UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________ FORM 10-K (MARK ONE) [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934  For the annual period ended December 31, 2007  [  ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934  For the transition period from _________ to _________  COMMISSION FILE NO. 000-15303  NT HOLDING CORP. (Name of Small Business Issuer in Its Charter)  NEVADA

65-1129912(State or other jurisdiction of
Incorporation or organization)

(I.R.S. Employer Identification No.)  1325 Airmotive #175Reno, NV, 89502 (Address of principal executive offices)  (775) 262-0128 (Issuer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:
None.  Check whether the issuer is not required to file reports pursuant
to Section 13 or 15(d) of the Exchange Act.   Yes [  ]
   No [X ]  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 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 registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this form 10-K
or any amendment to this Form 10-K. [  ]  Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).   Yes [  ]
  No [ X]  1   Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes [   ]   No [X]  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company:  Large
accelerated filer [  ]
Non-accelerated
filer   [   ]
Accelerated
filed [  ]
Smaller
reporting company [X]
  The issuers revenues for the fiscal year ended December 31, 2007
were $0  The aggregate market value of the registrants common stock held
by non-affiliates as of March 31, 2008 was $320,308/.15.  State the number of shares outstanding of each of the issuers
classes of equity securities, as of the latest practicable date:  Title of Each Class of Equity Securities

Number of Shares Outstanding as of March 31, 2008Common Stock,
$0.001 par value

25,839,203  Documents incorporated by reference: None. Transitional Small Business Disclosure Format (check one):
 Yes [  ]  No [X]  2   TABLE
OF CONTENTS  PART
I  Item
1.  Description of Business 4  Item
2   Description of Properties 8  Item
3.  Legal Proceedings 8  Item
4.   Submission of Matters to a Vote of Security Holders 8   PART
II  Item
5.   Market for Common Equity and Related Stockholder Matters 8  Item
6.   Managements Discussion and Analysis or Plan of Operation 9  Item
7.    Financial Statements 16  Item
8.   Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 16  Item
8A. Controls and Procedures 17   PART
III  Item
9.   Directors and Executive Officers of the Registrant 17  Item
10.  Executive Compensation 18  Item
11.  Security Ownership of Certain Beneficial Owners and Management 19  Item
12.  Certain Relationships and Related Transactions 19  Item
13.  Exhibits 19  Item
14.  Principal Accountant Fees and Services 20     3   This annual report contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. 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, our company believes, management
believes and similar language. These forward-looking statements are based on
our current expectations and are subject to certain risks, uncertainties and
assumptions, including those set forth in the discussion under Item 1.
Description of Business, and Item 6. Managements Discussion and Analysis,
including under the heading  Risk Factors under Item 6.  Our actual
results may differ materially from results anticipated in these forward-looking
statements. We base our forward-looking statements on information currently
available to us, and we assume no obligation to update them.  In addition,
our historical financial performance is not necessarily indicative of the
results that may be expected in the future and we believe that such comparisons
cannot be relied upon as indicators of future performance.  PART I  ITEM
1. DESCRIPTION
OF BUSINESS  SUMMARY  NT Holding Corp., (the "Company", "we", "our", "us" or "NTHH")
through its subsidiaries, invests in and operates companies in Asia that engage
in the energy and natural resources businesses.  Our headquarters are in
Nevada  However, we will not restrict our search to energy and natural
resources businesses in any particular geographic location.  We have
invested in and currently operate one subsidiary:  PT Borneo Mineral
Projects ("PT Borneo"), an Indonesia company owns a right of concession on coal
mines in Indonesia through Eastbay Management Limited ("Eastbay")  HISTORY
AND RECENT DEVELOPMENTS  We were 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 on April 25, 2002, we again changed our name to ABSS, Corp.  On November 1, 2005, pursuant to the terms of an Agreement for
Share Exchange (the "Tagalder Share Exchange Agreement") entered into by and
among us, Alan Lew, Tagalder C3 Holdings Inc., a British Virgin Islands
corporation ("Tagalder"), and the Shareholders of Tagalder (collectively the
"Shareholders"), we 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
our common stock (the "Tagalder Exchange Shares"). Following the issuance of the
Tagalder Exchange Shares, we had a total of 23,782,665 shares of common stock
issued and outstanding. Pursuant to the terms of the Tagalder Share Exchange
Agreement, additional consideration of $150,000 shall be paid to PNC upon the
earlier to occur of (a) successfully raising at least $150,000 from third party
investors, or (b) November 1, 2006.  As of December 31, 2006, we paid
$140,000 to PNC.  On April 7, 2006, we entered into a material definitive agreement
with Grand Canal Entertainment, Inc., a Delaware corporation ("Grand Canal")
wherein Grand Canal has agreed to purchase from us all of the outstanding
ownership of Tagalder. On October 31, 2006, we  4   entered into a Rescission Agreement (the Rescission Agreement)
with Grand Canal rescinding all previous agreements between the parties.
 The parties had previously entered into two agreements: (i) an agreement
on June 17, 2006 wherein the parties agreed that Grand Canal would return the
interest in Tagalder C3 Holdings to us and that us will be obligated to provide
Grand Canal with substitute consideration agreeable to Grand Canal within 60
days of the date of the Substitution Agreement; and (ii)  an agreement on
April 7, 2006, wherein we sold all of our interest in Tagalder C3 Holdings to
Grand Canal in exchange for 39,702,080 shares of Grand Canal. Due to certain
subsequent events, the parties mutually determined that it was in the best
interest of each of the parties to execute the Rescission Agreement, rescind
both of these agreements and unwinding the deal altogether.  On September 27, 2006, we entered into a material definitive
agreement with Shanxi Linfen Lingu Coal Mine Limited ("Lingu"), a coal mining
company located in Shanxi, China. We purchased 62.5% of the equity ownership of
Lingu through Grand Canal. The total consideration to be issued by us will be
9,023,200 shares of the common stock of Grand Canal that is owned by us in
exchange for 62.5% of the equity ownership of Lingu. The closing of the
Agreement is subject to the successful completion of due diligence by us and
approval by our Board of Directors.  As of December 31, 2006 and as of the
date of this report, our board of directors was not satisfied with the due
diligence results of Lingu and the acquisition of Lingu was not closed.
 Our board of directors determined that we will not acquire the equity
interest of Lingu.  On June 2, 2006, we completed an acquisition signed on May 10,
2006, which 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 19, 2006, we entered into a Purchase and Sale Agreement
with System Wealth Limited ("System Wealth") wherein we agreed to transfer all
of its interests in Tagalder to System Wealth in exchange for $800,000 to be
paid in installments over a six month period. The loss from the operations of
Tagalder was recorded as loss from discontinued operations in the statements of
operations for both the current period and for the period ended September 30,
2005.  On June 30, 2006, through AAMI, we closed an acquisition to
acquired 58% of the equity of Jinhai in exchange for $2,000,000, payable on or
before March 15, 2007.  Jinhai is a Chinese corporation that engages in
coking coal and steel production and is located in Shanxi Province in China.
Jinhai currently employs approximately 500 employees and its production
facilities occupy a landmass of approximately 2 million square feet. The current
production capability of Jinhai reached an annual output of approximately
180,000 tons of coking coal and 200,000 tons of steel. As of May 17, 2007 we
have not made the $2,000,000 payment to the shareholder of Jinhai.  On June 6, 2007, two of the our 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 transferred 7,941,408 shares of common stock of the Company
to Liu for a consideration of $130,320, while TG Wanasports  5   transferred 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, we 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 consideration,
Mr. Liang assumed 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).  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.  On
June 26, 2007, Mr. Chun Ka Tsun resigned as the Companys Chief Executive
Officer and as a member of the Companys Board of Directors. Also on June 26,
2007, Mr. Woo Chi Wai resigned as a member of the Companys Board of Directors.  Also
on June 26, 2007, Mr. Alan Lew was appointed as the new Chief Executive Officer
of the Company, and as a member of the Companys Board of Directors.  BUSINESS OVERVIEW  Through our wholly owned subsidiary Eastbay, we owned 70% of PT
Borneo that 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.  PRODUCTION FACILITIES  Through PT Borneo we own 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.  The construction of the production facilities of PT
Borneo was not completed and as of December 31, 2006 and as of the date of this
report, PT Borneo does not commence into mining operations in Indonesia.  OUR PRODUCTS  Since PT Borneo did not commence any operations as of December 31,
2007 and as of the date of this report, we did not offer any products to our
customers through PT Borneo.  TARGET MARKETS  As of December 31, 2007 and as of the date of this report, PT
Borneo did not commence into any operations.  However, should PT Borneo
commence mining operations, coal produced by PT Borneo will be exported from
Indonesia to South East Asia and southern China.     6   COMPETITION  The competitive environment in Indonesia for coal mining is spread
between large major coal exporters such as BP and Royal Tinto and many smaller
locally owned enterprises. BP and Royal Tinto are well capitalized to build out
their operations. The smaller coal minors are constantly looking for funding to
expand operations.  Add Indonesia  PRINCIPAL OFFICE  Our
headquarters is located at 1325 Airmotive #175, Reno, NV, 89502.  EMPLOYEES AND ORGANIZATION  Currently
we have a total of 3 employees as follows:  Company

