-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KfrLRuDaiZow3TZXdYH4lUVNEyCyNZbYCual40kl/p6XTAs4+/PJLRoQyVyWVa69 02seTEnQZPfnXWrxRWQMLw== 0001144204-06-049810.txt : 20061122 0001144204-06-049810.hdr.sgml : 20061122 20061122144632 ACCESSION NUMBER: 0001144204-06-049810 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060930 FILED AS OF DATE: 20061122 DATE AS OF CHANGE: 20061122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NT HOLDING CORP. CENTRAL INDEX KEY: 0000797564 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DIRECT MAIL ADVERTISING SERVICES [7331] IRS NUMBER: 731215433 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-15303 FILM NUMBER: 061236075 BUSINESS ADDRESS: STREET 1: 385 FREEPORT, #1 CITY: SPARKS STATE: NV ZIP: 89431 BUSINESS PHONE: 9738397200 MAIL ADDRESS: STREET 1: 385 FREEPORT, #1 CITY: SPARKS STATE: NV ZIP: 89431 FORMER COMPANY: FORMER CONFORMED NAME: ABSS CORP DATE OF NAME CHANGE: 20020522 FORMER COMPANY: FORMER CONFORMED NAME: UNICO INC DATE OF NAME CHANGE: 19950726 FORMER COMPANY: FORMER CONFORMED NAME: CMS ADVERTISING INC DATE OF NAME CHANGE: 19891107 10QSB 1 v058907_10qsb.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) |X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended September 30, 2006 |_| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from ______ to ______. Commission file number 000-15303 NT HOLDING CORP. (Name of Small Business Issuer in Its Charter) Nevada (Reincorporated) 65-1129912 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 8TH FLOOR, NO. 211 JOHNSTON ROAD, WANCHAI, HONG KONG (Address of principal executive offices) (Zip Code) (852) 2836-6202 (Issuer's telephone number, including area code) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| Check whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes |_| No |X| The number of shares outstanding of each of the issuer's class of equity as of the latest practicable date is stated below: Title of each class of Common Stock Outstanding as of September 30, 2006 - -------------------------------------------------------------------------------- Common Stock, $0.001 par value 25,839,203 Transitional Small Business Disclosure Format (check one): Yes |_| No |X| ----------------- TABLE OF CONTENTS ----------------- PART I - FINANCIAL INFORMATION Item 1. Financial Statements o Condensed Consolidated Balance Sheets 3 o Condensed Consolidated Statements of Operations and Comprehensive Income 4 o Condensed Consolidated Statements of Cash Flows 5 o Notes to Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion & Analysis of Financial Condition and Results of Operations 16 Item 3. Controls and Procedures 18 PART II - OTHER INFORMATION Item 1. Legal Proceedings 19 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 19 Item 3. Defaults Upon Senior Securities 19 Item 4. Submission of Matters to a Vote of Security Holders 19 Item 5. Other Information 19 Item 6. Exhibits 19 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS NT HOLDING CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, December 31, 2006 2005 ------------- ------------- (Unaudited) CURRENT ASSETS Cash and cash equivalents $ 701,437 $ 97,169 Accounts receivable 1,404,510 -- Inventories 4,878,567 -- Prepayments and other receivables 5,399,893 45,205 ------------- ------------- Total Current Assets 12,384,407 142,374 ------------- ------------- NON CURRENT ASSETS Property, plant and equipment 5,492,495 -- Construction in progress 6,246,576 409,104 Goodwill 564,939 -- ------------- ------------- Total Non Current Assets 12,304,010 409,104 ------------- ------------- TOTAL ASSETS $ 24,688,417 $ 551,478 ============= ============= CURRENT LIABILITIES Accounts payable and accrued expenses $ 6,283,833 $ 647,337 Other payables 5,761,810 -- Due to stockholders 150,000 241,407 Deferred revenue 3,598,442 -- Tax payable 678,841 -- Short term loan 2,521,345 -- ------------- ------------- Total Current Liabilities 18,994,271 888,744 ------------- ------------- Non-CURRENT LIABILITIES Long term loan 303,464 -- TOTAL LIABILITIES 19,297,735 888,744 ------------- ------------- MINORITY INTEREST 4,371,411 -- 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 30 September 2006 and December 31, 2005 25,839 25,839 Additional paid-in capital 859,061 859,061 Accumulated deficit 32,314 (1,139,221) Accumulated other comprehensive income 102,057 (82,945) ------------- ------------- Total Stockholders' Equity 1,019,271 (337,266) ------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 24,688,417 $ 551,478 ============= =============
See accompanying notes to the condensed consolidated financial statements 3 NT HOLDING CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)
