**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-QSB**


**(Mark
      One)**




x
            **Quarterly
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934. For the quarterly period ended March 31, 2006**





**o**
            **Transition
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934. For the transition period from
                ______to______.**




**Commission
      file number 000-15303**




**NT
      HOLDING CORP.**


(Name
      of
      Small Business Issuer in Its Charter)





**Nevada(Reincorporated)**
            **65-1129912**(State
                or other jurisdiction of
            (I.R.S.
                Employer Identification No.)incorporation
                or organization)




**8TH
                FLOOR, NO. 211 JOHNSTON ROAD, WANCHAI, HONG KONG**(Address
                of principal executive offices)
            (Zip
                Code)





**(852)
      2836-6202**


(Issuer's
      telephone number, including area code)




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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.


Yes
            x
            No
            o





Check
                whether the issuer is a shell company (as defined in Rule 12b-2 of
                the
                Exchange Act)
            Yes
            o
            No
            x





The
      number of shares outstanding of each of the issuer's class of equity as of
      the
      latest practicable date is stated below:





Title
                of each class of Common Stock
            Outstanding
                as of March 31, 2006Common
                Stock, $0.001 par value
            25,839,203





Transitional
      Small Business Disclosure Format (check one):


Yes
oNo
x










**--------------------------------**


**TABLE
      OF CONTENTS**


**--------------------------------**





**PART
                I - FINANCIAL INFORMATION**Item
                1.
            Financial
                Statements
            2Condensed
                Consolidated Balance Sheets
            2Condensed
                Consolidated Statements of Operations and Comprehensive
                Loss
            3Condensed
                Consolidated Statements of Cash Flows
            4Notes
                to Condensed Consolidated Financial Statements
            5Item
                2.
            Management’s
                Discussion & Analysis of Financial Condition and Results of
                Operations
            8Item
                3.
            Controls
                and Procedures
            10**PART
                II - OTHER INFORMATION**Item
                1.
            Legal
                Proceedings
            10Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            10Item
                3.
            Defaults
                Upon Senior Securities
            10Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            10Item
                5.
            Other
                Information
            10Item
                6.
            Exhibits
            11













**PART
      I - FINANCIAL INFORMATION**





**ITEM
      1.**  **FINANCIAL
      STATEMENTS**





**NT
      HOLDING CORP. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**





**ASSETS****MARCH
                31,**
            
            **DECEMBER
                31,****2006**
            
            **2005****(UNAUDITED)****CURRENT
                ASSETS**Cash
                and cash equivalents
            
            $
            58,612
            
            $
            97,169Prepayments
                and other receivables
            
            
            37,027
            
            
            45,205Total
                Current Assets
            
            
            95,639
            
            
            142,374**OTHER
                ASSETS:**Construction
                in progress
            
            
            828,109
            
            
            409,104**TOTAL
                ASSETS**
            
            $
            923,748
            
            $
            551,478**CURRENT
                LIABILITIES**Accounts
                payable and accrued expenses
            
            $
            1,109,532
            
            $
            647,337Due
                to stockholders
            
            
            241,407
            
            
            241,407Total
                Current Liabilities
            
            
            1,350,939
            
            
            888,744**TOTAL
                LIABILITIES**
            
            
            **1,350,939**
            
            
            **888,744****STOCKHOLDERS’
                EQUITY (DEFICIENCY)**Preferred
                stock; 5,000,000 shares authorized; $0.001 par value;0
                shares issued and outstanding
            
            
            -
            
            
            -Capital
                stock, $0.001 par value; 100,000,000 shares authorized;25,839,203
                shares issued and outstanding at 31 March 2006 and December
                31,2005
            
            
            25,839
            
            
            25,839Additional
                paid-in capital
            
            
            859,061
            
            
            859,061Accumulated
                (deficit)
            
            
            (1,228,168
            )
            
            (1,139,221
            )Accumulated
                other comprehensive (loss)
            
            
            (83,923
            )
            
            (82,945
            )Total
                Stockholders’ Equity (Deficiency)
            
            
            (427,191
            )
            
            (337,266
            )**TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY /
                (DEFICIENCY)**
            
