U.S. SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549


[x]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

                                       OR

[ ]  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 #0-15303

                                NT HOLDING CORP.
                             (Formerly ABSS, Corp.)
             (Exact name of registrant as specified in its charter)

         Nevada(Reincorporated) 73-1215433 (State or Other Jurisdiction of
  (I.R.S. Employer Identification
   Incorporation or Organization)                        Number)


                                385 Freeport, #1
                                   Sparks, NV             89431
               (Address of principal executive offices) (ZIP code)

                                 (917) 981-4569 (Registrant's telephone number,
                              including area code)

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act: Common Stock

Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Act of 1934 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 requirement for the past 90 days.

                                 YES [X] NO [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

The Registrant had $0 in gross revenues for the year ended December 31, 2004.

The aggregate market value of the Registrant's voting stock that was held by
non-affiliates of the Registrant on April 13, 2005 was $1,851,999 based on the
average bid and asked price of the Registrant's common stock on such date as
reported on the Over the Counter Bulletin Board.

As of April 13, 2005, there were 3,086,665 shares of the registrant's common
stock outstanding.

Transfer  Agent as of April 13, 2005:  Olde Monmouth Stock Transfer Co., Inc.
                                       200 Memorial Parkway, Suite 101
                                       Atlantic Highlands, NJ 07716

                                       1
<PAGE>



TABLE OF CONTENTS


                                     PART I

Item 1. Description of Business.............................................. 3

Item 2. Description of Property...............................................5

Item 3. Legal Proceedings.....................................................5

Item 4. Submission of Matters to a Vote of Security Holders...................5

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters..............6

Item 6. Management's Discussion and Analysis of Financial Condition
        and Results of Operations.............................................7

Item 7. Financial Statements and supplementary data..................F-1 - F-13

Item 8. Changes in and Disagreements with Accountants on Accounting
        and Financial Disclosure.............................................10

Item 8A Controls and Procedures .............................................10

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons;
        Compliance with Section 16(a) of the Exchange Act....................11

Item 10. Executive Compensation..............................................11

Item 11. Security Ownership of Certain Beneficial Owners and Management......11

Item 12. Certain Relationships and Related Transactions......................12

                                     PART IV

Item 13. Exhibits and Reports on Form 8-K ...................................13

Item 14. Principal Accountant Fees and Services .............................13

SIGNATURES...................................................................13







                                       2
<PAGE>

                                     PART I

Item 1. Description of Business

References in this report to "we" and "our" are NT Holding Corp. (herein after
referred to as "NT" and our wholly-owned subsidiaries, Money Buckets, Inc. and
PNC Labs, Inc. which collectively may also be referred to herein as the
"Company".

NT Holding Corp., (the "Company"), was incorporated on April 11, 1984 under the
laws of the State of Delaware as CMS Advertising. On September 25, 1989 we
changed our name to Unico, Inc., and again on April 25, 2002 ABSS, Corp. Initial
business activities, associated with the sale and administration of cooperative
direct mail advertising franchises commenced in May 1984. In September 1986, the
Company filed an initial registration statement with the Securities and Exchange
Commission and initiated a plan to expand Company operations through the
acquisition of existing businesses operating in related fields. The Company also
operated and owned a second subsidiary during 1996, Cal-Central Marketing
Corporation ("Cal-Central"). Cal-Central was discontinued during 1996 and was
involved in cooperative advertising distributed primarily through supermarkets,
pharmacies and restaurants. Franchising activities related to this business were
conducted through United Marketing, which the Company had acquired on July 17,
1987. On January 29, 1999, the shareholders of the Company approved the sale of
all of the issued and outstanding common stock of United Marketing to Next
Generation Media Corp. ("NexGen"). The sale was effective and closed April 1,
1999. Following completion of the sale of United marketing, the Company intended
to become a diversified Internet incubator holding company, focused on the
incubation, acquisition and financing of young, development stage, high
technology and multi-media companies. This concept was abandoned in the third
quarter of 2000. In July 2000, the Company acquired from NexGen all the issued
and outstanding stock of The Independent News. On January 31, 2001, The Company
incorporated The Local Times.com, Inc. and New Media, Inc. In August 2001, the
Company ceased its newspaper operations. Under partly new management, the
Company planned to develop a fashion-oriented holding and marketing company.

On October 3, 2001 NT incorporated Money Buckets, Inc., a Nevada corporation, to
become the operational unit of NT's fashion business. On December 17, 2001, NT
entered into a license agreement with Cybernic Holdings, Inc., to (a) produce
and brand Aleksander Bla, a line of women's clothing and (b) to produce and
develop a fashion related internet project, Fashion Expo. The agreement provides
for among other things, that the Company will change its name to ABSS, Corp.,
and that the Company would reverse split its outstanding common shares by 1-30
and issue 3,791,393 new restricted shares (947,848 shares as of December 31,
2004) to Cybernic Holdings, Inc.

During the fall of 2002, the Company presented its first complete collection of
women's jeans and cashmere at the MAGIC Fashion show in Las Vegas. Due to
minimal interest in the collections, the Company abandoned the fashion lines and
started to pursue other opportunities within the fashion industry.



                                       3
<PAGE>

On October 10, 2002, the Company entered into an agreement to acquire the retail
operations of Sheila Allen-Styles with operations in Greenwich, Connecticut and
Edgartown, Massachusetts. The proprietary owner of the retail operations, Ms.
Sheila Allen became the Chief Fashion Director and Head Designer of the Company
and the Company adopted a business plan to open an additional 25 retail stores
nationwide. Following a higher than expected decline in revenue, Sheila
Allen-Styles closed its Greenwich operations on February 16, 2003. In
conjunction therewith and the general market conditions, the Company experienced
increased difficulties in obtaining necessary funding for the rollout of the
store concept. On March 17, 2003, the Company abandoned the acquisition of the
remaining business of Sheila Allen-Styles and terminated all of its business
activities.

On July 11, 2003, the Company filed a Form 8K with the SEC based on a change in
control of the Company and the appointment of a new President of the Company.
Mr. Alan Lew acquired the majority interest from Cybernic Holdings in a private
transaction. The management at the time resigned and appointed Alan Lew as
Director and President. Mr. Lew has vast experience and contacts in the
Biotechnology industry. At the time he was a Clinical site manager with Pfizer
Inc. where part of his responsibilities include monitoring and locating new
physicians for investigational trials. Mr. Lew has also worked for Memorial
Sloan-Kettering Hospital in New York City and Acorda Therapeutics. On July 30,
2003, the Company filed a Form 8-K with the SEC based on the resignation of two
members of the Board of Directors (Benny Blom and Tom Simeo) pursuant to the
change in control of the Company. These resignations were not due to any
disagreement with the Company on any matters relating to the Company's
operations, policies or practices.

The new management's first objective was to reduce the amount of debts and
judgments against the Company. The next goal was to find professional
assistance to help clearly define a strategic plan to increase shareholder
value. On September 2, 2003, the Company entered into a settlement and release
agreement with Communications Holding Corp.(CHC) The terms of the agreement were
that NT would grant CHC 1,000,000 shares of restricted common stock and issue a
$200,000 note payable in one year accruing at 7%APR in return for a debt
settlement of an NT obligation of $960,000 plus interest and attorneys fees. In
addition, CHC would have the right to appoint two directors to the board of NT.
As a result of this transaction, Mr. Aaron Etra and Mr. Andre Todd joined the NT
board. Mr. Andre Todd was appointed Secretary and Director. Mr. Todd, who is the
President of CHC, specializes in business development. Mr. Aaron Etra, also a
Director of CHC is a practicing attorney based in New York. This transaction was
filed under a Form 8K with the SEC on September 9, 2003, based on the settlement
of the lawsuit with Communication Holding Corp., which had originally been with
Southwin Financial Ltd.