Nine months Nine months Three months Three months Ended Ended Ended Ended September 30, September 30, September 30, September 30, 2006 2005 2006 2005 (unaudited) (unaudited) (unaudited) (unaudited) -------------- -------------- -------------- -------------- REVENUES $ 5,268,814 $ -- $ 5,268,814 $ -- COST OF SALES 4,364,496 -- 4,364,496 -- -------------- -------------- -------------- -------------- GROSS PROFIT 904,318 -- 904,318 -- OPERATING EXPENSES Selling and distribution expenses 7,785 -- 7,785 682 General and administrative expenses 142,233 -- 113,029 11,528 -------------- -------------- -------------- -------------- TOTAL OPERATING EXPENSES 150,018 -- 120,814 12,210 -------------- -------------- -------------- -------------- PROFIT / (LOSS) FROM OPERATIONS 754,300 -- 783,504 (12,210) OTHER INCOME Interest income 20,483 6 20,483 2 Interest expense (54,929) (8,248) (54,929) (4,070) -------------- -------------- -------------- -------------- NET OTHER INCOME (EXPENSE) (34,446) (8,242) (34,446) (4,068) -------------- -------------- -------------- -------------- INCOME (LOSS) FROM CONTINUING OPERATIONS 719,854 (8,242) 749,058 (16,278) TAX EXPENSE (262,159) -- (262,159) -- -------------- -------------- -------------- -------------- PROFIT AFTER TAXATION 457,695 (8,242) 486,899 (16,278) MINORITY INTERESTS (225,151) -- (225,151) -- DISCONTINUED OPERATIONS Income (loss) from discontinued operations (88,035) 131,348 -- 179,469 Gain on disposal of subsidiary 1,027,026 -- -- -- -------------- -------------- -------------- -------------- Income from discontinued operations 938,991 131,348 -- 179,469 -------------- -------------- -------------- -------------- NET INCOME (LOSS) $ 1,171,535 $ 123,106 $ 261,748 $ 163,191 ============== ============== ============== ============== FOREIGN CURRENCY TRANSLATION 102,057 -- 102,057 -- -------------- -------------- -------------- -------------- COMPREHENSIVE INCOME (LOSS) $ 1,273,592 $ 123,106 $ 363,805 $ 163,191 ============== ============== ============== ============== NET INCOME (LOSS) PER SHARE: BASIC AND DILUITED $ 0.05 $ 0.04 $ 0.01 $ 0.05 WEIGHTED AVERAGE SHARES OUTSTANDING: BASIC AND DILUTED 25,538,544 3,212,635 25,538,544 3,461,261
See accompanying notes to the condensed consolidated financial statements 4 NT HOLDING CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine months Nine months Ended Ended September 30, September 30, 2006 2005 -------------- -------------- (Unaudited) (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net profits (loss) $ 1,171,535 $ 123,106 Adjustments to reconcile net profits (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 135,402 1,703 Gain from liquidation of assets and liabilities -- (170,046) Gain from discontinued operations (938,991) -- Minority interests 225,151 -- Changes in operations assets and liabilties, net of acquisitions: (Increase) / Decrease in: Accounts receivable (1,404,510) -- Inventories (1,190,437) -- Other receivables and prepayments (386,141) -- Increase / (Decrease) in Accounts payable and accrued expenses 2,999,358 10,152 Other payables 81,755 -- Deferred revenue (311,509) -- Tax payable 314,569 -- -------------- -------------- Net cash provided by (used in) operating activities 696,182 (35,085) -------------- -------------- CASH FLOWS FROM INVESTING ACTIVITIES: Cash from acquiistion of subsidiaries 618,692 -- Decrease in construction in progress 63,439 -- Purchase of property, plant and equipment (854,580) -- -------------- -------------- Net cash used in investing activities (172,449) -- -------------- -------------- CASH FLOWS FROM FINANCING ACTIVITIES: Increase in short term loan (26,932) -- Increase in long term loan 3,298 -- Increase in related party notes receivables -- 20,000 Increase in contributed capital -- 15,000 -------------- -------------- (23,634) 35,000 NET INCREASE (DECREASE) IN CASH 500,099 (85) EFFECT OF FOREIGN EXCHANGE RATE CHANGES 104,169 -- CASH AT BEGINNING PERIOD 97,169 85 -------------- -------------- CASH AT END OF PERIOD $ 701,437 $ -- ============== ============== SUPPLEMENTAL CASH FLOW INFORMATION Offset of debt for warrants exercised $ -- $ 80,000.00 -------------- -------------- Common stock issued for liquidation of liability $ -- $ 176,000.00 -------------- --------------
5 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 September 30, 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 6 NT HOLDING CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2006 (UNAUDITED) NOTE 1 - BASIS OF PRESENTATION The unaudited condensed consolidated financial statements of NT Holding Corp. and subsidiaries (the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and pursuant to the requirements for reporting on Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the consolidated financial position and the consolidated results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full year. The condensed consolidated balance sheet information as of December 31, 2005 was derived from the audited consolidated financial statements included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005. These interim financial statements should be read in conjunction with that report. The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries American - Asia Metallurgical Industry Limited"("AAMI") and its 58% owned subsidiary Shanxi Jinhai Metal Group Limited ("Jinhai") as well as Eastbay Management Limited ("Eastbay") and its 70% owned subsidiary PT Borneo Mineral Projects ("PT Borneo"). Certain amounts for minority interest were reflected in the consolidated balance sheet that represents minority shareholders' interest in the net equity of Jinhai and PT Borneo. All material inter-company accounts and transactions have been eliminated in the consolidation. Certain prior period amounts have been reclassified to conform to the current period's presentation. NOTE 2 - USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results when ultimately realized could differ from those estimates. NOTE 3 - REVERSE MERGER, ACQUISITION AND BUSINESS DISPOSAL On November 1, 2005, pursuant to the terms of an Agreement for Share Exchange entered into by and among the Company, Alan Lew, Tagalder, and the Shareholders of Tagalder (the "Shareholders"), the Company acquired all of the issued and outstanding common stock of Tagalder from the Shareholders in exchange for a total of 19,946,000 shares of the Company's common stock. For accounting purposes such share exchange was treated as an acquisition of NTHH by, and a re-capitalization of, Tagalder. Tagalder is the accounting acquirer and the results of its operations carry over. Accordingly, the operations of NTHH are not carried over and are adjusted to $0. 