UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                                   --------------
                                    FORM 10-KSB
(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, 2006

        |_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

              For the transition period from _________ to _________

                           COMMISSION FILE NO. ______

                                NT HOLDING CORP.

                 (Name of Small Business Issuer in Its Charter)

NEVADA                                                                65-1129912
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)

              8th Floor, No. 211 Johnston Road, Wanchai, Hong Kong
                    (Address of principal executive offices)
                                  852-2836-6202
                (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 |X|      No |_|

      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-KSB
or any amendment to this Form 10-KSB. |_|

      Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).                  Yes |_|      No |X|

      The issuer's revenues for the fiscal year ended December 31, 2006 were
$9,891,094.

      The aggregate market value of the registrant's common stock held by
non-affiliates as of May 17, 2007 was ______________

      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                      Number of Shares Outstanding
Equity Securities                           as of March 31, 2007
------------------------------              ------------------------------
Common Stock, $0.001 par value                    25,839,203

      Documents incorporated by reference: None.

      Transitional Small Business Disclosure Format (check one): Yes |_| No |X|


<PAGE>



TABLE OF CONTENTS

PART I

Item 1.   Description of Business                                             3

Item 2.   Description of Properties                                           10

Item 3.   Legal Proceedings                                                   10

Item 4.   Submission of Matters to a Vote of Security Holders                 10



PART II

Item 5.   Market for Common Equity and Related Stockholder Matters            10

Item 6.   Management's Discussion and Analysis or Plan of Operation           11

Item 7.   Financial Statements                                                23

Item 8.   Changes in and Disagreements with Accountants on Accounting         24
          and Financial Disclosure

Item 8A.  Controls and Procedures                                             25


PART III

Item 9.   Directors and Executive Officers of the Registrant                  25

Item 10.  Executive Compensation                                              27

Item 11.  Security Ownership of Certain Beneficial Owners and Management      27

Item 12.  Certain Relationships and Related Transactions                      28

Item 13.  Exhibits                                                            28

Item 14.  Principal Accountant Fees and Services                              28


<PAGE>

      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.

      Certain financial information included in this annual report has been
derived from data originally prepared in Renminbi (RMB), the currency of the
People's Republic of China ("China" or "PRC"). For purposes of this annual
report, a conversion rate of US$1.00 to RMB 7.807 was used. There is no
assurance that RMB amounts could have been or could be converted into US dollars
at that rate.

                                       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 China that engage in the
energy and natural resources businesses. Our headquarters are in Hong Kong.
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 two subsidiaries: Shanxi Jinhai Metal Group Limited
("Jinhai"), a company that owns coking coal refinery and production facilities
through wholly-owned subsidiaries American - Asia Metallurgical Industry
Limited"("AAMI") and 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 August 15, 2005, pursuant to the terms of an Agreement for Share
Exchange (the "NewFair Share Exchange Agreement") dated by and among the
Company, Alan Lew, an individual ("Alan Lew"), Newfair Associates Limited, a
British Virgin Islands corporation ("Newfair"), and the Shareholders of Newfair
(collectively the "Shareholders"), we acquired all of the issued and outstanding
common stock of Newfair from the Shareholders in exchange for a total of
21,614,000 shares of common stock of the Company (the "Newfair Exchange
Shares"). Following the issuance of the Newfair Exchange Shares, we had a total
of 24,667,665 shares of common stock issued and outstanding.


                                       3
<PAGE>

      Immediately after closing of the transaction, we transferred all of
NewFair's ownership interest in its wholly-owned subsidiary, PNC Labs, Inc.
("PNC") to Alan Lew in exchange for Alan Lew assuming all of the assets and
liabilities of PNC. As additional consideration, we issued 200,000 shares of
common stock to Alan Lew (who immediately transferred it to PNC).

      On October 28, 2005, we entered into a Rescission Agreement (the
"Rescission Agreement") pertaining to the NewFair Share Exchange Agreement The
effect of the Rescission Agreement was to rescind the transactions set forth in
the NewFair Share Exchange Agreement. As a result of the cancellation of shares
pursuant to the terms of the Rescission Agreement, the historical shareholders
of NewFair no longer had effective control of the Company and control reverted
to the our shareholders prior to August 15, 2005.

      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") 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, we completed this transaction with Grand Canal. On June 17,
2006, we 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 us and that we 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, 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. On October 31, 2006, we 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 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 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, we 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 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.


                                       4
<PAGE>

      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.

BUSINESS OVERVIEW

      As of December 31, 2006, through our wholly owned subsidiary AAMI, we own
58% of the equity of Jinhai, a joint venture company incorporated in China that
owns a coking coal and steel production facility located in Shanxi Province in
China. Jinhai buys the coal and related products from other non-related
companies and does not do coal mining.


                                       5
<PAGE>

      Also, 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.

COKE AND COKING COAL MARKET IN CHINA

The Worldwide Market for Coke

      Coke is the main raw material for the metal and steel refining industry
and it is expected that there will be no substitute for coke in the next 20 to
30 years. With the increasing demand for steel from infrastructure development
and the manufacturing sectors of developed and developing countries, there is an
increasing demand for steel. On the other hand, coke production capacity is
decreasing gradually. The aging of worldwide coke production facilities, the
strengthening of environmental protection regulation in developed countries, and
the limited supply of coking coal have limited the production capacity of coke.

The Coke Market in China

      China was the biggest coke producing and coke exporting country in 2004,
comprising 49.7% of the world's coke production and 50% of the world's total
coke exports. In 2004, China produced and consumed 209 million tons and 197
million tons of coke, respectively. Due to the development of the metal and
steel refining industry, coke consumption in China has increased tremendously.
It is projected that in 2005 the total coke consumption in China will be over
225 million tons. However, the total coke production in China will decrease
gradually due to the aging of production facilities and difficulties in
accessing raw material, coking coal. It is predicted that if the trend of
reduction in production volume of coke continues, the shortage of coke in China
will be about 35 million tons a year by 2010.

PRODUCTION FACILITIES

      Through Jinhai we owns a thirty years land use right of a land mass of
2,054,000 square feet. Jinhai owns 2 manufacturing facilities on the piece of
land:

1.    Coke manufacturing plant with an estimated annual production volume of
      600,000 tons of coke

2.    Steel manufacturing plant with an estimated annual production volume of
      200,000 tons of steel

      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.


