UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.
                                     
                               FORM 10-KSB 

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

     For the fiscal year ended SEPTEMBER 30, 1997 
                                             
[    ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT
          OF 1934

     For the transition period from                     to            .

                      Commission File No.  2-94704-NY

                            NTC HOLDINGS, INC.
               (Formerly National Thoroughbred Corporation)
          (Exact name of Registrant as specified in its charter)

                      NEW YORK                         11-2647209 
          (State or other jurisdiction of             (IRS Employer
          incorporation or organization)           Identification No.)

       4505 SOUTH WASATCH BOULEVARD #330, SALT LAKE CITY, UTAH 84124 
           (Address and zip code of principal executive offices)

Registrant's telephone number, including area code: (801) 274-8600

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 whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the Registrant was required to file such reports, and (2) has been
subject to such filing requirements for the past 90 days.   [ X ] YES     [  
] NO

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 1997:   $ 0.

As of April 1, 1998 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 April 1, 1998 the number of shares outstanding of the Registrant's
Common Stock was 22,590,800.

Documents incorporated by reference: Not applicable.





                                  PART I



ITEM 1.  DESCRIPTION OF BUSINESS

          NTC Holdings Inc.,  ("the Company")was organized in May 1983 in the
State of New York under the
name "National Thoroughbred Corporation."  Subsequently, the name was changed
to "NTC Holdings, Inc." 
Although originally formed to engage in purchasing, breeding and selling
Thoroughbred horses, the company's
management anticipates merging with an as yet unidentified on-going business
in the future.

          The Company is currently seeking a business opportunity merge with
or acquire, but to date has not
located in any such business opportunities.  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.

ITEM 3.  LEGAL PROCEEDINGS

          None

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

          None - not applicable





                                  PART II



ITEM 5.  MARKET PRICE FOR REGISTRANT'S COMMON EQUITY AND
               RELATED STOCKHOLDER MATTERS

          Because this report is being prepared in 1998, the Company has not
been able to obtain any reliable
trading history for the period reported.  During the year ended September 30,
1997 there appeared to be little or no
trading in the stock of the Company.  As of April 1, 1998, the Company had
approximately 250 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 material revenue during the year ended September
30, 1997.  Total stockholders'
equity was  $(9,036), as compared to $(10,409) at September 30, 1996. The
Company has no operating capital for
future operations.

LIQUIDITY AND CAPITAL RESOURCES

          The Company has no liquid assets and is currently in the process of
looking for business opportunities
to merge with or acquire.  At minimum, the Company will need to raise
additional capital through private funding
to meet the financial needs of being a reporting company.  There is no
guarantee that the Company will be successful
in obtaining necessary funding to develop any business opportunities.

RESULTS OF OPERATIONS

          The Company reported a net loss of $(4,577) for the year ended
September 30, 1997, compared to a 
loss of $(4,965) for the previous year.  The Company anticipates very little
or no overhead from future operations until
a successor business can be acquired or merged. The only expenses anticipated
in the future is depreciation, minimum
state income taxes, professional fees, and directors fees.

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, 1997.

          Statements of Operations for the years ended September 30, 1997 and
September 30, 1996 and from 
                 September 30, 1988 to September 30, 1997.

          Statement of Stockholders' Equity for the period from September 30,
1988 to September 30, 1997.

          Statement of Cash Flows for the years ended September 30, 1997 and
September 30, 1996 and from 
                 September 30, 1988 to September 30, 1997.

          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.


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

          None.




                                 PART III



ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The following information is furnished with respect to the Company's
Board of Directors and executive
officers.  There are no family relationship between or among any of the
Company's directors or executive officers.

DIRECTORS AND EXECUTIVE OFFICERS

                           Age          Director
     Name                (1998)          Since         Position with the
Company    

Dean Becker                      44           1997           President, CEO
and Director
50 West Broadway
Suite 1130
Salt Lake City UT 84101

Paul Adams                       36          1997      Vice President
1340 East Harrison Ave.
Salt Lake City UT 84105

Chris Turner                     39          1997      Secretary
11712 South 2260 West
South Jordan UT 84095

Dean H. Becker, age 44 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.

