UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-QSB/A (Mark One)  XQuarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended June 30, 2006  oTransition 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. YesXNo  Check whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act)YesNoX  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  NYCDMS/431734.4  Explanatory Note  In November 2006, the Companys Board of Directors determined that the Companys financial statements for the quarters ended June 30, 2006 filed with the Securities and Exchange Commission on August 22, 2006 contained certain material inaccuracies and should be restated. The Companys Board of Directors determined that items on its balance sheets including inventories were materially overstated and that certain liabilities including other payables were materially understated, and that other items on the balance sheet were incorrect. The reason for these inaccuracies was due to audit adjustments made on Shanxi Jinhais 2004 and 2005 accounts. Management reconstructed the financial statements for the quarter ended June 30, 2006. As a result of the foregoing, the Company has restated its financial statements for the six months ended June 30, 2006. The restatement resulted in no change to net income or earnings per share   NYCDMS/431734.4   -------------------------------- TABLE OF CONTENTS --------------------------------  PART I - FINANCIAL INFORMATION  Item  1. Financial Statements n Condensed Consolidated Balance Sheets  n Condensed Consolidated Statements of Operations and Comprehensive Income n Condensed Consolidated Statements of Cash Flows n 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  NYCDMS/431734.4  PART I - FINANCIAL INFORMATION  ITEM 1. FINANCIAL STATEMENTS  NT HOLDING CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS   June 30, 2006December 31, 2005(Unaudited)RestatedCURRENT ASSETSCash and cash equivalents$618,692$97,169Inventories3,688,130-Prepayments and other receivables5,160,52445,205Total Current Assets9,467,346142,374NON CURRENT ASSETSProperty, plant and equipment4,872,599-Construction in progress6,310,015409,104Goodwill564,939-Total Non Current Assets11,747,553409,104TOTAL ASSETS$21,214,899$551,478CURRENT LIABILITIESAccounts payable and accrued expenses$3,284,475$647,337Other payables5,819,259-Due to stockholders150,000241,407Deferred Revenue3,909,951-Tax payable401,045-  NYCDMS/431734.4   Short term loan2,548,277-Total Current Liabilities16,113,007888,744Non CURRENT LIABILITESLong term loan300,166-TOTAL LIABILTIES16,413,173888,744MINORITY INTEREST4,146,260-STOCKHOLDERS' EQUITYPreferred 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 andDecember 31 200525,83925,839Additional paid-in capital859,061859,061Accumulated deficit(229,434)(1,139,221)Accumulated other comprehensive (loss)-(82,945)Total stockholders' equity655,466(337,266)TOTAL LIABILITIES AND$21,214,899$551,478STOCKHOLDERS' EQUITY  See accompanying notes to the condensed consolidated financial statements  NYCDMS/431734.4  NT HOLDING CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)   Six months Ended June 30, 2006Six months Ended June 30, 2005Three Months Ended June 30 2006Three Months Ended June 30 2005(unaudited)(unaudited)(unaudited)(unaudited)REVENUES$-$-$-$-OPERATING EXPENSESDepreciation and amortization----General and administrative expenses29,204-29,204-TOTAL OPERATING EXPENSES29,204-29,204-(LOSS) FROM OPERATIONS(29,204)-(29,204)-OTHER INCOMEInterest income-6-2Interest 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  NYCDMS/431734.4   Loss from discontinued operations(88,035)(31,843)912(12,210)Gain on disposal of subsidiary1,027,026-1,027,026-Income from discontinued operations938,991(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 SHARESOUTSTANDING:BASIC AND DILUTED25,538,54425,538,54425,538,54425,538,544  See accompanying notes to the condensed consolidated financial statements  NYCDMS/431734.4  NT HOLDING CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)   Six Months Ended June 30, 2006Six Months Ended June 30, 2005(Unaudited)(Unaudited)RestatedCASH FLOWS FROM OPERATING ACTIVITIES:Net profits (loss)$909,787$(40,085)Adjustments to reconcile net profits (loss) to netcash used in operating activities:Depreciation