                                       6
<PAGE>

OUR PRODUCTS

      Through Jinhai's operations we produce coke and steel to our customers:

1.    Coke - One of the major components in the production of steel, which is
      used by steel manufacturing companies

2.    Steel - One of the major raw material for construction industry and
      automobile production

      Since PT Borneo did not commence into operations as of December 31, 2006
and as of the date of this report, we did not offer any products to our
customers through PT Borneo.

TARGET MARKETS

      We offer coke and steel to our customers through the operations of Jinhai.
Our target markets are:

1.    Coke - steel manufacturers in China. However, the majority of the coke
      Jinhai produced are used for its own production of steel

2.    Steel - construction companies and automobile production companies in
      China

      As of December 31, 2006 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.

COMPETITION

      The competitive environment in China for coke manufacturing is not severe
because of the difficulties in accessing raw material and need for huge economy
of scale in the production process. Also, since coke is a scare raw material in
China, there are only a limited number of steel producers in China. Steel is a
sellers' market in China and we do not face severe competition.

PRINCIPAL OFFICE

      Our headquarters is located at 8th Floor, No. 211 Johnston Road, Wanchai,
Hong Kong.

EMPLOYEES AND ORGANIZATION

      Currently we have a total of 345 employees as follows:

Company                         Position               Number
-------                         --------               ------

NTHH                       :    Chief Executive             1
                                Officer
                                Chief Operations            1
                                Officer
                                Chief Financial             1
                                Officer
Jinhai                     :    Management                 20
                                Manufacturing and         320
                                production
PT Borneo                  :    General Manager             1
                                Business Manager            1

                                                       ------
                                TOTAL                     345
                                                       ======


                                       7
<PAGE>

      The Chief Executive Officer, Chief Operations Officer and Chief Financial
Officer of NTHH received no compensation from us during 2005 and 2006. We
currently have no agreements 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

      We do not own any patents or intellectual properties through Jinhai.

      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, 2006.

GOVERNMENT REGULATIONS

      There are several sets of rules and regulations in China governing the
conduct of coke manufacturing business in China:

1. Regulations on Labor Protection in Workplaces Where Toxic

            This regulation was adopted by the 57th Executive Meeting of the
      State Council held on April 30, 2002, and went into effect on the same
      day. This is a regulation to safeguard labor safety in the Shanxi mining
      business.

            These regulations are formulated in accordance with the provisions
      of the Law on the Prevention and Control of Occupational Diseases and
      other relevant laws and administrative regulations for the purposes of
      ensuring the safe use of toxic substances in workplaces, preventing
      against, controlling, and eliminating occupational poisoning hazards, and
      protecting workers' lives safety, body health and their relevant rights
      and interests.

            These regulations are applicable to labor protection against
      possible occupational poisoning hazards due to the use of toxic substances
      in workplaces. All coal and coke producers are required by Chinese
      government to comply with these regulations.

2. Regulations on the Labor Management of the Foreign-Funded Enterprises

            The regulations are formulated in accordance with State Laws and
      Administrative Regulations to safeguard the legal rights and interests of
      the employees of foreign-funded enterprises (FFEs) in China to maintain
      and develop stable and harmonious relations between the FFEs and the
      employees.


                                       8
<PAGE>

            The regulations are applicable to Sino-foreign joint equity
      ventures, Sino-foreign cooperative ventures, wholly owned foreign
      enterprises, and Sino-foreign limited companies established in accordance
      with the law of China.

3. Law of the People's Republic of China on Safety in Mines

            It was declared effect on May 1, 1993 to regulate mining safety
      policies in China.

            This Law is formulated to maintain safety in mines exploitation to
      prevent accidents and protect the safety of workers and staffs working in
      the mines.

            All activities relating to exploitation of mineral resources
      conducted within China shall comply with this regulation.

            Mining companies must possess facilities that ensure safety in
      production, establish safety management systems and take effective
      measures to improve the working conditions for workers and staff. Mining
      companies are required by this regulation to strengthen safety control in
      mines in order to ensure workers' safety.

4. General Provision to Regulations of Coal Mines in China

            This was an administrative law issued by the National Standing
      Committee on August 29, 1996 and effective on December 1, 1996.

   The main purpose of the regulations is to:

      1.    Regulate exploitation, utilization and protection of coal resources,
            regulate coal production and management, promote and guarantee the
            healthy development of the coal industry.

      2.    Protect Coal resources in China. Any action to destroy coal
            resources through illegal or excessive exploitation is forbidden.

      3.    Protect the legal rights and interests of investors investing in the
            exploitation of coal resources in China.

      The regulations are applicable for coal mines located in the territories
of China.

      Since PT Borneo did not commence operations as of December 31, 2006, we
are not subject to any Indonesia government regulations in the year of 2006.

BUSINESS DEVELOPMENT

      In 2007 we anticipate further penetratio into coke and steel markets in
China through the operations of Jinhai. However, as of December 31, 2006 and as
of the date of this report, we do not have any further expansion plan for the
production capacities of Jinhai.

      During 2007 we will continue with our construction on the production
facilities of PT Borneo. However, as of December 31, 2006 and as of the date of
this report, we do not anticipate PT Borneo will commence operations in 2007.


                                       9
<PAGE>

ITEM 2 DESCRIPTION OF PROPERTIES

      Through Jinhai we own a thirty year land use right of a land mass of
2,054,000 square feet in Shanxi province of China.

      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 May 17, 2007 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, 2005 to March 31, 2007, 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, 2007, 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.


                                       10
<PAGE>

BID PRICES FOR THE REPORTING PERIOD

Year          Period                         High            Low
----          ------                         ----            ---

2005          First Quarter                  0.60           0.60
              Second Quarter                 1.30           0.25
              Third Quarter                  0.88           0.20
              Fourth Quarter                 0.75           0.26

2006          First Quarter                  1.19           0.21
              Second Quarter                 1.05           2.10
              Third Quarter                  0.45           2.42
              Fourth Quarter                 0.19           0.74

2007          First Quarter                  0.13           0.40

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.


                                       11
<PAGE>

      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.

