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 JUNE 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

                                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 |_|

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 June 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
              Condensed Consolidated Balance Sheets
              Condensed Consolidated Statements of Operations and Comprehensive
              Income
              Condensed Consolidated Statements of Cash Flows
              Notes to Condensed Consolidated Financial Statements
Item  2.    Management's Discussion & Analysis of Financial Condition and
            Results of Operations
Item  3.    Controls and Procedures

PART II - OTHER INFORMATION

Item  1.    Legal Proceedings
Item  2.    Unregistered Sales of Equity Securities and Use of Proceeds
Item  3.    Defaults Upon Senior Securities
Item  4.    Submission of Matters to a Vote of Security Holders
Item  5.    Other Information
Item  6.    Exhibits


<PAGE>



PART I - FINANCIAL INFORMATION

ITEM  1. FINANCIAL STATEMENTS

                        NT HOLDING CORP. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                  DECEMBER 31,
                                                                  JUNE 30, 2006        2005
                                                                  ------------    ------------
                                                                  (Unaudited)
<S>                                                               <C>             <C>
CURRENT ASSETS
   Cash and cash equivalents                                      $    713,810    $     97,169
   Inventories                                                       4,885,217              --
   Prepayments and other receivables                                 7,514,668          45,205
   Goodwill                                                            564,939              --
                                                                  ------------    ------------

                    Total Current Assets                            13,678,634         142,374

NON CURRENT ASSETS
  Property, plant and equipment                                      4,532,258              --
  Construction in progress                                           5,472,854         409,104
  Land use rights                                                       11,754              --
                                                                  ------------    ------------
                    Total Non Current Assets                        10,016,866         409,104

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

TOTAL ASSETS                                                      $ 23,695,500    $    551,478
                                                                  ============    ============

CURRENT LIABILITIES
  Accounts payable and accrued expenses                           $  8,043,521    $    647,337
  Other payables                                                     4,803,807              --
  Due to stockholders                                                2,743,454         241,407
  Tax payable                                                          216,691              --
  Short term loan                                                    2,335,660              --
                                                                  ------------    ------------

                    Total Current Liabilities                       18,143,133         888,744

NON CURRENT LIABILITES
   Long term loan                                                      300,166              --

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

TOTAL LIABILTIES                                                    18,443,299         888,744


MINORITY INTEREST                                                    4,596,735              --
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 June 2006 and
December 31 2005                                                        25,839          25,839
Additional paid-in capital                                             859,061         859,061
Accumulated deficit                                                   (229,434)     (1,139,221)
Accumulated other comprehensive (loss)                                      --         (82,945)
                                                                  ------------    ------------
                    Total stockholders' equity                         655,466        (337,266)
                                                                  ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $ 23,695,500    $    551,478
                                                                  ============    ============
</TABLE>


    SEE ACCOMPANYING NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

<PAGE>


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

<TABLE>
<CAPTION>
                                          SIX MONTHS     SIX MONTHS     THREE MONTHS    THREE MONTHS
                                         ENDED JUNE 30,  ENDED JUNE     ENDED JUNE 30   ENDED JUNE 30
                                             2006          30, 2005         2006            2005
                                          (unaudited)    (unaudited)     (unaudited)     (unaudited)
                                         ------------    ------------    ------------    ------------

<S>                                      <C>             <C>             <C>             <C>
REVENUES                                 $         --    $         --    $         --    $         --

OPERATING EXPENSES
   Depreciation and amortization                   --              --              --              --
   General and administrative expenses         29,204              --          29,204              --
                                         ------------    ------------    ------------    ------------

TOTAL OPERATING EXPENSES                       29,204              --          29,204              --
                                         ------------    ------------    ------------    ------------

(LOSS) FROM OPERATIONS                        (29,204)             --         (29,204)             --
OTHER INCOME
   Interest income                                 --               6              --               2
   Interest expense                                --          (8,248)             --          (4,070)
                                         ------------    ------------    ------------    ------------

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

                                         ------------    ------------    ------------    ------------
LOSS FROM CONTINUING OPERATIONS
                                              (29,204)         (8,242)        (29,204)         (4,068)


TAXATION                                           --              --              --              --

                                         ------------    ------------    ------------    ------------
PROFIT AFTER TAXATION
                                              (29,204)         (8,242)        (29,204)         (4,068)

DISCONTINUED OPERATIONS
  Loss from discontinued operations           (88,035)        (31,843)            912         (12,210)
  Gain on disposal of subsidiary            1,027,026              --       1,027,026              --
                                         ------------    ------------    ------------    ------------
Income from discontinued operations           938,991         (31,843)      1,027,938         (12,210)
                                         ------------    ------------    ------------    ------------

NET INCOME (LOSS)                        $    909,787    $    (40,085)   $    998,734    $    (16,278)
                                         ============    ============    ============    ============