and amorisation-1,363Gain from discontinued operations(938,991)-Changes in assets and liabilties:Increase in accounts payable and accrued expenses-20,037Net cash used in operating activities(29,204)(18,685)CASH FLOWS FROM INVESTING ACTIVITIES:Increase in cash from acqiusition of subsidiaries611,376-Decrease in cash from disposal of subsidiaries(60,649)-Net cash used in investing activities550,727-NET INCREASE (DECREASE) IN CASH521,523(18,685)EFFECT OF FOREIGN EXCHANGE RATE CHANGES--CASH AT BEGINNING PERIOD97,16985  NYCDMS/431734.4   CASH AT END OF PERIOD$618,692$(18,600)SUPPLEMENTAL CASH FLOW INFORMATIONCash paid for interest$-$-Cash paid for income taxes$-$-  Non cash investing and financing activities  On June 30, 2006, the Company completed the acquisition of Shanxi Jinhai for $2,000,000 cash. The consideration has not been paid as at June 30, 2006. The following represents the assets purchased and liabilities assumed at the acquisition date:  Cash and bank$611,376Other receivables and prepayments2,923,752Inventories3,688,130Construction in progress8,022,541Property, plant and equipment6,293,196Total assets purchased$21,538,995Accounts payables$2,072,218Other payables2,119,259Deferred Revenue3,909,951Short term loan2,548,277Tax payable364,273Accrued expenses1,204,907Long term loan300,166Total liabilities assumed$12,519,051Net assets acquired$9,019,944Total considerations paid$-  See accompanying notes to the condensed consolidated financial statements  NYCDMS/431734.4  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), 100% owned 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  NYCDMS/431734.4  into by and among the Company, Alan Lew, Tagalder, and the Shareholders of Tagalder (the "Shareholders"), the Company acquired all of the issued and outstanding common stock of Tagalder from the Shareholders in exchange for a total of 19,946,000 shares of the Company's common stock. For accounting purposes such share exchange was treated as an acquisition of NTHH by, and a re-capitalization of, Tagalder. Tagalder is the accounting acquirer and the results of its operations carry over. Accordingly, the operations of NTHH are not carried over and are adjusted to $0.  Tagalder entered into an Agreement for Share Purchase dated June 26, 2005 to purchase 100% ownership of Hopeful, which is the owner of 75% of FJCC.  Such acquisition was accounted for in the financial statements of the Company under purchase accounting.  On 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  NYCDMS/431734.4  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 GCNL.  The total consideration to be issued by the Company will be 9,023,200 shares of the common stock of GCNL that is owned by the Company in exchange for 62.5% of the equity ownership of Lingu. As of the date of this report, 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, recinding both of these agreements and unwinding the deal altogether. As a result of the Rescission Agreement, NT shall not be responsible for providing any projects to Grand Canal, and all ownership of Grand Canal will transfer to its original shareholders.  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  NYCDMS/431734.4  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.  NOTE 6 PREPAYMENTS AND OTHER RECEIVABLES  Other receivables of the Company amounting to 4,360,524 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,
2006December 31, 2005(unaudited)Other receivables$4,360,524$45,205Receivable from subsidiary sales800,000-Total$5,160,524$45,205  NOTE 7  INVENTORIES  Inventories consisting of raw materials, work-in-progress and finished goods are stated at the lower of weighted average cost or market value. Inventories are coking coals, coke and cast irons.  Inventories as of June 30, 2006 and December 31, 2005 are summarized as follows:  June 30,
2006December 31, 2005(unaudited)Raw materials$1,178,190$-Work in progress506,754-Finished goods2,003,186-Total$3,688,130$-  NYCDMS/431734.4     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:  June 30,