RESULTS OF OPERATIONS

Revenues and cost of sales

      Our revenue increased from $0 for the year ended December 31, 2005 to
$9,891,094 for the year ended December 31, 2006. The increase is attributable to
our acquisition of Jinhai operations. Cost of sales increased also from $0 for
year ended December 31, 2005 to $11,018,284 for year ended December 31, 2006.
Increase in cost of sales is a result of increase in revenues for the year ended
December 31, 2006 against same period last year, which is also due to our
acquisition of Jinhai operations in 2006.

      During 2006 we incurred a gross loss of $1,127,190 from our operations,
which was due to our Jinhai operations.

Operating expenses

      For the year ended December 31, 2006 we incurred a total of $18,434
selling and distribution expenses to support our operations. Compared to the
year ended December 31, 2005, our selling and distribution expenses increased by
$18,434 or 100%. Such increase is attributable to the acquisition of Jinhai
operations during 2006. Jinhai incurred selling and distribution expenses during
2006 for the purpose of marketing its products to its customers.

      We incurred a total of $705,910 general and administrative expenses for
the year ended December 31, 2006 as compared to $1,157,946 for the year ended
December 31, 2005. Our general and administrative expenses for year ended
December 31, 2005 was mainly due to issuance of shares for services, which
include:

1.    315,000 shares of its common stock for consulting services on December 15,
      2005. The shares were valued at $.26 per share.

2.    10,000 shares of its common stock for legal services on December 30, 2005.
      The shares were valued at $.65 per share

3.    1,270,000 shares of its common stock on a filing on Form S-8 on December
      30, 2005. The shares were valued at $.65 per share.


                                       12
<PAGE>

      We incurred a total of $913,900 general and administrative expenses for
issuance of shares for consulting services that was not repeated during 2006.
Despite this, general and administrative expenses of 2006 amounted to $705,910
and are mainly attributable to new administrative overhead as a result of Jinhai
acquisition during 2006.

LOSS BEFORE MINORITY INTEREST

      In 2006 we reported a net loss of $2,412,583, as compared to a net loss of
$1,157,533 for the year ended December 31, 2005. The net loss in the current
year increased by $1,255,050 as a result of we incur net loss in our Jinhai
operations

DISCONTINUED OPERATIONS

      For the year ended December 31, 2006 we recorded an income from
discontinued operations in the amount of $938,991. This included a loss from
discontinued operations of $88,035 and a gain on disposal of discontinued
operations amounted to $1,027,026. The loss form discontinued operations is as a
result of operating losses incurred through FJCC operations that was
discontinued during 2006. Gain on disposal of discontinued operations is due to
our sales of FJCC operations for $800,000 in 2006.

COMPREHENSIVE LOSS

      In 2006 we incurred a comprehensive loss of $450,642, a reduction of
$771,524 from 2005. Our reduction in comprehensive loss in 2006 against 2005 is
mainly due to

      Increase in net loss before minority interest                 $(1,255,050)
      Increase in minority interest                                     813,467
      Income from discontinued operations that did not
      happened in 2005                                                  938,991
      Increase in foreign currency translations                         274,116

      Reduction in comprehensive loss                               $   771,524

LIQUIDITY AND CAPITAL RESOURCES

      As of December 31, 2006 our cash balance amounted to $38,516

      We are currently funding our operations from Jinhai operations. We also
received funds through sales of our FJCC operations during 2006.

      From time to time we may require extra funding through financing
activities and investments to expand the operations of Jinhai and 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, 2006 and date of this report, we did not have any plan for additional
funding.


                                       13
<PAGE>

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.

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)


                                       14
<PAGE>

      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.

      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.

CURRENCY EXCHANGE FLUCTUATIONS

      All of our revenues and a majority of the expenses from May 27, 2005 to
December 31, 2006 were denominated primarily in Renminbi ("RMB"), the currency
of China and Hong Kong Dollar (HKD), the currency of Hong Kong. There can be no
assurance that RMB-to-U.S. dollar exchange rates and HKD-to-U.S. dollar exchange
rates will remain stable. A devaluation of RMB or HKD relative to the U.S.
dollar would adversely affect our business, financial condition and results of
operations. We do not engage in currency hedging. On July 22, 2005, Renminbi
rose about 2 percent against the U.S. dollar to a new exchange rate of 8.11 RMB
to 1 U.S. dollar.

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.


                                       15
<PAGE>

Risks Relating to Our Company

We cannot assure you that our organic growth strategy will be successful.

      One of our growth strategies in Jinhai's operations is to grow organically
through increasing the distribution and sales of Jinhai's products. 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 JInhai and 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
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. In addition to the above, acquisitions in China, including of state
owned businesses, will be required to comply with laws of the People's Republic
of China ("PRC"), to the extent applicable. There can be no assurance that any
given proposed acquisition will be able to comply with PRC requirements, rules
and/or regulations, or that we will successfully obtain governmental approvals
which are necessary to consummate such acquisitions, to the extent required.

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


                                       16
<PAGE>

      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, Jinhai, 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 operations, once we commence into operaitons, 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.

We may never pay any dividends to our shareholders.

      We did not declare any dividends for the year ended December 31, 2006. 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.


                                       17
<PAGE>

      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.

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.


                                       18
<PAGE>

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.

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.


                                       19
<PAGE>

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.

Risks relating to the People's Republic of China

Certain political and economic considerations relating to PRC could adversely
affect our company.

      The PRC is transitioning from a planned economy to a market economy. While
the PRC government has pursued economic reforms since its adoption of the
open-door policy in 1978, a large portion of the PRC economy is still operating
under five-year plans and annual state plans. Through these plans and other
economic measures, such as control on foreign exchange, taxation and
restrictions on foreign participation in the domestic market of various
industries, the PRC government exerts considerable direct and indirect influence
on the economy. Many of the economic reforms carried out by the PRC government
are unprecedented or experimental, and are expected to be refined and improved.
Other political, economic and social factors can also lead to further
readjustment of such reforms. This refining and readjustment process may not
necessarily have a positive effect on our operations or future business
development. Our operating results may be adversely affected by changes in the
PRC's economic and social conditions as well as by changes in the policies of
the PRC government, such as changes in laws and regulations (or the official
interpretation thereof), measures which may be introduced to control inflation,
changes in the interest rate or method of taxation, and the imposition of
additional restrictions on currency conversion.

The recent nature and uncertain application of many PRC laws applicable to us
create an uncertain environment for business operations and they could have a
negative effect on us.