FOREIGN CURRENCY TRANSLATION                       --              --              --              --
                                         ------------    ------------    ------------    ------------

COMPRHENSIVE INCOME (LOSS)               $    909,787    $    (40,085)   $    998,734    $    (16,278)
                                         ============    ============    ============    ============

NET INCOME (LOSS) PER SHARE:
  BASIC AND DILUITED                     $       0.04    $      (0.00)   $       0.04    $      (0.00)

WEIGHTED AVERAGE SHARES
OUTSTANDING:
  BASIC AND DILUTED                        25,538,544      25,538,544      25,538,544      25,538,544

</TABLE>

    See accompanying notes to the condensed consolidated financial statements

<PAGE>


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

<TABLE>
<CAPTION>
                                                            Six Months      Six Months
                                                            Ended June     Ended June 30,
                                                             30, 2006         2005
                                                           ------------    ------------
                                                            (UNAUDITED)     (UNAUDITED)

<S>                                                        <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net profits (loss)                                         $    909,787    $    (40,085)
Adjustments to reconcile net profits (loss) to net
  cash used in operating activities:

     Depreciation and amorisation                                    --           1,363

     Gain from discontinued operations                         (938,991)             --

   Changes in assets and liabilties:

      Increase in accounts payable and accrued expenses              --          20,037
                                                           ------------    ------------


      Net cash used in operating activities                     (29,204)        (18,685)

CASH FLOWS FROM INVESTING ACTIVITIES:

       Increase in cash from acqiusition of subsidiaries        706,494              --

       Decrease in cash from disposal of subsidiaries           (60,649)             --

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

      Net cash used in investing activities                     645,845              --
                                                           ------------    ------------


NET INCREASE (DECREASE) IN CASH                                 616,641         (18,685)


EFFECT OF FOREIGN EXCHANGE RATE CHANGES                              --              --


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


CASH AT END OF PERIOD                                      $    713,810    $    (18,600)
                                                           ============    ============

SUPPLEMENTAL CASH FLOW INFORMATION

   Cash paid for interest                                  $         --    $         --
                                                           ------------    ------------
</TABLE>
Non cash investing and financing activities

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

         Cash and bank                             $                 706,494
         Other receivables                                         5,277,897
         Inventories                                               4,885,217
         Construction in progress                                  7,462,554
         Property, plant and equipment                             6,293,196
         Land use rights                                              16,321

         Total assets purchased                    $              24,641,679


         Accounts payables                         $               7,567,033
         Other payables                                            1,103,807
         Shareholders' loan                                        2,593,454
         Short term loan                                           2,335,660
         Tax payable                                                 179,920
         Accrued expenses                                            469,138
         Long term loan                                              300,166

         Total liabilities assumed                 $              14,549,178

         Net assets acquired                       $              10,092,501
                                                        ====================

         Total cash consideration paid             $                       -
                                                        =====================

    See accompanying notes to the condensed consolidated financial statements

<PAGE>


                        NT HOLDING CORP. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 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 Tagalder C3 Holdings Inc. ("Tagalder"),  Hopeful Asia
Limited  ("Hopeful")  and its 75% owned  subsidiary  Fujia  Coking and  Chemical
Company   Limited   ("FJCC"),    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.

<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 on  discontinued  operations in
the  statement  of  operations  for both the current  quarter and for the period
ended June 30, 2006.

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

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, 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.  As of the date of this  report,  the Company  did not provide  Grand
Canal with any substitute consideration agreeable to Grand Canal.


<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 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
June 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 of area 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 June 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 7.9956 RMB to 1.00 US dollar  for assets and  liabilities,
weighted average exchange rates of 8.0063 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 $0 for the  current
quarter and $0 for the period ended June 30, 2006.


<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.  Prepayments  and other  receivables as of June 30, 2006 and December 31,
2005 are summarized as follows:

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

Other receivables                  $       6,714,668   $          45,205
Receivable from subsidiary sales             800,000                  --
                                   -----------------   -----------------

Total                              $       7,514,668   $          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 as of June 30, 2006 and December 31, 2005 are summarized as follows:

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

Raw materials                      $       1,282,064   $              --
Work in progress                             947,641                  --
Finished goods                             2,655,512                  --
                                   -----------------   -----------------

Total                              $       4,885,217   $              --
                                   =================   =================

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. The breakdowns of the accounts
payable as of June 30, 2006 and December 31, 2005 are as follows:


<PAGE>

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

Accounts payable                   $       7,568,883   $              --
Accrued expenses                             474,638               7,683
Short term borrowing                              --             639,654
                                   -----------------   -----------------

TOTAL                              $       8,043,521   $         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.  Other payables for the period ended June 30, 2006
are 4,803,807.


