8-K/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

_________________

Date of Report (Date of earliest event reported): June 30, 2006

_________________

NT HOLDING CORP.

(Exact name of registrant as specified in Charter)

NEVADA	000-15303	73-1215433
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)

8^th Floor, No. 211 Johnston Road

Wanchai, Hong Kong

(Address of Principal Executive Offices)

852-2836-6202

(Issuer Telephone Number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On June 30, 2006 (the “Closing Date”), NT Holding Corp (the “Company”) and Shanxi Jinhai Metal Group (“Jinhai”) closed on a materially definitive agreement (the “Acquisition”). The terms of the Acquisition were set forth in the agreement between Jinhai and the Company entered into on March 12, 2006 (the “Agreement”), and amended on June 27, 2006 (the “Amendment”). Pursuant to the terms of the Agreement as amended by the Amendment, the Company’s 100% owned subsidiary, American-Asia Metallurgical Industry Limited (“AAMI”), acquired 58% of the equity of Jinhai in exchange for $2,000,000, payable on or before March 15, 2007. Pursuant to the terms of the Amendment, the Acquisition will take the form of an acquisition by the Company through AAMI, not a joint venture as was originally contemplated in the Agreement.

Jinhai is a Chinese corporation that engages in coking coal and steel production and is located in Shanxi Province in China. Jinhai currently employs approximately 500 employees and its production facilities occupy a landmass of approximately 2 million square feet. The current production capability of Jinhai reaches an annual output of approximately 180,000 tons of coking coal and 200,000 tons of steel.

The financial statements relating to this transaction are listed below and incorporated herewith.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Audited Financial Statements for Shanxi Jinhai Metal Group for 2004 and 2005 are attached hereto and incorporated herein by reference.

Pro Forma Financial Statements for Shanxi Jinhai Metal Group and the Company are attached hereto and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements 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.

Dated: September 26, 2006	NT HOLDING CORP.
	/s/ Chun Ka Tsun ---------------------------------------- By: Chun Ka Tsun Its: Chief Executive Officer and Director

EX-99.1

SHANXI JINHAI METAL GROUP LIMITED
(AUDITED FINANCIAL STATEMENTS)
REPORT OF INDEPENDENT REGISTERED PUBLIC	F-1
MADSEN & ASSOCIATES CPA’s, INC., DATED SEPTEMBER 15 , 2006
BALANCE SHEETS (AUDITED),	F-2
DECEMBER 31, 2005 AND 2004.
STATEMENTS OF OPERATIONS (AUDITED) FOR	F-3
YEARS ENDED DECEMBER 31, 2005 AND 2004.
STATEMENTS OF CHANGES IN EQUITY (AUDITED)	F-4
FOR YEARS ENDED DECEMBER 31, 2005 AND 2004.
STATEMENTS OF CASH FLOWS (AUDITED)	F-5
FOR YEARS ENDED DECEMBER 31, 2005 AND 2004.
NOTES TO AUDITED FINANCIAL STATEMENTS	F-6
DECEMBER 31, 2005 AND 2004.

Madsen & Associates CPA’s, Inc.

684 E. Vine St. #3

Murray, Utah 84107

801-268-2632 fax 801-262-3978

Board of Directors

Shanxi Jinhai Metal Group Limited

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

We have audited the accompanying balance sheets of Shanxi Jinhai Metal Group Limited (incorporated in the People’s Republic of China) as of December 31, 2005 and 2004 and the related statements of operations, owners’ equity and cash flows for the years 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.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 Shanxi Jinhai Metal Group Limited. as of December 31, 2005 and 2004 and the results of its operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

Madsen & Associates CPA’s, Inc.

Salt Lake City, Utah

September 15, 2006

F-1

SHANXI JINHAI METAL GROUP LIMITED

(Incorporated in the People's Republic of China)