            $
            923,748
            
            $
            551,478





**See
      accompanying notes to the condensed consolidated financial
      statements**




2




**NT
      HOLDING CORP. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
      LOSS**


**(UNAUDITED)**





**From
                January 1, 2006**
              **to
                March 31, 2006**
              **(UNAUDITED)****REVENUES**
            
            $
            76,923**OPERATING
                EXPENSES:******Depreciation
                and amortization
            
            
            -****General
                and administrative expenses
            
            
            166,093**TOTAL
                OPERATING EXPENSES**
            
            
            166,093**LOSS
                FROM OPERATIONS**
            
            
            (89,170
            )**OTHER
                INCOME**Loss
                from disposal of subsidiary
            
            
            -Interest
                income
            
            
            223**NET
                OTHER INCOME**
            
            
            223**NET
                LOSS BEFORE TAXES AND MINORITY INTEREST**
            
            
            (88,947
            )Provision
                for income taxes
            
            
            -**NET
                LOSS BEFORE MINORITY INTEREST**
            
            
            (88,947
            )Minority
                interest in subsidiary loss
            
            
            -**NET
                LOSS**
            
            
            (88,947
            )**FOREIGN
                CURRENCY TRANSLATION ADJUSTMENT**
            
            
            (978
            )**COMPREHENSIVE
                (LOSS)**
            
            $
            (89,925
            )**NET
                (LOSS) PER SHARE:****BASIC
                AND DILUTED**
            
            $
            -**WEIGHTED
                AVERAGE SHARES OUTSTANDING:****BASIC
                AND DILUTED**
            
            
            25,839,203








See
      accompanying notes to the condensed consolidated financial
      statements




3


**NT
      HOLDING CORP. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(UNAUDITED)**





**From
                January 1, 2006**
              **to
                March 31, 2006**
              **(UNAUDITED)****CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                (loss)
            
            $
            (88,947
            )Adjustments
                to reconcile net loss to net cash provided by operating activities:Common
                stock issued for services
            
            
            -Changes
                in assets and liabilities:Decrease
                in prepayments and other receivables
            
            
            8,178Increase
                in accounts payable and accrued expense
            
            
            462,195Net
                cash provided by operating activities
            
            
            381,426**CASH
                FLOWS FROM INVESTING ACTIVITIES:**(Increase)
                in construction in progress
            
            
            (419,005
            )Net
                cash (used) in investing activities
            
            
            (419,005
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Proceeds
                from issuance of common stock
            
            
            -(Decrease)
                / increase in proceed from shareholder advances
            
            
            -Net
                cash provided (used) in financing activities
            
            
            -**NET
                (DECREASE) IN CASH**
            
            
            (37,579
            )**EFFECT
                OF FOREIGN EXCHANGE RATE CHANGES ON CASH**
            
            
            (978
            )**CASH
                AT BEGINNING PERIOD**
            
            
            97,169**CASH
                AT END OF PERIOD**
            
            $
            58,612**SUPPLEMENTAL
                CASH FLOW INFORMATION:**Cash
                paid for interest
            
            $
            -Cash
                paid for income taxes
            
            $
            -


See
      accompanying notes to the condensed consolidated financial
      statements




4


**NT
      HOLDING CORP. AND SUBSIDIARIES**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**MARCH
      31, 2006**


**(UNAUDITED)**


--------------------------------------------------------------------------------





**NOTE
      1 - BASIS OF PRESENTATION**





The
      unaudited condensed consolidated financial statements of NT Holding Corp. and
      subsidiaries (the “Company”) have been prepared in accordance with generally
      accepted accounting principles for interim financial information and pursuant
      to
      the requirements for reporting on Form 10-QSB and Item 310(b) of Regulation
      S-B.
      Accordingly, they do not include all the information and footnotes required
      by
      accounting principles generally accepted in the United States of America for
      complete financial statements. However, such information reflects all
      adjustments (consisting solely of normal recurring adjustments), which are,
      in
      the opinion of management, necessary for the fair presentation of the
      consolidated financial position and the consolidated results of operations.
      Results shown for interim periods are not necessarily indicative of the results
      to be obtained for a full year. The condensed consolidated balance sheet
      information as of December 31, 2005 was derived from the audited consolidated
      financial statements included in the Company’s Annual Report on Form 10-KSB for
      the year ended December 31, 2005. These interim financial statements should
      be
      read in conjunction with that report.





