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, 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)                (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 July 31, 2007
--------------------------------------------------------------------------------
Common Stock, $0.001 par value                   25,839,203

Transitional Small Business Disclosure Format (check one):

                                                                  Yes |_| No |X|


                                        1
<PAGE>

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

PART I -  FINANCIAL INFORMATION                                                3

Item 1.   Financial Statements                                                 3
            o     Condensed Consolidated Balance Sheets                        3
            o     Condensed Consolidated Statements of Operations and
                  Comprehensive Income                                         4
            o     Condensed Consolidated Statements of Cash Flows              5
            o     Notes to Condensed Consolidated Financial Statements         6
Item 2.   Management's Discussion & Analysis of Financial Condition and
          Results of Operations                                                8
Item 3.   Controls and Procedures                                             11

PART II - OTHER INFORMATION                                                   11

Item 1.   Legal Proceedings                                                   11
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds         11
Item 3.   Defaults Upon Senior Securities                                     11
Item 4.   Submission of Matters to a Vote of Security Holders                 12
Item 5.   Other Information                                                   12
Item 6.   Exhibits                                                            13


                                       2
<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                        NT HOLDING CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                    June 30,      December 31,
                                                                      2007            2006
                                                                  ------------    ------------
                                                                   (UNAUDITED)
<S>                                                               <C>             <C>
CURRENT ASSETS
   Cash and cash equivalents                                      $        644    $     38,519
   Accounts receivable                                               1,902,156       3,243,645
   Inventories                                                              --       2,899,177
   Prepayments and other receivables                                        --       3,542,300
                                                                  ------------    ------------
                    Total Current Assets                             1,902,800       9,723,641
                                                                  ------------    ------------

NON CURRENT ASSETS
   Property, plant and equipment                                            --       4,820,376
   Construction in progress                                                 --       6,569,495
                                                                  ------------    ------------
                    Total Non Current Assets                                --      11,389,871
                                                                  ------------    ------------

TOTAL ASSETS                                                      $  1,902,800    $ 21,113,512
                                                                  ============    ============

CURRENT LIABILITIES
   Accounts payable and accrued expenses                          $      7,350    $  6,692,621
   Other payables                                                    1,700,000       4,516,603
   Due to stockholders                                                      --          10,000
   Deferred revenue                                                         --       5,321,241
   Tax payable                                                              --         271,192
   Short term loan                                                          --       1,384,911
                                                                  ------------    ------------
                    Total Current Liabilities                        1,707,350      18,196,568
                                                                  ------------    ------------

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

TOTAL LIABILITIES                                                    1,707,350      18,503,985
                                                                  ------------    ------------

MINORITY INTEREST                                                      179,402       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 June 30, 2007 and
  December 31, 2006                                                     25,839          25,839
Additional paid-in capital                                             859,061         859,061
Accumulated deficit                                                   (868,852)     (1,781,025)
Accumulated other comprehensive income                                      --         191,171
                                                                  ------------    ------------
                    Total Stockholders' Deficit                         16,048        (704,954)
                                                                  ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                       $  1,902,800    $ 21,113,512
                                                                  ============    ============
</TABLE>

        See accompanying notes to the consolidated financial statements


                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                              Six months ended June 30      Three months ended June 30
                                             ---------------------------    ---------------------------
                                                 2007           2006            2007           2006
                                             ------------   ------------    ------------   ------------
<S>                                          <C>            <C>             <C>            <C>
REVENUES                                     $         --   $         --    $         --   $         --

COST OF SALES                                          --             --              --             --
                                             ------------   ------------    ------------   ------------
GROSS PROFIT                                           --             --              --             --

OPERATING EXPENSES
   Selling and distribution expenses                   --             --              --             --
   General and administrative expenses                 --         29,204              --         29,204
                                             ------------   ------------    ------------   ------------