In Renminbi (RMB) Currency

BALANCE SHEETS

As OF THE PERIOD ENDED

	June 30,			December 31,			December 31,
	2006			2005			2004
	(Unaudited)			(Audited)			(Audited)
ASSETS
Current assets
Cash and cash equivalents		4,888,316			2,656,152			1,070,632
Inventories		29,488,812			14,445,673			3,231,611
Prepaid inventory		1,661,579			1,246,891			767,040
Other receivables		5,724,371			2,213,057			977,719
Total current assets		41,763,078			20,561,773			6,047,002
Plant and equipment
Plant and Equipment		64,878,870			63,355,417			62,759,478
(Less) Accumulated depreciation		(14,560,991	)		(10,309,088	)		(5,965,913	)
Add Construction in progress		64,145,028			61,438,793			4,889,047
Total plant and equipment		114,462,907			114,485,122			61,682,612
Total assets		156,225,985			135,046,895			67,729,614
LIABILITIES AND OWNERS' EQUITY
Current liabilities
Accounts payable		16,568,626			10,311,624			2,580,981
Accrued liabilities		9,633,956			4,905,251			3,683,948
Taxes payable		2,912,582			2,218,625			785,257
Due to officers and owners		16,944,748			14,856,773			21,452,028
Short-term debts		20,375,000			21,675,000			16,745,461
Customer deposits (deferred revenue)		31,262,404			24,587,471			18,529,115
Current maturities of long term debt		-			-			-
Total current liabilities		97,697,316			78,554,744			63,776,790
Long Term Debt
Notes payable		2,400,005			2,400,005			2,410,005
Total long term debt		2,400,005			2,400,005			2,410,005
Total liabilities		100,097,321			80,954,749			66,186,795
Owners' Equity
Ownership Investment (Refer to Statement of Owners' Equity)		63,000,000			63,000,000			15,000,000
Accumulated (deficit)		(6,871,336	)		(8,907,854	)		(13,457,181	)
Net owners' equity		56,128,664			54,092,146			1,542,819
TOTAL LIABILITIES AND OWNERS' EQUITY		156,225,985			135,046,895			67,729,614

See Notes to Financial Statements

F-2

SHANXI JINHAI METAL GROUP LIMITED

(Incorporated in the People's Republic of China)

In Renminbi (RMB) Currency

STATEMENTS OF OPERATIONS

FOR THE PERIODS ENDING

	June 30, 2006			December 31,			December 31,
	(6 Months)			2005			2004
	(Unaudited)			(Audited)			(Audited)
REVENUES		87,068,707			101,403,878			26,868,257
COSTS OF GOODS SOLD		80,706,179			91,063,042			18,095,387
GROSS PROFIT		6,362,528			10,340,836			8,772,870
OPERATING EXPENSES
General and administrative expenses		1,148,096			1,087,968			7,915,093
Selling and distribution costs		123,810			147,772			353,627
Total operating expenses		1,271,906			1,235,740			8,268,720
INCOME (LOSS) FROM OPERATIONS		5,090,622			9,105,096			504,150
OTHER INCOME (EXPENSE)
Finance costs		(2,134,954	)		(2,503,255	)		(1,247,927	)
Other income		98,837			188,202			190,038
Net other income (expense)		(2,036,117	)		(2,315,053	)		(1,057,889	)
INCOME (LOSS) BEFORE INCOME TAXES		3,054,505			6,790,043			(553,739	)
INCOME TAXES		1,017,987			2,240,716			-
NET INCOME / (LOSS)		2,036,518			4,549,327			(553,739	)

See Notes to Financial Statements

F-3

SHANXI JINHAI METAL GROUP LIMITED

(Incorporated in the People's Republic of China)

In Renminbi (RMB) Currency

STATEMENTS OF OWNERS' EQUITY

FROM DECEMBER 31, 2003 TO THE SIX MONTHS ENDING JUNE 30, 2006

	Ownership		Retained Earnings			Net Owners'
	Investment		(Accumulated Deficit)			Equity
Balance at December 31, 2003 (January 1, 2004)		15,000,000		(12,903,442	)		2,096,558
Net (loss) for the year		-		(553,739	)		(553,739	)
Balance at December 31, 2004 (audited)		15,000,000		(13,457,181	)		1,542,819
Ownership investment with cash		48,000,000		-			48,000,000
Net income for the year		-		4,549,327			4,549,327
Balance at December 31, 2005 (audited)		63,000,000		(8,907,854	)		54,092,146
Net income for the six months ended June 30, 2006 (unaudited)				2,036,518			2,036,518
Balance at June 30, 2006 (unaudited)		63,000,000		(6,871,336	)		56,128,664

See Notes to Financial Statements

F-4

SHANXI JINHAI METAL GROUP LIMITED

(Incorporated in the People's Republic of China)