The
      consolidated financial statements include the accounts of the Company, its
      wholly-owned subsidiaries Tagalder C3 Holdings Inc. (“Tagalder”) and Hopeful
      Asia Limited (“Hopeful”), and its 75% owned subsidiary Fujia Coking and Chemical
      Company Limited (“FJCC”). Certain amounts for minority interest were reflected
      in the consolidated balance sheet that represents minority shareholders'
      interest in the net equity of FJCC. All material inter-company accounts and
      transactions have been eliminated in the consolidation.





Certain
      prior period amounts have been reclassified to conform to the current period’s
      presentation.





**NOTE** **2
      - USE OF ESTIMATES**





The
      preparation of financial statements in conformity with generally accepted
      accounting principles 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 the financial statements,
      and
      the reported amounts of revenue and expenses during the reporting period. Actual
      results when ultimately realized could differ from those estimates.





**NOTE** **3
      - FINANCIAL CONDITION AND GOING CONCERN**





The
      Company's financial statements have been presented on the basis that it will
      continue as a going concern, which contemplates the realization of assets and
      the satisfaction of liabilities in the normal course of business. The Company
      incurred a net loss of $ 88,947 for the period ended March 31, 2006 and has
      negative working capital of $ 1,255,300. These factors raise substantial doubt
      as to its ability to obtain debt and/or equity financing and achieve profitable
      operations. NTHH started to generate revenue in the current
      quarter.





There
      are
      no assurances that NTHH will be able to either (1) achieve a level of revenues
      adequate to generate sufficient cash flow from operations; or (2) obtain
      additional financing through either private placement, public offerings and/or
      bank financing necessary to support its working capital requirements. To the
      extent that funds generated from operations and any private placements, public
      offerings and/or bank financing are insufficient, the Company will have to
      raise
      additional working capital. No assurance can be given that additional financing
      will be available, or if available, will be on terms acceptable to NTHH. If
      adequate working capital is not available NTHH may be required to curtail its
      operations.




5





**NOTE** **4
      - REVERSE MERGER AND ACQUISITION**





On
      November 1, 2005, pursuant to the terms of an Agreement for Share Exchange
      entered into by and among the Company, Alan Lew, Tagalder, and the Shareholders
      of Tagalder (the "Shareholders"), the Company acquired all of the issued and
      outstanding common stock of Tagalder from the Shareholders in exchange for
      a
      total of 19,946,000 shares of the Company's common stock. For accounting
      purposes such share exchange was treated as an acquisition of NTHH by, and
      a
      re-capitalization of, Tagalder. Tagalder is the accounting acquirer and the
      results of its operations carry over. Accordingly, the operations of NTHH are
      not carried over and are adjusted to $0.





Tagalder
      entered into an Agreement for Share Purchase dated June 26, 2005 to purchase
      100% ownership of Hopeful, which is the owner of 75% of FJCC. Such acquisition
      was accounted for in the financial statements of the Company under purchase
      accounting.





On
      March
      12, 2006, the Company entered into a definitive agreement with Shanxi Jinhai
      Metal Group Limited ("Jinhai") of 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. As of the date of this report,
      the legal procedures as required by Chinese government for set up of Sino
      foreign joint venture was not completed and AAMI did not commence any operations
      as of March 31, 2006. As a result, there was no financial result associated
      with
      the operations of AAMI in the first quarter consolidated financial statements
      of
      the Company.





**NOTE** **5
      - FAIR VALUE OF FINANCIAL INSTRUMENTS**





The
      carrying value of financial instruments including cash and cash equivalents,
      accounts receivable, advances to suppliers, other receivables ,
      due
      from employees and other assets, accounts payable, short-term bank loans,
      customer deposits, taxes payable, other payables and accrued expenses and debt,
      approximates their fair value at March 31, 2006 and December 31, 2005 due to
      the
      relatively short-term nature of these instruments.