Paul Adams, age 36 President of Big Water Tackle for four years.  Currently is
President of Tubes and Tails and has
been since last fall.

Chris Turner, age 39 Customer Service Representative for United Health Care
from 1997-1998.  Management for
Master Tech from 1995-1996.  Management for Summer Breeze from 1994-1995. 
Customer Representative for San
Segal from 1993-1994.

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

       Amount and Nature
      Name and Address          Of Beneficial   Percent of
      of Beneficial Owner          Ownership                 Class       

Dean Becker                    500,000           1.95%
50 West Broadway, Suite 1130
Salt Lake City UT 84101

Officers and Directors 
    As a Group (one)           500,000           1.95%

Robert Kroft                 2,700,000          10.55%
1392 West Shelbrooke
South Jordan UT 84095

CLTC, LLC                   12,750,000          49.82%
4505 South Wasatch Blvd Suite 330
Salt Lake City UT 84124

Exchange Place Partners, LLC          3,000,000           11.72%
4505 South Wasatch Blvd Suite 330
Salt Lake City UT 84124

Andrew Chessman              1,664,000            6.5%
4505 South Wasatch Blvd Suite 300
Salt Lake City UT 84124

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

ITEM 13.  EXHIBITS, AND REPORTS ON FORM 8-K

(A)   Exhibits

     EXHIBIT
     NO.                    DESCRIPTION                            
    
     23.01           Consent of Robert Lipkint

     27.01           Financial Data Schedule

(b) The Registrant filed no current reports on Form 8-K during the last
quarter of the fiscal year ended September
    30, 1997.

                                SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly
caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                   NTC Holdings, Inc. 

                   By: Dean Becker

                   /s/ Dean Becker

Dated: April 1, 1998   

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)             April 1, 1998

                            




                       INDEX TO FINANCIAL STATEMENTS




Report of Independent Certified Public Accountant

Financial Statements:

       Balance Sheets - September 30, 1997.

       Statements of Operations - For the years ended September 30, 1997 and
September 30, 1996 and from September 
              30, 1988 to September 30, 1997.

       Statement of Stockholders' Equity - For the period from September 30,
1988 to September 30, 1997.

       Statement of Cash Flows - For the years ended September 30, 1997 and
September 30, 1996 and from September 
              30, 1988 to September 30, 1997.

       Notes to Financial Statements











                     INDEPENDENT AUDITOR'S REPORT


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


     I have audited the accompanying Balance Sheet of NTC Holdings, Inc.
(formerly National
Thoroughbred Corporation) as of September 30, 1997 and the related Statements
of Operations and
Retained Earnings (Deficit) and Cash Flows for the year then ended.  My audit
was performed in
accordance with generally accepted auditing standards and, accordingly,
included such tests of the
accounting records and such auditing procedures, as I considered necessary in
the circumstances.

     In my opinion, the financial statements referred to above present fairly
the financial position
of NTC Holdings, Inc. as of September 30, 1997, and the result of its
operations and cash flows for
the period then ended in conformity with generally accepted accounting
principles applied on a
consistent basis.





Henderson, NV
December 1, 1997

                          NTC HOLDINGS, INC.
             (formerly National Thoroughbred Corporation)
                    ( A Development Stage Company)
                            Balance Sheet

                              
                                ASSETS

                                                September 30,
                                                      1997       


     Computer Equipment (Note 3) 
         (Net depreciation of $5,457)                                        
961           

     TOTAL ASSETS                                 $              961   


                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

     Accounts Payable                                $     4,435
     Taxes Payable (Note 2)                                                 
348 
     Interest Payable (Note 5)                                     87 
     Notes Payable (Note 5)                                              
5,127 

     Total Current Liabilities                                           
9,997 


STOCKHOLDERS' EQUITY

     Common Stock 26,000,001 shares 
        authorized at $.001 par value;
        22,590,800 shares issued and outstanding                 412,711
     Capital in Excess of Par Value                      (126,569  )  
     Deficit Accumulated During Development Stage                        
(295,178    )       