Position
NumberNT
Holding Corp

President
1PT
Borneo
:
General
Manager
1Business
Manager
1TOTAL
3  The President of NTHH received no compensation from us during 2006
and 2007. We currently have an agreement for compensation of our chief
executive, and have no stock option plan or other equity compensation plan for
our directors and officers.  Also, the General Manager and the Business Manger of PT Borneo
received no compensation from PT Borneo and NTHH.  PATENTS AND INTELLECTUAL PROPERTIES  Through PT Borneo, we own 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.  However, this is neither a patent nor an
intellectual property and no monetary value was attached to this mining right in
our balance sheets as of December 31, 2007.  GOVERNMENT REGULATIONS  Since PT Borneo did not commence operations as of December 31,
2007, we are not subject to any Indonesia government regulations in the year of
2007.  BUSINESS
DEVELOPMENT  In 2008 we will continue with our construction on the production
facilities of PT Borneo.      7   ITEM
2 DESCRIPTION
OF PROPERTIES  Through PT Borneo we own a right of concession on coal mines in a
total area of 19,191 hectares in the territory of East Kalimantan of the
Republic of Indonesia.  ITEM
3 LEGAL
PROCEEDINGS  We are currently not involved in any litigation that we believe
could have a material adverse effect on our financial condition or results of
operations. There is no action, suit, proceeding, inquiry or investigation
before or by any court, public board, government agency, self-regulatory
organization or body pending or, to the knowledge of the executive officers of
our company or any of our subsidiaries, threatened against or affecting our
company, our common stock, any of our subsidiaries or of our Company's or our
Company's subsidiaries' officers or directors in their capacities as such, in
which an adverse decision could have a material adverse effect.  ITEM
4 SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS  No matter was submitted to the security holders for a vote during
the period covered by this report. PART II  ITEM
5 MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS  Our common stock was quoted on the Over-the-Counter Bulletin Board
(OTCBB) under the symbol NTHH.  The aggregate market value of the voting and non-voting common
equity held by non-affiliates of NTHH, based upon the average bid and asked
price of such common equity on March 31, 2008 as reported by the OTC BB, was
approximately $__. This number excludes shares of common stock held by each
officer and director of our Company and by each person who owns 5% or more of
the outstanding common stock, as these persons may be deemed to be affiliates.
This determination of affiliate status is not necessarily a conclusive
determination for other purposes.  Trading in our common stock has been limited and sporadic. The
following table shows the range of high and low bid quotations reported by the
OTCBB in each fiscal quarter from January 1, 2006 to March 31, 2008, and the
subsequent interim period. The OTCBB quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission, and may not represent actual
transactions. As of March 31, 2008, there were approximately 480 holders of
record of our common stock. This number does not include an indeterminate number
of shareholders whose shares are held by brokers in street name.  BID PRICES FOR THE REPORTING PERIOD  Year