      The PRC legal system is a civil law system. Unlike the common law system,
the civil law system is based on written statutes in which decided legal cases
have little value as precedents. In 1979, the PRC began to promulgate a
comprehensive system of laws and has since introduced many laws and regulations
to provide general guidance on economic and business practices in the PRC and to
regulate foreign investment. Progress has been made in the promulgation of laws
and regulations dealing with economic matters such as corporate organization and
governance, foreign investment, commerce, taxation and trade. The promulgation
of new laws, changes of existing laws and the abrogation of local regulations by
national laws could have a negative impact on our business and business
prospects. In addition, as these laws, regulations and legal requirements are
relatively recent, their interpretation and enforcement involve significant
uncertainty.


                                       20
<PAGE>

Currency conversion and exchange rate volatility could adversely affect our
financial condition.

      The PRC government imposes control over the conversion of Renminbi into
foreign currencies. Under the current unified floating exchange rate system, the
People's Bank of China publishes an exchange rate, which we refer to as the PBOC
exchange rate, based on the previous day's dealings in the inter-bank foreign
exchange market. Financial institutions authorized to deal in foreign currency
may enter into foreign exchange transactions at exchange rates within an
authorized range above or below the PBOC exchange rate according to market
conditions.

      Pursuant to the Foreign Exchange Control Regulations of the PRC issued by
the State Council which came into effect on April 1, 1996, and the Regulations
on the Administration of Foreign Exchange Settlement, Sale and Payment of the
PRC which came into effect on July 1, 1996, regarding foreign exchange control,
conversion of Renminbi into foreign exchange by Foreign Investment Enterprises,
or FIEs, for use on current account items, including the distribution of
dividends and profits to foreign investors, is permissible. FIEs are permitted
to convert their after-tax dividends and profits to foreign exchange and remit
such foreign exchange to their foreign exchange bank accounts in the PRC.
Conversion of Renminbi into foreign currencies for capital account items,
including direct investment, loans, and security investment, is still under
certain restrictions. On January 14, 1997, the State Council amended the Foreign
Exchange Control Regulations and added, among other things, an important
provision, which provides that the PRC government shall not impose restrictions
on recurring international payments and transfers under current account items.

      Enterprises in the PRC (including FIEs) which require foreign exchange for
transactions relating to current account items, may, without approval of the
State Administration of Foreign Exchange, or SAFE, effect payment from their
foreign exchange account or convert and pay at the designated foreign exchange
banks by providing valid receipts and proofs.

      Convertibility of foreign exchange in respect of capital account items,
such as direct investment and capital contribution, is still subject to certain
restrictions, and prior approval from the SAFE or its relevant branches must be
sought. However, in 2005, the Chinese government announced that would begin
pegging the exchange rate of the Chinese Renminbi against a number of
currencies, rather than just the U.S. dollar. As our operations are primarily in
China, any significant revaluation or devaluation of the Chinese Renminbi may
materially and adversely affect our cash flows, revenues and financial
condition. We may not be able to hedge effectively against in any such case. For
example, to the extent that we need to convert United States dollars into
Chinese Renminbi for our operations, appreciation of this currency against the
United States dollar could have a material adverse effect on our business,
financial condition and results of operations. Conversely, if we decide to
convert Chinese Renminbi into United States dollars for other business purposes
and the United States dollar appreciates against this currency, the United
States dollar equivalent of the Chinese Renminbi we convert would be reduced.
There can be no assurance that future movements in the exchange rate of Renminbi
and other currencies will not have an adverse effect on our financial condition.


                                       21
<PAGE>

It may be difficult to effect service of process and enforcement of legal
judgments upon our company and our officers and directors because they reside
outside the United States.

      As our operations are presently based in China and a majority of our
directors and all of our officers reside in China, service of process on our
company and such directors and officers may be difficult to effect within the
United States. Also, our main assets are located in China and any judgment
obtained in the United States against us may not be enforceable outside the
United States.

Our business may be affected by unexpected changes in regulatory requirements in
the jurisdictions in which we operate.

      We are subject to many general regulations governing business entities and
their behavior in China and in other jurisdictions in which we have operations.
In particular, we are subject to laws and regulations covering labor protection
in workplaces where toxic and laws governing the safety in mines. Such
regulations typically deal with licensing, approvals and permits. Any change in
product licensing may make our products more or less available on the market.
Such changes may have a positive or negative impact on the sale of our products
and may directly impact the associated costs in compliance and our operational
and financial viability.

We may have difficulty in attracting talent in foreign countries.

      As we plan to expand internationally, we will have to attract managerial
staff in different countries and regions of which we plan to expand to. In case
the needs to expand further arise, we may not be able to identify and retain
qualified personnel due to our lack of understanding of different cultures and
lack of local contacts. This may impede our international expansion.

We may experience currency fluctuation and longer exchange rate payment cycles.

      The local currencies in the countries in which we sell our products may
fluctuate in value in relation to other currencies. Such fluctuations may affect
the costs of our products sold and the value of our local currency profits.
While we are not conducting any meaningful operations in countries other than
China at the present time, we may expand to other countries and may then have an
increased risk of exposure of our business to currency fluctuation.


                                       22
<PAGE>

Most of our assets are located in China. Any dividends or proceeds from
liquidation are subject to the approval of the relevant Chinese government
agencies.

      Our assets are predominantly located inside China. Under the laws
governing foreign invested enterprises in China, dividend distribution and
liquidation are allowed but subject to special procedures under the relevant
laws and rules. Any dividend payment will be subject to the decision of the
board of directors and subject to foreign exchange rules governing such
repatriation. Any liquidation is subject to both the relevant government
agency's approval and supervision as well the foreign exchange control. This may
generate additional risk for our investors in case of dividend payment and
liquidation.

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, 2005                                  F-2

      Statement of Operations for the period from May 27, 2005
      (Date of inception)    to December 31, 2005                            F-3

      Statement of Stockholders' Equity for the period from
      May 27, 2005  (Date of inception)    to December 31, 2005              F-4


      Statement of Cash Flows for the period from May 27, 2005               F-5
      (Date of inception) to December 31, 2005

      Notes to Financial Statements                                  F-7 to F-19


                                       23
<PAGE>


Madsen & Associates CPA's, Inc.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors
NT Holding Corp.
Wanchai, Hong Kong

We have audited the accompanying consolidated balance sheet of NT Holding Corp.
and subsidiaries as of December 31, 2006, and the related consolidated
statements of operations and comprehensive income, changes in stockholders'
deficit, and cash flows for the year 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 the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of NT
Holding Corp. and subsidiaries as of December 31, 2006, and the results of their
operations and their cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 14 to
the consolidated financial statements, the Company has suffered losses from
operations. Its difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations raises substantial doubt about its
ability to continue as a going concern. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.


