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 September 30, 2006

|_|   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
       incorporation or organization)                  Identification No.)


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 |_|

Check whether the issuer is a shell company (as defined in Rule 12b-2 of the
Exchange Act)

                                                                  Yes |_| 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 September 30, 2006
--------------------------------------------------------------------------------
Common Stock, $0.001 par value              25,839,203

Transitional Small Business Disclosure Format (check one):

Yes |_| No |X|
<PAGE>

                                -----------------
                                TABLE OF CONTENTS
                                -----------------

PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements
            o     Condensed Consolidated Balance Sheets                        3
            o     Condensed Consolidated Statements of Operations and
                  Comprehensive Income                                         4
            o     Condensed Consolidated Statements of Cash Flows              5
            o     Notes to Condensed Consolidated Financial Statements         6

Item 2.     Management's Discussion & Analysis of Financial Condition and
            Results of Operations                                             16

Item 3.     Controls and Procedures                                           18

PART II - OTHER INFORMATION

Item 1.     Legal Proceedings                                                 19

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds       19

Item 3.     Defaults Upon Senior Securities                                   19

Item 4.     Submission of Matters to a Vote of Security Holders               19

Item 5.     Other Information                                                 19

Item 6.     Exhibits                                                          19
<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                        NT HOLDING CORP. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                     September 30,   December 31,
                                                                         2006            2005
                                                                     -------------   -------------
                                                                      (Unaudited)
<S>                                                                  <C>             <C>
CURRENT ASSETS
   Cash and cash equivalents                                         $     701,437   $      97,169
   Accounts receivable                                                   1,404,510              --
   Inventories                                                           4,878,567              --
   Prepayments and other receivables                                     5,399,893          45,205
                                                                     -------------   -------------
                    Total Current Assets                                12,384,407         142,374
                                                                     -------------   -------------

NON CURRENT ASSETS
  Property, plant and equipment                                          5,492,495              --
  Construction in progress                                               6,246,576         409,104
  Goodwill                                                                 564,939              --
                                                                     -------------   -------------
                    Total Non Current Assets                            12,304,010         409,104
                                                                     -------------   -------------

TOTAL ASSETS                                                         $  24,688,417   $     551,478
                                                                     =============   =============

CURRENT LIABILITIES
  Accounts payable and accrued expenses                              $   6,283,833   $     647,337
  Other payables                                                         5,761,810              --
  Due to stockholders                                                      150,000         241,407
  Deferred revenue                                                       3,598,442              --
  Tax payable                                                              678,841              --
  Short term loan                                                        2,521,345              --
                                                                     -------------   -------------
                    Total Current Liabilities                           18,994,271         888,744
                                                                     -------------   -------------

Non-CURRENT LIABILITIES
   Long term loan                                                          303,464              --

TOTAL LIABILITIES                                                       19,297,735         888,744
                                                                     -------------   -------------

MINORITY INTEREST                                                        4,371,411              --

STOCKHOLDERS' EQUITY
Preferred stock; 5,000,000 shares authorised; $0.001 par value;
 0 shares issued and outstanding                                                --              --
Capital stock; 100,000,000 shares authorised; $0.001 par value;
 25,839,203 shares issued and outstanding at 30 September 2006 and
 December 31, 2005                                                          25,839          25,839
Additional paid-in capital                                                 859,061         859,061
Accumulated deficit                                                         32,314      (1,139,221)
Accumulated other comprehensive income                                     102,057         (82,945)
                                                                     -------------   -------------
                    Total Stockholders' Equity                           1,019,271        (337,266)
                                                                     -------------   -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $  24,688,417   $     551,478
                                                                     =============   =============
</TABLE>

    See accompanying notes to the condensed consolidated financial statements


                                       3
<PAGE>

                        NT HOLDING CORP. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
                        COMPREHENSIVE INCOME (UNAUDITED)