7 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. 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. As of September 30, 2006 and as of the date of this report, the transaction was not closed and the accounts of Lingu are not included in these financial statements. 8 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 period ended and as of September 30, 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 - FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying value of financial instruments including cash and cash equivalents, accounts receivable, advances to suppliers, other receivables, due from employees and other assets, accounts payable, short-term bank loans, customer deposits, taxes payable, other payables and accrued expenses and debt, approximates their fair value at September 30, 2006 and December 31, 2005 due to the relatively short-term nature of these instruments. NOTE 5 - 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 7.9087 RMB to 1.00 US dollar for assets and liabilities, weighted average exchange rates of 7.9522 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 $102,057 for the current quarter and $102,057 for the period ended September 30, 2006. 9 NOTE 6 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. There are related parties involved in these balances. Prepayments and other receivables as of September 30, 2006 and December 31, 2005 are summarized as follows: September 30, December 31, 2006 2005 ------------ ------------ (unaudited) Jinhai: Advances to third parties and deposits paid $ 3,199,893 $ 45,205 PT Borneo: Receivables from shareholders 1,400,000 -- NTHH: Receivable from subsidiary sales 800,000 -- ------------ ------------ Total $ 5,399,893 $ 45,205 ============ ============ NOTE 7 - INVENTORIES Inventories consisting of raw materials, work-in-progress and finished goods are stated at the lower of weighted average cost or market value. Inventories are coking coals, coke and cast irons. Inventories as of September 30, 2006 and December 31, 2005 are summarized as follows: September 30, December 31, 2006 2005 ------------ ------------ (unaudited) Raw materials $ 1,282,064 $ -- Work in progress 940,991 -- Finished goods 2,655,512 -- ------------ ------------ Total $ 4,878,567 $ -- ============ ============ 10 NOTE 8 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable of the Company is short-term non-interest bearing borrowings from third parties with no fixed repayment terms. Accounts payable and accrued expenses were mainly generated from the consolidation of Jinhai. The breakdowns of the accounts payable as of September 30, 2006 and December 31, 2005 are as follows: September 30, December 31, 2006 2005 ------------ ------------ (unaudited) Accounts payable $ 5,782,508 $ -- Accrued expenses 501,325 7,683 Short term borrowing -- 639,654 ------------ ------------ TOTAL $ 6,283,833 $ 647,337 ============ ============ NOTE 9 - OTHER PAYABLES Other payables of the Company are payables 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 September 30, 2006 are 5,761,810. NOTE 10 - DUE TO STOCKHOLDERS September December 30, 2006 31, 2005 ---------- ---------- (unaudited) NTHH: Due to PNC Labs, Inc. (1) $ 150,000 $ 150,000 ---------- ---------- Total NTHH 150,000 150,000 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 $ 150,000 $ 241,407 ========== ========== 11 (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 11 - PROPERTY, PLANT AND EQUIPMENT September December 30, 2006 31, 2005 ------------ ------------ (unaudited) At cost: Buildings $ 3,309,881 $ -- Machinery and equipment 3,713,074 -- Motor Vehicles 38,906 -- Office equipment 140,195 -- ------------ ------------ 7,202,056 -- ------------ ------------ Less: Accumulated depreciation Buildings $ 477,842 $ -- Machinery and equipment 1,183,523 -- Motor Vehicles 23,159 -- Office equipment 25,037 -- ------------ ------------ 1,709,561 -- ------------ ------------ Plant and equipment , net $ 5,492,495 $ -- ============ ============ NOTE 12 - 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 September 30, 2006 is $6,246,576. 12 NOTE 13 - 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. The following unaudited pro forma combined condensed statements of income for the period ended September 30, 2006 and 2005 have been prepared as if the acquisition had occurred on January 1, 2006 and 2005. 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. Pro Forma Combined September 30, 2006 September 30, 2005 ------------ ------------ Revenue $ -- $ -- Gross profit -- -- Income from operations (78,378) -- Net income (loss) $ 860,613 $ (40,085) Net income (loss) per share Basic and diluted $ 0.03 $ (0.00) Basic and diluted 25,839,203 25,839,203 13 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. 