UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
                                   (Mark One)

|X|   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934. For the quarterly period ended March 31, 2007

|_|   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)               s (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 May 14, 2007
--------------------------------------------------------------------------------
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

            |X|   Condensed Consolidated Balance Sheets                    F-1

            |X|   Condensed Consolidated Statements of Operations and
                  Comprehensive Income                                     F-2

            |X|   Condensed Consolidated Statements of Cash Flows          F-3

            |X|   Notes to Condensed Consolidated Financial Statements     F-4

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

Item  3.    Controls and Procedures                                          4

PART II - OTHER INFORMATION

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

                                        i
<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS

                        NT HOLDING CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                    March 31,     December 31,
                                                                      2007            2006
                                                                  ------------    ------------
                                                                   (UNAUDITED)
<S>                                                               <C>             <C>
CURRENT ASSETS
   Cash and cash equivalents                                      $      6,409    $     38,519
   Accounts receivable                                               2,080,775       3,243,645
   Inventories                                                       3,960,186       2,899,177
   Prepayments and other receivables                                 2,834,562       3,542,300
                                                                  ------------    ------------
                    Total Current Assets                             8,881,932       9,723,641
                                                                  ------------    ------------

NON CURRENT ASSETS
  Property, plant and equipment                                      4,468,384       4,820,376
  Construction in progress                                           4,085,810       6,569,495
                                                                  ------------    ------------
                    Total Non Current Assets                         8,554,194      11,389,871
                                                                  ------------    ------------

TOTAL ASSETS                                                      $ 17,436,126    $ 21,113,512
                                                                  ============    ============

CURRENT LIABILITIES
  Accounts payable and accrued expenses                           $  4,088,551    $  6,692,621
  Other payables                                                     3,996,590       4,516,603
  Due to stockholders                                                   10,000          10,000
  Deferred revenue                                                   4,872,813       5,321,241
  Tax payable                                                          364,022         271,192
  Short term loan                                                    1,546,305       1,384,911
                                                                  ------------    ------------
                    Total Current Liabilities                       14,878,281      18,196,568
                                                                  ------------    ------------

Non-CURRENT LIABILITIES
   Long term loan                                                      307,417         307,417
                                                                  ------------    ------------

TOTAL LIABILITIES                                                   15,185,698      18,503,985
                                                                  ------------    ------------

MINORITY INTEREST                                                    3,166,168       3,314,481

STOCKHOLDERS' DEFICIT
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 March 31, 2007 and
December 31, 2006                                                       25,839          25,839
Additional paid-in capital                                             859,061         859,061
Accumulated deficit                                                 (1,985,838)     (1,781,025)
Accumulated other comprehensive income                                 185,198         191,171
                                                                  ------------    ------------
                    Total Stockholders' Deficit                       (915,740)       (704,954)
                                                                  ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                       $ 17,436,126    $ 21,113,512
                                                                  ============    ============
</TABLE>

         See accompanying notes to the consolidated financial statements


                                      F-1
<PAGE>


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

                                            Three months      Three months
                                       ended March 31, 2007 ended March 31, 2006
                                            ------------       ------------
REVENUES                                    $  5,288,050       $     76,923

COST OF SALES                                  5,268,638                 --
                                            ------------       ------------
GROSS PROFIT                                      19,412             76,923

OPERATING EXPENSES
   Selling and distribution expenses               1,657                 --
   General and administrative expenses           260,322            166,093
                                            ------------       ------------

TOTAL OPERATING EXPENSES                         261,979            166,093
                                            ------------       ------------

LOSS FROM OPERATIONS                            (242,567)           (89,170)

OTHER INCOME
   Interest income                                    --                223
   Interest expense                             (102,173)                --
   Other income (expense)                         (9,647)                --
                                            ------------       ------------
NET OTHER (EXPENSE) INCOME                      (111,820)               223
                                            ------------       ------------

LOSS FROM CONTINUING OPERATIONS                 (354,387)           (88,947)
TAX EXPENSE                                        1,261                 --
                                            ------------       ------------
LOSS AFTER TAXATION                             (353,126)           (88,947)

MINORITY INTERESTS                               148,313                 --
                                            ------------       ------------

NET LOSS                                    $   (204,813)      $    (88,947)
                                            ============       ============

