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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

**FORM 10-KSB/A**

[ X ]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the fiscal year ended **September 30, 2001**

[    ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934









Registrant's telephone number, including area code:**(801) 273-9300**

Securities registered pursuant to Section 12(b) of the Act: **NONE**Securities registered pursuant to Section 12(g) of the Act: **NONE**

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. **[ x  ]**

Revenue for the year ended September 30, 2001:   $ 0.

As of March 1, 2002 it is unclear as to the aggregate market value of the voting stock held by non-affiliates of the
Registrant.  This is due to the low or almost non-existing trading of the Registrant's Securities.

As of March 1, 2002 the number of shares outstanding of the Registrant's Common Stock was 25,000,000.



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The board of directors feel that the Company does not meet the criteria of a development stage company (as
defined in SFAS 7 "*Accounting and Reporting by Development Stage Enterprises*") primarily because it is not
currently producing or marketing a product or service.  However, the Company is currently seeking a business
opportunity to merge with or acquire, but to date has not located any such business opportunities.

In seeking a business opportunity to merge with or acquire, management is reviewing various business plans.
Management has not limited their review of plans or exploration of acquisitions to any particular industry or service
sector.  Though there appears to be a large number of companies seeking to merge with an existing public company,
the management has not yet identified a business to complete such a transaction with and the Company has not
entered into any binding agreements for an acquisition or merger.  There is no assurance that the Company will be
successful in finding any business opportunity  to merge with or acquire.

**ITEM 2.  DESCRIPTION OF PROPERTY**

The Company currently operates from the office of the Company's President and pays no rent or expenses.

Not applicable

**ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS**

Not applicable



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The Company is not currently trading in any public markets.  As of January 14, 2002, the Company had
approximately 167 shareholders of record.

The Company has not declared any cash dividends on its Common Stock since inception and its Board of
Directors has no present intention of declaring any dividends.  For the foreseeable future, the Company intends to
retain all earnings, if any, for use in the development and expansion of its business.

**Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION**
**AND RESULTS OF OPERATIONS**

**Financial Condition**

The Company had no revenue during the year ended September 30, 2001.  Total stockholders' equity was
$(24,163), as compared to $(12,656) at September 30, 2000. The Company has no operating capital for future
operations.

**Liquidity and Capital Resources**

The Company has minimal assets and is currently in the process of looking for business opportunities to merge
with or acquire.  During the next twelve months, the Company will need to raise approximately Twenty-Five
Thousand dollars ($25,000) in additional capital through private funding to meet the financial needs of being a
reporting company and to meet the obligations of the current accounts payable.  Historically, the Company has been
successful in either raising operational capital or extending the present loans, or a combination of both.  There is no
guarantee that the Company will be successful in obtaining necessary funding to develop any business opportunities.

The Company has approached DHM Enterprises, LLC for an extension on the note that is due March 31, 2002.
DHM Enterprises, LLC has agreed that if the funds have not been obtained to pay this note in full upon the due date
of March 31, 2002,  DHM Enterprises will extend the due date of the note to September 30, 2002.

**Results of Operations**

The Company reported a net loss of $(19,507) for the year ended September 30, 2001, compared to a  loss of
$(1,212) for the previous year.  The Company anticipates very little or no overhead from future operations until a
successor business can be acquired or merged.

**ITEM 7.  FINANCIAL STATEMENTS**

(a)(1)	The following financial statements of the Company and its subsidiaries have been filed as part of this report
(see Item 8 "Financial Statements and Supplementary Data"):

Independent Auditors' Report

Balance Sheets as of September 30, 2001.

Statements of Operations for the years ended September 30, 2001 and September 30, 2000.

Statement of Stockholders' Equity for the period from October 1, 1998 to September 30, 2001.

Statement of Cash Flows for the years ended September 30, 2001 and September 30, 2000.

Notes to Financial Statements.

(2)	Schedules are omitted because of the absence of conditions under which they are required or because the
required information is given in the financial statements or notes thereto.

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INDEPENDENT AUDITOR'S REPORT

Stockholders and Directors
NTC Holdings, Inc.
Salt Lake City, Utah

We have audited the accompanying balance sheet of NTC Holdings, Inc.(a New York corporation) as of
September 30, 2001 and the related statements of operations, stockholders' equity, and cash flows for the year 2001
then ended.  These financial statements are the responsibility of the company's management.  Our responsibility is
to express an opinion on these financial statements based on our audit.  The financial statements of NTC Holdings,
Inc., as of September 30, 2000, were audited by other auditors whose report dated November 21, 2001, expressed
an unqualified opinion on those statements, therefore we offer no opinion on those financial statements.