Period

High

Low2005

First
Quarter

0.60

0.60Second
Quarter

1.30

0.25Third
Quarter

0.88

0.20Fourth
Quarter

0.75

0.26  8    2006

First
Quarter

1.19

0.21Second
Quarter

2.10

1.05Third
Quarter

2.42

0.45Fourth
Quarter

0.74

0.192007

First
Quarter

0.40

0.13Second
Quarter

0.07

0.04Third
Quarter

0.15

0.04Fourth
Quarter

0.07

0.03  DIVIDENDS  We presently intend to retain future earnings, if any, to provide
funds for use in the operation and expansion of our business. Accordingly, we
have not declared or paid any dividends to our common shareholders and do not
presently intend to do so. Any future decision whether to pay dividends will
depend on our financial condition and any other factors that our Board of
Directors deems relevant.  RECENT
SALES OF UNREGISTERED SECURITIES  There have been no sales of unregistered securities during the
period covered by this report.  ITEM
6  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.  This 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 "Description of Business" and "Management's Discussion and
Analysis or Plan of Operation". 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.  CRITICAL
ACCOUNTING POLICIES AND ESTIMATES  NTHHs 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.  9    Our significant accounting policies are summarized in Note 1 to
our financial statements. While all these significant accounting policies impact
its financial condition and results of operations, NTHH views certain of these
policies as critical. Policies determined to be critical are those policies that
have the most significant impact on NTHHs consolidated 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 an adverse effect on
our consolidated results of operations, financial position or liquidity for the
periods presented in this report.  Revenues
and cost of sales  Our revenue decreased from $9,891,094 for the year ended December
31, 2006 to $0 for the year ended December 31, 2007.  The decrease is
attributable to sale of Perfect Growth Venture Corp. to a third party as
described more fully in Note 15 to these financial statements.  Cost of
sales decreased also from $11,018,284 for year ended December 31, 2006 to $0 for
the year ended December 31, 2007.  During 2007 we incurred a gross loss of $267,585 from our
operations.  Operating expenses  For the year ended December 31, 2007 we did not incur any selling
and distribution expenses to support our operations.  Compared to the year
ended December 31, 2006, our selling and distribution expenses decreased by
$18,434 or 100%.  Such decrease is attributable to sale of Perfect Growth
Venture Corp. to a third party as described more fully in Note 15 to these
financial statements.  We incurred a total of $267,585 general and administrative
expenses for the year ended December 31, 2007 as compared to $705,910 for the
year ended December 31, 2006.  The general and administrative expenses of
2006 were mainly attributable to new administrative overhead as a result of
Jinhai acquisition during 2006 and the Company did not have those expenses in
2007.  LOSS BEFORE MINORITY INTEREST  In 2007 we reported a net income of $132,432, as compared to a net
loss of $641,843 for the year ended December 31, 2006.  DISCONTINUED OPERATIONS  For the year ended December 31, 2007 we recorded an income from
discontinued operations in the amount of $400,017.  This included a loss
from discontinued operations of $204,813 and a gain on disposal of discontinued
operations amounted to $604,830.  COMPREHENSIVE GAIN  In 2007 we incurred a comprehensive gain of $132,432, a reduction
of a loss of $450,652 from 2006.  Our reduction in comprehensive loss in
2007 against 2006 is mainly due to:   10   LIQUIDITY
AND CAPITAL RESOURCES  As of December 31, 2007 our cash balance amounted to $0  From time to time we may require extra funding through financing
activities and investments to expand the operations of PT Borneo.  Funding
is required for construction of facilities for 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 December 31,
2007 and date of this report, we did not have any plan for additional
funding.  NEW
ACCOUNTING PRONOUNCEMENTS  The implementations of the above pronouncements are not expected
to have a significant effect on our consolidated financial statement
presentation or disclosure.  INFLATION  Inflation
has not had a material impact on our business.  RISK
FACTORS  Our business, financial condition, operating results and prospects
are subject to the following risks.  Additional risks and uncertainties not
presently foreseeable to us may also impair our business operations. If any of
the following risks actually occurs, our business, financial condition or
operating results could be materially adversely affected. In such case, the
trading price of our common stock could decline, and our stockholders may lose
all or part of their investment in the shares of our common stock.  Risks
Relating to Our Company We cannot assure you that our growth strategy will be
successful. One of our growth strategies in PT Borneos operations is to grow
through proving out the coal reserves of PT Borneo.  However, many
obstacles to entering such new markets exist, including, but not limited to,
international trade and tariff barriers, shipping and delivery costs, costs
associated with marketing efforts abroad and maintaining attractive foreign
exchange ratios.  We cannot, therefore, assure you that we will be able to
successfully overcome such obstacles and establish our products in any
additional markets.  Our inability to implement this organic growth
strategy successfully may have a negative impact on our ability to grow and on
our future financial condition, results of operations or cash flows. We cannot assure you that our acquisition growth strategy will
be successful. In addition to our organic growth strategy for PT Borneo, we also
expect to grow through strategic acquisitions.  We intend to pursue
opportunities to acquire businesses that are complementary or related to energy
and natural resources.  We may not be able to locate suitable acquisition
candidates at prices that we consider appropriate or to finance acquisitions on
terms that are satisfactory to us.  If we do identify an appropriate
acquisition candidate, we may not be able to negotiate successfully the terms of
an acquisition, finance the acquisition or, if the acquisition occurs, integrate
the acquired business into our existing business.  Acquisitions of
businesses or other material operations may require debt financing or additional
equity  11   financing, resulting in leverage or dilution of ownership.
 We also may not be able to maintain key employees or customers of an
acquired business or realize cost efficiencies or synergies or other benefits we
anticipated when selecting our acquisition candidates.  In addition, we may
need to record write-downs from future impairments of intangible assets, which
could reduce our future reported earnings.  At times, acquisition
candidates may have liabilities or adverse operating issues that we fail to
discover through due diligence prior to the acquisition. If we are not able to implement our strategies in achieving our
business objectives, our business operations and financial performance may be
adversely affected. Our business plan is based on circumstances currently prevailing
and the bases and assumptions that certain circumstances will or will not occur,
as well as the inherent risks and uncertainties involved in various stages of
development. However, there is no assurance that we will be successful in
implementing our strategies or that our strategies, even if implemented, will
lead to the successful achievement of our objectives. If we are not able to
successfully implement our strategies, our business operations and financial
performance may be adversely affected.  The
type of business that may be acquired is not identified  Our investors and stockholders have to rely on our management to
determine which target business to pursue.  There are no controlling
parameters of the business to be acquired. Thus, ultimately an investment will
depend on the target business and therefore investors in us will be subject to
all the risks that would be associated with that selected business. Our
management may have the right to approve and authorize a reverse merger
transaction with a target company without obtaining the vote of the majority of
our stockholders. Intense competition from existing and new entities may
adversely affect our revenues and profitability. Our subsidiary, PT Borneo, competes with other companies, many of
whom are developing or can be expected to develop products similar to ours.
Although our market is a large market with limited competitors, many of our
competitors are more established than we are, and have significantly greater
financial, technical, marketing and other resources than we presently possess.
Some of our competitors have greater name recognition and a larger customer
base. These competitors may be able to respond more quickly to new or changing
opportunities and customer requirements and may be able to undertake more
extensive promotional activities, offer more attractive terms to customers, and
adopt more aggressive pricing policies. We cannot assure you that we will be
able to compete effectively with current or future competitors or that the
competitive pressures we face will not harm our business. The products and the processes we use could expose us to
substantial liability. In our PT Borneo subsidiary, once we commence into operations, we
face an inherent business risk of exposure to drilling, exploration and
processing of coal and related products. To date, we have not experienced any
accidents, claims and liabilities arisen from drilling, exploration and
processing of coal and related products. However, that does not mean that we
will not have any such accidents, claims and liabilities in the future.   12   We may never pay any dividends to our shareholders. We did not declare any dividends for the year ended December 31,
2007. Our board of directors does not intend to distribute dividends in the near
future. The declaration, payment and amount of any future dividends will be made
at the discretion of the board of directors, and will depend upon, among other
things, the results of our operations, cash flows and financial condition,
operating and capital requirements, and other factors that the board of
directors considers relevant. There is no assurance that future dividends will
be paid, and if dividends are paid, there is no assurance with respect to the
amount of any such dividend.  Our operations require us to comply with a number of U.S. and
international regulations. We need to comply with a number of international regulations in
countries outside of the United States. In addition, we must comply with the
Foreign Corrupt Practices Act, or FCPA, which prohibits U.S. companies or
their agents and employees from providing anything of value to a foreign
official for the purposes of influencing any act or decision of these
individuals in their official capacity to help obtain or retain business, direct
business to any person or corporate entity or obtain any unfair advantage. Any
failure by us to adopt appropriate compliance procedures and ensure that our
employees and agents comply with the FCPA and applicable laws and regulations in
foreign jurisdictions could result in substantial penalties and/or restrictions
in our ability to conduct business in certain foreign jurisdictions. The U.S.
Department of The Treasurys Office of Foreign Asset Control, or OFAC,
administers and enforces economic and trade sanctions against targeted foreign
countries, entities and individuals based on U.S. foreign policy and national
security goals. As a result, we are restricted from entering into transactions
with certain targeted foreign countries, entities and individuals except as
permitted by OFAC, which may reduce our future growth.  We may incur significant costs to ensure compliance with
U.S. corporate governance and accounting requirements. We may incur significant costs associated with our public company
reporting requirements, costs associated with newly applicable corporate
governance requirements, including requirements under the Sarbanes-Oxley Act of
2002 and other rules implemented by the Securities and Exchange Commission and
the American Stock Exchange.  We expect all of these applicable rules and
regulations to increase our legal and financial compliance costs and to make
some activities more time-consuming and costly. We also expect that these
applicable rules and regulations may make it more difficult and more expensive
for us to obtain director and officer liability insurance and we may be required
to accept reduced policy limits and coverage or incur substantially higher costs
to obtain the same or similar coverage. As a result, it may be more difficult
for us to attract and retain qualified individuals to serve on our board of
directors or as executive officers. We are currently evaluating and monitoring
developments with respect to these newly applicable rules, and we cannot predict
or estimate the amount of additional costs we may incur or the timing of such
costs.       13   We may be required to raise additional financing by issuing new
securities with terms or rights superior to those of our shares of common stock,
which could adversely affect the market price of our shares of common
stock. We may require additional financing to fund future operations,
including expansion in current and new markets as well as acquisition. Because
of the early stage of development of our operations and exposure to market risks
associated with economies in emerging markets, we may not be able to obtain
financing on favorable terms or at all.  If we raise additional funds by
issuing equity securities, the percentage ownership of our current shareholders
will be reduced, and the holders of the new equity securities may have rights
superior to those of the holders of shares of common stock, which could
adversely affect the market price and the voting power of shares of our common
stock. If we raise additional funds by issuing debt securities, the holders of
these debt securities would similarly have some rights senior to those of the
holders of shares of common stock, and the terms of these debt securities could
impose restrictions on operations and create a significant interest expense for
us. We may have difficulty raising necessary capital to fund
operations as a result of market price volatility for our shares of common
stock. In recent years, the securities markets in the United States have
experienced a high level of price and volume volatility, and the market price of
securities of many companies have experienced wide fluctuations that have not
necessarily been related to the operations, performances, underlying asset
values or prospects of such companies. For these reasons, our shares of common
stock can also be expected to be subject to volatility resulting from purely
market forces over which we will have no control. If our business development
plans are successful, we may require additional financing to continue to develop
and exploit existing and new technologies and to expand into new markets. The
exploitation of our technologies may, therefore, be dependent upon our ability
to obtain financing through debt and equity or other means.  Impracticability
of Exhaustive Investigation  We have limited funds and lack full-time management, which will
likely make it impracticable to conduct a complete and exhaustive investigation
and analysis of a business opportunity before we commit our limited capital and
other resources to acquire a target business. Management decisions, therefore,
likely will be made without detailed feasibility studies, independent analysis,
market surveys, and the like which, if we had more funds available to us, would
be desirable. We will be particularly dependent in making decisions upon
information provided by owner or finders associated with the business
opportunity seeking to be acquired by us.  Lack
of Diversification  Because of our limited financial resources, it is unlikely that we
will be able to diversify our acquisitions or operations. The inability to
diversify our activities into more than one area will subject our investors and
stockholders to economic fluctuations within a particular business or industry
and therefore increase the risks associated with the investment.      14   Possible
Reliance upon Unaudited Financial Statements  We will require audited financial statements from target companies
that we propose to acquire.  No assurance can be given, however, that
audited financials will be available at the closing of the any acquisition
transaction. In cases where audited financials are unavailable, we will have to
rely upon unaudited information received from target companies' management that
has not been verified by outside auditors.  We might need to comply with other regulations during for
business expansion through acquisitions.  Any acquisition made by us may be of a business that is subject to
regulation or licensing by federal, state, or local authorities. Foreign
companies may also be considered, and be subject to similar business regulations
as are applicable in the United States and also may be subject to limitations on
ownership by foreign persons and entities. Compliance with such regulations and
licensing can be expected to be a time-consuming, expensive process and may
limit our other investment opportunities. We intend to pursue potential business
opportunities in foreign countries, including China, and as such, such
opportunities will be subject to foreign country laws and regulations affecting
foreign investment, business operations, currency exchange, repatriation of
profits, and taxation, which will increase the risk of your investment.  Thinly-traded
Public Market  Our securities will be very thinly traded, and the price if traded
may not reflect the value of our Company.  There can be no assurance that
there will be an active market for our shares.  The market liquidity will
be dependant on the perception of the operating business and any steps that its
management might take to bring the Company to the awareness of investors. There
can be no assurance given that there will be any awareness generated.
Consequently investors may not be able to liquidate their investment or
liquidate it at a price that reflects the value of the business. If a more
active market should develop, the price may be highly volatile. Because there
may be a low price for our securities, many brokerage firms may not be willing
to effect transactions in the securities. Even if an investor finds a broker
willing to effect a transaction in the securities, the combination of brokerage
commissions, transfer fees, taxes, if any, and any other selling costs may
exceed the selling price. Further, many lending institutions will not permit the
use of such securities as collateral for any loans.  15     ITEM
7 FINANCIAL
STATEMENTS.  The
following financial statements required by this item are filed herewith
following the signature page to this report:   Report
of Independent Registered Public Accounting Firm F-1  Balance
Sheet as of December 31, 2007 F-2  Statement
of Operations for the period from May 27, 2005 F-3 (Date
of inception) to December 31, 2007  Statement
of Stockholders' Equity for the period from F-4 May
27, 2005  (Date of inception) to December 31, 2007   Statement
of Cash Flows for the period from May 27, 2005 F-5 (Date
of inception) to December 31, 2007  Notes
to Financial Statements F-7
to F-12   ITEM
8 CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE  As approved by our Board of Directors, on March 19, 2007, the
accounting firm of Madsen & Associates CPAs, Inc. was retained by the
Company; and the Companys previous auditor, Child, Van Wagoner & Bradshaw,
PLLC, 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.  Our board approved to reengage Madsen 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. 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 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 or current accountants, 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.  16    ITEM 8A 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 III  ITEM
9 DIRECTORS
AND EXECUTIVE OFFICERS OF THE REGISTRANT  The table below sets forth the names and ages of our current
directors and executive officers, their principal offices and positions and the
date each such person became a director or executive officer of our Company. Our
executive officers are appointed annually by the Board of Directors. Our
directors serve one year terms until their successors are elected. The executive
officers serve terms of one year or until their death, resignation or removal by
the Board of Directors. There are no family relationships between any of the
directors and executive officers. In addition, there were no arrangements or
understanding between any executive officer and any other person pursuant to
which any person was selected as an executive officer. Currently, directors are
not compensated for serving on the Board of Directors. We have not established
compensation or executive committees. Currently, our entire board of directors
serves as our audit committee. Because of the small size of the Company and the
risk attendant to a small public company, we are currently unable to attract an
audit committee financial expert to our Board of Directors.     17   RESIGNATION
AND APPOINTMENT OF DIRECTOR  On
June 26, 2007, Mr. Chun Ka Tsun resigned as the Companys Chief Executive
Officer and as a member of the Companys Board of Directors. Also on June 26,
2007, Mr. Woo Chi Wai resigned as a member of the Companys Board of Directors.
That same day, Mr. Alan Lew was appointed as the new Chief Executive Officer of
the Company, and as a member of the Companys Board of Directors.  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.  FAMILY
RELATIONSHIPS  There are no family relationships between any of directors or
executive officers or any other director or executive officer.  INDEMNIFICATION
OF DIRECTORS AND OFFICERS  The articles of incorporation of the Company limit the liability
of directors to the maximum extent permitted by Nevada law. This limitation of
liability is subject to exceptions including intentional misconduct, obtaining
an improper personal benefit and abdication or reckless disregard of director
duties. The articles of incorporation and bylaws of the Company provide that we
may indemnify its directors, officer, employees and other agents to the fullest
extent permitted by law.  The bylaws also permit us to secure insurance on
behalf of any officer, director, employee or other agent for any liability
arising out of his or her actions in such capacity, regardless of whether the
bylaws would permit indemnification. We currently do not have such an insurance
policy.  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted for our directors, officers and
controlling 1934 persons pursuant to the foregoing provisions, or otherwise, The
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  CODE
OF ETHICS  The Company has adopted a code of ethics, which is incorporated by
reference.   ITEM
10 EXECUTIVE
COMPENSATION  Our executive and director received no compensation from the
Company for the years ended December 31, 2006 and December 31, 2007. We
currently have an agreement for compensation of our President, and have no stock
option plan or other equity compensation plan for our employees.   18    ITEM
11 SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND ANAGEMENT  Mr. Alan Lew, age 33, is currently the President and Secretary of
NT Holding Corp. Mr.Lew is also President of PNC Labs, Inc., our majority
shareholder. Mr. Lew has vast experience and contacts in the biotechnology
industry. Mr. Lew has worked for Sloan-Kettering Hospital in New York City,
Pfizer, and other biotech companies.  The following table sets forth certain information regarding
beneficial ownership of common stock as of March 31, 2008  by each person
known to us to own beneficially more than 5% of our common stock, each of our
directors, each of our named executive officers; and all executive officers and
directors as a group.  Name