Madsen & Associates CPA's, Inc.
Salt Lake City, Utah 84107
May 17, 2007


                                      F-1
<PAGE>

                        NT HOLDING CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                   December 31,      December 31,
                                                                       2006              2005
                                                                   ------------      ------------
<S>                                                                <C>               <C>
CURRENT ASSETS
   Cash and cash equivalents                                       $     38,519      $     97,169
   Accounts receivable                                                3,243,645                --
   Inventories                                                        2,899,177                --
   Prepayments and other receivables                                  3,542,300            45,205
                                                                   ------------      ------------
                    Total Current Assets                              9,723,641           142,374
                                                                   ------------      ------------

NON CURRENT ASSETS
  Property, plant and equipment, net of accumulated depreciation      4,820,376                --
  Construction in progress                                            6,569,495           409,104
   Goodwill                                                                  --                --
                                                                   ------------      ------------
                    Total Non Current Assets                         11,389,871           409,104
                                                                   ------------      ------------

TOTAL ASSETS                                                       $ 21,113,512      $    551,478
                                                                   ============      ============

CURRENT LIABILITIES
  Accounts payable and accrued expenses                            $  6,692,621      $    647,337
  Other payables                                                      4,516,603                --
  Due to stockholders                                                    10,000           241,407
  Deferred revenue                                                    5,321,241                --
  Tax payable                                                           271,192                --
  Short term loan                                                     1,384,911                --
                                                                   ------------      ------------
                    Total Current Liabilities                        18,196,568           888,744
                                                                   ------------      ------------

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

TOTAL LIABILITIES                                                    18,503,985           888,744

MINORITY INTEREST                                                     3,314,481                --

STOCKHOLDERS' EQUITY
Preferred stock; 5,000,000 shares authorised; $0.001 par value;
0 shares issued and outstanding                                              --                --
Capital stock; 100,000,000 shares authorised; $0.001 par value;
25,839,203 shares issued and outstanding at 31 December 2006 and
2005                                                                     25,839            25,839
Additional paid-in capital                                              859,061           859,061
Accumulated deficit                                                  (1,781,025)       (1,139,221)
Accumulated other comprehensive income/(loss)                           191,171           (82,945)
                                                                   ------------      ------------
                    Total Stockholders' Equity                         (704,954)         (337,266)
                                                                   ------------      ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $ 21,113,512      $    551,478
                                                                   ============      ============
</TABLE>


         See accompanying notes to the consolidated financial statements


                                      F-2
<PAGE>

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

                                                  Year Ended        Year Ended
                                                 December 31,      December 31,
                                                     2006              2005
                                                 ------------      ------------
REVENUES                                         $  9,891,094      $         --

COST OF SALES                                      11,018,284                --

                                                 ------------      ------------
GROSS LOSS                                         (1,127,190)               --

OPERATING EXPENSES
   Selling and distribution expenses                   18,434                --
   General and administrative expenses                705,910         1,157,946
   Impairment of goodwill                             564,939                --
                                                 ------------      ------------

TOTAL OPERATING EXPENSES                            1,289,283         1,157,946
                                                 ------------      ------------

LOSS FROM OPERATIONS                               (2,416,473)       (1,157,946)

OTHER INCOME
   Interest income                                         --               413
   Interest expense                                  (153,703)               --
   Other                                               37,010                --
                                                 ------------      ------------
NET OTHER INCOME (EXPENSE)                           (116,693)              413

                                                 ------------      ------------
INCOME (LOSS) FROM CONTINUING
OPERATIONS BEFORE TAXES AND MINORITY
  INTEREST                                         (2,533,166)       (1,157,533)
PROVISION FOR INCOME TAXES                            120,583                --
NET LOSS BEFORE MINORITY INTEREST                  (2,412,583)       (1,157,533)

MINORITY INTERESTS IN SUBSIDIARY                      831,779            18,312

DISCONTINUED OPERATIONS
  Loss from discontinued operations                   (88,035)               --
  Gain on disposal of subsidiary                    1,027,026                --
                                                 ------------      ------------
Income from discontinued operations                   938,991                --
                                                 ------------      ------------

NET INCOME (LOSS)                                $   (641,813)       (1,139,221)
                                                 ============      ============

FOREIGN CURRENCY TRANSLATION                          191,171           (82,945)

                                                 ------------      ------------
COMPREHENSIVE INCOME (LOSS)                      $   (450,642)       (1,222,166)
                                                 ============      ============


NET (LOSS PER SHARE:
  BASIC AND DILUITED                             $      (0.02)            (0.05)

WEIGHTED AVERAGE SHARES
OUTSTANDING:
  BASIC AND DILUTED                                25,839,203        25,538,544


         See accompanying notes to the consolidated financial statements


                                      F-3
<PAGE>

                        NT HOLDING CORP. AND SUBSIDIARIES
             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                                                                          Accumulated     Total
                                  Preferred Stock          Common Stock         Additional                   Other     Stockholders'
                                  ---------------          ------------           Paid in    Accumulated Comprehensive   Equity
                               Shares      Amount        Shares       Amount      Capital      Deficit    Gain (Loss)   (Deficit)
                            -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
<S>                         <C>          <C>            <C>        <C>          <C>          <C>          <C>          <C>
Balance at January 1, 2005           --  $        --    3,086,665  $     3,087  $ 8,810,771  $(9,207,964) $        --  $  (394,106)
    Exercise of warrants
    for debt - August 15,
    2005                             --           --      550,000          550       79,450           --           --       80,000
    Stock issued for
    conversion of debt          200,000          200      175,800      176,000           --           --           --           --
    Assumption of debts by
    PNC                              --           --           --           --           --      (11,894)          --      (11,894)
                            -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------

Subtotal-November 1, 2005            --  $        --    3,836,665  $     3,837  $ 9,066,021  $(6,219,858) $        --  $  (150,000)