**NOTE** **6
      - FOREIGN CURRENCY CONVERSION**





The
      accompanying financial statements are presented in US dollars. The functional
      currency is the Renminbi ("RMB") of the PRC. The financial statements are
      translated into US dollar from RMB at year-end exchange rates for assets and
      liabilities, and weighted average exchange rates for revenues and expenses.
      Capital accounts are translated at their historical exchange rates when the
      capital transactions occurred.





On
      July
      21, 2005, the PRC changed its foreign currency exchange policy from a fixed
      RMB/USD exchange rate into a flexible rate under the control of the PRC's
      government. The financial statements are translated into US dollars from RMB
      at
      an exchange rate of 8.07 RMB to 1.00 US dollar for assets and liabilities,
      weighted average exchange rates of 8.19 RMB to 1.00 US dollar for revenues
      and
      expenses and capital accounts are translated at their historical exchange rates
      when the capital transactions occurred. The change in conversion rate of RMB
      against US dollar resulted in a loss in translation of $ 978.





**NOTE
      7 -** **CONSTRUCTION
      IN PROGRESS**





Construction
      in progress consists primarily of FJCC's down payments and upfront payments
      paid
      to various vendors for technical design of the coke manufacturing plant
      facilities and coke production equipment.




6





**NOTE
      8 - COMMITMENTS AND CONTINGENCIES**





Due
      to
      ex-stockholders of Hopeful Asia





Pursuant
      to the terms of the Agreement for Share Purchase to purchase 100% ownership
      of
      Hopeful by Tagalder, for a period of 12 months from Closing and upon FJCC
      distributing dividends in cash to Tagalder, Tagalder is obligated to remit
      10%
      of the dividends received to the selling shareholders of Hopeful. The Company
      estimates that $46,245 will be paid by Tagalder to the selling shareholders
      of
      Hopeful as payment for the acquisition within the next three months and has
      recorded that amount as a current liability. There is a contingency that such
      10% of the dividends received from FJCC may exceed $46,245.





Construction
      in progress for FJCC





The
      Company expects to expend approximately $1,000,000 over the next twelve months
      to enable it to finish construction on the initial phase of its project to
      produce raw material that can be sold and generate revenues for the
      Company.





The
      total
      cost of all phases of the project is estimated to be $10,000,000. The Company
      is
      still in the preliminary planning stages of the project and is looking for
      investment sources of capital, joint venture partners and technology sources
      for
      the most efficient use of the minerals to be extracted.





Commitment
      with AAMI joint venture with Jinhai





On
      March
      12, 2006, the Company entered into a definitive agreement with Jinhai to form
      AAMI in China. The Company will be responsible for investing US $2,000,000
      into
      AAMI on or before the date that is one year after the incorporation of AAMI.
      In
      the event that the Company fails to deliver all or part of this funding
      obligation, the Company will be obligated to issue such number of shares of
      its
      common stock to Jinhai as equal in value to the amount of such deficiency.
      The
      value attributed to any such shares issued will be equal to the closing market
      price of our common stock on the Anniversary Date. As of the date of this
      report, the legal incorporation procedures as required by Chinese government
      for
      set up of Sino foreign joint venture was not completed. As a result, such
      $2,000,000 commitment was not recorded in the first quarter consolidated
      financial statements of the Company. $2,000,000 will be recorded as a liability
      of the Company upon the completion of the incorporation procedures of
      AAMI.





**NOTE
      9 -** **SUBSEQUENT
      EVENT**





Share
      purchase agreement with Grand Canal Entertainment, Inc.





On
      April
      7, 2006, we entered into a material definitive agreement with Grand Canal
      Entertainment, Inc., a Delaware corporation (“Grand Canal”) and Grand Canal has
      agreed to purchase from us all of the outstanding ownership of
      Tagalder.





In
      consideration of such purchase, Grand Canal will issue and deliver to us
      39,702,080 shares of the common stock of Grand Canal, which will be “restricted
      securities” for purposes of the Securities Act of 1933. Following the closing of
      this transaction, there will be a total of 45,116,000 shares of the common
      stock
      of Grand Canal issued and outstanding, of which 88.0% will be owned by
      us.





Grand
      Canal has no operations and is listed on the Pink Sheets.





On
      April
      19, 2006, we completed this transaction with Grand Canal.