Position Held

Shares Owned

% OwnedAlan Lew

President

134,079

less than 1%PNC LABS, INC.



19,433,040

75.21%
  ITEM
12 CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS  NIL  ITEM
13 EXHIBITS  The
following exhibits are included as part of this report:  14.
     Code of Ethics (1) 31.1
   Sarbanes Oxley Section 302 Certification of Chief Executive
Officer 31.2
   Sarbanes Oxley Section 302 Certification of Chief Financial
Officer 32.1 Sarbanes
Oxley Section 906 Certification of Chief Executive Officer 32.2 Sarbanes
Oxley Section 906 Certification of Chief Financial Officer ________ (1)
incorporated by reference to the Companys Annual Report on Form 10-K for the
year ended December
31, 2005.                19   ITEM
14 PRINCIPAL
ACCOUNTANT FEES AND SERVICES  AUDIT
FEES  For the year ended December 31, 2007 We paid our fees for our
audit for the year ended December 31, 2007 in 2008.  We do not currently have an audit committee of the Board of
Directors and the full Board of Directors did not pass on whether any non-audit
services impacted our auditor's independence. We currently do not have any
policy for approval of audit and permitted non-audit services by our independent
auditor. We plan to appoint an audit committee of our Board of Directors and
adopt procedures for approval of audit and non-audit services.  ALL
OTHER FEES  None  20    SIGNATURES  In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.   Date:
April 14, 2007 NT
HOLDING CORP.   By:/s/ Alan Lew Alan
Lew Chief
Executive Officer and Chairman  By:
/s/Alan Lew Alan
Lew Chief
Financial Officer  In
accordance with the Exchange Act, this report has been signed below by the
following person on behalf of the registrant and in the capacities and on the
dates indicated.   Date:
April 14, 2008  /s/
Alan
Lew Alan
Lew Director    21    Madsen
& Associates CPAs, Inc.  Board
of Directors NT
Holding Corp. and Subsidiaries   REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM  We
have audited the accompanying consolidated balance sheets of NT Holding Corp.
and Subsidiaries as of December 31, 2007 and 2006 and the consolidated
statements of operations, stockholders equity and cash flows for the years then
ended.  These consolidated financial statements are the responsibility of
the Companys management.  Our responsibility is to express an opinion on
these consolidated financial statements based on our audit.  We
conducted our audit in accordance with auditing standards of the Public Company
Accounting Oversight Board (PCAOB).  Those standards require that we plan
and perform an audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting.  Our audit included consideration of internal control
over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the companys internal control over financial
reporting.  Accordingly, we express no such opinion.  An audit also
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, significant estimates made by management and
evaluating the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.  In
our opinion, these consolidated financial statements referred to above present
fairly, in all material aspects, the consolidated financial position of the
Company as of December 31, 2007 and 2006, and the consolidated results of its
operations and 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.  The Company does not have the necessary
working capital to service its debt and for its planned activity, which raises
substantial doubt about its ability to continue as a going concern.
 Managements plans in regard to these matters are described in the
footnotes to the financial statements.  These financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.    s/Madsen
& Associates CPAs, Inc. Madsen
& Associates CPAs, Inc. April
12, 2008 Salt
Lake City, Utah  F-1    NT HOLDING CORP. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSDECEMBER 31, 2007 and 2006December 31,2007

2006ASSETSCURRENT
ASSETS:Cash
and cash equivalents
$
                        -

$
         38,519Accounts
receivable
1,902,156

3,243,645Inventories
-

2,899,177Prepayments
and other receivables
-

3,542,300Total
Current Assets
1,902,156

9,723,641OTHER
ASSETS:Property,
plant and equipment
-

4,820,376Construction
in progress
-

6,569,495Total
Other Assets
-

11,389,871TOTAL
ASSETS
$
        1,902,156

$   21,113,512LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT
LIABILITIES:Accounts
payable and accrued expenses
$
          106,191

$      6,692,621Other
payables
1,700,000

4,516,603Due
to stockholders
44,000

10,000Deferred
revenue
-

5,321,241Tax
payable
-

271,192Short-term
loan
-

1,384,911Total
Current Liabilities
1,850,191

18,196,568LONG-TERM
LIABILITIESLong-term
loan
-

307,417MINORITY
INTEREST
179,402

3,314,481TOTAL
LIABILITIES
2,029,593

21,818,466COMMITMENTS
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;25,839,203
shares issued and outstandingat
December 31, 2007 and 2006, respectively
25,839

25,839Additional
paid-in capital
859,061

859,061Accumulated
(deficit)
(1,012,337)

(1,781,025)Accumulated
other comprehensive income
-

191,171Total
Stockholders' Equity (Deficiency)
(127,437)

(704,954)TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
$
       1,902,156

$   21,113,512    The accompanying notes
are an integral part of these financial statements.  F-2    NT HOLDING
CORP. AND SUBSIDIARIESCONSOLDIATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOMEFor the Years
Ended December 31, 2007 and 2006December 31,2007

2006REVENUES



$
                     -

$
     9,891,094COST
OF SALES



-

11,018,284GROSS
LOSS



-

(1,127,190)OPERATING
EXPENSES:Selling
and distribution expenses



-

18,434General
and administrative expenses



143,485

705,910Impairment
of goodwill



-

564,939TOTAL
OPERATING EXPENSES



143,485

1,289,283(LOSS)
FROM CONTINUTING OPERATIONS



(143,485)

(2,416,473)OTHER
INCOME (EXPENSE)Interest
income



-

-Interest
expense



-

(153,703)Other



-

37,010NET
OTHER INCOME (EXPENSE)



-

(116,693)(LOSS)
FROM CONTINUTING OPERATIONSBEFORE
TAXES AND MINORITY INTEREST



(143,485)

(2,533,166)PROVISION
FOR INCOME TAXES



-

120,583NET
LOSS BEFORE MINORITY INTEREST



(143,485)

(2,412,583)MINORITY
INTERESTS IN SUBSIDIARY



-

831,779DISCONTINUED
OPERATIONSIncome/(Loss)
from discontinued operations



210,786

(88,035)Gain
on disposal of subsidiary



10,000

1,027,026INCOME
FROM DISCONTINUED OPERATIONS



220,786

938,991NET
INCOME (LOSS)



$
           77,301

$
       (641,813)FOREIGN
CURRENCY TRANSLATION



-

191,171COMPREHENSIVE
(LOSS)



$
           77,301

$
       (450,642)NET (LOSS) PER SHARE:BASIC
AND DILUTED



$
               0.00

$
             (0.02)WEIGHTED AVERAGE SHARES
OUTSTANDING:BASIC
AND DILUTED



25,839,203

25,839,203  The accompanying notes
are an integral part of these financial statements  F-3


NT HOLDING CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(DEFICIENCY)FROM JANUARY 1, 2006 TO DECEMBER 31, 2007Accumulated

NetAdditional



Other

Stockholders'Preferred Stock

Capital Stock

Paid-in

Accumulated

Comprehensive

EquityShares

Amount

Shares

Amount

Capital

(Deficit)

(Loss)