Incorporation of Tagalder
 May 27                              --           --           --           --        1,000           --           --        1,000
    Issuance of shares in
    recapitalization of
    Tagalder                         --           --   19,946,000       19,946   (9,239,804)   9,219,858           --           --
    Issuance of shares for
    cash Nov 30 @ $0.26              --           --      461,538          461      119,539           --           --       120,00
    Issuance of shares for
    services Dec 15 @ $0.26          --           --      315,000          315       81,585           --           --       81,900
    Issuance of shares for
    services Dec 30 @ $0.65          --           --       10,000           10        6,490           --           --        6,500
    Issuance of shares for
    services Dec 30 @ $0.65          --           --    1,270,000        1,270      824,230           --           --      825,500
Comprehensive income:
    Net (Loss)                       --           --           --           --           --   (1,139,221)          --   (1,139,212)
    Foreign currency
    translation                      --           --           --           --           --           --      (82,945)     (82,945)

                            -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
Balance, December 31, 2005           --  $        --   25,839,203  $    25,839  $   859,061  $(1,139,221) $   (82,945) $  (337,266)

    Net (Loss) during 2006           --           --           --           --           --     (641,813)          --     (641,813)
    Foreign currency
    translations                     --           --           --           --           --           --      191,171     (191,171)

Balance December 31, 2006            --  $        --   25,839,203  $    25,839  $   859,061  $(1,781,025) $   191,171  $  (704,954)
                            ===========  ===========  ===========  ===========  ===========  ===========  ===========  ===========
</TABLE>


                                      F-4
<PAGE>

                        NT HOLDING CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                          Year Ended     Year Ended
                                                         December 31,   December 31,
                                                             2006           2005
                                                         -----------    -----------
<S>                                                      <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                 $  (641,813)   $(1,139,221)
Adjustments to reconcile net profits (loss) to net
  cash provided by operating activities:
     Depreciation and amortization                           807,521             --
     Impairment of goodwill                                  564,939             --
     Common stock issued for services                             --        913,900
     Minority interests                                     (831,779)            --
     Gain from discontinued operations                      (938,991)            --

Changes in operations assets and liabilties,
net of acquisitions:
(Increase) /  Decrease in:
      Accounts receivable                                 (3,243,645)       (45,205)
      Inventories                                            788,953             --
     Other receivables and prepayments                     1,471,452             --
Increase / (Decrease) in
      Accounts payable and accrued expenses                1,083,535        238,233
      Other payables                                      (1,163,452)            --
      Deferred revenue                                     1,411,290             --
      Tax payable                                            (93,080)            --
      Due to stockholder                                    (140,000)            --
                                                         -----------    -----------
      Net cash provided by operating activities             (925,070)       (32,293)
                                                         -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Cash from acquiistion of subsidiaries                 618,692             --
       Decrease in construction in progress                 (259,480)            --
       Purchase of property, plant and equipment            (854,580)            --
                                                                        -----------
      Net cash used in investing activities                 (495,368)            --
                                                         -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
        Increase in short term loan                        1,163,366             --
        Increase in long term loan                             7,251             --
        Proceeds from shareholder advances                        --         91,407
        Proceeds from issuance of common stock                    --        121,000
                                                         -----------    -----------
                                                           1,170,617        212,407

NET INCREASE (DECREASE) IN CASH                             (249,821)       180,114

EFFECT OF FOREIGN EXCHANGE RATE CHANGES                      191,171        (82,945)

CASH AT BEGINNING PERIOD                                      97,169             --
                                                         -----------    -----------

CASH AT END OF PERIOD                                    $    38,519    $    97,169
                                                         ===========    ===========

SUPPLEMENTAL CASH FLOW INFORMATION
      Offset of debt for warrants exercised              $        --    $        --
                                                         -----------    -----------
      Common stock issued for liquidation of liability   $        --    $        --
                                                         -----------    -----------
</TABLE>


                                      F-5
<PAGE>

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                   $   611,376
            Other receivables                 2,923,752
            Inventories                       3,688,130
            Construction in progress          8,022,541
            Property, plant and equipment     6,293,196
                                            -----------

            Total assets purchased           21,538,955

            Accounts payables               $ 2,072,218
            Other payables                    2,119,259
            Short term loan                   2,548,277
            Deferred revenue                  3,909,951
            Tax payable                         364,273
            Accrued expenses                  1,204,907
            Long term loan                      300,166
                                            -----------

            Total liabilities assumed       $12,519,051
                                            -----------

            Net assets                      $ 9,019,944
                                            ===========

    See accompanying notes to the condensed consolidated financial statements


                                      F-6
<PAGE>

                        NT HOLDING CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 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 two subsidiaries: Shanxi Jinhai Metal Group Limited
("Jinhai"), a company that owns coking coal refinery and production facilities
through wholly-owned subsidiaries American - Asia Metallurgical Industry
Limited"("AAMI") and 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 owns 58% of the equity of Jinhai through
AAMI and 70% of PT Borneo through Eastbay.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Economic and Political Risk

The Company's major operations are 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 are 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. 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


                                      F-7
<PAGE>

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.

(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.


                                      F-8
<PAGE>

(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 accounts for income tax using an asset and liability approach and
allows for recognition of deferred tax benefits in future years. Under the asset
and liability approach, deferred taxes are provided for the net tax effects of
temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes. 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 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.


                                      F-9
<PAGE>

(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 is 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.

(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.


                                      F-10
<PAGE>

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.

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)


                                      F-11
<PAGE>

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.

The Company does not expect any recent accounting pronouncements to have a
material effect on the Company's financial position, results of operations, or
cash flows.

(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, 2006 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 for both the current period and for the period
ended September 30, 2005.

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.


                                      F-12
<PAGE>

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-13
<PAGE>

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, 2006 and December
31, 2005 are summarized as follows:

                                                      December 31,  December 31,
                                                          2006         2005
                                                      -----------   -----------
Jinhai:
     Advances to third parties and deposits paid      $ 3,542,300   $    45,205

                                                      -----------   -----------
Total                                                 $ 3,542,300   $    45,205
                                                      ===========   ===========

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.