Acquisition
      of Shanxi Jinyan Coal and Chemical Company Limited





On
      May 1,
      2006, FJCC entered into and closed on a material definitive agreement with
      Shanxi Jinyan Coal and Chemical Company Limited (“Jinyan”), and the shareholders
      of Jinyan. FJCC acquired 51% of the issued and outstanding stock of Jinyan
      from
      the shareholders of Jinyan. Consideration to be paid by FJCC was $5,000,000
      worth of coal produced from Yong’an coal mine, of which FJCC owns drilling
      rights for 12 years. All requisite governmental approvals from China have been
      granted.




7





**ITEM
      2.**  **MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS**





The
      following discussion should be read in conjunction with the information
      contained in the condensed consolidated financial statements of the Company
      and
      the notes thereto appearing elsewhere herein and in conjunction with the
      Management’s Discussion and Analysis set forth in (1) the Company’s Annual
      Report on Form 10-KSB for the year ended December 31, 2005, as amended (which
      is
      also incorporated by reference herein) and (2) Quarterly Report on Form 10-QSB
      for the quarter ended March 31, 2005.





As
      used
      in this report, the terms “Company”, “we”, “our”, “us” and “NTHH” refer to NT
      Holding Corp..





PRELIMINARY
      NOTE REGARDING FORWARD-LOOKING STATEMENTS





This
      quarterly report contains forward-looking statements within the meaning of
      the
      federal securities laws. These include statements about our expectations,
      beliefs, intentions or strategies for the future, which we indicate by words
      or
      phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe,"
      "NTHH believes," "management believes" and similar languages. The
      forward-looking statements are based on the current expectations of NTHH and
      are
      subject to certain risks, uncertainties and assumptions, including those set
      forth in the discussion under "Management's Discussion and Analysis of Financial
      Condition and Results of Operations" on this report. The actual results may
      differ materially from results anticipated in these forward-looking statements.
      We base the forward-looking statements on information currently available to
      us,
      and we assume no obligation to update them.





Investors
      are also advised to refer to the information in our filings with the Securities
      and Exchange Commission, especially on Forms 10-KSB, 10-QSB and 8-K, in which
      we
      discuss in more detail various important factors that could cause actual results
      to differ from expected or historic results. It is not possible to foresee
      or
      identify all such factors. As such, investors should not consider any list
      of
      such factors to be an exhaustive statement of all risks and uncertainties or
      potentially inaccurate assumptions.





CRITICAL
      ACCOUNTING POLICIES AND ESTIMATES





NTHH's
      financial statements and related public financial information are based on
      the
      application of accounting principles generally accepted in the United States
      ("US GAAP"). US GAAP requires the use of estimates; assumptions, judgments
      and
      subjective interpretations of accounting principles that have an impact on
      the
      assets, liabilities, revenues and expenses amounts reported. These estimates
      can
      also affect supplemental information contained in our external disclosures
      including information regarding contingencies, risk and financial condition.
      We
      believe our use of estimates and underlying accounting assumptions adhere to
      GAAP and are consistently and conservatively applied. We base our estimates
      on
      historical experience and on various other assumptions that we believe to be
      reasonable under the circumstances. Actual results may differ materially from
      these estimates under different assumptions or conditions. We continue to
      monitor significant estimates made during the preparation of our financial
      statements.





We
      view
      policies that have the most significant impact on NTHH's consolidated financial
      statements and require management to use a greater degree of judgment and
      estimates. Actual results may differ from those estimates. Our management
      believes that given current facts and circumstances, it is unlikely that
      applying any other reasonable judgments or estimate methodologies would cause
      an
      adverse effect on our consolidated results of operations, financial position
      or
      liquidity for the periods presented in this report.




8





RESULTS
      OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2006





Revenue





We
      recorded revenue amounted to $76,923 for the quarter ended March 31, 2006.
      In
      the first quarter of 2006 we have not commenced drilling Yong’an coal mine, the
      coal mine that our subsidiary FJCC owned a drilling right. However, we
      temporarily leased our drilling right on Yong’an coal mine to Shanxi Datong
      Tongjia Iron & Steel Co., Ltd, the 15% shareholder of FJCC (“Tongjia”). We
      collected a management fee from Tongjia, which was equal to 2% of the total
      value of coal drilled by Tongjia in the Yong’an coal mine.