     Total Stockholders' Equity                                     (9,036)

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $               961 


                          NTC HOLDINGS, INC.
             (formerly National Thoroughbred Corporation)
                    (A Development Stage Company)
                       Statements of Operations
                                   
                                                    From Beginning of
                                                     Development Stage 
                              For the Year        For the Year        on
September 30,
                              Ended               Ended                1988
through 
                               September 30,      September 30,       
September 30,
                                     1997                  1996               
    1997      
REVENUE 

     Gain on Extinguishment of Debt   $-          $    -      $224,283 
EXPENSES

     Depreciation                 642  642        5,457 
     Dues and Fees              3,500  3,990      12,767 
     Interest                                  87                   -          
          87 

            Total Expenses      4,229  4,632      18,311 

NET INCOME (LOSS) - Before Taxes      $(4,229)    $(4,632)    $ 205,972      

     Taxes (Note 1)                           348                      333    
          3,093

INCOME (LOSS)                $         (4,577)    $             (4,965)      $
     202,879                  

Loss Per Common Share (Note 1)        $                -      $                 
   -                                   $                   .02 

Average Outstanding Shares       18,128,300            16,640,800               
 11,326,575


                          NTC HOLDINGS, INC.
             (formerly National Thoroughbred Corporation)
                    (A Development Stage Company)
                  Statements of Stockholders' Equity
                From Beginning of Development Stage on
             September 30, 1988 through September 30, 1997
                                                      Deficit    
                                                       Accumulated
                                            Capital in          During   
                        Common     Common    Excess of          Development
                   Shares              Stock              Par Value       
     Stage    

Balance at Beginning of Development
   Stage on September 30, 1988       4,069,000       $   406,761 $   (126,569)
  $  (498,057)

Income for the year                  -                 -                  -   
                 222,342

Balance, September 30, 1989          4,069,000       $    406,761            
   $    (126,569)            $  (275,715)

Loss for the Year                       -              -               
            -                    (1,426)

Balance, September 30, 1990             4,069,000    $   406,761             
   $  (126,569)              $  (277,141)

Loss for the Year          -                         -              
             -                   (1,386)

Balance, September 30, 1991      4,069,000 $406,761  $(126,569)            
   $(278,527)

Loss for the Year                       -                        -             
  
              -                  (1,341)

Balance, September 30, 1992      4,069,000 406,761   (126,569)       (279,868)

Shares issued for services rendered
     At $.00 per share  12,571,800    -          -        -    

Loss for the Year             -                        -               
           -                  (1,305)

Balance, September 30, 1993      16,640,800   406,761  (126,569)   
           (281,173)

Loss for the Year             -                        -               
              -                  (1,255)

Balance, September 30, 1994      16,640,800   406,761  (126,569)          
    (282,428)

Loss for the Year                       -                        -            
   
              -                  (3,208)

Balance, September 30, 1995           16,640,800     $   406,761             
   $  (126,569)              $  (285,636)

oss for the Year                       -                        -      
                -                  (4,965)

Balance, September 30, 1996           16,640,800     $   406,761             
   $  (126,569)              $  (290,601)

Shares issued for conversion of
   Accounts Payable (Note 5)     5,450,000 5,450     -                    -   

Shares issued for services at
   $.001 per share (Note 4)      500,000   500       -                    -   

Loss for the Year                       -                   -               
              -                  (4,577)

Balance, September 30, 1997           22,590,800     $   412,711             
   $  (126,569)              $  (295,178)
                          NTC HOLDINGS, INC.
             (formerly National Thoroughbred Corporation)
                    (A Development Stage Company)
                       Statements of Cash Flows
                                   