                                      F-14
<PAGE>

Inventories as of December 31, 2006 and December 31, 2005 are summarized as
follows:

                                                      December 31,  December 31,
                                                          2006          2005
                                                      -----------   -----------

      Raw materials                                   $   752,875   $        --
      Work in progress                                    928,888            --
      Finished goods                                    1,217,414            --
                                                      -----------   -----------

      Total                                           $ 2,899,177   $        --
                                                      ===========   ===========

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 breakdowns
of the accounts payable and accrued expenses as of December 31, 2006 and
December 31, 2005 are as follows:


                                                      December 31,  December 31,
                                                          2006          2005
                                                      -----------   -----------
      Accounts payable                                $ 6,344,677   $        --
      Accrued expenses                                    347,944         7,683
      Short term borrowing                                     --       639,654
                                                      -----------   -----------

      TOTAL                                           $ 6,692,621   $   647,337
                                                      ===========   ===========

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, 2006 are 4,526,603.

NOTE 8 - DUE TO STOCKHOLDERS

                                                      December 31,  December 31,
                                                          2006          2005
                                                      -----------   -----------
NTHH:
    Due to PNC Labs, Inc. (1)                         $    10,000   $   150,000

                                                      -----------   -----------
Total NTHH                                                 10,000       150,000

C3:
    Due to ex-shareholders of Hopeful Asia (2)                 --        46,245

                                                      -----------   -----------
Total C3                                                       --        46,245

Hopeful Asia:
    Due to ex-shareholders of Hopeful Asia (3)                 --        45,162

                                                      -----------   -----------
Total Hopeful Asia                                         45,162


                                                      -----------   -----------
TOTAL                                                 $    10,000   $   241,407
                                                      ===========   ===========


                                      F-15
<PAGE>

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

      (2)   Pursuant to the terms of the Agreement for Share Purchase to
            purchase 100% ownership of Hopeful Asia Limited by Tagalder, for a
            period of 12 months from Closing, upon FJCC distributing dividends
            in cash to Tagalder, Tagalder is obligated to remit 10% of the
            dividends received to the selling shareholders of Hopeful Asia
            Limited. The Company originally estimated that $46,245 would be paid
            by Tagalder to the selling shareholders of Hopeful Asia Limited as
            payment for acquisition within the next 12 months and had recorded
            the amount as a current liability.

      (3)   Amounts due to the ex-stockholders of Hopeful Asia by Hopeful Asia
            are unsecured, interest free, and have no fixed repayment terms

NOTE 9 - PROPERTY, PLANT AND EQUIPMENT
                                                      December 31,  December 31,
                                                          2006          2005
                                                      -----------   -----------
At cost:

   Buildings                                          $ 3,309,881   $        --
   Machinery and equipment                              3,841,164            --
   Motor Vehicles                                          38,906            --
   Office equipment                                       143,263            --
                                                      -----------   -----------
Less: Accumulated depreciation                                 --

   Buildings                                          $   702,367   $        --
   Machinery and equipment                              1,739,629            --
   Motor Vehicles                                          34,041            --
   Office equipment                                        36,801            --
                                                      -----------   -----------
Plant and equipment , net                             $ 4,820,376   $        --
                                                      ===========   ===========



                                      F-16
<PAGE>

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 for 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                             $1,100,000
            Construction in progress                          98,445
                                                          ----------

            Total assets purchased                         1,198,445

            Accrued expenses                              $    5,500
                                                          ----------

            Total liabilities assumed                          5,500
                                                          ----------


            Net assets                                    $1,192,945

            Minority interest at 30%                         357,884

            Net assets acquired at 70%                       835,061
            Total consideration paid                       1,400,000

            Goodwill                                         564,939

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.


                                      F-17
<PAGE>

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                                      $    611,376
            Other receivables                                     2,923,752
            Inventories                                           3,688,130
            Construction in progress                              8,022,541
            Property, plant and equipment                         6,293,196
                                                               ------------

            Total assets purchased                               21,538,995


            Accounts payables                                  $  2,072,218
            Other payables                                        2,119,259
            Short term loan                                       2,548,277
            Deferred revenue                                      3,909,951
            Tax payable                                             364,273
            Accrued expenses                                      1,204,907
            Long term loan                                          300,166
                                                               ------------

            Total liabilities assumed                          $ 12,519,051

            Net assets                                         $  9,019,944

            Minority interest at 42%                              3,788,376

            Net assets acquired at 58%                            5,231,568
            Total considerations paid                             2,000,000

            Negative goodwill                                  $  3,231,568

            Negative goodwill proportionately applied to
            Property, plant and equipment                      $ (1,420,597)
            Negative goodwill proportionately applied to
            Construction 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 have occurred if the merger
had been in effect from and on the dates indicated or which may be obtained in
the future.


                                      F-18
<PAGE>

                                                              Pro Forma Combined
                                                              December 31, 2006

Revenue                                                       $  16,217,822
Gross profit                                                      1,624,442
Income from operations                                            1,427,364
Net income                                                    $   1,542,799

Net income per share
    Basic and diluted                                         $        0.06

    Basic 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 quarter ended December 31, 2006. The increase in short-term and
long-term bank loans is from the acquisition of Shanxi Jinhai.

NOTE 13 - TAXES PAYABLE

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.

NOTE 14 - 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 of $641,813 and $1,139,221 for the periods ended December
31, 2006 and 2005 respectively. 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-19
<PAGE>

ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

      On October 12, 2005, our Board of Directors appointed Clancy & Co.,
P.L.L.C., Certified Public Accountants and Consultants to take over the audit
responsibilities from, Madsen & Associates CPA's, Inc.; Madsen & Associates
CPA's, Inc. was dismissed on that same date.

      During our two most recent fiscal years and any subsequent interim period
prior to the engagement of Clancy & Co., Certified Public Accountants and
Consultants, we (or someone on our behalf) has not consulted with, Clancy & Co.,
Certified Public Accountants and Consultants, 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.

      We provided Madsen & Associates, CPA's, Inc. with a copy of this
disclosure and requested that Madsen & Associates CPA's, Inc. furnish it with a
letter addressed to the Securities and Exchange Commission stating whether it
agreed with the above statements.

      On November 7, 2005, Madsen was re-engaged to take over the audit
responsibilities from Clancy and Clancy was dismissed on that same date.

      No audit reports have ever been issued by Clancy during the period they
served as our independent auditor, as Clancy served as the Company's auditor for
less than thirty days. Clancy had been appointed on October 12, 2005 as our
independent auditor in connection with a proposed merger on August 15, 2005 with
Newfair Associates Limited that was rescinded on October 28, 2005. As a result
of the rescinded merger, our Board of Directors approved the change of
accountants to Madsen, who had been our preceding auditor prior to the change to
Clancy.