FOREIGN CURRENCY TRANSLATION                      (5,973)              (978)
                                            ------------       ------------
COMPREHENSIVE LOSS                          $   (210,786)      $    (89,925)
                                            ============       ============


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

WEIGHTED AVERAGE SHARES
OUTSTANDING:
  BASIC AND DILUTED                           25,839,203         25,538,544

s         See accompanying notes to the consolidated financial statements


                                      F-2
<PAGE>



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

<TABLE>
<CAPTION>
                                                            Three months      Three months
                                                           ended March 31,    ended March 31,
                                                                2007              2006
                                                            -----------       -----------
<S>                                                         <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                    $  (204,813)      $   (88,947)
Adjustments to reconcile net profits (loss) to net
  cash provided by operating activities:
     Depreciation and amortization                            2,749,967                --
     Minority interests                                        (148,313)               --

Changes in operations assets and liabilties,
net of acquisitions:
(Increase) /  Decrease in:
      Accounts receivable                                     1,162,870                --
      Inventories                                            (1,061,009)               --
     Other receivables and prepayments                          707,738             8,178
Increase / (Decrease) in
      Accounts payable and accrued expenses                  (2,604,070)          462,195
      Other payables                                           (520,013)               --
      Deferred revenue                                         (448,428)               --
      Tax payable                                                92,863                --
                                                            -----------       -----------
      Net cash provided by operating activities                (273,208)          381,426

CASH FLOWS FROM INVESTING ACTIVITIES:
       Decrease (Increase) in construction in progress        2,483,685          (419,005)
       Purchase of property, plant and equipment             (2,398,008)               --
                                                            -----------       -----------
      Net cash used in investing activities                      85,677          (419,005)

CASH FLOWS FROM FINANCING ACTIVITIES:
        Increase in short term loan                             161,394                --
                                                            -----------       -----------
      Net cash used in financing activities                     161,394                --

NET INCREASE (DECREASE) IN CASH                                 (26,137)          (37,579)

EFFECT OF FOREIGN EXCHANGE RATE CHANGES                          (5,973)             (978)

CASH AT BEGINNING PERIOD                                    $    38,519       $    97,169
                                                            -----------       -----------

CASH AT END OF PERIOD                                       $     6,409       $    58,612
                                                            ===========       ===========

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

         See accompanying notes to the consolidated financial statements


                                      F-3
<PAGE>



                        NT HOLDING CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2007
--------------------------------------------------------------------------------

NOTE 1 - BASIS OF PRESENTATION

The consolidated financial statements of NT Holding Corp. and subsidiaries (the
"Company") have been prepared in accordance with generally accepted accounting
principles for 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 American for complete financial
statements. However, such information reflects all adjustments (consisting 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
consolidated balance sheet information as of March 31, 2007 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, 2006. These annual
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.

                                      F-4
<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. On October 31, 2006, the Company entered into a
Rescission Agreement (the "Rescission Agreement") with Grand Canal rescinding
the previous agreements between the parties. The parties had previously entered
into two agreements: (i) an agreement on June 17, 2006 wherein the parties
agreed that Grand Canal would 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; and (ii) an agreement on April 7, 2006, wherein the
Company sold all of its interest in Tagalder C3 Holdings to Grand Canal in
exchange for 39,702,080 shares of Grand Canal. Due to certain subsequent events,
the parties have mutually determined that it is in the best interest of each of
the parties to execute the Rescission Agreement, rescinding both of these
agreements and unwinding the deal altogether. As a result of the Rescission
Agreement, NTHH shall not be responsible for providing any projects to Grand
Canal, and all ownership of Grand Canal will transfer to its original
shareholders. As of March 31, 2007 and as of the date of this report, the board
of directors of the Company was not satisfied with the due diligence results of
Lingu and the acquisition of Lingu was not closed. The board of directors
determined that the Company will not acquire the equity interest of Lingu.

                                      F-5
<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 year ended and as of
December 31, 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 March 31, 2007 and December 31, 2006 due to the
relatively short-term nature of these instruments.

                                      F-6
<PAGE>


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 7.807 RMB to 1.00 US dollar for assets and liabilities,
weighted average exchange rates of 7.939 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 $5,973 for the quarter
ended March 31, 2007.