On September 2, 2003, the Company hired three consultants for management
consulting, strategic planning, and web development. The consultants were
willing to accept stock in lieu of cash, as the Company did not have the ability
to pay for such services being rendered. Each consultant received one hundred
twenty five thousand shares for providing their services. One consultant was
retained to evaluate all potential acquisitions, provide due diligence and
report directly to the board. Another consultant was engaged to identify and/or
evaluate opportunities specifically within the nutraceutical products and
distribution sectors. These Consultants have evaluated several worthy
opportunities and are conducting due diligence on these potential acquisitions.
The third consultant was engaged to update the existing website as well as
provide web development and advisory services for the future changes to the
Company's website and its subsidiaries. The Company's website has been changed,
and it is expected to be updated on an ongoing basis.

The Company settled the other judgment it had accrued for the loss on the
balance sheet in the amount of $240,000. The Company issued 100,000 shares of
its newly issued restricted common stock for the settlement of the judgment.

Therefore, at December 31, 2004, the Company has no accruals for any of the
judgments, lawsuits, or contingent liabilities from its past activities.



                                       4
<PAGE>

We will attempt to locate and negotiate with a business entity for the
combination of target company preferably, but not limited to, the biotechnology,
nutraceutical, nanotechnology or communications industries. Any combination will
normally take the form of a merger, stock- for-stock exchange or
stock-for-assets exchange. Although there is no guarantee of a successful
merger/acquisition, the Company is optimistic that it will be able to
successfully close on at least one business opportunity in mid 2005. The Company
will have to rely on loans from its management and raising money from outside
investors in order to pay its financial obligations in a timely manner. Even
though the Company is actively seeking the above opportunities, no definitive
agreements have been signed as of the date of this filing.

The Company had no employees as of December 31, 2004 and April 13, 2005.

Item 2. Description of Property

As of April 13, 2005, the Company operated its corporate headquarters through an
executive office located at 385 Freeport, #1, Sparks, NV 89431 paid for by a
shareholder.

Item 3. Legal Proceedings

The Company was sued by the former Chief Executive Officer of BidInvite, Inc.
The lawsuit was filed in the Superior Court of the State of Delaware, Sussex
County, entitled "David Venables v Unico, Inc. and BidInvite.com, Inc., Case No.
OOC-11-015 THG." The case was a claim for unpaid wages and breach of contract.
On December 12, 2000 Venables obtained a judgment by default (for failure to
respond to the Complaint) against Unico, Inc. and BidInvite. The amount of the
judgment is $1,360,000. The judgment was ultimately purchased by an independent
third party, Allen Ng. Mr. Ng's affiliated company, Harquest, had purchased all
rights to the judgment from David Venables. Mr. Ng then acquired the rights to
its judgment from Harquest and is now the legal owner of the judgment. Based on
the Company's limited operations and cash flow, Mr. Ng agreed to accept the
Company's offer of one hundred thousand shares of restricted common stock in
order to settle the judgment. On October 15, 2004, the Company entered into a
Settlement Agreement and Release with Allen Ng whereby it agreed to issue
100,000 shares of restricted common stock to Mr. Ng in full satisfaction of that
certain judgment entered against the Company by David Venables. Such shares were
issued pursuant to an exemption from registration at Section 4(2) of the
Securities Act of 1933 and are restricted in accordance with Rule 144 of the
Securities Act of 1933. This transaction was filed under a Form 8-K with the SEC
on October 15, 2004, based on the settlement of the lawsuit with Communication
Holding Corp., which had originally been with Southwin Financial Ltd.

NexGen has alleged that the Company is in default with respect to its $200,000
note payable issued in connection with its acquisition of The Independent News.
At December 31, 2000 $156,000 remained unpaid. At December 31, 2001 the $156,000
unpaid balance was written off as management believes that certain financial
misrepresentation were made in connection with its acquisition of The
Independent News. The Company has not had any correspondence from NexGen for
over three years and the Company does not believe that NexGen will be taking any
affirmative action.

The Company is also named in a lawsuit against Independent News (now defunct)
for bills due and owing for the printing of the prior Independent News. Legal
counsel indicates that Independent News, now defunct, would not pay it and that
it would be difficult, if not impossible, for the plaintiff to show liability on
behalf of the Company (Unico) as a separate operating corporate entity to be
responsible for the bills and obligations of the Independent News.

Management estimates that the costs to settle these remaining judgments and
lawsuits for the Company should be minimal. Accordingly, no accrual for
litigation and judgments is recognized in the Company's financial statements at
December 31, 2004.

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

On May 7, 2004, the annual shareholders meeting was held and the following items
were voted on and passed by majority vote:

Changed name of the Company to NT Holding Corp.;
Re-incorporated the domicile of the Company from Delaware to Nevada;
Approved the engagement of independent auditors, Madsen & Associates;
Approved increase in authorized shares from twenty (20) million to one
hundred (100) million;
Approved the Company's Employee Stock Option Plan;
Approved a reverse stock split (pro-rata reduction of outstanding
shares) of up to 1-4 of the Company's issued and outstanding shares of
Common Stock, which went into effect August 4, 2004.



                                       5
<PAGE>

                                    PART II

Item 5. Market for Common Equity and Related Stockholder Matters

On December 31, 2004 there were approximately 600 shareholders of record of the
Company's common stock. The Company's common stock was formerly traded on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ"). During 1997, the Company no longer qualified for this listing and is
now available through electronic trading services via the NASD OTC Electronic
Bulletin Board.

The following table sets forth, for the periods indicated, the range of high and
low closing bid prices for the Company's common stock through December 31, 2004
and as available through electronic trading services subsequent to such date.

2004
----
First Quarter                $      1.80            $       .60

Second Quarter               $      1.00            $       .32

Third Quarter                $      2.75            $       .20

Fourth Quarter               $      1.50            $       .20


2003
----
First Quarter                $       .40            $       .04

Second Quarter               $       .60            $       .04

Third Quarter                $       .68            $       .08

Fourth Quarter               $      1.00            $       .20


On April 13, 2005, the closing trading price for NT Holding Corp.'s common stock
as reported by the OTCBB was $0.60

Dividends

The Company does not anticipate having the ability to make any payment of cash
dividends in the forseeable future and the payment of any such future cash
dividends will be dependent upon the amount of funds legally available
therefore, the Company's earnings, financial condition, capital requirements and
other factors which the Board of Directors deems relevant.

Recent sales of unregistered securities

The Company has issued the following securities without registration under the
Securities Act of 1933 (the "Act" or the "Securities Act") during 2004. All
securities were issued subject to Rule 144 of the Securities and Exchange
Commission. Generally, Rule 144 requires shareholders to hold the shares for a
minimum of one year before sale. In addition, officers, directors and more than
10% shareholders are further restricted in their ability to sell such shares.
There have been no underwriters of these securities and no underwriting
commissions or discounts have been paid.



                                       6
<PAGE>


                                                     Shares           Value
---------------------------------------------- ------------------- -----------
                                                     Issued          Received
---------------------------------------------- ------------------- -----------
Warrants exercised for cash                            75,000      $  42,500
---------------------------------------------- ------------------- -----------
Shares issued for services                              7,404          7,000
---------------------------------------------- ------------------- -----------
Shares issued for litigation settlement
                                                      100,000        240,000
---------------------------------------------- ------------------- -----------
                                                      182,404      S 322,000
---------------------------------------------- ------------------- -----------

Item 6. Management's Discussion and Analysis Plan of Operation

Certain matters discussed herein (including the documents incorporated herein by
reference) are forward-looking statements intended to qualify for the safe
harbors from liabilities established by the Private Litigation Reform Act of
1995. These forward-looking statements can generally be identified as such
because the context of the statement will include words such as the Company
"believes," "plans," "intends," "anticipates," "expects," or words of similar
import. Similarly, statements that describe the Company's future plans,
objectives, estimates, or goals are also forward-looking statements. Such
statements address future events and conditions concerning capital expenditures,
earnings, litigation, liquidity and capital resources and accounting matters.
Actual results in each case could differ materially from those currently
anticipated in such statements by reason of factors such as future economic
conditions, including changes in customer demands, future legislative,
regulatory and competitive developments in markets in which the Company operates
and other circumstances affecting anticipated revenues and costs.