In Renminbi (RMB) Currency

STATEMENTS OF CASH FLOWS

FOR THE PERIODS ENDING

	June 30, 2006			December 31,			December 31,
	(6 Months)			2005			2004
	(Unaudited)			(Audited)			(Audited)
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME (LOSS)		2,036,518			4,549,327			(553,739	)
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation		4,251,904			4,358,580			3,488,432
Changes in operating assets and liabilities:
Inventories		(15,043,139	)		(11,214,063	)		(3,231,611	)
Prepaid inventory		741,959			(1,636,498	)		(196,039	)
Accounts payable		6,257,002			7,730,643			2,580,981
Accrued liabilities		4,728,707			205,842			(24,265,278	)
Tax payable		693,956			1,433,369			696,771
Customer deposits (deferred revenue)		6,674,933			6,058,356			18,529,115
Net cash provided by operating activities		10,341,840			11,485,556			(2,951,368	)
CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) decrease in construction in progress		(2,706,235	)		(56,549,746	)		18,183,564
Net (increase) decrease in plant and equipment		(1,523,454	)		(611,344	)		(51,723,209	)
Net (increase) decrease in other receivables		(3,511,315	)		(1,235,338	)		1,704,617
Net cash used in investing activities		(7,741,004	)		(58,396,428	)		(31,835,028	)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in ownership investment		-			48,000,000			-
(Decrease) in notes payable		-			(10,000	)		-
Net Increase (decrease) in short-term loans		(1,300,000	)		5,945,000			11,605,000
Due to (from) director		931,328			(5,438,608	)		24,252,028
Net cash provided by financing activities		(368,672	)		48,496,392			35,857,028
NET INCREASE IN CASH AND CASH EQUIVALENTS		2,232,164			1,585,520			1,070,632
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		2,656,152			1,070,632			-
CASH AND CASH EQUIVALENTS AT END OF YEAR		4,888,316			2,656,152			1,070,632
SUPPLEMENTARY CASH FLOWS INFORMATION
Interest (finance costs) paid		2,134,954			2,503,255			1,247,927
Income taxes (profit tax) paid		2,240,716			-			-

See Notes to Financial Statements

F-5

SHANXI JINHAI METAL GROUP LIMITED

(Incorporated in the People’s Republic of China)

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

Shanxi Jinhai Metal Group Limited (the Company) is a privately owned corporation registered with the Peoples Republic of China (“PRC”) that engages in the production of coking coal and of steel production using coal as the primary raw material to make the coke and the coke as the primary raw material to heat the product to make the steel. It is located in the Shanxi Province of the PRC. The Company buys the coal and related products from other non-related companies and does not do coal mining.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Economic and Political Risk

The Company’s operations are conducted in the PRC. Accordingly, the political, economic, and legal environments in the PRC, as well as the general state of the PRC’s economy may influence the Company’s business, financial condition, and results of operations.

The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic, and legal environment. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things.

(b) Plant and Equipment

Plant and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the straight-line method.

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income. The cost of maintenance and repairs is charged to expense as incurred, whereas significant renewals and improvements are capitalized.

(c) Accounting for the Impairment of Long-Lived Assets

The long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Determination of recoverability of assts to be held and used is done by comparing the carrying amount of an asset to future net undiscounted cash flows to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. There were no impairments of long-lived assets for the periods ending June 30, 2006, December 31, 2005 and 2004.

F-6

SHANXI JINHAI METAL GROUP LIMITED

(Incorporated in the People’s Republic of China)

NOTES TO FINANCIAL STATEMENTS

(d) Construction In Progress

Construction in progress represents direct costs of construction or acquisition and design fees incurred to construct plant locations for the Company. Capitalization of these costs ceases and the construction in progress is transferred to plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No deprecation is provided until construction is completed and the asset is ready for its intended use.

(e) Inventories

Inventories consisting of raw materials, work-in-progress, and finished goods are stated at the lower of cost or net realizable value. Work-in-progress has nothing assigned to it because of the rapid conversion time involved in processing raw materials into finished goods. Finished goods are comprised of direct materials, direct labor and a portion of overhead. Cost is calculated using a weighted average on a first-in, first-out method of accounting.

(f) Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company does not maintain any bank accounts outside the PRC.

(g) Fair Value of Financial Instruments

The Company’s financial instruments include cash and cash equivalents, prepaid inventory, other receivables, accounts payable, accrued liabilities, taxes payable, due to officers and owners, short-term loans, customer deposits (deferred revenue). Management has estimated that the carrying amounts approximate their fair values due to their intended short-term nature.

