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, 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 June 13, 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 nine months ended April 30, 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 APRIL 30, 2006

(UNAUDITED)








TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)





CONTENTS






PAGE
        1
        CONDENSED CONSOLIDATED BALANCE SHEET AS OF APRIL 30, 2006 (UNAUDITED)PAGE
        2
        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2006 AND 2005 AND FOR THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO APRIL 30, 2006 (UNAUDITED)PAGES
        3  4
        CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY FOR THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO APRIL 30, 2006 (UNAUDITED)PAGE
        5
        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED APRIL 30, 2006 AND 2005 AND FOR THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO APRIL 30, 2006 (UNAUDITED)PAGES
        6 - 10
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF APRIL 30, 2006 (UNAUDITED)

TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED BALANCE SHEET

AS OF APRIL 30, 2006

(UNAUDITED)










ASSETSCURRENT ASSETSCash
        $
        29,714TOTAL ASSETS
        $
        29,714LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable and accrued expenses
        $
        1,750Notes payable  related party
        
        8,000Accrued interest  related party loan
        
        921TOTAL LIABILITIES
        
        10,671COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS 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, 70,913,500 shares issued and outstanding
        
        70,914Additional paid in capital
        
        (44,463)Subscription receivable
        
        (1)Accumulated deficit during development stage
        
        (7,407)Total Stockholders Equity
        
        19,043TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
        $
        29,714




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, 2006
        
        For the Three Months Ended April 30, 2005
        
        For the Nine Months Ended April 30, 2006
        
        For the Nine Months Ended April 30, 2005
        
        For The Period From
December 17, 1999
(Inception) To April 30, 2006OPERATING EXPENSESOfficers salary
        $
        1,800
        $
        -
        $
        3,600
        $
        -
        $
        12,600Consulting and Professional fees
        
        1,925
        
        83,280
        
        18,923
        
        115,330
        
        221,632Advertising expense
        
        -
        
        -
        
        -
        
        -
        
        4,285General and administrative
        
        1,035
        
        62
        
        5,406
        
        221
        
        17,970Total Operating Expenses
        
        4,760
        
        83,342
        
        27,929
        
        115,551
        
        256,487LOSS FROM OPERATIONS
        
        (4,760)
        
        (83,342)
        
        (27,929)
        
        (115,551)
        
        (256,487)OTHER INCOME (EXPENSE)Other income
        
        50,000
        
        175,000
        
        50,000
        
        175,000
        
        250,000Interest expense
        
        (117)
        
        (135)
        
        (359)
        
        (379)
        
        (920)Total Other Income (Expense)
        
        49,883
        
        174,865
        
        49,641
        
        174,621
        
        249,080INCOME (LOSS) BEFORE INCOME TAXES
        
        45,123
        
        91,523
        
        21,712
        
        59,070
        
        (7,407)Provision for Income Taxes
        
        -
        
        -
        
        -
        
        -
        
        -NET INCOME (LOSS)
        $
        45,123
        $
        91,523
        $
        21,712
        $
        59,070
        $
        (7,407)Net income (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
        
        70,407,410

See accompanying notes to condensed consolidated financial statements.

2



TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

FOR THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO APRIL 30, 2006

(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 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

FOR THE PERIOD FROM DECEMBER 17, 1999 (INCEPTION) TO APRIL 30, 2006

(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)In-kind contribution of services
        
        -
        
        -
        
        -
        
        -
        
        3,600
        
        -
        
        -
        
        3,600Net income, April 30, 2006
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -
        
        21,712
        
        21,712BALANCE, APRIL 30, 2006
        
        -
        $
        -
        
        70,913,500
        $
        70,914
        $
        (44,463)
        $
        (1)
        $
        (7,407)
        $
        19,043

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, 2006
        
        For the Nine Months Ended April 30, 2005
        
        For The Period From
December 17, 1999
(Inception) To April 30, 2006CASH FLOWS FROM OPERATING ACTIVITIES:Net Income (loss)
        $
        21,712
        $
        59,070
        $
        (7,407)Adjustments to reconcile net income (loss) to net cash used in operating activities:In-kind contribution of services
        