<TABLE>
<CAPTION>
                                                 Nine months      Nine months       Three months     Three months
                                                   Ended             Ended             Ended             Ended
                                                September 30,    September 30,     September 30,     September 30,
                                                    2006              2005              2006              2005
                                                 (unaudited)       (unaudited)       (unaudited)       (unaudited)
                                               --------------    --------------    --------------    --------------
<S>                                            <C>               <C>               <C>               <C>
REVENUES                                       $    5,268,814    $           --    $    5,268,814    $           --

COST OF SALES                                       4,364,496                --         4,364,496                --
                                               --------------    --------------    --------------    --------------
GROSS PROFIT                                          904,318                --           904,318                --

OPERATING EXPENSES
   Selling and distribution expenses                    7,785                --             7,785               682
   General and administrative expenses                142,233                --           113,029            11,528
                                               --------------    --------------    --------------    --------------

TOTAL OPERATING EXPENSES                              150,018                --           120,814            12,210
                                               --------------    --------------    --------------    --------------

PROFIT / (LOSS) FROM OPERATIONS                       754,300                --           783,504           (12,210)

OTHER INCOME
   Interest income                                     20,483                 6            20,483                 2
   Interest expense                                   (54,929)           (8,248)          (54,929)           (4,070)
                                               --------------    --------------    --------------    --------------

NET OTHER INCOME (EXPENSE)                            (34,446)           (8,242)          (34,446)           (4,068)
                                               --------------    --------------    --------------    --------------

INCOME (LOSS) FROM CONTINUING OPERATIONS              719,854            (8,242)          749,058           (16,278)
TAX EXPENSE                                          (262,159)               --          (262,159)               --
                                               --------------    --------------    --------------    --------------
PROFIT AFTER TAXATION                                 457,695            (8,242)          486,899           (16,278)

MINORITY INTERESTS                                   (225,151)               --          (225,151)               --

DISCONTINUED OPERATIONS
   Income (loss) from discontinued operations         (88,035)          131,348                --           179,469
   Gain on disposal of subsidiary                   1,027,026                --                --                --
                                               --------------    --------------    --------------    --------------
Income from discontinued operations                   938,991           131,348                --           179,469
                                               --------------    --------------    --------------    --------------

NET INCOME (LOSS)                              $    1,171,535    $      123,106    $      261,748    $      163,191
                                               ==============    ==============    ==============    ==============

FOREIGN CURRENCY TRANSLATION                          102,057                --           102,057                --
                                               --------------    --------------    --------------    --------------

COMPREHENSIVE INCOME (LOSS)                    $    1,273,592    $      123,106    $      363,805    $      163,191
                                               ==============    ==============    ==============    ==============

NET INCOME (LOSS) PER SHARE:
  BASIC AND DILUITED                           $         0.05    $         0.04    $         0.01    $         0.05

WEIGHTED AVERAGE SHARES OUTSTANDING:
  BASIC AND DILUTED                                25,538,544         3,212,635        25,538,544         3,461,261
</TABLE>

    See accompanying notes to the condensed consolidated financial statements


                                       4
<PAGE>

                        NT HOLDING CORP. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                             Nine months       Nine months
                                                                Ended             Ended
                                                            September 30,     September 30,
                                                                2006              2005
                                                           --------------    --------------
                                                             (Unaudited)       (Unaudited)
<S>                                                        <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profits (loss)                                         $    1,171,535    $      123,106
Adjustments to reconcile net profits (loss) to net
  cash provided by (used in) operating activities:
     Depreciation and amortization                                135,402             1,703
     Gain from liquidation of assets and liabilities                   --          (170,046)
     Gain from discontinued operations                           (938,991)               --
     Minority interests                                           225,151                --

Changes in operations assets and liabilties,
  net of acquisitions:
(Increase) /  Decrease in:
     Accounts receivable                                       (1,404,510)               --
     Inventories                                               (1,190,437)               --
     Other receivables and prepayments                           (386,141)               --
Increase / (Decrease) in
     Accounts payable and accrued expenses                      2,999,358            10,152
     Other payables                                                81,755                --
     Deferred revenue                                            (311,509)               --
     Tax payable                                                  314,569                --
                                                           --------------    --------------