General

On April 1, 1999, the Company sold its only asset, the stock of its operating
subsidiary United Marketing to NexGen. As a result of the above-described
transaction, NT became a publicly traded "shell" company. The Company,
immediately after the sale of United Marketing, had no assets and no
liabilities. The Company was funded by two new shareholders, selected a new
board of directors and management team and changed its business plan.

Independent News

On July 1, 2000 the Company acquired Independent News, a weekly and monthly
newspaper circulated to more than 70,000 homes in northern New Jersey for cash,
stock and assumptions of certain liabilities. On January 31, 2001, NT
incorporated The Local Times.com, Inc., and New Media, Inc. The Local Times was
a web solution for weekly newspapers and its advertisers and New Media, Inc. was
the acquisition vehicle established to acquire additional newspapers. Due to the
loss of financial incentives, NT ceased its newspaper operations during August
2001 and its online activities as of the end of the year 2001.

Aleksander Bla

The Company entered on December 17, 2001 into a license and marketing agreement
to brand and produce Aleksander Bla, a fashion brand of women's clothing. The
Company presented its first collection of jeans and cashmere at the MAGIC
Fashion Show in Las Vegas during August of 2002. Due to a minimal interest from
the fashion industry, the company decided to abandon that fashion line and to
search for other fashion opportunities.

Sheila Allen-Styles

On October 10, 2002, the Company entered into an agreement to acquire the retail
operations of Sheila Allen-Styles with operations in Greenwich, CT and
Edgartown, MA. During the due diligence period, Sheila Allen-Styles closed part
of its operations, and the Company and Sheila Allen decided not to pursue the
acquisition further.

                                       7
<PAGE>

OPERATIONS

The previous operations of the Company were ceased. Until the Company obtains
the capital required to develop any properties or businesses and obtains the
revenues needed from its future operations to meet its obligations, the Company
will be dependent upon sources other than operating revenues to meet its
operating and capital needs. Operating revenues may never satisfy these needs.

Until the capital is obtained to enter into its planned operations discussed
above, the Company will need additional capital.

In May 2004, we formed a new subsidiary, PNC LABS, Inc. to enter into the
Nutraceutical arena. PNC LABS, INC., is a nutritional supplements company
serving the preventive and alternative healthcare segments, and looking to
expand through an acquisition with organic growth strategy. The company is
selectively evaluating niche companies in order to provide quality
nutraceuticals to consumers. The company further plans to be fully integrated in
manufacturing, distribution and marketing. PNC LABS is targeting companies with
less than $5 million in annual sales.

On or about August 7, 2004, our subsidiary, PNC Labs, entered into a letter of
intent to purchase Nutrlife, a nutraceutical company and the Company placed
$15,000 into escrow as a deposit for such company. On August 23, 2004, after
conducting due diligence, there was a mutual agreement by the parties not to
enter into a definitive agreement and the deposit was returned to the Company.
The Company has decided to use the $15,000 for the development of 5
nutraceutical products. Those products categories were: weight loss, glucose
stable, pro-gain (high calorie for athletes), a greens in a tube formula (a
concentrated formula for taking vegetables in one day all in a tube), and a
energy replacement drink. The products are currently being tested for its shelf
life. When our formulator feels comfortable for deployment of the final
product(s), packaging and design will be finalized. A combination of internet
sales and traditional sales to various accounts including but not limited to:
health clubs, health food stores, vitamin shops, etc.

On or about September 13, 2004, PNC LABS, INC. entered into a sales and
distribution agreement with Preventive Nutrient, Inc. ("Preventive") to
distribute its products which stimulate healthy glucose metabolism. Its two
products, Cylo-Z and Pro-Z, are a supplements targeting diabetics. PNC is
currently evaluating private label opportunities for these products as well.

Diabetes is a loose term that defines anyone who has a condition where they are
unable to process glucose correctly, either from lack of enough insulin, or the
inability for the body to use the stored glucose. The number of diabetic
patients in the United State is estimated to reach 30 million by the year of
2005. More than 33 % of the US populations older than age 60 are diabetic. More
than 67 % of US populations are either overweight or obese. According to the
recent publication by Center for Disease Control, the incidence of diabetes
increased about 50% and lifetime risk of developing diabetes for individuals
born in 2000 are 32.8% for males and 38.5 % for females. Currently, about 1
million Americans are type 1 (juvenile diabetes) and 17 millions are type 2
diabetes (adult onset diabetes)(2). Advancing healthcare seeks a substantial
increase in the longevity of people, and along with it, concerns about the
quality of life. Diabetes as well as other health issues will only increase with
time. Insulin and oral agents have blood glucose lowering effects. Insulin is
necessary for patients with juvenile diabetes or severe adult onset diabetes.
Eventually, those diabetic patients develop blindness, kidney failure, and
amputation. In the U.S. alone, medical expenses from diabetes complications are
over $100 billion annually. Thus, medical expenses from diabetes treatment lead
all other medical bills.

Through PNC Labs, we hope to acquire or distribute several more product lines
that can be sold through our own sales channels or future marketing,
distribution and sales joint ventures/partnerships.

We have also identified several opportunities outside of the nutraceutical field
in which we feel a business combination would be advantageous to the Company.
Although no definitive agreements have been signed as of the filing of this
document, we feel confident that another business combination will transpire in
2005.

                                       8
<PAGE>

LIQUIDITY

During the year ended December 31, 2004, the Company's working capital
decreased. This was due to operating losses incurred during the year. The
Company does not currently have sufficient capital in its accounts, nor
sufficient firm commitments for capital to assure its ability to meet its
current obligations or to continue its planned operations. The Company is
continuing to pursue working capital and additional revenue through the seeking
of the capital it needs to carry on its planned operations. There is no
assurance that any of the planned activities will be successful. The Company has
sustained its operations from various loan agreements and exercise of its
warrants into common stock.

During March 2004, a total of 7,500 warrants were exercised for $3,000. During
June 2004, a total of 5,000 warrants were exercised for a total of $2,000.
During September 2004, a total of 25,000 warrants were exercised for a total of
$12,500. During October 2004, a total of 37,500 warrants were exercised for a
total of $17,000.

In August, the Company had borrowed $17,000 from a shareholder of which $14,000
was returned in December. In February 2005, the Company borrowed $20,000 from a
shareholder with interest terms of 10% per annum with a convertibility feature
into common stock with a strike price of forty cents.

CAPITAL RESOURCES

As a result of its limited liquidity, the Company has limited access to
additional capital resources. The Company does not have the capital to totally
fund the obligations that have matured to any of its vendors and shareholders.
The shareholders have agreed to roll over any existing loans until the company
has stronger liquidity.

The Company has received additional capital through the expansion of vendor
financing and loans from its directors and shareholders during the year and
expects such financing will be its only source of capital in the near future.
Additionally, certain options have been exercised to provide the working capital
needed for the operations of the Company.

Though the obtaining of the additional capital is not guaranteed, the management
of the Company believes it will be able to obtain the capital required to meet
its current obligations and actively pursue its planned business activities.

The Company is seeking to raise additional funds for working capital and
acquisitions from issuance of private placement in equity and/or debt.