        3,600
        
        -
        
        4,400Amortization expense
        
        -
        
        2,222
        
        4,691Impairment charge
        
        -
        
        -
        
        1,234Changes in operating assets and liabilities:Increase in prepaid expenses
        
        -
        
        (38,628)
        
        -Increase (decrease) in accounts payable
        
        1,750
        
        (3,117)
        
        1,750Increase (decrease) in accrued interest payable  related party
        
        360
        
        -
        
        921Net Cash Provided By Operating Activities
        
        27,422
        
        19,547
        
        5,589CASH FLOWS FROM INVESTING ACTIVITIES: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 note payable  related party
        
        -
        
        4,000
        
        8,000Net Cash Provided By Financing Activities
        
        -
        
        4,000
        
        30,050NET INCREASE IN CASH
        
        27,422
        
        23,547
        
        29,714CASH AT BEGINNING OF PERIOD
        
        2,292
        
        2,259
        
        -CASH AT END OF PERIOD
        $
        29,714
        $
        25,806
        $
        29,714SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for interest
        $
        -
        $
        -
        $
        -Cash paid for taxes
        $
        -
        $
        -
        $
        -

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, 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 fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.



In May 2005, the FASB issued SFAS 154, Accounting Changes and Error
Corrections. This Statement replaces APB Opinion No. 20, Accounting Changes,
and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial
Statements, and changes the requirements for the accounting for and reporting of
a change in accounting principle. This Statement applies to all voluntary
changes in accounting principle. It also applies to changes required by an
accounting pronouncement in the unusual instance that the pronouncement does not
include specific transition provisions. SFAS 154 also requires that a change in
depreciation, amortization or depletion method for long-lived, non-financial
assets be accounted for as a change in accounting estimate effected by a change
in accounting principle. This Statement is effective in fiscal years beginning
after December 15, 2005. The Company has not yet determined the effect of
implementing this standard.



(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.









6



TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF APRIL 30, 2006

(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) 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, 2006 and 2005, and for the period from December 17, 1999 (inception) to April 30, 2006 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 accounts payable, accrued expenses and loans payable  related party 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.







7



TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF APRIL 30, 2006

(UNAUDITED)







(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. There have been no revenues recorded for the years ending April 30, 2006 and 2005, and for the period from December 17, 1999 (inception) to April 30, 2006




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 value of services contributed to the Company by its president (See Note 3).





8



TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF APRIL 30, 2006

(UNAUDITED)







During the quarter ended April 30, 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 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 unaudited 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 $4,400 to the Company from inception (See Note 2(B)).



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.




NOTE 4
        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.




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. 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. Total consideration
paid by Matrix Lodging, LLC for extension of the Letter of Intent totaled $250,000 since July 22, 2004.




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.





9



TRAVEL HUNT HOLDINGS INC. AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF APRIL 30, 2006

(UNAUDITED)







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 7
        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. On June 12,
2006, the Letter of Intent was amended and restated resulting in the extension of the closing date to September 30, 2006.



10





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  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 April 30, 2006, we had $29,714 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.



In May 2005,  the FASB  issued SFAS 154,  Accounting  Changes  and Error  Corrections. This  Statement  replaces  APB Opinion No. 20,
Accounting  Changes,  and FASB  Statement  No. 3,  Reporting  Accounting  Changes in Interim  Financial  Statements,  and  changes  the
requirements  for the  accounting  for and  reporting of a change in  accounting  principle.  This  Statement  applies to all voluntary
changes in accounting  principle.  It also applies to changes required by an accounting  pronouncement in the unusual instance that the
pronouncement does not include specific transition  provisions.  SFAS 154 also requires that a change in depreciation,  amortization or
depletion  method for  long-lived,  non-financial  assets be accounted for as a change in accounting  estimate  effected by a change in
accounting  principle.  This  Statement  is  effective  in fiscal years  beginning  after  December  15, 2005.  The Company has not yet
determined the effect of implementing this standard.



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



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 March 31, 2006. 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.



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 first quarter of fiscal 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.















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, 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: June 13, 2006
        By:/s/ Nancy ReynoldsNancy ReynoldsPresident, Chief Executive Officer,Chief Financial Officer andChief Accounting Officer