     Net cash provided by (used in) operating activities          696,182           (35,085)
                                                           --------------    --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Cash from acquiistion of subsidiaries                        618,692                --
     Decrease in construction in progress                          63,439                --
     Purchase of property, plant and equipment                   (854,580)               --
                                                           --------------    --------------

     Net cash used in investing activities                       (172,449)               --
                                                           --------------    --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Increase in short term loan                                  (26,932)               --
     Increase in long term loan                                     3,298                --
     Increase in related party notes receivables                       --            20,000
     Increase in contributed capital                                   --            15,000
                                                           --------------    --------------
                                                                  (23,634)           35,000

NET INCREASE (DECREASE) IN CASH                                   500,099               (85)

EFFECT OF FOREIGN EXCHANGE RATE CHANGES                           104,169                --

CASH AT BEGINNING PERIOD                                           97,169                85
                                                           --------------    --------------

CASH AT END OF PERIOD                                      $      701,437    $           --
                                                           ==============    ==============

SUPPLEMENTAL CASH FLOW INFORMATION
     Offset of debt for warrants exercised                 $           --    $    80,000.00
                                                           --------------    --------------
     Common stock issued for liquidation of liability      $           --    $   176,000.00
                                                           --------------    --------------
</TABLE>


                                       5
<PAGE>

Non cash investing and financing activities

On June 30, 2006, the Company completed the acquisition of Shanxi Jinhai for
$2,000,000. The consideration has not been paid as at September 30, 2006. The
following represents the assets purchased and liabilities assumed at the
acquisition date:

             Cash and bank                   $      611,376
             Other receivables                    2,923,752
             Inventories                          3,688,130
             Construction in progress             8,022,541
             Property, plant and equipment        6,293,196
                                             --------------

             Total assets purchased              21,538,955


             Accounts payables               $    2,072,218
             Other payables                       2,119,259
             Short term loan                      2,548,277
             Deferred revenue                     3,909,951
             Tax payable                            364,273
             Accrued expenses                     1,204,907
             Long term loan                         300,166
                                             --------------

             Total liabilities assumed       $   12,519,051
                                             --------------

             Net assets                      $    9,019,944
                                             ==============

    See accompanying notes to the condensed consolidated financial statements


                                       6
<PAGE>

                        NT HOLDING CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 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 American - Asia Metallurgical Industry
Limited"("AAMI") and its 58% owned subsidiary Shanxi Jinhai Metal Group Limited
("Jinhai") as well as Eastbay Management Limited ("Eastbay") and its 70% owned
subsidiary PT Borneo Mineral Projects ("PT Borneo"). Certain amounts for
minority interest were reflected in the consolidated balance sheet that
represents minority shareholders' interest in the net equity of Jinhai and PT
Borneo. 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 - REVERSE MERGER, ACQUISITION AND BUSINESS DISPOSAL

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.


                                       7
<PAGE>

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 June 19, 2006, the Company entered into a Purchase and
Sale Agreement with System Wealth Limited ("System Wealth") wherein the Company
agreed to transfer all of its interests in Tagalder to System Wealth in exchange
for $800,000 to be paid in installments over a six month period. The loss from
the operations of Tagalder was recorded as loss from discontinued operations in
the statements of operations for both the current period and for the period
ended September 30, 2005.

On March 12, 2006, the Company entered into a definitive agreement with Shanxi
Jinhai Metal Group Limited ("Jinhai") in which the Company and Jinhai formed a
100% interest Sino foreign joint venture company in China under the name of
"American - Asia Metallurgical Industry Limited"("AAMI"). The Company will have
a 58% interest in Jinhai through 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. The accounts of AAMI and Jinhai are consolidated into
these financial statements.