In conjunction with the general difficult market conditions and obstacles in
obtaining the financing needed to execute its business plan, the Company decided
on or about March 17, 2003 to cease all its operations and to look for other
business opportunities.

No meaningful comparison can be made between 2003 and 2004 because of the close
of its operations in 2003. During the calendar year of 2002 the Company tried to
start several new businesses within the fashion industry of which none
materialized. The major shareholder (Cybernic Holdings) of the Company funded
the costs for those operations. Subject to an agreement with Alan Lew who
acquired approximately 41% interest in the Company, Cybernic had forgiven all
monies owed by the Company to Cybernic.



                                       9
<PAGE>


Item 7. Financial Statements

The financial statements of the Company, together with the report of auditors,
are included in this report after the signature pages.

                        NT HOLDING CORP. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2004 AND 2003

<PAGE>


                        NT HOLDING CORP and SUBSIDIARIES

                              FINANCIAL STATEMENTS

                                TABLE OF CONTENTS

                           December 31, 2004 and 2003



<TABLE>



<S>                                                                                <C>
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   . . . . . . .Page        F - 1


FINANCIAL STATEMENTS:

         Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . .Page        F - 2

         Statements of Operations. . . . . . . . . . . . . . . . . . . Page        F - 3

         Statements of Stockholders' Equity (Deficiency). . . . . . . .Page        F - 4

         Statements of Cash Flows . . . . . . . . . . . . . . . . . . .Page        F - 5

NOTES TO FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . Page        F - 6
</TABLE>


<PAGE>


MADSEN & ASSOCIATES CPA's. INC.                              684 East Vine St #3
-------------------------------                               Murray, Utah 84107
Certified Public Accountants and Business Consultants     Telephone 801-268-2632
                                                                Fax 801-262-3978

Board of Directors & Audit Committee
NT HOLDING CORP. and Subsidiaries
Sparks, Nevada


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We have audited the accompanying consolidated balance sheets of NT Holding Corp.
and Subsidiaries as of December 31, 2004 and 2003, and the related consolidated
statements of operations, stockholders' equity, and cash flows for the years
then ended. These consolidated financial statements ("Financial Statements") are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of NT Holding Corp.
and Subsidiaries as of December 31, 2004 and 2003, and the results of its
operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As disclosed in the notes to the
financial statements, the Company will need additional working capital for its
planned activity and to service its debt. This raises substantial doubt about
the Company's ability to continue as a going concern. Management's plans
regarding these matters are described in the notes to the financial statements.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

/s/ Madsen & Associates CPAs, Inc.

April 13, 2005
Murray, Utah


                                      F-1

<PAGE>

<TABLE>

                        NT HOLDING CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
                           DECEMBER 31, 2004 AND 2003

                                     ASSETS


CURRENT ASSETS:

<S>                                                                       <C>                <C>
     Cash                                                                 $        85        $     9,417
                                                                          -----------        -----------
             Total Current Assets                                                  85              9,417
                                                                          -----------        -----------

PROPERTY, PLANT AND EQUIPMENT:
     Equipment, net of accumulated depreciation of $0                           8,176                 --
                                                                          -----------        -----------

OTHER ASSETS:
     Deposit                                                                   15,000                 --
                                                                          -----------        -----------

TOTAL ASSETS                                                              $    23,261        $     9,417
                                                                          ===========        ===========

              LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
      Current maturities of notes payable - related parties               $   204,000        $   200,000
      Accounts payable and accrued expenses                                   182,767            137,931
      Accrual for judgments, litigation and contingencies                          --            240,000
      Shareholder advances                                                     30,600             36,400
                                                                          -----------        -----------
             Total Current Liabilities                                        417,367            614,331
                                                                          -----------        -----------

Commitments and contingencies                                                      --                 --
                                                                          -----------        -----------

STOCKHOLDERS' EQUITY (DEFICIENCY):
     Preferred stock; 5,000,000 shares authorized; $.001 par value;
       0 shares issued and outstanding                                             --                 --
     Capital stock, $.001 par value; 100,000,000 shares authorized;
       3,086,665 and 2,904,261 shares issued and outstanding
       at December 31, 2004 and 2003, respectively                              3,087              2,904
     Additional paid-in capital                                             8,810,771          8,521,454
     Accumulated (deficit)                                                 (9,207,964)        (9,129,272)
                                                                          -----------        -----------
             Total Stockholders' Equity (Deficiency)                         (394,106)          (604,914)
                                                                          -----------        -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIENCY)                   $    23,261        $     9,417
                                                                          ===========        ===========

</TABLE>

    The accompanying notes are an integral part of these financial statements

                                        F-2

<PAGE>
<TABLE>

                        NT HOLDING CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


<CAPTION>

                                                                   Years Ended
                                                                   December 31,
                                                      --------------------------------------
                                                          2004                      2003
                                                      -----------                -----------

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

OPERATING EXPENSES:
    Depreciation and amortization                              --                         --
    General and administrative expenses                    64,356                    182,822
                                                      -----------                -----------

TOTAL OPERATING EXPENSES                                   64,356                    182,822
                                                      -----------                -----------

(LOSS) FROM OPERATIONS                                    (64,356)                  (182,822)
                                                      -----------                -----------

OTHER INCOME (EXPENSE)
    Gain on disposal of equipment                              --                         --
    Reduction for litigation costs                             --                    560,000
    Interest expense                                      (14,351)                    (4,574)
    Debt forgiveness                                           --                    141,232
    Interest income                                            15                          7
                                                      -----------                -----------

NET OTHER INCOME (EXPENSE)                                (14,336)                   696,665
                                                      -----------                -----------

NET INCOME (LOSS)                                     $   (78,692)               $   513,843
                                                      ===========                ===========

NET INCOME (LOSS) PER SHARE:
      BASIC AND DILUTED                               $     (0.03)               $      0.27
                                                      ===========                ===========

WEIGHTED AVERAGE SHARES OUTSTANDING:
      BASIC AND DILUTED                                 2,949,622                  1,906,932
                                                      ===========                ===========

</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       F-3

<PAGE>

<TABLE>

          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


<CAPTION>
                                                                                                              Net
                                                    Preferred Stock      Capital Stock      Additional   Stockholders'
                                                   ----------------  --------------------   Paid-in       Accumulated     Equity
                                                   Shares   Amount     Shares     Amount    Capital       (Deficit)    (Deficiency)
                                                     ----  --------  -----------  -------  -----------   -----------    -----------
<S>                                                  <C>   <C>         <C>        <C>      <C>           <C>           <C>
Balance, December 31, 2002                              -  $     --    1,429,261  $ 1,429  $ 8,195,429   $(9,643,115)  $(1,446,257)

Issuance of shares for services                         -        --      437,500      438      112,062            --       112,500

Issuance of shares for litigation settlement            -        --    1,000,000    1,000      199,000            --       200,000

Issuance of shares for cash                             -        --       37,500       37       14,963            --        15,000

Net income (Loss) for the year ended December 31, 2003  -        --           --       --           --       513,843       513,843
                                                     ----  --------  -----------  -------  -----------   -----------   -----------

                                                        -        --    2,904,261    2,904    8,521,454    (9,129,272)     (604,914)

Issuance of shares for services                         -        --        7,404        8        6,992            --         7,000

Issuance of shares for litigation settlement            -        --      100,000      100      239,900            --       240,000

Issuance of shares for cash                             -        --       75,000       75       42,425            --        42,500

Net income (Loss) for the year ended December 31, 2003  -        --           --       --           --       (78,692)      (78,692)
                                                     ----  --------  -----------  -------  -----------   -----------   -----------

Balance, December 31, 2004                              -        --    3,086,665    3,087    8,810,771    (9,207,964)     (394,106)
                                                     ====  ========  ===========  =======  ===========   ===========   ===========