14 The following unaudited pro forma combined condensed statements of income for the period ended September 30, 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. Pro Forma Combined September 30, 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 14 - 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 September 30, 2006. The increase in short-term and long-term bank loans is from the acquisition of Shanxi Jinhai. NOTE 15 - TAX PAYABLE Tax payable mainly represents the net of profits tax payable amounting to $678,841 as at September 30, 2006. The tax payable is cause by the acquisition of Shanxi Jinhai during the period. 15 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the information contained in the condensed consolidated financial statements of the Company and the notes thereto appearing elsewhere herein and in conjunction with the Management's Discussion and Analysis set forth in (1) the Company's Annual Report on Form 10-KSB for the year ended December 31, 2005, as amended (which is also incorporated by reference herein) and (2) Quarterly Report on Form 10-QSB for the nine months ended September 30, 2006. As used in this report, the terms "Company", "we", "our", "us" and "NTHH" refer to NT Holding Corp. PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This quarterly report contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "NTHH believes," "management believes" and similar language. The forward-looking statements are based on the current expectations of NTHH and are subject to certain risks, uncertainties and assumptions, including those set forth in the discussion under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report. The actual results may differ materially from results anticipated in these forward-looking statements. We base the forward-looking statements on information currently available to us, and we assume no obligation to update them. Investors are also advised to refer to the information in our filings with the Securities and Exchange Commission, especially on Forms 10-KSB, 10-QSB and 8-K, in which we discuss in more detail various important factors that could cause actual results to differ from expected or historic results. It is not possible to foresee or identify all such factors. As such, investors should not consider any list of such factors to be an exhaustive statement of all risks and uncertainties or potentially inaccurate assumptions. CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States ("US GAAP"). US GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expenses amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements. We believe the following is among the most critical accounting policies that impact our consolidated financial statements. We suggest that our significant accounting policies, as described in our consolidated financial statements in the Summary of Significant Accounting Policies, be read in conjunction with this Management's Discussion and Analysis of Financial Condition and Results of Operations. 16 We recognize revenue in accordance with Staff Accounting Bulletin ("SAB") No. 104. All of the following criteria must exist in order for us to recognize revenue: 1. Persuasive evidence of an arrangement exists; 2. Delivery has occurred or services have been rendered; 3. The seller's price to the buyer is fixed or determinable; and 4. Collectibility is reasonably assured. The majority of the Company's revenue results from sales contracts with direct customers and revenues are generated upon the shipment of goods. The Company's pricing structure is fixed and there are no rebate or discount programs. Management conducts credit background checks for new customers as a means to reduce the subjectivity of assuring collectibility. Based on these factors, the Company believes that it can apply the provisions of SAB 104 with minimal subjectivity. RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 2006 AS COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2005 General and Administrative General and administrative expenses amounted to $150,018 for the period ended September 30, 2006 for audit and legal expenses in NTHH holding company level and administrative expenses for operations in Shanxi Jinhai. Net Profit The Company has made a net profit of $1,171,535. The net profit gained is mainly due to the commencement of the consolidation of Shanxi Jinhai's coking business during the period. RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 2006 AS COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2005 General and Administrative General and administrative expenses amounted to $120,814 for the period ended September 30, 2006 for audit and legal expenses in NTHH holding company level and administrative expenses for operations in Shanxi Jinhai. Net Profit The Company has made a net profit of $261,748. The net profit gained is mainly due to the commencement of the consolidation of Shanxi Jinhai's coking business during the period. 