2006December 31, 2005(unaudited)Accounts payable$2,074,068$-Accrued expenses1,210,4077,683Short term borrowing-639,654TOTAL$3,284,475$647,337  NOTE 9  OTHER PAYABLES  Other payables of the Company are payables to the ex-shareholders of PT Borneo and Shanxi Jinhai for the acquisition and some non-interest bearing short term advances from third parties and Shanxi Jinhais stockholders. Other payables for the period ended June 30, 2006 are 5,819,259  NOTE 10  DUE TO STOCKHOLDERS  June
30, 2006December
31, 2005(unaudited)NTHH:$$Due to PNC Labs, Inc. (1)150,000150,000Total NTHH150,000150,000C3:Due to ex-shareholders of Hopeful Asia (2)-46,245Total C3-46,245Hopeful Asia:Due to ex-shareholders of Hopeful Asia (3)-45,162Total C345,162TOTAL$150,000$241,407  NYCDMS/431734.4     (1) Pursuant to the terms of the Tagalder Share Exchange Agreement, the Company acquired all of the issued and outstanding common stock of Tagalder from the Shareholders in exchange for a total of 19,946,000 shares of the common stock of the Company and an additional consideration of $150,000 shall be paid to PNC Labs, Inc. upon the earlier to occur of (a) the Company successfully raising at least $150,000 from third party investors, or (b) November 1, 2006. (2) Pursuant to the terms of the Agreement for Share Purchase to purchase 100% ownership of Hopeful Asia Limited by Tagalder, for a period of 12 months from Closing, upon FJCC distributing dividends in cash to Tagalder, Tagalder is obligated to remit 10% of the dividends received to the selling shareholders of Hopeful Asia Limited.  The Company originally estimated that $46,245 would be paid by Tagalder to the selling shareholders of Hopeful Asia Limited as payment for acquisition within the next 12 months and had recorded the amount as a current liability. (3) Amounts due to the ex-stockholders of Hopeful Asia by Hopeful Asia are unsecured, interest free, and have no fixed repayment terms  NOTE 11  PROPERTY, PLANT AND EQUIPMENT  June
30, 2006December
31, 2005(unaudited)At cost:Buildings$3,232,726$-Machinery and equipment3,285,650-Motor Vehicles36,987-Office equipment138,361-6,693,724Less: Accumulated depreciation(1,821,125)-Plant and equipment , net$4,872,599$-  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 6,310,015.  NOTE 13  DEFERRED REVENUE  Deferred revenue represents customer deposits received by subsidiary Shanxi Jinhai. Common for the industry in PRC, suppliers often do not sell products to others without receiving payment in  NYCDMS/431734.4  advance. Consequently, the Company receives payment for much of its products it sells in advance of shipping it, and perhaps even before it is manufactured.  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.  Other receivables$1,100,000Construction in progress98,445Total assets purchased1,198,445Accrued expenses$5,500Total liabilities assumed5,500Net assets$1,192,945Minority interest at 30%357,884Net assets acquired at 70%835,061Total consideration paid1,400,000Goodwill564,939  The results of operations for PT Borneo for the period are included in the consolidated results of operations commencing July 1, 2006.   Unaudited statement of operations of PT Borneo: June 30, 2006June 30, 2005Revenue$-$-Cost of goods sold--Gross profit (loss)--Operating expensesAdministrative expenses--Finance expense--  NYCDMS/431734.4   --Profit (loss) from operation--Other income--Profit (loss) before taxation--Income tax--Net profit (loss)$-$-  The following unaudited pro forma combined condensed statements of income for the period ended June 30, 2006 and 2005 have been prepared as if the acquisition had occurred on January 1, 2006 and 2005. The statements are based on accounting for the business acquisition under purchase accounting. The pro forma information may not be indicative of the results that actually would have occurred if the merger had been in effect from and on the dates indicated or which may be obtained in the future.  Pro Forma CombinedJune 30, 2006June 30, 2005Revenue$-$-Gross profit--Income from operations(29,204)-Net income (loss)$909,787$(40,085)Net income (loss) per shareBasic and diluted$0.04$(0.00)Basic and diluted25,839,20325,839,203               NYCDMS/431734.4     Shanxi Jinhai acquisition  The accompanying condensed consolidated financial statements include the following allocation of the acquisition cost to the net assets acquired based on their respective fair values.  