General
      and Administrative





General
      and administrative expenses amounted to $166,093 for the quarter ended March
      31,
      2006 to maintain our FJCC operations in China as well as audit and legal
      expenses at the NTHH holding company level.





Net
      Loss





The
      net
      loss for the current quarter amounted to $88,947 as a result from our operations
      in China and professional fees incurred at the NTHH holding company
      level.





LIQUIDITY
      AND CAPITAL RESOURCES





Cash




Our
      cash
      balance as of March 31, 2006 was $58,612. Compared to the year ended December
      31, 2005, our cash decreased by $38,557. This was mainly due to net cash flow
      provided from operating activities of $381,426 (which mainly resulted in
      increase in accounts and other payable of $462,195) offset by cash used in
      investing activities of $419,005 in construction in progress.





We
      are
      currently funding our operations from our private placement completed on
      November 30, 2005 and expect to be funded through cash flow from operations
      in
      2006 upon FJCC and AAMI commencing their operations.





From
      time
      to time we may require extra funding through financing activities and
      investments to expand the operations of FJCC and AAMI. FJCC shall commence
      operations to drill into the coking coal mine and generates revenue through
      sales of coke raw material. However, FJCC will also construct its own facilities
      to process and extract products from coke as raw material. Funding is required
      for construction of facilities. Also, from time to time, we may come up with
      new
      expansion opportunities for which our management may consider seeking external
      funding and financing. On November 30, 2005, we completed a subscription
      agreement with First Asia Private Equity Investment Limited for an aggregate
      of
      $120,000 for 461,538 shares of our common stock. As of March 31, 2006 and the
      date of this report, we did not have any plan for additional
      funding.




9




**ITEM
      3. CONTROLS AND PROCEDURES**





EVALUATION
      OF DISCLOSURE CONTROLS AND PROCEDURES





Our
      Chief
      Executive Officer and Chief Financial Officer (collectively the "Certifying
      Officers") maintain a system of disclosure controls and procedures that is
      designed to provide reasonable assurance that information, which is required
      to
      be disclosed, is accumulated and communicated to management timely. Under the
      supervision and with the participation of management, the Certifying Officers
      evaluated the effectiveness of the design and operation of our disclosure
      controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the
      Exchange Act) within 90 days prior to the filing date of this report. Based
      upon
      that evaluation, the Certifying Officers concluded that our disclosure controls
      and procedures are effective in timely alerting them to material information
      relative to our company required to be disclosed in our periodic filings with
      the SEC.





CHANGES
      IN INTERNAL CONTROLS





Our
      Certifying Officers have indicated that there were no significant changes in
      our
      internal controls or other factors that could significantly affect such controls
      subsequent to the date of their evaluation, and there were no such control
      actions with regard to significant deficiencies and material
      weaknesses.





SARBANES
      - OXLEY ACT 404 COMPLIANCE





The
      Company anticipates that it will be fully compliant with section 404 of the
      Sarbanes-Oxley Act of 2002 by the required date for non-accelerated filers
      and
      it is in the process of reviewing its internal control systems in order to
      be
      compliant with Section 404 of the Sarbanes Oxley Act. However, at this time
      the
      Company makes no representation that its systems of internal control comply
      with
      Section 404 of the Sarbanes-Oxley Act.





**PART
      II - OTHER INFORMATION**





**ITEM
      1 - LEGAL PROCEEDINGS**





The
      Company may from time to time be involved in various claims, lawsuits, and
      disputes with third parties, actions involving allegations of discrimination,
      or
      breach of contract actions incidental to the operation of its business. The
      Company is not currently involved in any such litigation that it believes could
      have a materially adverse effect on its financial condition or results of
      operations.





**ITEM
      2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS**





There
      has
      been no unregistered sale of equity for the quarter ended March 31,
      2006.





**ITEM
      3 - DEFAULTS UPON SENIOR SECURITIES**





There
      has
      been no material default for
      the
      quarter ended March 31, 2006.





**ITEM
      4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





No
      matters were submitted to the security holders for a vote during the period
      covered by this report.