</TABLE>

    The accompanying notes are an integral part of these financial statements

                                        F-4

<PAGE>

<TABLE>

                        NT HOLDING CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


<CAPTION>

                                                                                        Years Ended
                                                                                        December 31,
                                                                            ------------------------------------
                                                                                  2004               2003
                                                                            -----------------  -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                                         <C>                      <C>
     Net Income (loss)                                                      $ (78,692)               $ 513,843
     Adjustments to reconcile net Income (loss) to net cash
          used in operating activities:
             Depreciation and amortization                                         --                       --
             Debt forgiveness                                                      --                 (141,232)
             Reduction for litigation costs                                        --                 (560,000)
             Common stock issued for services                                   7,000                  112,500
    Changes in assets and liabilities:
             Increase in accounts payable and accrued expense                  44,836                   67,806
                                                                            ---------                ---------

             Net cash provided (used) by operating activities                 (26,856)                  (7,083)
                                                                            ---------                ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Increase in deposits                                                     (15,000)                      --
     Purchase of equipment                                                     (8,176)                      --
                                                                            ---------                ---------

             Net cash provided (used) in investing activities                 (23,176)                      --
                                                                            ---------                ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from notes payable                                                4,000                       --
     Proceeds from issuance of common stock                                    45,500                   15,000
     Proceeds from shareholder advances                                        (4,800)                   1,500
                                                                            ---------                ---------

             Net cash provided (used) by financing activities                  40,700                   16,500
                                                                            ---------                ---------

             Net increase (decrease) in cash                                   (9,332)                   9,417
CASH AT BEGINNING PERIOD                                                        9,417                       --
                                                                            ---------                ---------

CASH AT END OF PERIOD                                                       $      85                $   9,417
                                                                            =========                =========

SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid for interest                                                 $      --                $      --
                                                                            =========                =========
     Cash paid for income taxes                                             $      --                $      --
                                                                            =========                =========

NON-CASH TRANSACTIONS:
     Stock issued in exchange for services                                  $   7,000                $ 112,500
                                                                            =========                =========
     Stock issued for reduction in litigation costs                         $ 240,000                $ 560,000
                                                                            =========                =========
     Debt forgiveness                                                       $      --                $ 141,232
                                                                            =========                =========

</TABLE>


    The accompanying notes are an integral part of these financial statements

                                        F-5


<PAGE>

                        NT HOLDING CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004


NOTE 1 - Organization, History and Business Activity

The Company incorporated May 11, 1984 under the laws of the State of Delaware as
C.M.S. Advertising. It changed its name to Unico, Inc. on September 25, 1989 and
to NT Holding Corp. on April 25, 2002. The Company is authorized to issue up to
20,000,000 shares of common stock, $0.01 par value. The Company also has class A
preferred stock, none of which are issued or outstanding. Management will
determine the terms when any preferred stock is issued.

The Company completed a 30 for 1 reverse stock split on April 25, 2002. The
financial statements and the notes to the financial statements reflect these
changes retroactively since its inception. In May 1998, the Company sold its
subsidiary, United Marketing Solutions, Inc. (UMSI) to NexGen.

In May 1999, the Company acquired all of the stock of Silver Valley Energy
("SVE"). SVE was inactive when acquired and remained inactive throughout the
time SVE was owned and controlled by the Company. SVE owned oil and gas lease
rights, the lease rights being its only asset, and it had no liabilities. In
2001, SVE did not pay the renewal fees to retain the lease rights and therefore
they were fortified and SVE was turned back to the prior owners, Southwin
Financial, Ltd. ("Southwin") These actions resulted in a law suit and in a
subsequent default judgment of $960,000 plus legal fees and interest against the
Company. Southwin later sold their default judgment to Communications Holding
Corp. ("CHC").

On May 1, 2000, the Company acquired all of the issued and outstanding stock of
BidInvite, Inc. ("BI") for 10,000 shares of stock. The business plan of BI
envisioned an internet based bid solicitation system for the construction
industry. This acquisition was accounted for under the purchase method. On
September 15, 2000, the Company sold a 95% interest in BI, to foreign investors
for a $1,000,000 non-interest bearing note. Under the terms of this note,
payment of $500,000 was to be made if and when the purchasers were able to
secure $3,000,000 in financing for the BI business plan. Additionally, another
$500,000 was due if and when the purchasers were able to obtain another
$3,000,000 of financing. Because of the contingent nature of the sale of BI, no
revenue recognition of the sale has been reflected in the Company's financial
statements and none has been received.

In July 2000, the Company acquired all of the issued and outstanding stock of
The Independent News ("IN"), a freely distributed newspaper in Northern New
Jersey, having a circulation of 110,000 for 320,000 shares of Company stock. The
newspaper employed approximately 25 individuals actively engaged in the
publication of the newspaper, in selling advertising, and in distribution
activities. This was accounted for as a purchase transaction with the excess of
liabilities assumed over the assets received recognized as goodwill.

                                      F-6

<PAGE>



The Company initially ran the newspaper business through IN. Later in 2000, the
Company created Pompton Valley Publishing Co. ("PVP"), and transferred all
operations, assets and liabilities of IN into PVP. In August 2001, all newspaper
and related activities ceased and IN and PVP went out of business. On October 3,
2001, the Company created the wholly owned subsidiary Money Bucket, Inc. ("MBI")
a Nevada corporation. At December 31, 2003 and 2002, this is the only remaining
subsidiary of the Company. The purpose of MBI was to develop and market fashion
wear on the internet. On February 28, 2003, MBI ceased this activity as it had
been unsuccessful in marketing its fashion line of clothing. Money Bucket is
presently an inactive corporation.

On July 11, 2003, the Company filed a Form 8K with the SEC based on a change in
control of the Company and the appointment of a new President of the Company.
Mr. Alan Lew acquired the majority interest from Cybernic Holdings in a private
transaction. Prior directors and officers resigned after appointing Alan Lew as
Director and President.

On September 2, 2003, the Company entered into a settlement and release
agreement with Communications Holding Corp. ("CHC"). CHC had purchased the
$960,000 default judgment plus legal fees and accrued interest against the
Company from Southwin. Under the terms of the agreement the Company gave CHC a
$200,000 promissory note payable in one year, which accrues at 7% per annum. The
Company also issued 4,000,000 shares of restricted common stock, which after the
transaction was approximately 41% of the total stock ownership. In addition, CHC
was granted the right to appoint two of the three board of directors of the
Company. As a result of this transaction, Mr. Aaron Etra and Mr. Andre Todd were
appointed to the Board of Directors of the Company along with Alan Lew.

On May 7, 2004, the annual shareholders meeting was held and the following items
were voted on and passed by majority vote:

Changed name of the Company to NT Holding Corp.;
Re-incorporated the domicile of the Company from Delaware to Nevada;
Approved the engagement of independent auditors, Madsen & Associates;
Approved increase in authorized shares from twenty (20) million to one
hundred (100) million;
Approved the Company's Employee Stock Option Plan;
Approved a reverse stock split (pro-rata reduction of outstanding
shares) of up to 1-4 of the Company's issued and outstanding shares of
Common Stock, which went into effect August 4, 2004.

In May 2004 the Company formed PNC LABS, Inc ("PNC LABS") as a wholly owned
subsidiary, to enter into the Biotechnology, Nutraceutical, Nanotechnology and
Communications sectors of the economy. PNC LABS has made an initial investment
with agreements putting it into the nutraceutical sector. Management anticipates
these efforts will require raising additional capital.

NOTE 2 - Significant Accounting Policies

This summary of significant accounting policies of NT Holding Corp. (the
"Company") is presented to assist in understanding the Company's financial
statements. The financial statements and notes are representations of the
Company's management, which is responsible for their integrity and objectivity.
These accounting policies conform to accounting principles generally accepted in
the United States of America and have been consistently applied in the
preparation of the financial statements.