                                                    For the Period 
                                                    From Beginning of
                              For the Year         For the Year       
Development Stage
                               Ended                Ended                     
    September 30,1988
                              September 30,        September 30,              
     to September 30, 
                                      1997                  1996              
             1997       
CASH FLOWS FROM
     OPERATING ACTIVITIES
   Net Income (Loss)          $ (4,577)  $  (4,965)  $202,879 
   Depreciation                    642         642      5,457 
   Extinguishment of Debt         -           -      (224,283)
   Increase (Decrease)
     in Accounts Payable/Interest Payable     (428)     3,950     2,472 
   Increase in Taxes Payable    (6,714)        373        348 
   Expenses paid by Stock Issuance                     500                    
 373                       500 
                      (10,577)         -           (12,627)

CASH FLOWS FROM
  INVESTING ACTIVITIES
   Fixed Assets                                  -                              
    -                                        (6,418)
                         -             -           (6,418)
CASH FLOWS FROM
  FINANCING ACTIVITIES
   Issuance of Common Stock for
      Debt (Note 4)              5,450        -         5,450 
   Issuance of Note Payable for
      Debt (Note 5)                       5,127                     -         
             5,127 
                       10,577          -           10,577 

INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS            -           -        (8,468)

CASH AND CASH EQUIVALENTS     
   AT THE BEGINNING OF PERIOD                  -                             -
               8,468

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

CASH PAID DURING THE PERIOD FOR:
   Interest                   $    -     $     -     $    -   
   Income Taxes (Including
      Interest & Penalties    $   6,801  $     -     $   6,801
                          NTC HOLDINGS, INC.
             (formerly National Thoroughbred Corporation)
                    (A Development Stage Company)
                  Notes to the Financial Statements
                          September 30, 1997
                                   
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

     A.   Organization and Business - The Company was organized in May 1983 in
the State
          of New York under the name of "National Thoroughbred Corporation." 
          Subsequently, the name was changed to "NTC Holdings, Inc."  
Although originally
          formed to engage in purchasing, breeding and selling Thoroughbred
horses, the
          company's management anticipates merging with an as yet
 unidentified on-going
          business in the future.
     B.   Basis of Presentation - The accompanying financial statements
reflect all adjustments,
          which, in the opinion of management, are necessary for a fair
presentation of the
          financial position, results of operations, and cash flows for the
period presented.

NOTE 2 - CORPORATION REINSTATEMENT - TAX OBLIGATIONS

          In June 1993, the Company was dissolved by order of the Secretary of
the State of
          New York for non-filing/non-payment of Corporation Franchise Taxes. 
On July 31,
          1997, after the filing of all required tax reports and payment of
obligations arising
          therefrom, the Company was reinstated.  The liability for taxes
payable reflected on
the accompanying Balance Sheet include all applicable interest and penalties.

NOTE 3 - COMPUTER EQUIPMENT

          Capital assets are recorded at cost and are depreciated over the
estimated useful lives
          of the assets.  The Company's computer equipment is being
depreciated over a ten
          (10) year life using the straight line method.

NOTE 4 - ISSUANCE OF COMMON STOCK

          Two affiliates, Exchange Capital Partners, LLC, CLTC, LLC and Robert
Kroft have
          advanced funds on behalf of the Company to satisfy its tax
obligations and meet
          financial needs.  The obligation to CLTC, LLC was satisfied in July
1997 by the
          issuance of 450,000 shares for debt relief of $5,450.  

          In July 1997, the Company also issued 500,000 shares of stock for
services rendered
          by one of the directors of the Company.

NOTE 5 - NOTES PAYABLE

          In 1997, DHM Enterprises advanced $5,127 in funds for company
operations.  The 
          board of directors approved a convertible debenture instrument for
the accounts
          payable to 5,000,000 shares of common stock.  The debenture is due
on July 14, 1998
          and has an interest rate of 8%.  The conversion feature is at the
option of the bond
          holder. 







We hereby consent to the use of our audit report of NTC Holdings, Inc. dated
December 1, 1997 for
the year ended September 30, 1997 in the Form 10KSB Annual 
Report for the year 1997.


s/s Robert Lipkint

Hendersen, NV
April 1, 1998