(h) Revenue Recognition

Revenues represent the invoiced value of goods sold, recognized upon the delivery of goods to customers, less any sales discounts and allowances. Service income is recognized when services are provided.

F-7

SHANXI JINHAI METAL GROUP LIMITED

(Incorporated in the People’s Republic of China)

NOTES TO FINANCIAL STATEMENTS

(i) Financial Statements Presented in its functional Currency

The accompanying financial statements are presented in the functional currency of the Company, which is the Renminbi (RMB), the currency used in the PRC.

(j) Retirement Benefits

The country of PRC mandates companies to contribute funds into the national retirement system, which benefits qualified employees based on where they were born within the country. The Company pays the required payment of qualified employees of the Company as a payroll tax expense. Very few employees in the Company fall under the mandatory conditions requiring the Company to pay as a payroll tax expense into the retirement system of the PRC. The Company provides no other retirement benefits to its employees.

(k) Use of Estimates

The presentation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements and reported amounts of revenues and expenses using the best information available at the time the estimates are made; however, actual results could differ materially from those estimates.

(l) Income Taxes

The Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.

In accordance with the relevant tax laws and regulations of the PRC, the corporation income tax rate is 33%. of net income (profits) before income taxes.

At times generally accepted accounting principles in the United States of America requires the Company to recognize certain incomes and expenses that do not conform to the timing and conditions allowed by the PRC. The Company had no timing differences that would benefit a future period; therefore, no income tax benefits are recognized in the financial statements.

F-8

SHANXI JINHAI METAL GROUP LIMITED

(Incorporated in the People’s Republic of China)

NOTES TO FINANCIAL STATEMENTS

(m) Related Parties

Parties are considered to be related to the company if the company has the ability, directly or indirectly, to control the party, or exercise significant influence over the party in making financial and operating decisions, or vice versa; or where the company and the party are subject to common control or common significance. Related parties may be individuals (being members of key management personnel, significant shareholders and/or their close family members) or other entities which are under the significant influence of related parties of the company where those parties are individuals, and post-employment benefit plans which are for the benefits of employees of the company or of any entity that is a related party of the company.

(n) Concentrations of Credit Risk

Cash and cash equivalents and accounts receivable are potentially subject to concentration of credit risk. Cash and cash equivalents are deposited with financial institutions that management believes are of high credit quality.

(o) New Accounting Pronouncements

The Company does not expect any recent accounting pronouncements to have a material effect on the Company’s financial position, results of operations, or cash flows.

(p) Earnings (loss) per share

As the Company is privately owned, it has chosen not to report earnings (loss) per share in these financial statements.

3. OTHER REVENUES

Other revenues consist of rental income from renting housing located at the plant site to employees. Other revenue also includes payments the Company received from third party construction contractors for construction materials and labor the Company provided towards the construction contract. In addition, there is miscellaneous income, including interest income and gains on the disposal of plant and equipment.

F-9

SHANXI JINHAI METAL GROUP LIMITED

(Incorporated in the People’s Republic of China)

NOTES TO FINANCIAL STATEMENTS

4. DUE TO OFFICER / SHAREHOLDER (RELATED PARTY)

Amounts due to officers (directors) and stockholders are unsecured, interest free, and have no fixed repayment terms. Accordingly, no imputed interest is computed and the corresponding debt is recognized as a current liability. The amounts due vary depending on the Company’s financial needs.

5. PLANT AND EQUIPMENT

Plant and equipment consists of two significant segments. One segment is the operating plant and equipment of the Company, which is summarized herein. The other segment is the ongoing construction in progress, which is discussed in a separate Note to the financial statements.