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

LOSS FROM CONTINUING OPERATIONS                        --        (29,204)             --        (29,204)
  TAX EXPENSE                                          --             --              --             --
                                             ------------   ------------    ------------   ------------

LOSS FROM CONTINUOUS OPERATIONS                        --        (29,204)             --        (29,204)
                                             ------------   ------------    ------------   ------------
DISCONTINUED OPERATIONS
Income (Loss) from discontinued operations        210,786        (88,035)        210,786            912
Gain on disposal of subsidiary                     10,000      1,027,026          10,000      1,027,026
                                             ------------   ------------    ------------   ------------
INCOME FROM DISCONTINUOUS OPERATIONS              220,786        938,991         220,786      1,027,938

NET INCOME                                   $    220,786   $    909,787    $    220,786   $    998,734
                                             ============   ============    ============   ============

NET INCOME PER SHARE:
  BASIC AND DILUITED                         $       0.01   $       0.04    $       0.01   $       0.04

WEIGHTED AVERAGE SHARES OUTSTANDING:
  BASIC AND DILUTED                            25,839,203     25,538,544      25,839,203     25,538,544
</TABLE>

         See accompanying notes to the consolidated financial statements


                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                             Six months      Six months
                                                            ended June 30,  ended June 30,
                                                                2007            2006
                                                            ------------    ------------
<S>                                                         <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                    $    220,786    $    909,787
Adjustments to reconcile net profits (loss) to net cash
  provided by operating activities:
     Gain from discontinued operations                          (220,786)       (938,991)

Changes in operations assets and liabilties from disposal
  of subsidiary                                                  (32,110)             --
                                                            ------------    ------------
     Net cash provided by operating activities                   (32,110)        (29,204)

CASH FLOWS FROM INVESTING ACTIVITIES:
     Increase in cash from acquisition of subsidiaries                --         706,494
     Decrease in cash from disposal of subsidiaries               (5,765)        (60,649)
                                                            ------------    ------------
     Net cash used in investing activities                        (5,765)        645,845

CASH FLOWS FROM FINANCING ACTIVITIES:

     Net cash used in financing activities                            --              --
                                                            ------------    ------------

NET INCREASE (DECREASE) IN CASH                                  (37,875)        616,641

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

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

CASH AT END OF PERIOD                                       $        644    $    713,810
                                                            ============    ============

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


                                       5
<PAGE>

                        NT HOLDING CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 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 June 30, 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, Link
Rich Pacific Inc., 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 the
consolidation. The consolidated statement of operations and comprehensive income
also include the gain / loss from disposal of its wholly-owned subsidiaries
Perfect Growth Venture Corp., American - Asia Metallurgical Industry
Limited"("AAMI") and its 58% owned subsidiary Shanxi Jinhai Metal Group Limited
("Jinhai")

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.


                                       6
<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.

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.

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

On June 6, 2007, two of the Company's majority shareholders, Fugu Enterprises,
Inc. ("Fugu") and TG Wanasports Management Limited "("TG Wanasports"), entered
into separate agreements with Liu Xiu Lun ("Liu"). Under the agreements, Fugu
will transfer 7,941,408 shares of common stock of the Company to Liu for a
consideration of $130,320, while TG Wanasports will transfer 10,338,200 shares
of common stock of the Company to Liu for a consideration of $169,680. The
transaction was completed on June 7, 2007 and resulted in a change in control of
the Company.

On June 8, 2007, the Company entered into and completed a Stock Purchase
Agreement with Liang Yan Qiong to sell all of the stock in Perfect Growth
Venture Corp. ("Perfect Growth"), a British Virgin Islands company wholly-owned
by the Company that holds the ownership of Jinhai and AAMI. As a consideration,
Mr. Liang shall assume certain liabilities and certain assets of the Company
including (i) $2 million in liabilities associated with Perfect Growth owed to
the former owners of Jinhai, and (ii) $502,156 accounts receivable (as of June
30, 2007) from System Wealth (from sales of Shanxi Fujia).