Principles of Consolidation

The consolidated financial statements include the accounts of NT Holding
Corp.,
and its wholly owned subsidiaries Money Bucket, Inc. and PNC Labs, Inc.
All
significant intercompany balances and transactions have been eliminated in
consolidation.

The accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary, Money Bucket, Inc. since its
incorporation October 3, 2001 and PNC Labs, Inc since incorporating in May 2004.

As the Company expands and acquires direct and indirect controlling financial
interests in other entities the Company will follow the requirements as outlined
in APB Opinion No. 18.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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 revenues and expenses
during the reporting period. Actual results could differ from those estimates.

                                      F-7


<PAGE>


Concentration of Risk

The Company places its cash and temporary cash investments with established
financial institutions.

Long-lived Assets

Long-lived assets are stated at cost. Maintenance and repairs are expensed as
incurred. Depreciation is determined using the straight-line method over the
estimated useful lives of the assets, which is between three to ten years.

Where an impairment of a property's value is determined to be other than
temporary, an allowance for the estimated potential loss is established to
record the property at its net realizable value.

When items of land, building or equipment are sold or retired, the related cost
and accumulated depreciation are removed from the accounts and any gain or loss
is included in the results of operations.

Income Taxes

The Company accounts for income taxes using the asset and liability method. The
differences between the financial statement and tax bases of assets and
liabilities are determined annually. Deferred income tax assets and liabilities
are computed for those differences that have future tax consequences using the
currently enacted tax laws and rates that apply to the period in which they are
expected to affect taxable income. Valuation allowances are established, if
necessary, to reduce deferred tax asset accounts to the amounts that will more
likely than not be realized. Income tax expense is the current tax payable or
refundable for the period, plus or minus the net change in the deferred tax
asset and liability accounts.

Cash

The Company considers all highly liquid investments with maturities of three
months or less to be cash equivalents.

 Shares for Services and Other Assets

The Company accounts for non-cash stock-based compensation issued to
non-employees in accordance with the provisions of SFAS No. 123 and EITF No.
96-18, Accounting for Equity (deficit) Investments That Are Issued to
Non-Employees for Acquiring, or in Conjunction with Selling, Goods or Services.
Common stock issued to non-employees and consultants is based upon the value of
the services received or the quoted market price, whichever value is more
readily determinable.

Comprehensive Income

The Company adopted SFAS No. 130, "Reporting Comprehensive Income." The
Company
has no reportable differences between net income and comprehensive income;
therefore, a statement of comprehensive income is not presented.

Fair Value of Financial Instruments

The methods and assumptions used to estimate the fair value of each class of
financial instruments are as follows:

Cash and cash equivalents, accounts payable, and notes payable are reflected in
the financial statements at fair value because of the short maturity of these
instruments.

Equipment and deposit are reflected in the financial statements at or near fair
value in the estimation of management.

Revenue Recognition

The Company recognizes revenue in the period in which the services are rendered
and the products are shipped.

                                      F-8


<PAGE>


Loss Per Share

The Company is required to provide basic and dilutive earnings (loss) per common
share information.

The basic net loss per common share is computed by dividing the net loss
applicable to common stockholders by the weighted average number of common
shares outstanding.

Diluted net loss per common share is computed by dividing the net loss
applicable to common stockholders, adjusted on an "as if converted" basis, by
the weighted average number of common shares outstanding plus potential dilutive
securities.

For the period ended December 31, 2002, potential dilutive securities had an
anti-dilutive effect and were not included in the calculation of diluted net
loss per common share.

Recent Accounting Pronouncements

In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations". This statement addresses the diverse accounting practices for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. NT Holding Corp. will be required to adopt
this statement effective January 1, 2004. NT Holding Corp. does not expect that
the adoption of SFAS No. 143 will have any effect on the Company's financial
statement presentation or disclosures.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
This SFAS made revisions to the accounting for gains and losses from the
extinguishment of debt, rescinded SFAS No. 44 and required certain lease
modifications that have economic effects similar to sale-leaseback transactions
be accounted for in the same manner as sale-leaseback transactions. NT Holding
Corp. will be required to adopt SFAS No. 145 on January 1, 2003. The adoption of
SFAS No. 145 is not expected to have a material impact on the Company's
financial statements.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which requires companies to recognize costs
associated with exit or disposal activities when they are incurred rather than
at the date of a commitment to an exit or disposal plan. Such costs covered by
the standard include lease termination costs and certain employee severance
costs that are associated with a restructuring, discontinued operation, plant
closing, or other exit or disposal activity. SFAS No. 146 replaces the previous
accounting guidance provided by the Emerging Issues Task Force Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)." SFAS
No. 146 is to be applied prospectively to exit or disposal activities initiated
after December 31, 2002. The Company does not anticipate that the adoption of
SFAS No. 146 will have any effect on its financial statement presentation or
disclosures.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" ("FIN45"). FIN45 elaborates on the existing disclosure
requirements for most guarantees, including loan guarantees such as standby
letters of credit. It also clarifies that at the time a company issues a
guarantee, the Company must recognize an initial liability for the fair market
value of the obligations it assumes under that guarantee and must disclose that
information in its interim and annual financial statements. The initial
recognition and measurement provisions of FIN 45 apply on a prospective basis to
guarantees issued or modified after December 31, 2002. NT Holding Corp. has
implemented the disclosure provisions of FIN45 in its December 31, 2003
financial statements, without significant impact.

                                      F-9


<PAGE>


In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities (and Interpretation of ARB No. 51)" ("FIN46"). FIN46
addresses consolidation by business enterprises of certain variable interest
entities, commonly referred to as special purpose entities. The Company will be
required to implement the other provisions of FIN46 in 2003. The Company does
not anticipate that the adoption of FIN46 will have any effect on its financial
statement presentation or disclosure.

The Company does not expect that the adoption of other recent accounting
pronouncements or pronouncements from the Public Company Accounting Oversight
Board ("PCAOB") to have any material impact on its financial statements.
Reclassifications Certain amounts in 2003 have been reclassified and represented
to conform to the current financial statement presentation.

NOTE   3 - Financial Condition and Going Concern

The Company's financial statements have been presented on the basis that it is 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 $64,356 (from operations) for the period ended December 31, 2004 and has
negative working capital of $417,282. It also sustained operating losses in
prior years as well. These factors raise substantial doubt as to its ability to
obtain debt and/or equity financing and achieve profitable operations.

Management intends to raise additional operating funds through equity and/or
debt offerings. However, there can be no assurance management will be successful
in its endeavors. Ultimately, the Company will need to achieve profitable
operations in order to continue as a going concern.

There are no assurances that NT Holding Corp. will be able to either (1) achieve
a level of revenues adequate to generate sufficient cash flow from operations;
or (2) obtain additional financing through either private placement, public
offerings and/or bank financing necessary to support its working capital
requirements. To the extent that funds generated from operations and any private
placements, public offerings and/or bank financing are insufficient, the
Company will have to raise additional working capital. No assurance can be
given that additional financing will be available, or if available, will be on
terms acceptable to NT Holding Corp.. If adequate working capital is not
available NT Holding Corp. may be required to curtail its operations.

NOTE 4 - Property, Plant and Equipment

Type                                Life/Method                      Cost
----------------------------------- -------------------------------- ----------
Computer equipment                  5 years/ Straight-line           $ 8,176
                                                                     =======

No depreciation was taken for 2004 as the equipment purchased the end of 2004
was not placed into service until 2005.

NOTE 5 - Deposit

The Company, through its subsidiary PNC Labs, Inc., entering into the business
of developing, manufacturing and marketing nutraceuticals deposited $15,000
with a company to develop certain products in the diabetics and sports nutrition
area.