	Six Months			Years Ending						Estimated
	Ending			December 31,						Useful
	June 30, 2006			2005			2004			Lives
Plant and Equipment
Plant		31,333,752			31,150,572			31,087,606			25 Years
Machinery & Equipment		31,847,779			31,049,394			30,577,984			10 Years
Office Equipment		363,880			357,734			296,171			5 Years
Vehicles		1,333,459			797,717			797,717			10 Years
Total		64,878,870			63,355,417			62,759,478
(Less) Accumulated Depreciation		(14,560,991	)		(10,309,088	)		(5,965,913	)
Net Book Value of Plant & Equipment		50,317,879			53,046,329			56,793,565
Add Construction In Progress		64,145,028			61,438,793			4,889,047
Total Plant and Equipment		114,462,907			114,485,122			61,682,612

6. CONSTRUCTION IN PROGRESS

In early 2005 the Company completed the construction of the steel manufacturing plant presently in use. Accordingly, these accumulated costs were removed from construction in progress into depreciable plant and equipment. Later, in 2005 and through out 2006, the Company has been constructing a new coking plant, administration office building, and related buildings and equipment for the manufacturing site. Management plans to have the new coal coking plant completed and in use by January 2007. It will employ an additional 500 employees over the present 350 employees on hand. The costs of the construction contracts are charged to construction in progress at the time payments are made regardless of the status of completion of the project. Generally, the Company is required to pay in advance of the actual construction performed. Management is of the opinion that the prepaid construction cost will be completed.

F-10

SHANXI JINHAI METAL GROUP LIMITED

(Incorporated in the People’s Republic of China)

NOTES TO FINANCIAL STATEMENTS

7. OWNERS’ EQUITY

The Company is a corporation organized and registered in the People’s Republic of China (PRC”). Under the laws of PRC, equity ownership is based on percentage ownerships of the owners. Once equity ownership is placed into a PRC corporation, it is generally left in the corporation and cannot be withdrawn by the owners. The equity ownership structure of the Company consists of 63,000,000, 63,000,000, and 15,000,000 as of June 30, 2006, December 31, 2005 and 2004, respectively.

During 2005 the Company received an additional ownership investment of 48,000,000. This activity was registered with the PRC, including the new percentage ownerships of the Company.

Retained earnings (Accumulated deficit) are maintained and accumulated separately from equity ownership. This equity classification accumulates the net income and losses of the Company to the present.

8. PREPAID INVENTORY

Common for the industry in PRC, suppliers often do not sell products to others without receiving payment in advance. Consequently, the Company pays for much of its inventory in advance of receiving it.

9. CUSTOMER DEPOSITS (DEFERRED REVENUE)

Common for the industry in PRC, suppliers often do not sell products to others without receiving payment in advance. Consequently, the Company receives payment for much of its products it sells in advance of shipping it, and perhaps even before it is manufactured.

10. OTHER RECEIVABLES

Other receivables consist of amounts loaned to other companies and individuals, bearing no interest and due back at some indeterminable future date. Even though the Company will still seek to be paid back on all amounts due, management eliminated from the account any amounts that management estimated may not be paid back within one year.

F-11

SHANXI JINHAI METAL GROUP LIMITED

(Incorporated in the People’s Republic of China)

NOTES TO FINANCIAL STATEMENTS

11. SHORT TERM LOANS

Short term loans consist of amounts owed to third parties, bearing no interest and due at some indeterminable future date. The Company seeks to pay back any short terms loans within twelve months. No amounts are due over twelve months at the end of the reporting periods of these financial statements.

12. LONG TERM DEBT

Long-term debt consists of amounts the Company borrowed some time ago that have not been paid back and may not pay back. The entities are out of business. Management has determined to recognize these amounts as due and payable in the event a claim is made against the Company.

13. LEASES

The Company leases the land where the plant site is located in the Shanxi area. Future minimum lease payments for the land are related to operating leases having initial non-cancelable lease terms that extend from 10 to 42 years beginning in 1999 and ending in periods up to 2041. A recap of the lease commitments are as follows, all of which are for operating leases:

2006	277,500
2007	277,500
2008	277,500
2009	262,000
2010	252,600
All years after 2010	1,479,800
Total lease commitments	2,826,900

Operating land lease rental expenses for the period ending June 30, 2006, December 31, 2005 and 2004 were 138,750, 282,000, and 310,000 respectively.

F-12

SHANXI JINHAI METAL GROUP LIMITED

(Incorporated in the People’s Republic of China)

NOTES TO FINANCIAL STATEMENTS

14. COMMITMENTS AND CONTINGENCIES

(a) Government regulations on air quality control

The Company is located in the Shanxi Province of PRC, near the city of Shanxi. Some forty steel and coke manufacturing plants and at least one electric plant are located near the city of Shanxi, all of which use coal as their primary source of raw material. Coal is mined nearby in various areas. Air pollution is a serious concern for the area.