On April 7, 2006, the Company 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, the Company completed this transaction with Grand Canal. On June
17, 2006, the Company entered into a Substitution Agreement with Grand Canal to
mutually determine that it was in the best interest of each of the parties that
Grand Canal return the interest in Tagalder C3 Holdings to the Company and that
the Company will be obligated to provide Grand Canal with substitute
consideration agreeable to Grand Canal within 60 days of the date of the
Substitution Agreement. On September 27, 2006, the Company entered into a
material definitive agreement with Shanxi Linfen Lingu Coal Mine Limited
("Lingu"), a coal mining company located in Shanxi, China. The Company purchased
62.5% of the equity ownership of Lingu through Grand Canal. The total
consideration to be issued by the Company will be 9,023,200 shares of the common
stock of Grand Canal that is owned by the Company in exchange for 62.5% of the
equity ownership of Lingu. The closing of the Agreement is subject to the
successful completion of due diligence by the Company and approval by the
Company's Board of Directors. As of September 30, 2006 and as of the date of
this report, the transaction was not closed and the accounts of Lingu are not
included in these financial statements.


                                       8
<PAGE>

On May 1, 2006 FJCC entered into and closed on a definitive agreement with
Shanxi Jinyan Coal and Chemical Company Limited ("Jinyan"), and the shareholders
of Jinyan (the "Shareholders"). Pursuant to the terms of such agreement, FJCC
acquired 51% of the issued and outstanding stock of Jinyan from the
Shareholders. Consideration to be paid by FJCC shall be a total of $5,000,000
worth of coal produced from Yong'an coal mine, of which FJCC owns drilling
rights for 12 years. However, on May 18, 2006, all relevant parties agreed to
rescind this definitive agreement. Pursuant to the terms of such rescission, the
agreement was rescinded immediately and each of the parties was returned to the
same position as that prior to the consummation of the definitive agreement. As
a result, no financial information of Jinyan was accounted for in the financial
statements of NTHH for the current quarter or for the period ended and as of
September 30, 2006.

On May 10, 2006, the Company through its wholly owned subsidiary Eastbay
Management Limited, a British Virgin Islands company ("Eastbay"), entered into a
material definitive agreement by and among Chris Flanagan and Michael Alsop, the
major shareholders of PT Borneo Mineral Projects and PT Borneo Mineral Projects
("PT Borneo"). PT Borneo was formed in September 2005 in Indonesia and is in the
business of coal mining and export. It owns a right of concession on coal mines
on a total area of 19,191 hectares in the territory of East Kalimantan of the
Republic of Indonesia. Pursuant to the terms of the agreement, the current
shareholders of PT Borneo will own 30% of the equity and Eastbay will acquire
the remaining 70%. The transaction was completed on June 2, 2006.

NOTE 4 - 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 September 30, 2006 and December 31, 2005 due to
the relatively short-term nature of these instruments.

NOTE 5 - 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 dollars 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 7.9087 RMB to 1.00 US dollar for assets and liabilities,
weighted average exchange rates of 7.9522 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 gain in translation of $102,057 for the current
quarter and $102,057 for the period ended September 30, 2006.


                                       9
<PAGE>

NOTE 6 PREPAYMENTS AND OTHER RECEIVABLES

Prepayments of the Company are non-interest bearing advances to third parties
with no fixed payment terms and deposits paid to suppliers for purchase of
goods. There are related parties involved in these balances. Prepayments and
other receivables as of September 30, 2006 and December 31, 2005 are summarized
as follows:

                                                   September 30,  December 31,
                                                       2006           2005
                                                   ------------   ------------
                                                    (unaudited)

Jinhai:
     Advances to third parties and deposits paid   $  3,199,893   $     45,205

PT Borneo:
     Receivables from shareholders                    1,400,000             --

NTHH:
     Receivable from subsidiary sales                   800,000             --
                                                   ------------   ------------

Total                                              $  5,399,893   $     45,205
                                                   ============   ============

NOTE 7 - INVENTORIES

Inventories consisting of raw materials, work-in-progress and finished goods are
stated at the lower of weighted average cost or market value. Inventories are
coking coals, coke and cast irons.