(Deficiency)Balance-January
1, 2006
-

$
            -

25,836,203

$     25,839

$     859,061

$      (1,139,221)

$
             (82,945)

$
      (337,266)82,945

82,945Comprehensive
income:Net
(Loss)
-

-

-

-

-

(641,813)

-

(641,813)Foreign
currency translation
-

-

-

-

-

-

191,171

191,171Balance-December
31, 2006
-

-

25,836,203

25,839

859,061

(1,781,034)

191,171

(704,963)Prior
period adjustment
-

-

-

-

-

691,396

-

691,396Comprehensive
income:Net
Income
-

-

-

-

-

77,301

-

77,301Foreign
currency translation
-

-

-

-

-

-

(191,171)

(191,171)Balance,
December 31, 2007
-

$
            -

25,836,203

$     25,839

$     859,061

$      (1,012,337)

$
                          -

$
      (127,437)      The accompanying notes
are an integral part of these financial statements


F-4


NT HOLDING CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSFor the Years Ended December 31, 2007 and
2006December 31,2007

2006CASH
FLOWS FROM OPERATING ACTIVITIES:Net
income (loss)
$
                 77,301

$
          (641,813)Adjustments
to reconcile net loss to net cash usedin
operating activities:Depreciation
and amortization
-

807,521Impairment
of goodwill
-

564,939Common
stock issued for services
-

-Minority
interests
-

(831,779)Gain
from discontinued operations
(220,786)

(938,991)Changes
in operations assets and liabilities from disposalof
subsidiary
(32,110)

-Changes
in assets and liabilities, net of acquisitions:(Increase)
in accounts receivable
-

(3,243,645)Decrease
in inventories
-

788,953Decrease
in other receivables and prepayments
-

1,471,452Increase
in accounts payable and accrued expenses
98,841

1,083,535(Decrease)
in other payables
-

(1,163,452)Increase
in deferred revenues
-

1,411,290(Decrease)
in tax payable
-

(93,080)(Decrease)
in due to shareholder
44,000

(140,000)Net
cash used in operating activities
(32,754)

(925,070)CASH
FLOWS FROM INVESTING ACTIVITIES:Increase
in cash from acquisition of subsidiaries
-

618,692(Decrease)
in cash from disposal of subsidiaries
(5,765)

618,692(Decrease)
in construction in progress
-

(259,480)Purchase
of property, plant and equipment
-

(854,580)Net
cash used in investing activities
(5,765)

123,324CASH
FLOWS FROM FINANCING ACTIVITIES:Increase
in short-term loan
-

1,163,366Increase
in long-term loan
-

7,251Net
cash provided by financing activities
-

1,170,617NET
(DECREASE) IN CASH
(38,519)

368,871EFFECT
OF FOREIGN EXCHANGE RATE CHANGES
-

191,171CASH
AT BEGINNING PERIOD
38,519

97,169CASH
AT END OF PERIOD
$
                           -

$
            657,211SUPPLEMENTAL
CASH FLOW INFORMATION:Cash
paid for interest
$
                           -

$
                       -Cash
paid for income taxes
$
                           -

$
                       -Offset
of debt for warrants exercised
$
                           -

$
                       -Common
stock issued for liquidation of liabilities
$
                           -

$
                       -  The accompanying notes
are an integral part of these financial statements


F-5


NT HOLDING CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2007 and
2006 -------------------------------------------------------------------------------- NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES  The Company was
incorporated on April 11, 1984 under the laws of the State of Delaware.
 Through its subsidiaries, the Company invests in and operates companies
that engage in the energy and natural resources businesses.  Currently the
Company operates one subsidiary: PT Borneo Mineral Projects ("PT Borneo"), an
Indonesia company owns a right of concession on coal mines in Indonesia through
Eastbay Management Limited ("Eastbay")  As of December 31, 2006
the Company owned 58% of the equity of Jinhai through AAMI and 70% of PT Borneo
through Eastbay.  As of December 31, 2007 the Company owns 70% of PT Borneo
through Eastbay.  The Company has made
several acquisitions and disposals of various business entities and activities.
 These business activities are more fully described and discussed in Note 3
to the financial statements.  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
transferred 7,941,408 shares of common stock of the Company to Liu for a
consideration of $130,320, while TG Wanasports will transferred 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
assumed 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 March 31, 2007) from
System Wealth (from sales of Shanxi Fujia).  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 2  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES  (a) Economic and
Political Risk  The Companys major
operations during 2007 and 2006 were conducted in the Peoples Republic of China
PRC. Accordingly, the political, economic, and legal environments in the PRC,
as well as the general state of the PRCs economy may influence the Companys
business, financial condition, and results of operations.  The Companys major
operations in the PRC were subject to special considerations and significant
risks not typically associated with companies in North America and Western
Europe. These include risks associated with, among others, the political,
economic, and legal environment.


F-6


The Companys results may be adversely affected by changes in
governmental policies with respect to laws and regulations, anti-inflationary
measures, and rates and methods of taxation, among other things.  (b) Plant and Equipment  Plant and equipment are
carried at cost less accumulated depreciation. Depreciation is provided over the
assets estimated useful lives, ranging from three to forty years, using the
straight-line method.  The cost and related
accumulated depreciation of assets sold or otherwise retired are eliminated from
the accounts and any gain or loss is included in the statement of income. The
cost of maintenance and repairs is charged to expense as incurred, whereas
significant renewals and improvements are capitalized.  (c) Accounting for the
Impairment of Long-Lived Assets  The long-lived assets
held and used by the Company are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of assets may not be
recoverable. It is reasonably possible that these assets could become impaired
as a result of technology or other industry changes. Determination of
recoverability of assts to be held and used is done by comparing the carrying
amount of an asset to future net undiscounted cash flows to be generated by the
assets. If such assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of the assets
exceeds the fair value of the assets. Assets to be disposed of are reported at
the lower of the carrying amount or fair value less costs to sell.  (d) Construction in
Progress  Construction in
progress represents direct costs of construction or acquisition and design fees
incurred to construct plant locations for the Company. Capitalization of these
costs ceases and the construction in progress is transferred to plant and
equipment when substantially all the activities necessary to prepare the assets
for their intended use are completed. No deprecation is provided until
construction is completed and the asset is ready for its intended use.  (e) Inventories  Inventories consisting
of raw materials, work-in-progress, and finished goods are stated at the lower
of cost or net realizable value. Work-in-progress has nothing assigned to it
because of the rapid conversion time involved in processing raw materials into
finished goods.  Finished goods are comprised of direct materials, direct
labor and a portion of overhead. Cost is calculated using a weighted average on
a first-in, first-out method of accounting.  (f) Cash and Cash
Equivalents  The Company considers
all highly liquid investments purchased with original maturities of three months
or less to be cash equivalents. The Company does not maintain any bank accounts
outside the PRC.  (g) Fair Value of
Financial Instruments  The Companys financial
instruments include cash and cash equivalents, prepaid inventory, other
receivables, accounts payable, accrued liabilities, taxes payable, due to
officers and owners, short-term loans, customer deposits (deferred revenue).
Management has estimated that the carrying amounts approximate their fair values
due to their intended short-term nature.


F-7


(h) Revenue Recognition  Revenues represent the
invoiced value of goods sold, recognized upon the delivery of goods to
customers, less any sales discounts and allowances. Service income is recognized
when services are provided.  (i) Financial
Statements Presented in United States Dollars  The accompanying
financial statements are presented in United States Dollars ($) instead of the
functional currency of the Company, which is the Renminbi (RMB), the currency
used in the PRC.  (j) Retirement Benefits  The country of PRC
mandates companies to contribute funds into the national retirement system,
which benefits qualified employees based on where they were born within the
country. The Company pays the required payment of qualified employees of the
Company as a payroll tax expense. Very few employees in the Company fall under
the mandatory conditions requiring the Company to pay as a payroll tax expense
into the retirement system of the PRC. The Company provides no other retirement
benefits to its employees.  (k) Use of Estimates  The presentation of
financial statements in conformity with generally accepted accounting principles
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 financial
statements and reported amounts of revenues and expenses using the best
information available at the time the estimates are made; however, actual
results could differ materially from those estimates.  (l) Income Taxes  The Company recognizes
deferred income tax assets or liabilities for the expected future tax
consequences of events that have been recognized in the financial statements or
income tax returns. Deferred income tax assets or liabilities are determined
based upon the difference between the financial statement and tax bases of
assets and liabilities using enacted tax rates expected to apply when the
differences are expected to be settled or realized. Deferred income tax assets
are reviewed periodically for recoverability and valuation allowances are
provided as necessary. We classify penalties and interest as income taxes as
allowed by FIN 48, Accounting for Uncertainty in Income Taxes.  A
valuation allowance is provided for deferred tax assets if it is more likely
than not these items will either expire before the Company is able to realize
their benefits, or that future realization is uncertain.  In accordance with the
relevant tax laws and regulations of the PRC, the corporation income tax rate is
33%. of net income (profits) before income taxes.  At times generally
accepted accounting principles in the United States of America requires the
Company to recognize certain income and expense that does not conform to the
timing and conditions allowed by the PRC. The Company had no timing differences
that would benefit a future period; therefore, no income tax benefits are
recognized in the financial statements.  (m) Related Parties  Parties are considered
to be related to the company if the company has the ability, directly or
indirectly, to control the party, or exercise significant influence over the
party in making financial and operating decisions, or vice versa; or where the
company and the party are subject to common control or common significance.
Related parties may be individuals (being members of