                                       7
<PAGE>

On June 19, 2007, Liu entered into and closed a Stock Purchase Agreement with
PNC Labs, Inc. ("PNC") to transfer 18,279,608 shares of common stock in the
Company to PNC at a consideration of $350,000 through a payment schedule
beginning June 19, 2007 and ending July 31, 2008. A change of control of the
Company occurred upon closing.

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, 2007 and December 31, 2006 due to the
relatively short-term nature of these instruments.

NOTE 5 - DISPOSAL OF ASSETS

On June 8, 2007, the Company disposed off Perfect Growth that held the ownership
of Jinhai and AAMI to a third party individual buyer and as a consideration, the
third party individual buyer assumed $2 million in liabilities associated with
Perfect Growth owed to the former owners of Jinhai offset by $502,156 accounts
receivable (as of June 30, 2007) from System Wealth from sales of Shanxi Fujia.
In association with the disposal, the Company recorded $210,786 income from
discontinued operations and $10,000 gain on disposal of subsidiary in the
current quarter.

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 June 30, 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.


                                       8
<PAGE>

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.


                                       9
<PAGE>

RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 2007 AS COMPARED TO THREE
MONTHS ENDED JUNE 30, 2006

Revenues, cost of sales and operating expenses

We did not record any revenue and incurred no cost of sales and operating
expenses for the quarter ended June 30, 2007

Gain on discontinued operations

We recorded $210,786 income from discontinued operations and $10,000 gain on
disposal of subsidiary in the current quarter as a result of sales of Perfect
Growth and hence the Jinhai operations in June 2007.

RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 2007 AS COMPARED TO SIX MONTHS
ENDED JUNE 30, 2006

Revenues, cost of sales and operating expenses

We did not record any revenue and incurred no cost of sales and operating
expenses for six months ended June 30, 2007.

Gain on discontinued operations

We recorded $210,786 income from discontinued operations and $10,000 gain on
disposal of subsidiary in the six months ended June 30, 2007 as a result of
sales of Perfect Growth and hence the Jinhai operations in June 2007.

LIQUIDITY AND CAPITAL RESOURCES

Cash

Our cash balance as of June 30, 2007 was $644. Compared to the year ended
December 31, 2006, our cash decreased by $37,875.

We are currently funding our operations from shareholders advances.

From time to time we may require extra funding through financing activities and
investments to expand the operations of 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, 2007 and date of
this report, we did not have any plan for additional funding.


                                       10
<PAGE>

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,
2007.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

There has been no material default for the quarter ended June 30, 2007.


                                       11
<PAGE>

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.

Change in officer

On June 26, 2007, Mr. Chun Ka Tsun resigned as the Company's Chief Executive
Officer and Mr. Alan Lew was appointed as the new Chief Executive Officer of the
Company

Biographical Information

Mr. Alan Lew, age 33, is currently the President and Secretary of PNC Labs,
Inc., which was previously a subsidiary of the Company during which time Mr. Lew
served as President of the Company and as a member of the Company's Board of
Directors. PNC Labs researches, develops and markets nutraceutical products. Mr.
Lew has vast experience and contacts in the biotechnology industry. He was most
recently a clinical site manage for Pfizer, Inc., where his responsibilities
included monitoring and locating new physicians for investigative trials. Mr.
Lew has also worked for Sloan-Kettering Hospital in New York City, and for
Acorda Therapeutics.


                                       12
<PAGE>

Change in director

On June 26, 2007, Mr. Chun Ka Tsun and Mr. Woo Chi Wai resigned as a member of
the Company's Board of Directors while Mr. Alan Lew was appointed as a member of
the Company's 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


                                       13
<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/ Alan Lew
---------------------------------------
ALAN LEW
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
DATED: August 14, 2007


/s/ Alan Lew
---------------------------------------
ALAN LEW
ACTING CHIEF FINANCIAL OFFICER
DATED: August 14, 2007


                                       14