NOTE 6 - FINANCIAL CONDITION AND GOING CONCERN

The Company's financial statements have been presented on the basis that it will
continue as a going concern, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business. The Company
incurred a net loss of $204,813 for the period ended March 31, 2007 and has
negative working capital of $5,996,349. These factors raise substantial doubt as
its ability to continue as a going concern.

There are no assurances that the Company will be able to obtain debt / equity
financing to sustain its operations or generate sufficient revenues to sustain
its operations and repay existing debts.


                                      F-7
<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, 2006, as amended (which is
also incorporated by reference herein) and (2) Quarterly Report on Form 10-QSB
for the three months ended March 31, 2007.

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.

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.


                                       2
<PAGE>

RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2007 AS COMPARED TO YEAR
ENDED MARCH 31, 2006

Revenues and cost of sales

Our revenue increased from $76,923 for the quarter ended March 31, 2006 to
$5,288,050 for the quarter ended March 31, 2007. The increase is attributable to
our acquisition of Jinhai operations in June 2006. Cost of sales increased also
from $0 for year ended quarter ended March 31, 2006 to $5,268,638 for the
quarter ended March 31, 2007. Increase in cost of sales is a result of increase
in revenues for the quarter ended March 31, 2007 against same period last year,
which is also due to our acquisition of Jinhai operations in June 2006.

For the quarter ended March 31, 2007 we achieved a gross profit of $19,412 from
our operations, which was due to our Jinhai operations that we acquired in June
2006.

Operating expenses

For the quarter ended March 31, 2007 we incurred a total of $1,657 selling and
distribution expenses to support our operations. Compared to the quarter ended
March 31, 2006, we did not incur any selling and distribution expenses. Such
increase is attributable to the acquisition of Jinhai operations during June
2006. Jinhai incurred selling and distribution expenses during the quarter ended
March 31, 2007 for the purpose of marketing its products to its customers.

We incurred a total of $260,322 general and administrative expenses for the
quarter ended March 31, 2007 as compared to $166,093 for the quarter ended March
31, 2006. Increase in general and administrative expenses is mainly attributable
to new administrative overhead as a result of Jinhai acquisition during June
2006.

Net loss after taxation

We incurred a net loss of $354,387 for the quarter ended March 31, 2007. The net
loss is mainly due to the operating loss from our Jinhai operations that we
acquired in June 2006.

LIQUIDITY AND CAPITAL RESOURCES

Cash

Our cash balance as of March 31, 2007 was $6,409. Compared to the year ended
December 31, 2006, our cash decreased by $32,110.

We are currently funding our operations from cash flow from operations as a
result of our Jinhai operations.


                                       3
<PAGE>

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 March 31, 2007 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.


                                       4
<PAGE>

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

There has been no unregistered sale of equity for the quarter ended March 31,
2007.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

There has been no material default for the quarter ended March 31, 2007.

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

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

ITEM 5 - OTHER INFORMATION

Change in auditor

On March 19, 2007, our board approved to reengage Madsen & Associates CPAs, Inc.
to take over the audit responsibilities from Child, Van Wagoner & Bradshaw,
P.L.L.C. and Child, Van Wagoner & Bradshaw, P.L.L.C. was dismissed on that same
date. Child, Van Wagoner & Bradshaw, P.L.L.C. had been appointed on February 24,
2006 as our independent auditor.

Since the engagement of Child, Van Wagoner & Bradshaw, P.L.L.C. on February 24,
2006, we have not consulted with Madsen, or any other auditor, regarding any
accounting or audit concerns, to include, but not by way of limitation, those
stated in Item 304(a)(2) of Regulation S-B.

During the period that Child, Van Wagoner & Bradshaw, P.L.L.C. served as the our
auditor and through the date of dismissal, we have not had any disagreements
with Child, Van Wagoner & Bradshaw, P.L.L.C., whether resolved or not resolved,
on any matter of accounting principals or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to said
accountants' satisfaction, would have caused it to make reference to the subject
matter of the disagreements(s) in connection with its report.

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


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<PAGE>


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



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<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: May 17, 2007

/s/ James Loo
---------------------------------------
JAMES LOO
CHIEF FINANCIAL OFFICER
DATED: May 17, 2007


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