                                       1
<PAGE>


NOTE 10 - DUE TO STOCKHOLDERS

<TABLE>
<CAPTION>
                                                                        June                 December
                                                                       30, 2006               31, 2005
                                                                       --------               --------
                                                                     (unaudited)

<S>                                                           <C>                        <C>
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 C3                                                                                             45,162

Shanxi Jinhai
   Due to shareholder of Shanxi Jinhai (4)                                  2,593,454                     -

                                                                 ---------------------   -------------------
TOTAL                                                         $             2,743,454  $            241,407
                                                                 =====================   ===================
</TABLE>




(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
(4)           Amounts due to the  stockholders of Shanxi Jinhai by Shanxi Jinhai
              are unsecured,  interest free, and have no fixed repayment  terms.
              The  amount  represents  advance  by the  stockholders  for Shanxi
              Jinhai's operations.

NOTE 11 - PROPERTY, PLANT AND EQUIPMENT

<TABLE>
<CAPTION>
                                                                        June                 December
                                                                       30, 2006               31, 2005
                                                                       --------               --------
                                                                     (unaudited)

<S>                                                           <C>                                         <C>
At cost:

   Buildings                                                  $             2,859,308                     -
   Machinery and equipment                                                  3,032,064                     -
   Motor Vehicles                                                             199,993                     -
   Office equipment                                                            44,687                     -
                                                                 ---------------------   -------------------
                                                                            6,136,052
                                                                 ---------------------   -------------------
Less: Accumulated depreciation                                                                            -

   Buildings                                                  $               404,836  $                  -
   Machinery and equipment                                                  1,068,475                     -
   Motor Vehicles                                                             100,593                     -
   Office equipment                                                            29,890                     -
                                                                 ---------------------   -------------------
                                                                            1,603,794
                                                                 ---------------------   -------------------

Plant and equipment , net                                     $             4,532,258                     -
                                                                 =====================   ===================
</TABLE>



                                       2
<PAGE>

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 June 30, 2006 is 5,472,854.

NOTE 13 - LAND USE RIGHTS

According  to the law of  China,  the  government  owns all the  land in  China.
Companies  are  authorized  to possess and use of land  through  land use rights
granted by the Chinese government. Land use rights are being amortized using the
straight-line  method over the lease term of 40 to 50 years.  The amount of land
use rights for June 30, 2006 is 11,754.

NOTE 14 - 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.

<TABLE>
<S>                                                                           <C>
              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
</TABLE>

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




Unaudited statement of operations of PT Borneo:
<TABLE>
<CAPTION>
                                                                    June 30, 2006         June 30, 2005

<S>                                                             <C>                   <C>
Revenue                                                         $                   - $                   -

Cost of goods sold                                                                  -                     -

                                                                     -----------------    ------------------
Gross profit (loss)                                                                 -                     -

Operating expenses
   Administrative expenses                                                          -                     -
   Finance expense                                                                  -                     -
                                                                     -----------------    ------------------
                                                                                    -                     -

Profit (loss) from operation                                                        -                     -

Other income                                                                        -                     -

                                                                     -----------------    ------------------
Profit (loss) before taxation                                                       -                     -

Income tax                                                                          -                     -

                                                                     -----------------    ------------------
Net profit (loss)                                               $                   - $                   -
                                                                     =================    ==================
</TABLE>


The following  unaudited pro forma combined  condensed  statements of income for
the period ended June 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.

<TABLE>
<CAPTION>
                                                                            Pro Forma Combined
                                                                    June 30, 2006         June 30, 2005

<S>                                                             <C>                   <C>
Revenue                                                         $                   - $                   -

Gross profit                                                                        -                     -

Income from operations                                                       (29,204)                     -

Net income (loss)                                               $             909,787 $            (40,085)

Net income (loss) per share
    Basic and diluted                                           $                0.04 $              (0.00)

    Basic and diluted                                                   25,839,203           25,839,203
</TABLE>


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.

<TABLE>
<S>                                                                           <C>
              Cash and bank                                                   $            706,494
              Other receivables                                                          5,277,897
              Inventories                                                                4,885,217
              Construction in progress                                                   7,462,554
              Property, plant and equipment                                              6,293,196
              Land use rights                                                               16,321

              Total assets purchased                                                    24,641,679


              Accounts payables                                               $          7,567,033
              Other payables                                                             1,103,807
              Shareholders' loan                                                         2,593,454
              Short term loan                                                            2,335,660
              Tax payable                                                                  179,920
              Accrued expenses                                                             469,138
              Long term loan                                                               300,166

              Total liabilities assumed                                       $         14,549,178

              Net assets                                                      $         10,092,501

              Minority interest at 42%                                                   4,238,851

              Net assets acquired at 58%                                                 5,853,650
              Total considerations paid                                                  2,000,000