The PRC has established regulations to reduce the air pollution. Management has been assured by the governmental agency responsible for air quality control for the Shanxi area that the existing Company plant and facilities complies with the present governmental regulations in place. In addition, management indicates it has been assured that the new coke plant under construction will meet governmental requirements for air quality control.

The Company has no insurance to cover the potential costs that may occur in relation to air quality control or any social sicknesses, etc that has or that may arise that the government may mandate in the future. No provision for this contingent liability has been recognized in the financial statements, as management if of the opinion that the Company would not be significantly impacted financially.

(b) Workman’s compensation is Self-insured

In addition, the PRC has also established some basic worker safety regulations to increase worker safety. Basic worker safety measures and governmental regulations have been recognized and implemented by the Company with some success in employee compliance. The Company is self-insured for any accident, including casualty. Management indicates that the costs associated by this have not been significant and that no casualties have occurred. Management does not know what the potential cost of this could be. The Company has opted not to recognize any provision for this contingent liability.

F-13

SHANXI JINHAI METAL GROUP LIMITED

(Incorporated in the People’s Republic of China)

NOTES TO FINANCIAL STATEMENTS

(c) Other

Management is not aware of any other significant commitments, pending litigation, lawsuits, or contingencies of the Company.

15. SUBSEQUENT EVENTS

On June 30, 2006, subsequent to the last audited financial statement as of December 31, 2005, the Company was acquired by AAMI (a limited liability company incorporated in the PRC). AAMI is a majority held subsidiary of N T Holding Corp. (“NT”). The Acquisition was completed and closed on June 30, 2006. Such acquisition was accounted for in the financial statements of NT under purchase accounting. The balance sheets of AAMI and the Company as of June 30, 2006 will be consolidated into the balance sheet of NT, but no profit and loss of AAMI or the Company will be consolidated into the statement of operations of NT through the period ended June 30, 2006.

AAMI is a limited liability company incorporated in the People’s Republic of China (“PRC”). Its principal activities will be the Company’s operations and financial position.

NT has filed a Form 8K, and later an amended Form 8K, with the United States Securities and Exchange Commission (“SEC”) notifying the SEC of this series of transactions. These Financial Statements and Notes to the Financial Statements will be filed with the SEC in an amendment to Form 8K upon completion of these Financial Statements and other pertinent information required such filing.

F-14

EX-99.2

INDEX TO FINANCIAL STATEMENTS

NT HOLDING CORP.

(PRO-FORMA FINANCIAL STATEMENTS)

PRO-FORMA CONSOLIDATED BALANCE SHEET	F-1
(UNAUDITED), DECEMBER 31, 2005
PRO-FORMA STATEMENT OF OPERATIONS	F-2
(UNAUDITED)FOR THE YEAR
ENDED DECEMBER 31, 2005.
PRO-FORMA CONSOLIDATED BALANCE SHEET	F-3
(UNAUDITED), JUNE 30, 2006
PRO-FORMA STATEMENT OF OPERATIONS	F-4
(UNAUDITED) FOR THE PERIOD
ENDED JUNE 30, 2006.
NOTES TO UNAUDITED PRO-FORMA	F-5
CONSOLIDATED FINANCIAL STATEMENTS.

NT HOLDING CORP.

PRO-FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)

DECEMBER 31, 2005

	NT Holding			American		Shanxi
	Corp.			Asia		Jinhai			Consolidation			Consolidated
	US $			US $		US $			Journal			US $
	(audited)			(unaudited)		(audited)
Current Assets
Cash and cash equivalents		97,169			-		329,139						426,308
Inventories		45,205			-		1,790,046						1,835,251
Prepayments and other receiavables		-			1,000,000		428,742						1,428,742
		142,374			1,000,000		2,547,927						3,690,301
Investment in subsidiaries		1,000,000			2,000,000		-			(3,000,000	)		-
Property, plant and equipment		-			-		6,573,275			(874,643	)		5,698,632
Construction in progress		409,104			-		7,613,233			(1,013,020	)		7,009,317
TOTAL ASSETS		1,551,478			3,000,000		16,734,435						16,398,250
Current Liabilities
Accounts payables		-			-		1,277,772						1,277,772
Accurals and other payables		1,888,744			2,000,000		607,838						4,496,582
Tax payable		-			-		274,923						274,923
Deferred income							3,046,775						3,046,775
Due to a director		-			-		1,840,988						1,840,988
Short-term loan		-			-		2,685,874						2,685,874
		1,888,744			2,000,000		9,734,170						13,622,914
Long term debt					-		297,398						297,398
TOTAL LIABILTIES		1,888,744			2,000,000		10,031,568						13,920,312
Minority Interest		-			-		-			2,815,204			2,815,204
Shareholders' Equity
Common Stock: par value USD0.001
100,000,0000 authorised
25,839,000 shares issued and outstanding		25,839			1,000,000		7,806,691			(8,806,691	)		25,839
Addition paid-in capital		859,061			-		-			-			859,061
Retained earnings		(1,139,221	)		-		(1,069,790	)		1,069,790			(1,139,221	)
Accumulated other comprehensive loss		(82,945	)		-		(34,034	)		34,034			(82,945	)
TOTAL SHAREHOLDERS' EQUITY		(337,266	)		1,000,000		6,702,867						(337,266	)
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY		1,551,478			3,000,000		16,734,435						16,398,250