**ITEM
      5 - OTHER INFORMATION**





Change
      of auditor





As
      approved by our Board of Directors, on February 24, 2006, the accounting firm
      of
      Child, Van Wagoner & Bradshaw, PLLC, was engaged to take over the audit
      responsibilities from Madsen & Associates CPAs, Inc.; and Madsen &
Associates CPAs, Inc. was dismissed on that same date.





During
      our two most recent fiscal years and any subsequent interim period prior to
      the
      engagement of Child, Van Wagoner & Bradshaw, PLLC, we (or someone on our
      behalf) have not consulted with, Child, Van Wagoner & Bradshaw, PLLC, or any
      other auditor, regarding any accounting or audit concerns, to include, but
      not
      by way of limitation, those stated in Item 304(a)(2) of Regulation
      S-B.





We
      have
      provided the information required to comply with Item 304(a)(3) of Regulation
      S-B as an exhibit to a previously filed Form 8-K.




10





We
      provided Madsen & Associates CPAs, Inc. with a copy of this disclosure and
      requested that Madsen & Associates CPAs, Inc. furnish it with a letter
      addressed to the Securities and Exchange Commission stating whether it agrees
      with the above statements. A copy of Madsen & Associates CPAs, Inc.'s letter
      of February 24, 2006, is filed as Exhibit 16 to a previously filed Current
      Report on Form 8-K.





During
      our two most recent fiscal years and the subsequent interim period through
      the
      date of dismissal, we have not had any disagreements with our former accountant,
      whether resolved or not resolved, on any matter of accounting principles or
      practices, financial statement disclosure, or auditing scope or procedure,
      which, if not resolved to said accountants' satisfaction, would have caused
      it
      to make reference to the subject matter of the disagreements(s) in connection
      with its report.





Establishment
      of joint venture in China





On
      March
      7, 2006, we entered into a letter of intent with Jinhai. It is anticipated
      that
      we will form a Sino foreign joint venture company in China with Jinhai under
      the
      name of AAMI. The Company will have a 70% interest in AAMI and Jinhai will
      have
      a 30% interest in AAMI.





On
      March
      12, 2006, we entered into a material definitive agreement with Jinhai,
      finalizing their joint venture agreement in pursuant to the letter of intent
      signed on March 7, 2006. We will be responsible for investing US $2,000,000
      into
      AAMI on or before the date that is one year after the incorporation of AAMI.
      In
      the event that we fail to deliver all or part of this funding obligation, we
      will be obligated to issue such number of shares of our common stock to Jinhai
      as equal in value to the amount of such deficiency. The value attributed to
      any
      such shares issued will be equal to the closing market price of our common
      stock
      on the Anniversary Date. Jinhai will contribute all of its operations, equipment
      and other resources into AMMI to continue the operations as a coal refinery
      and
      coking coal producer in China.





Appointment
      of officers and directors





On
      March
      15, 2006, Mr. Teo Chong Nghee was appointed as our Chief Operating Officer
      and
      as a member of our Board of Directors.





Also
      on
      March 15, 2006, Mr. Loo Pak Hong was appointed as our Chief Financial
      Officer.


The
      new
      directors and officers Mr. Teo and Mr. Loo have not been appointed to any
      committees of the Board of Directors. We do not currently have standing audit,
      nominating or compensation committees of the Board of Directors or any other
      committees performing similar functions. All applicable functions are currently
      being performed by the Board of Directors.





**ITEM
      6 - EXHIBITS**




The
      following exhibits are filed as part of this quarterly report on Form
      10-QSB:





Exhibit
              No.
            Description





31.1
            Certification
                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002


31.2
            Certification
                of Acting Chief Financial Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002


32.1
            Certification
                of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002


32.2
            Certification
                of Acting Chief Financial Officer pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002




11





**SIGNATURES**





In
      accordance with 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.





NT
      HOLDING CORP.








/s/
      Chun
      Ka Tsun


---------------------------------------


CHUN
      KA
      TSUN


CHAIRMAN
      AND CHIEF EXECUTIVE OFFICER


DATED:
      May 15, 2006








/s/
      James
      Loo


---------------------------------------


James
      Loo


CHIEF
      FINANCIAL OFFICER


DATED:
      May 15, 2006




12