F-8


key management personnel, significant shareholders and/or their
close family members) or other entities which are under the significant
influence of related parties of the company where those parties are individuals,
and post-employment benefit plans which are for the benefits of employees of the
company or of any entity that is a related party of the company.  (n) Concentrations of
Credit Risk  Cash and cash
equivalents and accounts receivable are potentially subject to concentration of
credit risk. Cash and cash equivalents are deposited with financial institutions
that management believes are of high credit quality. (o) Foreign currency conversion  The accompanying
financial statements are presented in US dollars. The functional currency during
2007 and 2006 was the Renminbi ("RMB") of the PRC. The financial statements are
translated into US dollars from RMB at year-end exchange rates for assets and
liabilities, and weighted average exchange rates for revenues and expenses.
Capital accounts are translated at their historical exchange rates when the
capital transactions occurred.  On July 21, 2005, the
PRC changed its foreign currency exchange policy from a fixed RMB/USD exchange
rate into a flexible rate under the control of the PRC's government. The
financial statements are translated into US dollars from RMB at an exchange rate
of 7.807 RMB to 1.00 US dollar for assets and liabilities, weighted average
exchange rates of 7.939 RMB to 1.00 US dollar for revenues and expenses and
capital accounts are translated at their historical exchange rates when the
capital transactions occurred. The change in conversion rate of RMB against US
dollar resulted in a gain in translation of $191,171 for the year ended December
31, 2006.  The change in
conversion rate of RMB against the US dollar resulted in a loss in translation
of $5,973, which was all .  (p) New Accounting
Pronouncements  Below is a listing of
the most recent accounting standards SFAS 150-154 and their effect on the
Company.  Statement No.
150  Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity
(Issued 5/03)  This Statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity.  Statement No.
151  Inventory Costs-an
amendment of ARB No. 43, Chapter 4 (Issued 11/04)  This statement amends
the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the
accounting for abnormal amounts of idle facility expense, freight, handling
costs, and wasted material (spoilage).  Paragraph 5 of ARB 43, Chapter 4,
previously stated that under some circumstances, items such as idle facility
expense, excessive spoilage, double freight and re-handling costs may be so
abnormal ass to require treatment as current period charges. This Statement
requires that those items be recognized as current-period charges regardless of
whether they meet the criterion of so abnormal.  In addition, this
Statement requires that allocation of fixed production overheads to the costs of
conversion be based on the normal capacity of the production facilities.


F-9


Statement No. 152  Accounting for Real
Estate Time-Sharing Transactions (an amendment of FASB Statements No. 66 and
67)  This Statement amends
FASB Statement No. 66, Accounting for Sales of Real Estate, to reference the
financial accounting and reporting guidance for real estate time-sharing
transactions that is provided in AICPA Statement of Position (SOP) 04-2,
Accounting for Real Estate Time-Sharing Transactions.  This Statement also
amends FASB Statement No. 67, Accounting for Costs and Initial Rental Operations
of Real Estate Projects, states that the guidance for (a) incidental operations
and (b) costs incurred to sell real estate projects does not apply to real
estate time-sharing transactions.  The accounting for those operations and
costs is subject to the guidance in SOP 04-2.  Statement No.
153  Exchanges of
Non-monetary Assets (an amendment of APB Opinion No. 29)  The guidance in APB
Opinion No. 29, Accounting for Non-monetary Transactions, is based on the
principle that exchanges of non-monetary assets should be measured based on the
fair value of the assets exchanged.  The guidance in that Opinion, however,
includes certain exceptions to the principle.  This Statement amends
Opinion 29 to eliminate the exception for non-monetary exchanges of similar
productive assts and replaces it with a general exception for exchanges of
non-monetary assets that do not have commercial substance.  A non-monetary
exchange has commercial substance if the future cash flows of the entity are
expected to change significantly as a result of the exchange.  Statement No.
154  Accounting Changes and
Error Corrections (a replacement of APB Opinion No. 20 and FASB Statement No.
3)  This Statement replaces
APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting
Accounting Changes in Interim Financial Statements, and changes the requirements
for the accounting for and reporting of a change in accounting principle. This
Statement applies to all voluntary changes in accounting principle. It also
applies to changes required by an accounting pronouncement in the unusual
instance that the pronouncement does not include specific transition provisions.
When a pronouncement includes specific transition provisions, those provisions
should be followed.  Statement of Financial Accounting
Standard No. 155  In February 2006, the
FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial
Instruments,or SFAS 155, which will be effective for fiscal years that
begin after December 15, 2006. This statement amends SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, to narrow
the scope exception for interest-only and principal-only strips on debt
instruments to include only such strips representing rights to receive a
specified portion of the contractual interest or principal cash flows. SFAS 155
also amends SFAS 140 to allow qualifying special-purpose entities to hold a
passive derivative financial instrument pertaining to beneficial interests that
itself is a derivative financial instrument. The Company does not anticipate
adoption of this standard will have a material impact on its financial
statements.  Statement of
Financial Accounting Standard No. 159  In February 2007, the
FASB issued Statement of Financial Accounting Standard No. 159, The


F-10


Fair Value Option for Financial Assets and Financial
Liabilities-Including an amendment of FASB Statement No. 115 (SFAS 159).
 SFAS 159 expands the use of fair value accounting, but does not affect
existing standards, which require assets and liabilities to be carried at fair
value.  Under SFAS 159, a company may elect to use fair value to measure
accounts and loans receivable, available-for-sale and held-to-maturity
securities, equity method investments, accounts payable, guarantees, issued debt
and other eligible financial instruments.  SFAS 159 is effective for fiscal
years beginning after November 15, 2007.  The Company does not anticipate
adoption of this standard will have a material impact on its financial
statements.  Statement of
Financial Accounting Standard No. 141  In December 2007, the
FASB issued Statement of Financial Accounting Standard No. 141(revised 2007),
Business Combinations(SFAS 141R).  SFAS 141R requires the use of full
fair value to record all the identifiable assets, liabilities, non-controlling
interests and goodwill acquired in a business combination.  SFAS 141R is
effective for fiscal years beginning on or after December 15, 2008.  The
Company does not anticipate adoption of this standard will have a material
impact on its financial statements.  Statement of
Financial Accounting Standard No. 160  In December 2007, the
FASB issued Statement of Financial Accounting Standard No. 160, Non-controlling
Interest in Consolidated Financial Statements (SFAS 160).  SFAS 160
requires the non-controlling interests(minority interests) to be recorded at
fair value and reported as a component of equity.  SFAS 160 is effective
for fiscal years beginning on or after December 15, 2008.  The Company does
not anticipate adoption of this standard will have a material impact on its
financial statements.  The implementations of
the above pronouncements are not expected to have a material effect on the
Company's financial statements.  (q) Earnings (loss) per
share  Basic earning (loss)
per common share is computed by dividing net loss by the weighted average number
of shares of common stock outstanding during the period. Due to net losses,
potentially dilutive securities would be antidilutive and are therefore not
included. At December 31, 2007 there were no potentially dilutive securities
outstanding. 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.  Tagalder entered into
an Agreement for Share Purchase dated June 26, 2005 to purchase 100% ownership
of Hopeful, which is the owner of 75% of FJCC.  Such acquisition was
accounted for in the financial statements of the Company under purchase
accounting.  On June 19, 2006, the Company entered into a Purchase and Sale
Agreement with System Wealth Limited (System Wealth) wherein the Company
agreed to transfer all of its interests in Tagalder to System Wealth in exchange
for $800,000 to be paid in installments over a six month period.  The loss
from the operations of Tagalder was recorded as loss from discontinued
operations in the statements of operations in the period ended September 30,
2006.