17 LIQUIDITY AND CAPITAL RESOURCES Cash Our cash balance as of September 30, 2006 was $701,437. Compared to the year ended December 31, 2005, our cash increased by $604,268. This was mainly due to the consolidation of the cash balance of Jinhai into our balance sheet as a result of our acquisition of Jinhai on June 30, 2006. We are currently funding our operations from our private placement completed on November 30, 2005, shareholders loans and cash flow from operations from Jinhai operations. From time to time we may require extra funding through financing activities and investments to expand the operations of Jinhai and 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 September 30, 2006 and date of this report, we did not have any plan for additional funding. ITEM 3. CONTROLS AND PROCEDURES. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Our Chief Executive Officer and Chief Financial Officer (collectively the "Certifying Officers") maintain a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed, is accumulated and communicated to management timely. Under the supervision and with the participation of management, the Certifying Officers evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the Exchange Act) within 90 days prior to the filing date of this report. Based upon that evaluation, the Certifying Officers concluded that our disclosure controls and procedures are effective in timely alerting them to material information relative to our company required to be disclosed in our periodic filings with the SEC. CHANGES IN INTERNAL CONTROLS Our Certifying Officers have indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation, and there were no such control actions with regard to significant deficiencies and material weaknesses. SARBANES - OXLEY ACT 404 COMPLIANCE The Company anticipates that it will be fully compliant with section 404 of the Sarbanes-Oxley Act of 2002 by the required date for non-accelerated filers and it is in the process of reviewing its internal control systems in order to be compliant with Section 404 of the Sarbanes Oxley Act. However, at this time the Company makes no representation that its systems of internal control comply with Section 404 of the Sarbanes-Oxley Act. 18 PART II - OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS The Company may from time to time be involved in various claims, lawsuits, and disputes with third parties, actions involving allegations of discrimination, or breach of contract actions incidental to the operation of its business. The Company is not currently involved in any such litigation that it believes could have a materially adverse effect on its financial condition or results of operations. ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS There has been no unregistered sale of equity for the quarter ended September 30, 2006. ITEM 3 - DEFAULTS UPON SENIOR SECURITIES There has been no material default for the quarter ended September 30, 2006. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to the security holders for a vote during the period covered by this report. ITEM 5 - OTHER INFORMATION None. ITEM 6 - EXHIBITS The following exhibits are filed as part of this quarterly report on Form 10-QSB: Exhibit No. Description - ----------- ----------- 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Acting Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Acting Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 19 SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NT HOLDING CORP. /s/ Chun Ka Tsun - --------------------------------------- CHUN KA TSUN CHAIRMAN AND CHIEF EXECUTIVE OFFICER DATED: November 22, 2006 /s/ Loo Pak Hong - --------------------------------------- James Loo CHIEF FINANCIAL OFFICER DATED: November 22, 2006 20 EX-31.1 2 v058907_ex31-1.txt Exhibit 31.1 CERTIFICATION PURSUANT TO RULE 13A-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Chun Ka Tsun, certify that: 1. I have reviewed the small business issuer's Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2006 (this "report"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; 5. The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: November 22, 2006 By: /s/ Chun Ka Tsun ----------------------------------- Chun Ka Tsun Chief Executive Officer EX-31.2 3 v058907_ex31-2.txt Exhibit 31.2 CERTIFICATION PURSUANT TO RULE 13A-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James Loo, certify that: 1. I have reviewed the small business issuer's Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2006 (this "report"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; 5. The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. Date: November 22, 2006 By: /s/ James Loo ----------------------------------- James Loo Chief Financial Officer EX-32.1 4 v058907_ex32-1.txt Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of NT Holding Corp. on Form 10-QSB for the period ending September 30, 2006 as filed with the Securities and Exchange Commission on the date hereof, I, Chun Ka Tsun, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Date: November 22, 2006 /s/ Chun Ka Tsun - ----------------------------------- Chun Ka Tsun Chief Executive Officer EX-32.2 5 v058907_ex32-2.txt Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of NT Holding Corp. on Form 10-QSB for the period ending September 30, 2006 as filed with the Securities and Exchange Commission on the date hereof, I, James Loo, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: November 22, 2006 /s/ James Loo - ----------------------------------- James Loo Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----