---

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





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



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



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**

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.





---





---

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



---



---

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.

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.

Notes to Financial Statements.

/Letterhead/

---



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.

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.



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



---



**NTC Holdings, Inc.**Balance Sheet



CURRENT ASSETS

Cash                                                                                                                    
$		450

TOTAL ASSETS                                                                                               
$		450

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

Accounts Payable                                                                                              
3,813

Taxes Payable (Note 2)                                                                                      
300

Interest Payable (Note 3)                                                                                 
1,733

Notes Payable (Note 3)                                                                                  
18,767

Total Current Liabilities                                                                                   
24,613

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

---



**NTC Holdings, Inc.**

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

REVENUE                                                                         
$	-                        
$	-

EXPENSES

General & Administrative                                                
18,295                      
-

Interest                                                                               
412                     
412

Total Expenses                                                                 
18,707                  
412

NET INCOME (LOSS) - Before Taxes                         
(18,707)               
(412)

Taxes (Note 1)                                                                      
800                 
800

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

Loss Per Common Share (Note 1)                                         
-                       
-

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

---

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

Capital In 
                                                                                   
Common			Common			Excess of			Retained                                                                                        
Shares			Stock			Par Value			Deficit

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

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

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)

---



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

For the Year Ended
                                                                                              
September 30,		September 30,	                                                                                                          
20012000

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                                         
-	-

Issuance of Note Payable for Services                                                          
13,640 		-

Issuance of Common Stock for Cash                                                             
8,000	-

Net Cash Used by Financial Activities                                                            
21,640 		-

INCREASE IN CASH AND CASH
EQUIVALENTS                                                                                              
450 		-

CASH AND CASH EQUIVALENTS
AT THE BEGINNING OF PERIOD                                                                 
-	-



CASH PAID DURING THE PERIOD FOR:

Interest                                                                                                        
$	-		$	-

Income Taxes (Including Interest & Penalties)                                                
800 		-

---



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

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

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.

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.

Statement of Financial Accounting Standards No. 109 " Accounting for Income Taxes" requires an asset and
liability approach for financial accounting and reporting for income tax purposes.  This statement recognizes
(a) the amount of taxes payable or refundable for the current year and (b) deferred tax liabilities and assets
for future tax consequences of events that have been recognized in the financial statements or tax returns.

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

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 March 31, 2002 and has an interest rate of 8%.  The conversion feature is at the
option of the bond holder.  At September 30, 2001, accrued interest totals $1,733.

---



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

NOTE 4 - USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

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.



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.



---



---

**Directors and Executive Officers**

Age                    
Director Name              
(2001)	Since	Position with the Company

Dean 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**

**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

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

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.

---





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.

/s/:	Dean Becker

/s/	Dean Becker

Dated:March 1, 2002

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

---