Inventories as of September 30, 2006 and December 31, 2005 are summarized as
follows:

                               September 30,  December 31,
                                   2006           2005
                               ------------   ------------
                                (unaudited)

            Raw materials      $  1,282,064   $         --
            Work in progress        940,991             --
            Finished goods        2,655,512             --
                               ------------   ------------

            Total              $  4,878,567   $         --
                               ============   ============


                                       10
<PAGE>

NOTE 8 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable of the Company is short-term non-interest bearing borrowings
from third parties with no fixed repayment terms. Accounts payable and accrued
expenses were mainly generated from the consolidation of Jinhai. The breakdowns
of the accounts payable as of September 30, 2006 and December 31, 2005 are as
follows:

                                                    September 30,  December 31,
                                                        2006           2005
                                                    ------------   ------------
                                                     (unaudited)

Accounts payable                                    $  5,782,508   $         --
Accrued expenses                                         501,325          7,683
Short term borrowing                                          --        639,654
                                                    ------------   ------------

TOTAL                                               $  6,283,833   $    647,337
                                                    ============   ============

NOTE 9 - OTHER PAYABLES

Other payables of the Company are payables to the ex-shareholders of PT Borneo
and Shanxi Jinhai for the acquisition and some non-interest bearing short term
advances from third parties and Shanxi Jinhai's stockholders. Other payables for
the period ended September 30, 2006 are 5,761,810.

NOTE 10 - DUE TO STOCKHOLDERS

                                                   September         December
                                                   30, 2006          31, 2005
                                                  ----------        ----------
                                                 (unaudited)

NTHH:
     Due to PNC Labs, Inc. (1)                    $  150,000        $  150,000
                                                  ----------        ----------
Total NTHH                                           150,000           150,000

C3:
     Due to ex-shareholders of Hopeful Asia (2)           --            46,245
                                                  ----------        ----------
Total C3                                                  --            46,245

Hopeful Asia:
     Due to ex-shareholders of Hopeful Asia (3)           --            45,162
                                                  ----------        ----------
Total Hopeful Asia                                    45,162
                                                  ----------        ----------

TOTAL                                             $  150,000        $  241,407
                                                  ==========        ==========


                                       11
<PAGE>

      (1)   Pursuant to the terms of the Tagalder Share Exchange Agreement, 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 common stock of the Company and an additional
            consideration of $150,000 shall be paid to PNC Labs, Inc. upon the
            earlier to occur of (a) the Company successfully raising at least
            $150,000 from third party investors, or (b) November 1, 2006.

      (2)   Pursuant to the terms of the Agreement for Share Purchase to
            purchase 100% ownership of Hopeful Asia Limited by Tagalder, for a
            period of 12 months from Closing, upon FJCC distributing dividends
            in cash to Tagalder, Tagalder is obligated to remit 10% of the
            dividends received to the selling shareholders of Hopeful Asia
            Limited. The Company originally estimated that $46,245 would be paid
            by Tagalder to the selling shareholders of Hopeful Asia Limited as
            payment for acquisition within the next 12 months and had recorded
            the amount as a current liability.

      (3)   Amounts due to the ex-stockholders of Hopeful Asia by Hopeful Asia
            are unsecured, interest free, and have no fixed repayment terms

NOTE 11 - PROPERTY, PLANT AND EQUIPMENT

                                                     September      December
                                                     30, 2006       31, 2005
                                                   ------------   ------------
                                                    (unaudited)

At cost:

   Buildings                                       $  3,309,881   $         --
   Machinery and equipment                            3,713,074             --
   Motor Vehicles                                        38,906             --
   Office equipment                                     140,195             --
                                                   ------------   ------------
                                                      7,202,056             --
                                                   ------------   ------------
Less: Accumulated depreciation