                                      F-10


<PAGE>


NOTE 6 - Note Payable-Related Parties

<TABLE>
<CAPTION>
                                                                                 Interest
                                         Collateral             Maturity Date      rate            2004            2003
                                 ---------------------------    ------------    -----------    --------------- ---------------


<S>                              <C>                                 <C>            <C>        <C>             <C>
Related Party                    Unsecured                           Demand         7%         $     200,000   $     200,000

Related Party                    Unsecured                           Demand         0%                 4,000               -

Less: current portion of long-term debt                                                             (204,000)       (200,000)
                                                                                               -------------   -------------
Long-term debt                                                                                 $           0   $           0
                                                                                               =============   =============

</TABLE>

Principal repayments for each of the next five years are as follows:

                                                  Amount
                                              ----------------
                      2005                    $       204,000
                                              ===============


NOTE 7 - Shareholder Advances

The Company has shareholder advances totaling $30,600 that bear interest at 0%.
The advances are unsecured and are due upon demand.

NOTE 8 - Income Taxes

Deferred taxes are determined based on the temporary differences between the
financial statement and income tax bases of assets and liabilities as measured
by the enacted tax rates, which will be in effect when these differences
reverse.

The Company has not filed income tax returns for some years. Management believes
there are no significant income tax liabilities owing. No provision was made for
income taxes in 2004 and 2003 as a result of the net losses each year.

Net operating loss carry forwards have not been established because: 1) Tax
returns are not filed currently, and 2) Significant ownership changes have
occurred. Therefore, net operating loss carry forwards are not recognized
against which a valuation reserve can be applied. If the Company recognized a
valuation reserve, it would be offset by an equal amount of deferred tax benefit
as no assurance can be given it can be used.

The components of deferred income tax assets (liabilities) at December 31, 2004,
were as follows:

                                                                Amount
                                                          ----------------
      Net operating loss carry forward - Benefit          $        90,440
      Valuation allowance - (Deduction)                           (90,440)
                                                          ---------------
      Net deferred tax assets                             $             -
                                                          ===============

At December 31, 2004, NT Holding Corp. has an a net operating loss carry forward
for Federal income tax purposes totaling approximately $266,000 which, if not
utilized, will expire in the year 2022.

In June 2002 and May 5, 2003, NT Holding Corp. had a change in ownership, which
has resulted in a net operating loss carry forward being subject to certain
utilization limitations in the future.

                                      F-11

<PAGE>

NOTE 9 - Commitments and Contingencies

None

NOTE 10- Litigation

The Company has judgments, lawsuits and contingent liabilities as explained
further in this note. Management estimated that the costs to settle these
judgments, lawsuits and contingent liabilities for the Company wouldn't exceed
an aggregate of $1,200,000. One of these lawsuits was settled as mentioned
below, and accordingly, the accrual for litigation, judgments and contingencies
is reduced from $1,200,000 to $240,000 on the balance sheet with the net change
recorded as $200,000 note payable on the balance sheet and $200,000 reported as
stock for debt in the equity section of the balance and the remaining balance of
$560,000 reported as an other income of the statement of operations.

The Company settled the other judgment it had accrued for the loss on the
balance sheet in the amount of $240,000. Therefore, at December 31, 2004 the
Company has no accrual for any of the judgments, lawsuits, or contingent
liabilities as further disclosed below.

The Company has been sued in connection with its acquisition of Silver Valley
Energy (SVE). In addition, in October 2000 the Company received a default
judgment against it in the amount of $960,000 plus legal costs and interest. The
Company negotiated a non-monetary settlement. As consideration for the default
judgment, the Company issued 4,000,000 shares of its common stock and a note in
the amount of $200,000 bearing an interest rate of 7% due in one year.

The Company has been sued by the former Chief Executive Officer of BidInvite,
Inc. The lawsuit is filed in the Superior Court of the State of Delaware. Sussex
County, entitled "David Venables v Unico, Inc. and BidInvite.com, Inc., Case No.
00C-11-015 THG." The case is a claim for unpaid wages and breach of contract. On
December 2000 Venables obtained a judgment by default (for failure to respond to
the Complaint) against the Company and BidInvite a former subsidiary of the
Company. The amount of the judgment is $1,360,000. The Company settled this
judgment on October 15, 2004 by the issuance of 100,000 shares of its restricted
common stock. The Company recorded this as an increase in equity for the accrued
liability of $240,000.

NexGen has alleged that the Company is in default with respect of its $200,000
note payable issued in connection with the Company's acquisition of The
Independent News (IN) in July 2000. At December 31, 2000 $156,000 remained
unpaid. At December 31, 2001 the $156,000 remaining unpaid was completely
written off as management believed that certain financial misrepresentations
were made in connection with its acquisition of IN. Legal counsel indicates it
does not appear likely that NexGen will be taking any affirmative action.

When IN and its successor company, Pompton Valley Publishing Co., ceased
operations in 2001 IN left debt owing various creditors amounting to $328,752.
Legal counsel at the time indicated the Company will not be held liable for the
debts of IN. Accordingly, the $328,752 of debt IN owes was written off in 2001.
In addition to the $328,752 of debt IN owes, a lawsuit is filed against IN for
apparent printing work provided for IN for an amount in excess of $40,000. Legal
counsel in 2001 indicated that IN, which is out of business, would not have to
pay it and that it would be difficult for the plaintiff to show liability to the
Company (ABSS as the parent).

NOTE 12 - Common Stock

December 31, 2003

Under Form S-8, the Company registered 937,500 shares to be issued for
consulting services. The agreements were entered into resulting in 375,000 of
these shares being issued with a total expense being recorded of $87,500.

Additionally, under this registration 62,500 shares of the Company's common
stock were issued to the Company's attorneys with a total expense being recorded
of $25,000.

                                      F-12

<PAGE>

In addition, 37,500 shares of the Company's common stock were issued for cash
consideration of $15,000.

Warrants have been issued to the new officers and directors of the Company, and
to the consultants mentioned above. Each warrant is equal to one share of common
stock. The aggregate number of stock warrants granted is 500,000 and they must
be exercised on or before 5 years, or November 26, 2008.

December 31, 2004

An aggregate of 75,000 shares of the warrants granted above were exercised for
the total consideration of $42,500.

On October 14, 2004, 100,000 shares of the Company's restricted common stock
were issued for settlement of the David Venebles judgment.

Services were exchanged for common stock during 2004 and 2003 in the amount of
7,404 shares valued at $7,000 and 437,500 shares valued at $112,500,
respectively

Re-incorporation/Stock Split/Name Change

The Company re-incorporated its domicile from Delaware to Nevada, increased the
authorized common stock from 20,000,000 to 100,000,000, reverse split its common
stock on a one for four share basis and changed its name from ABSS, Corp.
to NT
Holding Corp.

Warrants

The Company has the following unexercised warrants at December 31, 2004:

                         Number
                           of          Exercise
                        Warrants       Price
                      ------------- -------------
                         250,000       $ .10
                      ------------- -------------
                         250,000         .10
                      ------------- -------------
                          25,000         .60
                      ------------- -------------
                          25,000         .60
                      ------------- -------------


                                      F-13



<PAGE>


Item 8. Changes In and Disagreements With Accountants on Accounting and
        Financial Disclosure

None.

Item 8A. Controls and Procedures Evaluation of disclosure controls and
         procedures

Evaluation of disclosure controls and procedures
------------------------------------------------

Our principal executive officer and principal financial officer evaluated our
disclosure controls and procedures (as defined in rule 13a-14(c) and 15d-14(c)
under the Securities Exchange Act of 1934, as amended) as of a date within 90
days before the filing of this annual report (the Evaluation Date). Based on
that evaluation, our principal executive officer and principal financial officer
concluded that, as of the Evaluation Date, the disclosure controls and
procedures in place were adequate to ensure that information required to be
disclosed by us, including our consolidated subsidiaries, in reports that we
file or submit under the Exchange Act, is recorded, processed, summarized and
reported on a timely basis in accordance with applicable rules and regulations.