See notes to unaudited pro-forma consolidated financial statements

F-1

NT HOLDING CORP.

PRO-FORMA STATEMENT OF OPERATIONS (UNAUDITED)

FOR THE YEAR ENDED DECEMBER 31, 2005

				Amercian		Shanxi
	NT			Asia		Jinhai			Consolidation			Consolidated
	US $			US $		US $			Journal			US $
	(audited)			(unaudited)		(audited)
Revenue		-			-		12,277,641			(12,277,641	)		-
Administrative expenses		(1,157,946	)		-		(11,118,809	)		11,118,809			(1,157,946	)
Operating income		(1,157,946	)		-		1,158,832						(1,157,946	)
Other income		413			-		126,765			(126,765	)		413
General and administrative expenses		-			-		(150,884	)		150,884			-
Provision for taxation		-			-		-						-
Income from operations		(1,157,533	)		-		1,134,713						(1,157,533	)
Finance cost		-			-		(305,648	)		305,648			-
Income before taxation		(1,157,533	)		-		829,065						(1,157,533	)
Taxation		-			-		(273,592	)		273,592			-
Income before minority interests		(1,157,533	)		-		555,473						(1,157,533	)
Minority interest in subsidiary loss		18,312			-		-			-			18,312
Net loss		(1,139,221	)		-		555,473			(555,473	)		(1,139,221	)

See notes to unaudited pro-forma consolidated financial statements

F-2

NT HOLDING CORP.

PRO-FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)

JUNE 30, 2006

	NT Holding			American		Shanxi
	Corp.			Asia		Jinhai			Consolidation			Consolidated
	US $			US $		US $			Journal			US $
	(unaudited)			(unaudited)		(unaudited)
Current Assets
Cash and cash equivalents		7,316			-		611,376						618,692
Inventories		-			-		3,688,130						3,688,130
Prepayments and other receiavables		800,000			1,000,000		2,923,752						4,723,752
		807,316			1,000,000		7,223,258						9,030,574
Investment in subsidiaries		1,000,000			2,000,000		-			(3,000,000	)		-
Property, plant and equipment		-			-		6,293,197			(1,420,597	)		4,872,600
Construction in progress		-			-		8,022,541			(1,810,971	)		6,211,570
TOTAL ASSETS		1,807,316			3,000,000		21,538,996						20,114,744
Current Liabilities
Accounts payables		-			-		2,072,218						2,072,218
Accurals and other payables		1,001,850			2,000,000		1,204,907						4,206,757
Tax payable		-			-		364,273						364,273
Deferred income		-			-		3,909,951						3,909,951
Due to a director		150,000			-		2,119,259						2,269,259
Short-term loan		-			-		2,548,277						2,548,277
		1,151,850			2,000,000		12,218,885						15,370,735
Long term debt					-		300,166						300,166
TOTAL LIABILTIES		1,151,850			2,000,000		12,519,051						15,670,901
Minority Interest		-			-		-			3,788,377			3,788,377
Shareholders' Equity
Common Stock: par value USD0.001
100,000,0000 authorised
25,839,000 shares issued and outstanding		25,839			1,000,000		18,587,361			(19,587,361	)		25,839
Addition paid-in capital		859,061			-		(8,880,985	)		8,880,985			859,061
Retained earnings		(229,711	)		-		(815,425	)		815,425			(229,711	)
Accumulated other comprehensive loss		277			-		128,994			(128,994	)		277
TOTAL SHAREHOLDERS' EQUITY		655,466			1,000,000		9,019,945						655,466
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY		1,807,316			3,000,000		21,538,996						20,114,744

See notes to unaudited pro-forma consolidated financial statements

F-3

NT HOLDING CORP.