   Buildings                                       $    477,842   $         --
   Machinery and equipment                            1,183,523             --
   Motor Vehicles                                        23,159             --
   Office equipment                                      25,037             --
                                                   ------------   ------------
                                                      1,709,561             --
                                                   ------------   ------------

Plant and equipment , net                          $  5,492,495   $         --
                                                   ============   ============

NOTE 12 - CONSTRUCTION IN PROGRESS

Construction in progress consists primarily of Shanxi Jinhai's down payments and
upfront payments paid to various vendors for technical design of the coke
manufacturing plant facilities and coke and steel production equipment. The
amount of construction in progress for September 30, 2006 is $6,246,576.


                                       12
<PAGE>

NOTE 13 - GOODWILL

PT Borneo acquisition

The accompanying condensed consolidated financial statements include the
following allocation of the acquisition cost to the net assets acquired based on
their respective fair values.

             Other receivables                         $  1,100,000
             Construction in progress                        98,445
                                                       ------------

             Total assets purchased                       1,198,445

             Accrued expenses                          $      5,500
                                                       ------------

             Total liabilities assumed                        5,500
                                                       ------------

             Net assets                                $  1,192,945

             Minority interest at 30%                       357,884

             Net assets acquired at 70%                     835,061
             Total consideration paid                     1,400,000

             Goodwill                                       564,939

The results of operations for PT Borneo for the period are included in the
consolidated results of operations commencing July 1, 2006.

The following unaudited pro forma combined condensed statements of income for
the period ended September 30, 2006 and 2005 have been prepared as if the
acquisition had occurred on January 1, 2006 and 2005. The statements are based
on accounting for the business acquisition under purchase accounting. The pro
forma information may not be indicative of the results that actually would have
occurred if the merger had been in effect from and on the dates indicated or
which may be obtained in the future.

                                               Pro Forma Combined
                                 September 30, 2006           September 30, 2005
                                    ------------                ------------
Revenue                             $         --                $         --

Gross profit                                  --                          --

Income from operations                   (78,378)                         --

Net income (loss)                   $    860,613                $    (40,085)

Net income (loss) per share
    Basic and diluted               $       0.03                $      (0.00)

    Basic and diluted                 25,839,203                  25,839,203


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<PAGE>

Shanxi Jinhai acquisition

The accompanying condensed consolidated financial statements include the
following allocation of the acquisition cost to the net assets acquired based on
their respective fair values.

          Cash and bank                                $      611,376
          Other receivables                                 2,923,752
          Inventories                                       3,688,130
          Construction in progress                          8,022,541
          Property, plant and equipment                     6,293,196
                                                       --------------

          Total assets purchased                           21,538,995

          Accounts payables                            $    2,072,218
          Other payables                                    2,119,259
          Short term loan                                   2,548,277
          Deferred revenue                                  3,909,951
          Tax payable                                         364,273
          Accrued expenses                                  1,204,907
          Long term loan                                      300,166
                                                       --------------

          Total liabilities assumed                    $   12,519,051

          Net assets                                   $    9,019,944

          Minority interest at 42%                          3,788,376

          Net assets acquired at 58%                        5,231,568
          Total considerations paid                         2,000,000

          Negative goodwill                            $    3,231,568

          Negative goodwill proportionately applied
            to Property, plant and equipment           $   (1,420,597)
          Negative goodwill proportionately applied
            to Construction in progress                    (1,810,971)

          Total                                        $   (3,231,568)

The results of operations for Shanxi Jinhai for the period are included in the
consolidated results of operations commencing July 1, 2006.


                                       14
<PAGE>

The following unaudited pro forma combined condensed statements of income for
the period ended September 30, 2006 have been prepared as if the acquisition had
occurred on January 1, 2006. The statements are based on accounting for the
business acquisition under purchase accounting. The pro forma information may
not be indicative of the results that actually would have occurred if the merger
had been in effect from and on the dates indicated or which may be obtained in
the future.