      As approved by our Board of Directors, on February 24, 2006, the
accounting firm of Child, Van Wagoner & Bradshaw, PLLC, was engaged to take over
the audit responsibilities from Madsen & Associates CPAs, Inc.; and Madsen &
Associates CPAs, Inc. was dismissed on that same date.

      During our two most recent fiscal years and any subsequent interim period
prior to the engagement of Child, Van Wagoner & Bradshaw, PLLC, we (or someone
on our behalf) has not consulted with, Child, Van Wagoner & Bradshaw, PLLC, 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.

      On March 19, 2007, 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. Child, Van
Wagoner & Bradshaw, P.L.L.C. had been appointed on February 24, 2006 as our
independent auditor.

      Since the engagement of Child, Van Wagoner & Bradshaw, P.L.L.C. on
February 24, 2006, we have not consulted with Madsen, or any other auditor,
regarding any accounting or audit concerns, to include, but not by way of
limitation, those stated in Item 304(a)(2) of Regulation S-B.

      During the period that Child, Van Wagoner & Bradshaw, P.L.L.C. served as
the our auditor and through the date of dismissal, we have not had any
disagreements with Child, Van Wagoner & Bradshaw, P.L.L.C., whether resolved or
not resolved, on any matter of accounting principals or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
said accountants' satisfaction, would have caused it to make reference to the
subject matter of the disagreements(s) in connection with its report.

      During our two most recent fiscal years and the subsequent interim period
through the date of dismissal, we have not had any disagreements with our former
accountant, whether resolved or not resolved, on any matter of accounting
principals or practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to said accountants' satisfaction, would have
caused it to make reference to the subject matter of the disagreements(s) in
connection with its report.


                                       24
<PAGE>
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.


                                       25
<PAGE>

RESIGNATION AND APPOINTMENT OF DIRECTOR

      On March 15, 2006, Mr. Teo Chong Nghee was appointed as the Company's
Chief Operating Officer and as a member of the Company's Board of Directors.

      Also on March 15, 2006, Mr. Loo Pak Hong was appointed as the Company's
Chief Financial Officer.

      The new directors and officers, Mr. Teo and Mr. Loo, have not been
appointed to any committees of the Board of Directors. We do not currently have
standing audit, nominating or compensation committees of the Board of Directors
or any other committees performing similar functions. All applicable functions
are currently being performed by the Board of Directors.

BIOGRAPHIES OF OFFICERS AND DIRECTORS

Teo Chong Nghee

      Mr. Teo Chong Nghee, age 59, has over 35 years of experience in senior
management, merchant banking, and project finance with a focus on natural
resource and related transactions. Most recently, since 1992, he has been the
founder and a senior executive of Creafin & Associates Pte. Ltd., a
Singapore-based company engaged in financial planning, project finance and
corporate advisory practice. In that position, Mr. Teo has supervised the
successful public offerings and stock listings of several natural resource and
technology companies on the New York, Singapore and Hong Kong stock exchanges,
and has facilitated and advised on numerous mergers, acquisitions, and financing
transactions. From 1981 to 1992, he served in various positions with N M
Rothschild & Sons (Singapore) Limited ("Rothschild"), including as Managing
Director and member of that company's Asia Pacific Board covering Asia and
Australasia. In that capacity, Mr. Teo was responsible for all of Rothschild's
operations in Southeast Asia, and established Rothschild's first private equity
fund in Asia. Prior to his involvement with Rothschild, he was engaged in senior
corporate management positions with a UK-controlled public company based in
Singapore. Mr. Teo is a graduate of the University of New South Wales in Sydney,
Australia, where he received a degree in Industrial Engineering.

Loo Pak Hong

      Mr. Loo Pak Hong, age 54, was appointed as a director and as CEO of Axcan
International, Ltd. in May 2004, which is a company based in Hong Kong engaged
in the business of manufacturing and distributing medical devices. From June,
1998, to November, 2003, he was the General Manager of China Toll Bridge & Roads
Limited (a Singapore listed company), and was responsible for the overall
administration and accounting function of that company, including the handling
of all finance-related matters such as financial and tax planning and financial
forecasting. Mr. Loo is a Fellow of the Institute of Chartered Accountants in
England and Wales and a Fellow of the Institute of Chartered Accountants in
Australia. He holds a Master of Business Administration (MBA) degree from the
City University, London.


                                       26
<PAGE>

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 executives and directors received no compensation from the Company for
the years ended December 31, 2005 and December 31, 2006. We currently have no
agreements for compensation of our executives and directors, and have no stock
option plan or other equity compensation plan for our employees.

ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth certain information regarding beneficial
ownership of common stock as of March 31, 2007 (subsequent to the issuance of
Tagalder Exchange Shares) 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.


                                       27
<PAGE>

Name              Position Held                        Shares Owned      % Owned
----              ------------                        ------------       -------

Chun Ka Tsun      Chief Executive Officer and director           --           --


Woo Chi Wai       Director                                       --          --

Teo Chong Nghee   Chief Operations Officer and Director           --          --


Loo Pak Hong      Chief Financial Officer                         --          --


Chan Tsz King                                            19,313,040(1)    74.73%

All directors and executive officers as a group                  --          --


      (1)   Cht 0 6 an Tsz King held the ownership in NTHH through Fugu
            Enterprise, Inc. and TG Wanasports Management Limited, both are BVI
            incorporated companies wholly owned by Mr. Chan

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 10K-SB for
the year ended December 31, 2005.

REPORTS ON FORM 8K

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

      For the year ended December 31, 2006 we did not pay any audit fees to our
current auditor Madsen & Associates, CPA's, Inc. for any audit and non - audit
work. We paid our fees for our audit for the year ended December 31, 2006 in
2007.

      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


                                       28
<PAGE>

                                     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: May 17, 2007
                              NT HOLDING CORP.


                              By: /s/ Chun Ka Tsun
                                  --------------------------------
                              Chun Ka Tsun
                              Chief Executive Officer and Chairman

                              By:   /s/ Look Pak Hong
                                  --------------------------------
                              Loo Pak Hong
                              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: May 17, 2007

                              /s/ Chun Ka Tsun
                                  --------------------------------
                              Chun Ka Tsun
                              Director