We conducted our audit in accordance with generally accepted auditing standards.  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial
position of NTC Holdings, Inc. at September 30, 2001, and the results of its operations and cash flows for the year
ended September 30, 2001 then ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a
going concern.  As discussed in Note 5 to the financial statements, the Company has minimal assets and no
operations and is dependent upon financing to continue operations.  These factors raise substantial doubt about its
ability to continue as a going concern.  Management's plans in regard to these matters are also described in the Note
5.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ Bierwolf, Nilson & Associates
Salt Lake City, UT
January 14, 2002

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**NTC Holdings, Inc.**

Balance Sheet

September 30,
                                                                                                   
2001

CURRENT ASSETS

TOTAL ASSETS                                                                     
$		450

**LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**

CURRENT LIABILITIES

Total Current Liabilities                                                     
24,613

STOCKHOLDERS' EQUITY (DEFICIT)
	Preferred Stock Series A Cumulative
1 share authorized at $.001 par value;
none issued or outstanding                                                       
-
Preferred Stock Series B Redeemable
1,000,000 shares authorized at $.001
par value; none issued or outstanding                                       
-
Common Stock 25,000,000 shares
authorized at $.001 par value;
25,000,000 shares issued and outstanding                        
25,000
Capital in Excess of Par Value                                        
269,142

Retained Deficit                                                           
(318,305)

Total Stockholders' Equity (Deficit)                               
(24,163)

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)                    
$		450

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**NTC Holdings, Inc.**

REVENUE                                                                  
$	-$	-

EXPENSES

General & Administrative                                                             
18,295                      
-

Interest                                                                                             
412                  
412

Total Expenses                                                                            
18,707                 
412

Taxes (Note 1)                                                                               
800800

INCOME (LOSS)                                                                 
$		(19,507)           
$		(1,212)

Loss Per Common Share (Note 1)                                                  
-                          
-

Weighted Average Outstanding Shares                                 
23,208,335          22,590,800

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**NTC Holdings, Inc.**Statements of Stockholders' Equity
From September 30, 1998 through September 30, 2001

Balance, September 30, 1998                                         
22,590,800 	$		22,591 	$		263,551 	$		(296,555)

Loss for the Year Ended
September 30,
1999                                                                                                                  
(1,031)

Balance, September 30, 1999                                         
22,590,800   22,591 			263,551 			(297,586)

Loss for the Year Ended  September 30, 2000                                                                         
(1,212)

Balance, September 30, 2000                                           
22,590,800 			22,591 			263,551 			(298,798)

Shares Issued for Cash at
$.0011 Per Share                                                             
1,809,200 			1,809 			191 		-

Shares Issued for Cash at
$.01 Per Share                                                                  
600,000 			600 			5,400 		-

Loss for the Year Ended
September 30, 2001                                                                                                              
(19,507)

Balance, September 30, 2001                                       
25,000,000 	$		25,000 	$		269,142 	$		(318,305)

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**NTC Holdings, Inc.**Statements of Cash Flows

For the Year Ended 
                                                                                                     
September 30,		September 30,	                                                                                                           
2001               
2000

CASH FLOWS FROM OPERATING ACTIVITIES

Net Income (Loss)                                                                        
$		(19,507)           
$		(1,212)

Increase (Decrease) in Accounts Payable/Interest Payable                     
(883)                
1,212

Increase (Decrease) in Taxes Payable                                                  
(800)                       
-

Net Cash Provided by Operating Activities                                       
(21,190)                       
-

CASH FLOWS FROM INVESTING ACTIVITIES                               
-                         
-

CASH FLOWS FROM FINANCING ACTIVITIES

Issuance of Note Payable for Services                                              
13,640                     
-

Issuance of Common Stock for Cash                                                 
8,000-

INCREASE IN CASH AND CASH EQUIVALENTS                        
450                    
-

CASH AND CASH EQUIVALENTS AT 
 THE BEGINNING OF PERIOD                                                           
--

CASH AND CASH EQUIVALENTS 
AT END OF PERIOD                                                                      
$		450                  
$	-

CASH PAID DURING THE PERIOD FOR:

Interest                                                                                              
$	-                     
$	-

Income Taxes (Including Interest & Penalties)                                    
800                       
-

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**NTC Holdings, Inc.**Notes to the Financial Statements
September 30, 2001

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 -INCOME TAXES

The Company adopted Statement of Financial Standards No. 109 "Accounting for Income taxes" in the fiscal
year ended September 30, 1999 and was applied retroactively.

Deferred income taxes result from temporary differences in the recognition of accounting transactions for
tax and financial reporting purposes.   There were no temporary differences at September 30, 2000 and earlier
years; accordingly, no deferred tax liabilities have been recognized for all years.

The Company has cumulative net operating loss carryforwards of approximately $318,000 at September 30,
2001.  No effect has been shown in the financial statements for the net operating loss carryforwards as the
likelihood of future tax benefit from such net operating loss carryforwards is highly improbable.  Accordingly,
the potential tax benefits of the net operating loss carryforwards, estimated based upon current tax rates at
September 30, 2001 have been offset by valuation reserves of the same amount.