Cash and bank$611,376Other receivables2,923,752Inventories3,688,130Construction in progress8,022,541Property, plant and equipment6,293,196Total assets purchased21,538,995Accounts payables$2,072,218Other payables2,119,259Short term loan2,548,277Deferred Revenue3,909,951Tax payable364,273Accrued expenses1,204,907Long term loan300,166Total liabilities assumed$12,519,051Net assets$9,019,944Minority interest at 42%3,788,376Net assets acquired at 58%5,231,568Total considerations paid2,000,000Negative goodwill$3,231,568Negative goodwill proportionately applied toProperty, plant and equipment$(1,420,597)Negative goodwill proportionately applied toConstruction in progress(1,810,971)Total$-   The results of operations for Shanxi Jinhai for the period are included in the consolidated results of operations commencing July 1, 2006.  NYCDMS/431734.4  Unaudited statement of operations of Shanxi Jinhai June 30, 2006June 30, 2005Revenue$10,875,024$1,492,902Cost of goods sold10,080,3341,688,427Gross profit (loss)794,690(195,525)Operating expensesAdministrative expenses158,86353,765Finance expense266,659157,691425,522211,456Profit (loss) from operation369,168(406,981)Other income12,34581,356Profit (loss) before taxation381,513(325,625)Income tax127,148122Net profit (loss)$254,365$(325,503)  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.  Pro Forma CombinedJune 30, 2006June 30, 2005Revenue$10,875,024$1,492,902Gross profit (loss)794,690(195,525)Income (loss) from operations184,913(359,167)Net income (loss)$1,057,319$(229,018)Net income per shareBasic and diluted$0.04$(0.01)Basic and diluted25,839,20325,839,203   NYCDMS/431734.4  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 $401,045 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.  NOTE 18  RESTATEMENT  In November 2006, the Companys Board of Directors determined that the Companys financial statements for the quarters ended June 30, 2006 filed with the Securities and Exchange Commission on August 22, 2006 contained certain material inaccuracies and should be restated. The Companys Board of Directors determined that items on its balance sheets including inventories were materially overstated and that certain liabilities including other payables were materially understated, and that other items on the balance sheet were incorrect. The reason for these inaccuracies was due to audit adjustments made on Shanxi Jinhais 2004 and 2005 accounts. Management reconstructed the financial statements for the quarter ended June 30, 2006. As a result of the foregoing, the Company has restated its financial statements for the six months ended June 30, 2006. The restatement resulted in no change to net income or earnings per share.  The changes to the financial statements as restated are as follows: June 30, 2006RestatedPreviously ReportedCash and cash equivalents$618,692713,810Inventories3,688,1304,885,217Prepayments and other receivables5,160,5247,514,668Property plant and equipment4,532,2584,872,599  NYCDMS/431734.4   Construction in progress5,472,8546,310,015Total assets23,695,50021,214,899Accounts payable and accrued expenses8.043.5213,284,475Other payables4,803,8075,819,259Due to stockholders2,743,454150,000Tax payable216,691401,045Short term loan2,335,6602,548,277Long term loan300,166300,166Minority interest4,596,7354,146,260Common stock25,83925,839Additional paid-in capital859,061859,061Accumulated deficit(229,434)(229,434)Accumulated other comprehensive loss--Total liabilities and stockholders equity$23,695,50021,214,899  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  NYCDMS/431734.4  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  NYCDMS/431734.4   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 $618,692.  Compared to the year ended December 31, 2005, our cash increased by $521,523.  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  NYCDMS/431734.4  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.   NYCDMS/431734.4  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   NYCDMS/431734.4  SIGNATURES  In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.    NT HOLDING CORP.    /s/ Chun Ka Tsun --------------------------------------- CHUN KA TSUN CHAIRMAN AND CHIEF EXECUTIVE OFFICER DATED: November 14, 2006   /s/ Loo Pak Hong --------------------------------------- Loo Pak Hong CHIEF FINANCIAL OFFICER DATED: November 14, 2006   NYCDMS/431734.4