Although our principal executive officer and principal financial officer
believes our existing disclosure controls and procedures are adequate to enable
us to comply with our disclosure obligations, we intend to formalize and
document the procedures already in place and establish a disclosure committee.

Changes in internal controls
----------------------------

We have not made any changes to our internal controls subsequent to the
Evaluation Date. We have not identified any deficiencies or material weaknesses
or other factors that could affect these controls, and therefore, no corrective
action was taken.

Critical Accounting Policies
----------------------------

Our financial statements and related public financial information are based on
the application of accounting principles generally accepted in the United States
("GAAP"). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenue and expense 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 if 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.

Our significant accounting policies are summarized in Note 2 of our financial
statements. While all these significant accounting policies impact our financial
condition and results of operations, Our views certain of these policies as
critical. Policies determined to be critical are those policies that have the
most significant impact on our financial statements and require management to
use a greater degree of judgment and estimates. Actual results may differ from
those estimates. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or
estimate methodologies would cause effect on our consolidated results of
operations, financial position or liquidity for the periods presented in this
report.

                                       10
<PAGE>

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        With Section 16(a) of the Exchange Act

The directors and officers of the Company and its subsidiaries, as of December
31, 2004 and April 13, 2005, are set forth below. The directors hold office for
their respective term and until their successors are duly elected and qualified.
Vacancies in the existing Board are filled by a majority vote of the remaining
directors. The officers serve at the will of the Board of Directors.

Alan Lew, is President, Chief Financial Officer, Chief Executive Officer and a
member of the Board of Directors of NT Corp. Mr. Lew has vast experience and
contacts in the Biotechnology industry. He was most recently a Clinical site
manager with Pfizer Inc. where part of his responsibilities include monitoring
and locating new physicians for investigational trials. Mr. Lew has also worked
for Memorial Sloan-Kettering Hospital in New York City and Acorda Therapeutics.

Andre Todd is the Secretary and a member of the Board of Director of NT Holding
Corp. Mr. Todd experience includes capital markets, technical analysis and
operations for trading departments. Mr. Todd is a VP of Goldman Associates, a
research entity providing technical analysis and testing models for day traders.
He had also been employed at Bear Stearns. Mr. Todd holds a Bachelors degree
from Oregon State University, where he was a linebacker on the Varsity football
team.

Aaron Etra, BA, JD, LLM is a member of the Board of Director of NT Holding Corp.
Mr. Etra is an attorney and counselor at law specializing in commercial,
corporate, tax and personal law. Mr. Etra has an extensive background in real
estate and is President of Investors & Developers Associates, Inc., which
develops commercial, residential and industrial properties in the US. Mr. Etra's
extensive professional and community memberships includes: NY City Bar
Association, Real Estate Board of New York. U.N Representative for the Mexican
Academy of International Law, as well as several other various professional and
charitable organizations. Mr. Etra holds a Bachelors of Arts Degree majoring in
Political Science and Economics from Yale University, an LLM from New York
University, and a Juris Doctor from Columbia University.

Certain Legal Proceedings

No director, nominee for director, or executive officer of the Company has
appeared as a party in any legal proceeding material to an evaluation of his
ability or integrity during the past five years.

Compliance With Section 16(A) Of The Exchange Act

We have not filed a Form 5 for the year ending December 31, 2004.

Code Of Ethics

The Company has adopted a Code of Ethics applicable to its Chief Executive
Officer and Chief Financial Officer. This Code of Ethics is filed herewith as an
exhibit.

Item 10. Executive Compensation

None of the Company's officers or directors received any salary in 2004.

Item 11. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth as of April 13, 2005, information with respect to
the beneficial ownership of the Company's Common Stock by (i) each person known
by the Company to own beneficially 5% or more of such stock, (ii) each Director
of the Company who owns any Common Stock, and (iii) all Directors and Officers
as a group, together with their percentage of beneficial holdings of the
outstanding shares.

                                       11
<PAGE>


The following table sets forth information regarding the beneficial ownership of
the outstanding shares of Common Stock by persons known by the Company to
beneficially own more than 5% of the outstanding shares of Common Stock, by each
director and officer, by nominees for directors of the Company, and by all
directors and executive officers of the Company as a group:

NAMES AND ADDRESS OF
DIRECTORS, OFFICERS, AND                NUMBER OF             PERCENT
5% SHAREHOLDERS                         SHARES OWNED          OF CLASS

Alan Lew                               1,087,511                 35%

Aaron Etra(*)                             12,500                  **

Andre Todd(*)                             12,500                  **

Communications Holding Corp. (*)       1,000,000                 33%

* Mr. Etra and Mr. Todd are Directors of Communications Holding Corp. which owns
1,000,000 shares of the Company's common stock.

** Less than one (1%) percent.

Item 12. Certain Relationships and Related Transactions

None.

Transactions with Management and Others

No business relationship between the Company and any business or professional
entity, for which a director of the Company has served during the last fiscal
year or currently serves as an executive officer of, or has owned a 10% record
or beneficial interest in, has existed since the beginning of the Company's last
fiscal year, or currently exists, which represented or will represent payments
for property or services in excess of 5% of the Company's gross revenues for its
last full fiscal year or of the other entity's consolidated gross revenues for
its last full fiscal year.

In addition, except as noted below, the Company did not owe, at the end of its
last fiscal period, to any business or professional entity for which a director
of the Company has served during the last fiscal year or currently serves as an
executive officer, or has owned during the last fiscal year or currently owns a
10% record or beneficial interest in, an aggregate amount in excess of 5% of the
Company's total assets at the end of its last fiscal period. No director of the
Company has served as a partner or executive officer of any investment banking
firm that performed services for the Company during the last fiscal year or that
the Company proposes to have performed services during the current year, except
as noted below.

The operations of the Company are currently being funded by its majority
shareholder. Subject to a tentative agreement with a third party interested in
acquiring the majority interest in the Company, the major shareholder has agreed
to settle all monies owed by the Company to its majority shareholder.



                                       12
<PAGE>

PART IV

Item 13. Exhibits and Reports

The following documents are filed as part of this report:

1.   Financial statements; see index to financial statement and schedules
     immediately following the signature pages of this report.

2.   Financial statement schedules; see index to financial statements and
     schedules immediately following the signature pages of this report.

3.   Exhibits:

     Exhibit 99.1 Certification Pursuant to 18 U.S.C. Section 1350 as Adopted
     Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

     Exhibit 99.2 Certification of Chief Executive Officer and Chief Financial
     Officer

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

For our fiscal year ended December 31, 2004 we were billed $5,800 and for
December 31, 2003 we were billed $6,500 for professional services rendered for
the audit and review of our financial statements included in our periodic and
other reports filed with the Securities and Exchange Commission for our year
ended December 31, 2003.

Tax Fees

For our fiscal year ended December 31, 2004, we were not billed for professional
services rendered for tax compliance, tax advice, and tax planning.

All Other Fees

We did not incur any other fees related to services rendered by our principal
accountant for the fiscal year ended December 31, 2004.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, there unto duly authorized.

                                                 NT HOLDING CORP.

                                                 By: /s/  Alan Lew
                                                 ------------------------
                                                     Alan Lew
                                                     President, CEO, CFO
                                                     and Director

Dated: April 14, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

NAME                        TITLE                        DATE

/s/ Alan Lew                President, CEO, CFO and      April 14, 2005
    ------------------      Director
    Alan Lew




                                       13