              Negative goodwill                                               $        (3,853,650)

              Negative goodwill proportionately applied to
              Property, plant and equipment                                   $        (1,760,938)
              Negative goodwill proportionately applied to
              Construction in progress                                                 (2,088,145)
              Negative goodwill proportionately applied to
              Land use rights                                                              (4,567)

              Total                                                           $          3,853,650
</TABLE>


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

Unaudited statement of operations of Shanxi Jinhai

<TABLE>
<CAPTION>
                                                                    June 30, 2006          June 30, 2005

<S>                                                             <C>                    <C>
Revenue                                                         $           10,875,975 $           1,492,902

Cost of goods sold                                                        (10,131,901)             1,688,427

                                                                     ------------------    ------------------
Gross profit (loss)                                                            744,074             (195,525)

Operating expenses
   Administrative expenses                                                     143,412                53,765
   Finance expense                                                             266,683               157,691
                                                                     ------------------    ------------------
                                                                               410,095               211,456

Profit (loss) from operation                                                   333,979             (406,981)

Other income                                                                    12,346                81,356

                                                                     ------------------    ------------------
Profit (loss) before taxation                                                  346,325             (325,625)

Income tax                                                                     114,701                   122

                                                                     ------------------    ------------------
Net profit (loss)                                               $              231,624 $           (325,503)
                                                                     ==================    ==================
</TABLE>


The following  unaudited pro forma combined  condensed  statements of income for
the period ended June 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.

<TABLE>
<CAPTION>
                                                                            Pro Forma Combined
                                                                    June 30, 2006         June 30, 2005

<S>                                                             <C>                   <C>
Revenue                                                         $          10,875,975 $           1,492,902

Gross profit (loss)                                                           744,074             (195,525)

Income (loss) from operations                                                 317,104             (359,167)

Net income (loss)                                               $           1,073,334 $           (229,018)

Net income per share
    Basic and diluted                                           $                0.04 $              (0.01)

    Basic and diluted                                                      25,839,203            25,839,203
</TABLE>


NOTE 15 - 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 June 30, 2006. The increase in short-term and long-term
bank loans is from the acquisition of Shanxi Jinhai.

NOTE 16 - TAX PAYABLE

Tax  payable  mainly  represents  the net of profits tax  payable  amounting  to
$216,691 as at June 30, 2006.  The tax payable is caused by the  acquisition  of
Shanxi Jinhai during the period.

NOTE 17 - SUBSEQUENT EVENT

Letter of Intent signed with Euro - Pacific Minerals Development Corporation

On August 5,  2006,  the  Company  entered  into a letter of intent  with Euro -
Pacific Minerals Development Corporation ("Euro"), a private company established
in The Philippines in 2006, to acquire 40% of the equity of Euro. Euro owns a 25
year mining right granted by The Philippines Government to exploit and produce a
nickel ore  located in The  Philippines.  Euro has  approximately  10  permanent
employees.  The Company proposed to acquire its 40% equity stake of Euro for not
more than US$800,000.

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 six months ended June 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   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

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.

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 - THREE MONTHS ENDED JUNE 30, 2006 AS COMPARED TO THREE
MONTHS ENDED JUNE 30, 2005

General and Administrative

General and  administrative  expenses  amounted to $29,204 for the quarter ended
June 30, 2006 for audit and legal expenses in NTHH holding company level.

Net Loss

The net loss for the  current  quarter  amounted to $29,204 as a result from our
professional fees incurred in NTHH holding company level.


RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 2006 AS COMPARED TO SIX MONTHS
ENDED JUNE 30, 2005

General and Administrative

General and  administrative  expenses  amounted to $29,204 for the period  ended
June 30, 2006 for audit and legal expenses in NTHH holding company level.

Net Loss

The net loss for the  current  quarter  amounted to $29,204 as a result from our
professional fees incurred in NTHH holding company level.

LIQUIDITY AND CAPITAL RESOURCES

Cash

Our cash  balance as of June 30, 2006 was  $713,810.  Compared to the year ended
December  31,  2005,  our  cash  increased  by  $616,641.  This was  mainly  due
consolidation  of 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 June 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.

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 June 30,
2006.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

There has been no material default for the quarter ended June 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

Appointment of officers and directors

On March 15, 2006, Mr. Loo Pak Hong was appointed as our Chief Financial
Officer. On April 5, 2006, Mr. Loo Pak Hong was further appointed to the
Company's Board of Directors.

There were no transactions during the last two years, or proposed  transactions,
to which the Company was or is to be a party,  in which the new director had, or
are to have, a direct or indirect  material  interest.  The new director has 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



<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: August 21, 2006


/s/ Loo Pak Hong
---------------------------------------
Loo Pak Hong
CHIEF FINANCIAL OFFICER
DATED: August 21, 2006