                                                              Pro Forma Combined
                                                              September 30, 2006

Revenue                                                         $   16,217,822

Gross profit                                                         1,624,442

Income from operations                                               1,427,364

Net income                                                      $    1,542,799

Net income per share
    Basic and diluted                                           $         0.06

    Basic and diluted                                               25,839,203

NOTE 14 - SHORT-TERM AND LONG-TERM LOAN

Short-term and long-term loans are obtained from third parties which are
non-interest bearing and non-secured. The Company did not obtain new loans
during the quarter ended September 30, 2006. The increase in short-term and
long-term bank loans is from the acquisition of Shanxi Jinhai.

NOTE 15 - TAX PAYABLE

Tax payable mainly represents the net of profits tax payable amounting to
$678,841 as at September 30, 2006. The tax payable is cause by the acquisition
of Shanxi Jinhai during the period.


                                       15
<PAGE>

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 nine months ended September 30, 2006.

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 language. 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" in 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

Our 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 believe the following is among the most critical accounting policies that
impact our consolidated financial statements. We suggest that our significant
accounting policies, as described in our consolidated financial statements in
the Summary of Significant Accounting Policies, be read in conjunction with this
Management's Discussion and Analysis of Financial Condition and Results of
Operations.


                                       16
<PAGE>

We recognize revenue in accordance with Staff Accounting Bulletin ("SAB") No.
104. All of the following criteria must exist in order for us to recognize
revenue:

            1.    Persuasive evidence of an arrangement exists;
            2.    Delivery has occurred or services have been rendered;
            3.    The seller's price to the buyer is fixed or determinable; and
            4.    Collectibility is reasonably assured.

The majority of the Company's revenue results from sales contracts with direct
customers and revenues are generated upon the shipment of goods. The Company's
pricing structure is fixed and there are no rebate or discount programs.
Management conducts credit background checks for new customers as a means to
reduce the subjectivity of assuring collectibility. Based on these factors, the
Company believes that it can apply the provisions of SAB 104 with minimal
subjectivity.

RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 2006 AS COMPARED TO NINE
MONTHS ENDED SEPTEMBER 30, 2005

General and Administrative

General and administrative expenses amounted to $150,018 for the period ended
September 30, 2006 for audit and legal expenses in NTHH holding company level
and administrative expenses for operations in Shanxi Jinhai.

Net Profit

The Company has made a net profit of $1,171,535. The net profit gained is mainly
due to the commencement of the consolidation of Shanxi Jinhai's coking business
during the period.

RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 2006 AS COMPARED TO
THREE MONTHS ENDED SEPTEMBER 30, 2005

General and Administrative

General and administrative expenses amounted to $120,814 for the period ended
September 30, 2006 for audit and legal expenses in NTHH holding company level
and administrative expenses for operations in Shanxi Jinhai.

Net Profit

The Company has made a net profit of $261,748. The net profit gained is mainly
due to the commencement of the consolidation of Shanxi Jinhai's coking business
during the period.


                                       17
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Cash

Our cash balance as of September 30, 2006 was $701,437. Compared to the year
ended December 31, 2005, our cash increased by $604,268. This was mainly due to
the consolidation of the cash balance of Jinhai into our balance sheet as a
result of our acquisition of Jinhai on June 30, 2006.

We are currently funding our operations from our private placement completed on
November 30, 2005, shareholders loans and cash flow from operations from Jinhai
operations.

From time to time we may require extra funding through financing activities and
investments to expand the operations of Jinhai and PT Borneo. Also, from time to
time, we may come up with new expansion opportunities of which our management
may consider seeking external funding and financing. As of September 30, 2006
and date of this report, we did not have any plan for additional funding.

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.


                                       18
<PAGE>

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 September
30, 2006.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

There has been no material default for the quarter ended September 30, 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

None.

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


                                       19
<PAGE>

                                   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: November 22, 2006


/s/ Loo Pak Hong
---------------------------------------
James Loo
CHIEF FINANCIAL OFFICER
DATED: November 22, 2006


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