The Company has available approximately $318,000 in net operating loss carryforwards that will begin to
expire in the year 2003.  The Company has accrued $800 per year minimum state income taxes.

NOTE 3 -  NOTES PAYABLE

The Company issued a convertible note payable in place of an outstanding accounts payable in the amount
of $13,640.  The note is convertible to the Company's common shares at par value per share, provided,
however, such conversion may be made in amounts that do not result in the creation of new affiliate status
or in the issuance of control to one person, or a group of persons who are affiliates or each other. The note
carries an interest rate of 10% per annum and is due on demand.  Since the note was issued on September
30, 2001 there was no interest accrued.

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**NTC Holdings, Inc.**Notes to the Financial Statements
September 30, 2001

the preparation of financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses
during the reporting period.  In these financial statements, assets, liabilities and earnings involve extensive
reliance on management's estimates.  Actual results could differ from those estimates.



NOTE 5 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles applicable
to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal
course of business.  Currently, the Company has no cash or other material assets, nor does it have an
established source of revenues sufficient to cover any anticipated operating costs to allow it to continue as
a going concern.  It is the intent of the Company to find additional capital funding and/or a profitable business
venture to acquire or merge.

NOTE 6 - COMMON SHARES

During the third and fourth quarters in the 2001 year, the Company issued shares for cash to provide
operating capital.  The Company issued 1,809,200 shares of common stock at approximately $.0011 per
share for $2,000 and an additional 600,000 shares of common stock at $.01 per share for $6,000 in cash.

**ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING**
**AND FINANCIAL DISCLOSURE**

On April 23, 2001, the client-auditor relationship between NTC Holdings, Inc. ("the Company") and Crouch,
Bierwolf & Associates  ("Crouch") ceased as Crouch was dismissed as the Company's auditor.

To the knowledge of the Company's current board of directors, Crouch's reports of the financial statements
of the Company were not subject to an adverse or qualified opinion, or a disclaimer of opinion and were not modified
as to uncertainty, audit scope or accounting principles during the past 3 years.

On April 23, 2001, the Company's board of directors approved the engagement of Bierwolf, Nilson &
Associates as its independent accountants for the fiscal year ended September 30, 2001.



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**Directors and Executive Officers**

Age               
DirectorName                     
(2001)              
Since                     
Position with the CompanyDean Becker             
47                  
1997                     
President, CEO and Director
4766 South Holladay
Boulevard
Holladay, Utah 84117

Dean H. Becker, age 47 Practiced law in Sale Lake City, Utah since 1979.  He graduated from Brigham
Young University in 1976 with a Bachelors of Arts in English with University Scholar designation.  He then attended
law school at the J. Reuben Clark School of Law at Brigham Young University where he served as associate editor
on the law review staff.

He has a general law practice with emphasis on corporate and business law, and is involved in a number of
community activities.

**ITEM 10.  EXECUTIVE COMPENSATION**

**Compensation of Executive Officers and Directors**

During the current fiscal year, no one in the Company's management received more than $60,000 in
compensation.

**Employment Agreements and Other Compensation Arrangements**
	There are currently no agreements with members of management as to employment or compensation.

**Compensation of Non-Employee Directors**

There is currently no compensation paid to non-employment directors.

**ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**

Name of
                                      
Name and Address
Beneficial               
Percent ofOf Beneficial Owner                
Ownership                                    
Class

Dean Becker                           
500,000                                       
2.0%
4766 South Holladay Boulevard
Holladay, Utah 84117

Officers and Directors
As a Group (one)                    
500,000                                       
2.0%

CLTC, LLC                        
9,750,000                                        
38.7%
4766 South Holladay Boulevard
Holladay, Utah 84117

Exchange Place Partners, LLC    3,000,000                                 
11.91%
4766 South Holladay Boulevard
Holladay, Utah 84117

Andrew Chessman                     
1,664,000(1)                             
6.61%
4766 South Holladay Boulevard
Holladay, Utah 84117

A-Business Funding Corp.            
1,809,200                                
7.24%
4766 South Holladay Boulevard
Holladay, Utah 84117

(1) Ownership of 824,000 through Fountain Head Partners, Inc.****

**Item 12.  Certain Relationships and Related Transactions**

Other than executive compensation, during the reported year the Registrant did not enter into any transactions
with management which are to be reported under this Item.

**Item 13.  Exhibits, and Reports on Form 8-K**

(a)	Exhibits

None

(b)	The Registrant filed no current reports on Form 8-K during the last quarter of the fiscal year ended September
30, 2001.



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NTC Holdings, Inc.

By:	Dean Becker

/s/	Dean Becker

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons of behalf of the Registrant and in the capacities and on the dates indicated.



SIGNATURE		TITLE	DATE

/s/ Dean Becker	President and Director
(Principal Executive and
Financial Officer)	March 1, 2002

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