instruments



The carrying value of cash, accounts payable and accrued expenses and notes payable approximate their fair value because of their short maturities.



(I) 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.



(J) 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.







7



TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JANUARY 31, 2006

(UNAUDITED)








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).



(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 the quarter ended January 31, 2006, the Company recorded additional paid in capital of $1,800 for the fair value of services contributed to the Company by its president (See Note 3).



(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 financial statements and related notes to reflect this stock split.




NOTE 3
        RELATED PARTY TRANSACTIONS

The president of the Company paid operating expenses and contributed services with a fair value of $2,600 to the Company from inception (See Note 2(B)).



8



TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JANUARY 31, 2006

(UNAUDITED)







During 2004, the Company issued notes payable to a stockholder in the amount of $8,000. The note bears interest at 6%, is unsecured and due December 31, 2006.




NOTE 4
        NOTES PAYABLE  RELATED PARTY

During 2004, the Company issued a notes payable in the amount of $8,000. The notes payable bear interest at 6%, are unsecured and due December 31, 2006.




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.




NOTE 6
        SUBSEQUENT EVENT

On July 22, 2004, the Company entered into a Letter of Intent to acquire 100% of the ownership interest in Matrix Lodging, LLC. As of the date of this report, the Company has not completed its due diligence and no definitive agreement has been reached. The Letter of Intent was amended and restated several times, resulting in the extension of the closing date to June 30, 2006.







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,  reservation solutions and
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 2006 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 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 is subject to the satisfaction of certain conditions including the execution of definitive agreements and the completion of due diligence. Such letter of intent recently amended to extend the date to enter into a definitive agreement until June 30, 2006. As of the date of this report, we have completed our due diligence, however, no definitive agreement has been reached nor can any assurance can be given that this acquisition will be consummated.



Matrix Lodging is a Nevada company which is in the process of developing a chain of technology rich, boutique luxury hotels situated in key commercial centers across the United States.



Capital Resources and Liquidity.



As of January 31, 2006, we had $990 in cash. Our general and  administrative  expenses are expected to average $1,500 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, 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.



Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for us 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 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 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.



In March 2006, in connection with the review of our financial statements for the
quarter ended January 31, 2006 and management's assessment of the effectiveness
of our internal control over financial reporting, we identified the following
material weakness in our internal control over financial reporting as of January
31, 2006 any of which could result in the misstatement of our interim or annual
financial statements which would not be prevented or detected.



We did not maintain effective controls over the accuracy of our accounts payable
and recorded liabilities at January 31, 2006. Specifically, we did not account
for all invoices that had been issued to us by various vendors for the period
ended January 31, 2006. This material weakness resulted in an adjustment to our
quarter ended January 31, 2006 financial statements.






(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 January 31, 2006, 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


None.







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: March 15, 2006
        By:/s/ Nancy ReynoldsNancy ReynoldsPresident, Chief Executive Officer,Chief Financial Officer andChief Accounting Officer