EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULE 13A-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
ADOPTED  PURSUANT  TO  SECTION  302  OF  THE  SARBANES-OXLEY  ACT  OF  2002

I,  Alan  Lew,  Chief  Financial  Officer of NT Holding Corp. (the "registrant")
during  the  year  ended  December  31,  2007  certify  that:

1. I have reviewed the registrant's Amendment No. 2 to the Annual Report on Form
10-K  for  the  fiscal  year  ended  December  31,  2007  (this  "report");

2. Based on my knowledge, this report does not contain any untrue statement of a
material  fact or omit to state a material fact necessary to make the statements
made,  in  light of the circumstances under which such statements were made, not
misleading  with  respect  to  the  period  covered  by  this  report;

3.  [Omitted  as  there  are  no  financial statements included in this report];

4.  The  registrant's  other  certifying  officer(s)  and  I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting  (as  defined  in  Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant  and  have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure
controls  and  procedures  to  be designed under our supervision, to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  report  is  being  prepared;

(b)  Designed  such  internal  control  over financial reporting, or caused such
internal  control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and  the preparation of financial statements for external purposes in accordance
with  generally  accepted  accounting  principles;

(c)  Evaluated  the  effectiveness  of  the registrant's disclosure controls and
procedures  and presented in this report our conclusions about the effectiveness
of  the  disclosure controls and procedures, as of the end of the period covered
by  this  report  based  on  such  evaluation;  and

(d)  Disclosed  in  this  report any change in the registrant's internal control
over  financial  reporting  that  occurred  during  the registrant's most recent
fiscal  quarter (the registrant's fourth fiscal quarter in the case of an annual
report)  that  has  materially  affected,  or is reasonably likely to materially
affect,  the  registrant's  internal  control  over  financial  reporting;  and

5.  The  registrant's other certifying officer(s) and I have disclosed, based on
our  most recent evaluation of internal control over financial reporting, to the
registrant's  auditors  and  the  audit  committee  of the registrant's board of
directors  (or  persons  performing  the  equivalent  functions):

(a)  All  significant  deficiencies  and  material  weaknesses  in the design or
operation  of  internal  control  over  financial reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize  and  report  financial  information;  and

(b)  Any  fraud,  whether  or  not  material,  that involves management or other
employees  who have a significant role in the registrant's internal control over
financial  reporting.

Date:  October  6,  2008

By:  /s/Alan  Lew
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Alan  Lew,  Former Chief  Financial  Officer