PRO-FORMA STATEMENT OF OPERATIONS (UNAUDITED)

FOR THE PERIOD ENDED JUNE 30, 2006

				Amercian		Shanxi
	NT			Asia		Jinhai			Consolidation			Consolidated
	US $			US $		US $			Journal			US $
	(unaudited)			(unaudited)		(unaudited)
Revenue		-			-		10,875,024			(10,875,024	)		-
Administrative expenses		(29,204	)		-		(10,080,334	)		10,080,334			(29,204	)
Operating income		(29,204	)		-		794,690						(29,204	)
Other income		-			-		12,345			(12,345	)		-
General and administrative expenses		-			-		(158,863	)		158,863			-
Provision for taxation		-			-		-						-
Income from operations		(29,204	)		-		648,172						(29,204	)
Finance cost		-			-		(266,659	)		266,659			-
Income before taxation		(29,204	)		-		381,513						(29,204	)
Taxation		-			-		(127,148	)		127,148			-
Loss before extraordinary item		(29,204	)		-		254,365						(29,204	)
Gain on disposal of subsidiary		938,714			-		-			-			938,714
Net loss		909,510			-		254,365			(254,365	)		909,510
Foreign currency translation adjustment		(1,011	)		-		163,028			(163,028	)		(1,011	)
Comprehensive income		908,499			-		417,393			(417,393	)		908,499

See notes to unaudited pro-forma consolidated financial statements

F-4

NT HOLDING CORP.

NOTES TO UNAUDITED PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The unaudited pro-forma consolidated financial statements include the accounts of NT Holding Corp. (“NT”), American Asia Metallurgical Industry Ltd (“AAMI”) and Shanxi Jinhai Metal Group Limited (“Shanxi Jinhai”). NT acquired 58% of the issued and outstanding shares of PT Borneo through AAMI at USD2,000,000 as the consideration.

On March 12, 2006, the Company entered into a definitive agreement with Shanxi Jinhai Metal Group Limited ("Jinhai") in which the Company and Jinhai form a Sino foreign joint venture company in China under the name of "American - Asia Metallurgical Industry Limited"("AAMI"). The Company will have a 70% interest in AAMI and Jinhai will have a 30% interest in AAMI. On June 5, 2006, the Ministry of Foreign Trade and Economic Cooperation (“MOFTEC”) of the People’s Republic of China (“China”) issued a “Certificate of Approval for the Establishment of Enterprises with Foreign Investment in the People’s Republic of China” to authorize and approve the Company’s formation and ownership of AAMI. The terms of the Acquisition were amended on June 27, 2006 and the transaction took the form of an acquisition by the Company through AAMI, not a joint venture as was originally contemplated in the agreement. On June 30, 2006, the Acquisition was completed and closed. Such acquisition was accounted for in the financial statements of the Company under purchase accounting. The balance sheets of AAMI and Jinhai as of June 30, 2006 were consolidated into the balance sheet of NTHH and no profit and loss of AAMI or Jinhai was consolidated into the statement of operations of NTHH for the current quarter and for the period ended June 30, 2006.

NT is the registrant, a Nevada company incorporated on April 11, 1984. NT has a fiscal year end of December 31. The balance sheet date used for the pro forma consolidation is December 31. During the six months ended June 30, 2006, PT Borneo had no operations.

The company is a limited liability company incorporated in the People’s Republic of China (“PRC”). The principal activities of the company are trading of coke, metal and related machinery.

Shanxi Jinhai's audited statement of operations for the year ended December 31, 2005 is included in the pro-forma consolidated statement of operations for the year ended December 31, 2005, and its unaudited statement of operations for the six months ended June 30, 2006 is included in the pro-forma consolidated statement of operations for the six months ended June 30, 2006.

2. CONSOLIDATING ENTRIES

The consolidating entries on the pro-forma consolidated balance sheet to eliminate investments in subsidiary accounts. The consolidating entries on the pro-forma consolidated statement of operations for the year ended December 31, 2005 and six months ended June 30, 2006 eliminate the effect of Shanxi Jinhai.

F-5