F-11


On March 12, 2006, the
Company entered into a definitive agreement with Shanxi Jinhai Metal Group
Limited ("Jinhai") in which the Company and Jinhai formed a 100% interest Sino
foreign joint venture company in China under the name of "American - Asia
Metallurgical Industry Limited"("AAMI"). The Company will have a 58% interest in
Jinhai through AAMI.  On June 5, 2006, the Ministry of Foreign Trade and
Economic Cooperation (MOFTEC) of the Peoples Republic of China (China)
issued a Certificate of Approval for the Establishment of Enterprises with
Foreign Investment in the Peoples Republic of China to authorize and approve
the Companys formation and ownership of AAMI.  The terms of the
Acquisition were amended on June 27, 2006 and the transaction took the form of
an acquisition by the Company through AAMI, not a joint venture as was
originally contemplated in the agreement.  On June 30, 2006, the
Acquisition was completed and closed.  The accounts of AAMI and Jinhai are
consolidated into these financial statements for the year ended December 31,
2006.  On June 8, 2007, the
Company entered into and completed a Stock Purchase Agreement with a third party
individual to sell all of its equity ownership of Perfect Growth Venture Corp.,
which resulted in the disposal of all operations of Shanxi Jinhai Metal Group
Limited and American  Asia Metallurgical Industry Limited.  The events
surrounding this agreement are more fully disclosed in Note 15 to these
financial statements.  On April 7, 2006, the
Company entered into a material definitive agreement with Grand Canal
Entertainment, Inc., a Delaware corporation (Grand Canal) and Grand Canal has
agreed to purchase from us all of the outstanding ownership of Tagalder.
 In consideration of such purchase, Grand Canal will issue and deliver to
us 39,702,080 shares of the common stock of Grand Canal, which will be
restricted securities for purposes of the Securities Act of 1933. Following
the closing of this transaction, there will be a total of 45,116,000 shares of
the common stock of Grand Canal issued and outstanding, of which 88.0% will be
owned by us.  Grand Canal has no operations and is listed on the Pink
Sheets.  On April 19, 2006, the Company completed this transaction with
Grand Canal.  On June 17, 2006, the Company entered into a Substitution
Agreement with Grand Canal to mutually determine that it was in the best
interest of each of the parties that Grand Canal return the interest in Tagalder
C3 Holdings to the Company and that the Company will be obligated to provide
Grand Canal with substitute consideration agreeable to Grand Canal within 60
days of the date of the Substitution Agreement.  On September 27, 2006, the
Company entered into a material definitive agreement with Shanxi Linfen Lingu
Coal Mine Limited (Lingu), a coal mining company located in Shanxi, China. The
Company purchased 62.5% of the equity ownership of Lingu through Grand Canal.
 The total consideration to be issued by the Company will be 9,023,200
shares of the common stock of Grand Canal that is owned by the Company in
exchange for 62.5% of the equity ownership of Lingu.  The closing of the
Agreement is subject to the successful completion of due diligence by the
Company and approval by the Companys Board of Directors.  On October 31,
2006, the Company entered into a Rescission Agreement (the Rescission
Agreement) with Grand Canal rescinding the previous agreements between the
parties.  The parties had previously entered into two agreements: (i) an
agreement on June 17, 2006 wherein the parties agreed that Grand Canal would
return the interest in Tagalder C3 Holdings to the Company and that the Company
will be obligated to provide Grand Canal with substitute consideration agreeable
to Grand Canal within 60 days of the date of the Substitution Agreement; and
(ii)  an agreement on April 7, 2006, wherein the Company sold all of its
interest in Tagalder C3 Holdings to Grand Canal in exchange for 39,702,080
shares of Grand Canal. Due to certain subsequent events, the parties have
mutually determined that it is in the best interest of each of the parties to
execute the Rescission Agreement, rescinding both of these agreements and
unwinding the deal altogether.  As a result of the Rescission Agreement,
NTHH shall not be responsible for providing any projects to Grand Canal, and all
ownership of Grand Canal will transfer to its original shareholders.  As of
March 31, 2007 and as of the date of this report, the board of directors of the
Company was not satisfied with the due diligence results of Lingu and the
acquisition of Lingu was not closed.  The board of directors determined
that the Company will not acquire the equity interest of Lingu.


F-12


On May 1, 2006 FJCC entered into and closed on a definitive
agreement with Shanxi Jinyan Coal and Chemical Company Limited (Jinyan), and
the shareholders of Jinyan (the Shareholders). Pursuant to the terms of such
agreement, FJCC acquired 51% of the issued and outstanding stock of Jinyan from
the Shareholders. Consideration to be paid by FJCC shall be a total of
$5,000,000 worth of coal produced from Yongan coal mine, of which FJCC owns
drilling rights for 12 years.  However, on May 18, 2006, all relevant
parties agreed to rescind this definitive agreement. Pursuant to the terms of
such rescission, the agreement was rescinded immediately and each of the parties
was returned to the same position as that prior to the consummation of the
definitive agreement.  As a result, no financial information of Jinyan was
accounted for in the financial statements of NTHH for the current quarter or for
the year ended and as of December 31, 2006.  On May 10, 2006, the
Company through its wholly owned subsidiary Eastbay Management Limited, a
British Virgin Islands company (Eastbay), entered into a material definitive
agreement by and among Chris Flanagan and Michael Alsop, the major shareholders
of PT Borneo Mineral Projects and PT Borneo Mineral Projects (PT Borneo). PT
Borneo was formed in September 2005 in Indonesia and is in the business of coal
mining and export.  It owns a right of concession on coal mines on a total
area of 19,191 hectares in the territory of East Kalimantan of the Republic of
Indonesia.  Pursuant to the terms of the agreement, the current
shareholders of PT Borneo will own 30% of the equity and Eastbay will acquire
the remaining 70%.  The transaction was completed on June 2, 2006  NOTE 4 - PREPAYMENTS
AND OTHER RECEIVABLES  Prepayments of the
Company are non-interest bearing advances to third parties with no fixed payment
terms and deposits paid to suppliers for purchase of goods. Prepayments and
other receivables as of December 31, 2007 and December 31, 2006 are summarized
as follows:  December 31,
2007

December 31,
2006Jinhai:Advances to third parties and deposits paid
$
-
$
3,542,300Total
$
-
$
3,542,300
  NOTE 5 
INVENTORIES / Inventories consisting
of raw materials, work-in-progress and finished goods are stated at the lower of
weighted average cost or market value. Inventories are coking coals, coke and
cast irons.  Inventories as of
December 31, 2007 and December 31, 2006 are summarized as follows:  December 31,
2007

December 31,
2006Raw materials
$
-
$
752,875Work in
progress

-

928,888Finished
goods

-

1,217,414Total
$
-
$
2,899,177
  At December 31, 2007
there are no inventories due to the disposal of Shanxi.


F-13


NOTE 6  ACCOUNTS
PAYABLE AND ACCRUED EXPENSES  Accounts payable of the
Company represent amounts due to for goods and services purchased through the
normal course of business. Accounts payable and accrued expenses were mainly
generated from the consolidation of Jinhai. The breakdown of the accounts
payable and accrued expenses as of December 31, 2007 and December 31, 2006 are
as follows:   December 31,
2007

December 31,
2006Accounts
payable
$
26,641
$
6,344,677Accrued
expenses

147,650

347,944TOTAL
$
174,291
$
6,692,621
  NOTE 7  OTHER
PAYABLES  Other payables of the Company include amounts payable to the
ex-shareholders of PT Borneo and Shanxi Jinhai for the acquisition and some
non-interest bearing short term advances from third parties and Shanxi Jinhais
stockholders. Other payables for the period ended December 31, 2007 and 2006 are
$1,700,000 and $4,526,603.  NOTE 8  DUE TO
STOCKHOLDERS  December 31,
2007

December 31,
2006NTHH:
$

$Due to PNC Labs, Inc. (1)

10,000

10,000Due to shareholder

100,000Total NTHH

110,000

10,000TOTAL
$
110,000
$
10,000  (1) Pursuant to the terms of the Tagalder Share Exchange Agreement,
the Company acquired all of the issued and outstanding common stock of Tagalder
from the Shareholders in exchange for a total of 19,946,000 shares of the common
stock of the Company and an additional consideration of $150,000 shall be paid
to PNC Labs, Inc. upon the earlier to occur of (a) the Company successfully
raising at least $150,000 from third party investors, or (b) November 1,
2006.


F-14


NOTE 9  PROPERTY,
PLANT AND EQUIPMENT  December
31, 2006

December
31, 2005At cost:Buildings
$
-
$
3,309,881Machinery and equipment

-

3,841,164Motor Vehicles

-

38,906Office equipment

-

143,263-

7,333,214Less: Accumulated
depreciation



-Buildings
$
-
$
702,367Machinery and equipment

-

1,739,629Motor Vehicles

-

34,041Office equipment

-

36,801-

2,512,838Plant and
equipment , net
$
-
$
4,820,376
  NOTE 10 
CONSTRUCTION IN PROGRESS  Construction in
progress consists primarily of Shanxi Jinhais down payments and upfront
payments paid to various vendors for technical design of the coke manufacturing
plant facilities and coke and steel production equipment. The amount of
construction in progress at December 31, 2006 is $3,868,389.  NOTE 11  GOODWILL  PT Borneo
acquisition  The accompanying
condensed consolidated financial statements include the following allocation of
the acquisition cost to the net assets acquired based on their respective fair
values.  Other
receivables
$
1,100,000Construction in
progress

98,445Total assets
purchased

1,198,445Accrued
expenses

5,500Total liabilities
assumed

5,500Net assets
$
1,192,945Minority interest
at 30%

357,884Net assets
acquired at 70%

835,061Total
consideration paid

1,400,000Goodwill

564,939


F-15


The results of
operations for PT Borneo for the period are included in the consolidated results
of operations commencing July 1, 2006.  Following the
accounting policies of the Company, management tested the goodwill recorded
through the PT Borneo acquisition for impairment and determined that the
goodwill was impaired and therefore has made a charge of $564,939 as impairment
of goodwill in the statement of operation for the year ended December 31,
2006.  Shanxi Jinhai
acquisition  The accompanying
condensed consolidated financial statements include the following allocation of
the acquisition cost to the net assets acquired based on their respective fair
values.  Cash and bank
$
611,376Other
receivables

2,923,752Inventories

3,688,130Construction in
progress

8,022,541Property, plant
and equipment

6,293,196Total assets
purchased

21,538,995Accounts
payables
$
2,072,218Other
payables

2,119,259Short term
loan

2,548,277Deferred
revenue

3,909,951Tax
payable

364,273Accrued
expenses

1,204,907Long term
loan

300,166Total liabilities
assumed
$
12,519,051Net assets
$
9,019,944Minority interest
at 42%

3,788,376Net assets
acquired at 58%

5,231,568Total
considerations paid

2,000,000Negative
goodwill
$
3,231,568Negative goodwill
proportionately applied toProperty, plant
and equipment
$
(1,420,597)Negative goodwill
proportionately applied toConstruction in
progress

(1,810,971)Total
$
(3,231,568)
  The results of
operations for Shanxi Jinhai for the period are included in the consolidated
results of operations commencing July 1, 2006.  The following unaudited
pro forma combined condensed statements of income for the period ended December
31, 2006 have been prepared as if the acquisition had occurred on January 1,
2006. The statements are based on accounting for the business acquisition under
purchase accounting. The pro forma information may not be indicative of the
results that actually would


F-16


have occurred if the merger had been in effect from and on the
dates indicated or which may be obtained in the future.  Pro Forma
CombinedDecember 31,
2006Revenue
$
16,217,822Gross profit

1,624,442Income from
operations

1,427,364Net income
$
1,542,799Net income per
shareBasic and diluted
$
0.06Basic and diluted

25,839,203
   NOTE 12  SHORT-TERM
AND LONG-TERM LOAN  Short-term and
long-term loans are obtained from third parties, which are non-interest bearing
and non-secured. The Company did not obtain new loans during the year ended
December 31, 2007. The decrease in short-term and long-term bank loans in the
amount of $ 1,692,328 is from the disposition of Shanxi Jinhai.   NOTE 13  TAXES
PAYABLE  Effective
January 1, 2007, we adopted the provisions of FASB Interpretation
No. 48, Accounting for Uncertainty in Income Taxes(FIN 48). FIN
48 clarifies the accounting for uncertainty in income taxes recognized in a
companys financial statements in accordance with FASB Statement No. 109,
Accounting for Income Taxes. FIN 48 requires a company to determine
whether it is more likely than not that a tax position will be sustained upon
examination based upon the technical merits of the position. If the
more-likely-than-not threshold is met, a company must measure the tax position
to determine the amount to recognize in the financial statements. The
application of income tax law is inherently complex. Laws and regulation in this
area are voluminous and are often ambiguous. As such, we are required to make
many subjective assumptions and judgments regarding the income tax exposures.
Interpretations of and guidance surrounding income tax laws and regulations
change over time. As such, changes in the subjective assumptions and judgments
can materially affect amounts recognized in the balance sheets and statements of
income.  At the adoption date of
January 1, 2007, we had no unrecognized tax benefit, which would affect the
effective tax rate if recognized. There has been no significant change in the
unrecognized tax benefit during the year ended December 31, 2007.  We classify interest
and penalties arising from the underpayment of income taxes in the statement of
income under general and administrative expenses. As of December 31, 2007,
we had no accrued interest or penalties related to uncertain tax positions. The
tax years 2007 and 2006 federal return remains open to examination.  Deferred taxes are
provided on a liability method whereby deferred tax assets are recognized for
deductible temporary differences and operating loss and tax credit carry
forwards and deferred tax liabilities are recognized for taxable temporary
differences. Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax bases.  Deferred tax assets
are reduced by a valuation allowance when, in the opinion of management, it is
more likely than not that some portion or all of the deferred tax assets will
not be realized.  Deferred tax


F-17


assets and liabilities are adjusted for the effects of changes in
tax laws and rates on the date of enactment.  The provision (benefit)
for income taxes for the year ended December 31, 2007 and 2006 consists of the
following:  2007
2006Federal:Current
$
               -
$
              -DeferredState:Current
-
-Deferred
-
-$
               -
$
             -
  Net deferred tax assets
consist of the following components as of December 31, 2007 and 2006:  2007
2006Deferred tax assets:Accrued
expenses
$
            -
$
              -Operating
Loss
344,195
540,550Deferred tax
liabilities:
-
-Valuation allowance
(560,522)
(540,550)Net deferred tax asset

$
            -
$
              -
  The income tax
provision differs from the amount of income tax determined by applying the U.S.
federal and state income tax rate of 34% to pretax income from continuing
operations for the years ended December 31, 2007 and 2006 due to the
following:  2007
2006Book Income/(Loss)
$  (560,522)
$  (540,550)NOL Carryover
-
-Valuation allowance
560,522
540,550Income Tax Expense
$
            -
$
             -
  Taxes payable
represents the net of profits tax payable to the PRC amounting to $271,192
 at December 31, 2006. This tax is accrued on the net profits of Shanxi
Jinhai for the year ended December 31, 2006.


F-18


NOTE 14  NON-CASH INVESTING AND FINANCING ACTIVITIES  On June 30, 2006, the
Company completed the acquisition of Shanxi Jinhai for $2,000,000. The
consideration has not been paid as at December 31, 2006. The following
represents the assets purchased and liabilities assumed at the acquisition
date:  Cash and bank
$
611,376Other
receivables

2,923,752Inventories

3,688,130Construction in
progress

8,022,541Property, plant
and equipment

6,293,196Total assets
purchased

21,538,955Accounts
payables
$
2,072,218Other
payables

2,119,259Short term
loan

2,548,277Deferred
revenue

3,909,951Tax
payable

364,273Accrued
expenses

1,204,907Long term
loan

300,166Total liabilities
assumed
$
12,519,051Net assets
$
9,019,944
  NOTE 15  DISPOSAL OF ASSETS  On June 8, 2007, the
Company entered into and completed a Stock Purchase Agreement with a third party
individual to sell out all equity ownership of Perfect Growth Venture Corp.,
which resulted in the disposal of all operations of Shanxi Jinhai Metal Group
Limited and American-Asia Metallurgical Industry Limited because the Company
owned the operations of Shanxi Jinhai Metal Group Limited and American-Asia
Metallurgical Industry Limited through its ownership on Perfect Growth Venture
Corp.  As the consideration
for the sales, third party individual buyer of Perfect Growth Venture Corp.
assumed certain liabilities and certain assets of the Company including
$2,000,000 in liabilities associated with Perfect Growth owed to the former
owners of Shanxi Jinhai Metal Group Limited and $502,156 accounts receivable
from System Wealth Limited (from sales of Shanxi Fujia) previously owned by the
Company.


F-19


The following summarized the loss from discontinued operations of
Perfect Growth Venture Corp.:  Perfect Growth
Venture Corp. Consolidated
statement of operations and comprehensive income  From January 1, 2007 to June 8,
2007REVENUE
$
5,288,050COST OF
SALES

5,268,638GROSS
PROFIT

19,412OPERATING
EXPENSESSelling and distribution expenses

1,657General and administrative expenses

260,322Finance

102,173TOTAL OPERATING
EXPENSES

364,152OTHER
EXPENSES

9,647LOSS BEFORE TAX
AND MINORITY INTERESTS

(354,387)PROVISION FOR
TAXATION

1,261LOSS FROM
OPERATIONS AND BEFORE MINORITY INTERESTS

(353,126)MINORITY
INTEREST

148,313NET LOSS
$
(204,813)Foreign currency
translations loss

(5,973)COMPREHENSIVE
LOSS
$
(210,786)
  Net loss of $204,813
was removed from loss from continuing operations and before minority interest in
the consolidated statement of operations of the Company and was recorded as loss
from discontinued operations subsequent to the disposal of Perfect Growth
Venture Corp.


F-20


The following
summarized the gain on disposal of all equity ownership of Perfect Growth
Venture Corp.:  Perfect Growth
Venture Corp. Consolidated balance
sheet  As of June 8,
2007ASSETSCURRENT
ASSETS:Cash and cash
equivalents
$
5,765Account
receivable

178,619Inventories

3,960,186Prepayments and
other receivables

2,834,562Total Current Asset

6,979,132Property, plant
and equipment

4,468,384Construction in
progress

4,085,810TOTAL
ASSETS

15,533,326CURRENT LIABILITIESAccounts payable and accrued
expenses

3,619,862Other payables

296,590Payable to ex 
shareholders

2,000,000Accrued expenses

461,339Deferred revenues

4,872,813Tax payable

364,022Short term loan

1,546,305Total
current liabilities

13,160,931NON  CURRENT
LIABILITIES

307,417MINORITY INTEREST

2,986,766SHAREHOLDERS DEFICITAccumulated deficit

(1,106,986)Accumulated other comprehensive
income

185,198Total
Shareholders Equity

(921,788)TOTAL LIABILITIES
AND SHAREHOLDERS DEFICIT

15,533,326  Based on the balance
sheet of Perfect Growth Venture Corp. as of June 8, 2007:  Total net assets assumed by the
buyer, net of $2,000,000 liabilities owed to the former owners of Shanxi
Jinhai Metal Group Limited
$
2,064,978Assumption of liabilities from
minority interest

(2,986,766)Assumption of the foreign
exchange translations through acquisition

(185,198)Net liabilities assumed by
the buyer
$
(1,106,986)Accounts receivable from System
Wealth Limited by the buyer
$
502,156Net asset obtained by the
buyer
$
502,156Gain on disposal of Perfect
Growth Venture Corp. by the Company
$
604,830


F-21


NOTE 16 - FINANCIAL CONDITION AND GOING CONCERN  The Company's financial
statements have been presented on the basis that it will continue as a going
concern, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company incurred a net loss
from continuing operations of $267,585 for the year ended December 31, 2007 and
had a net loss of $641,813 for the year ended December 31, 2006 and has an
accumulated deficit of $1,648,593 at December 31, 2007. These factors raise
substantial doubt as to its ability to obtain debt and/or equity financing and
achieve profitable operations.  There are no assurances
that NTHH 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 NTHH. If
adequate working capital is not available NTHH may be required to curtail its
operations.


F-22