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 June 30, 2005.

o	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.

(Exact name of registrant as specified in its charter)

Nevada(Reincorporated)	73-1215433
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

385 Freeport, #1, Sparks, NV	89431
(Address of principal executive offices)	(Zip Code)

(917) 981-4569

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common

equity, as of the latest practicable date:

As of August 12, 2005, 3,086,665 shares of common stock were outstanding.

Transitional Small Business Disclosure Format (Check one): Yes( ) No (X)

NT HOLDING CORP.

TABLE OF CONTENTS

	PAGE


Item 1. Financial Statements	1
Condensed Consolidated Balance Sheets – June 30, 2005 and	2
December 31, 2004

Condensed Consolidated Statements of Operations and Comprehensive	3
Income for the Six Months and Three Months Ended June 30, 2005 and 2004.

Consolidated Statements of Cash Flows for the Six Months Ended	4
June 30, 2005 and 2004.

Notes to Condensed Consolidated Financial Statements	5

Item 2. Management’s Discussion and Analysis or Plan of Operation	6


Item 3. Controls and Procedures	9


Part II - Other Information

Item 1. Legal Proceedings	9
Item 2. Changes in Securities and Small Business Issuer	10
Purchase of Equity Securities
Item 3. Defaults Upon Senior Securities	10
Item 4. Submission of Matters to a Vote of Security Holders	10
Item 5. Other Information	10
Item 6. Exhibits and Reports on Form 8K	10

SIGNATURES	11

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

As used herein, the term “Company” refers to NT Holding Corp., a Nevada corporation, and its subsidiaries and predecessors unless otherwise indicated. Unaudited, consolidated condensed interim financial statements including a balance sheet for the Company as of the quarter ended June 30, 2005 and statements of operations, and statements of cash flows for the interim period up to the date of such balance sheet and the comparable period of the preceding year are attached hereto as Pages F-1 through F-5 and are incorporated herein by this reference.

BASIS OF PRESENTATION

The accompanying unaudited financial statements are presented in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions for Form 10-QSB and Item 310under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The accompanying statements should be read in conjunction with the audited financial statements for the years ended December 31, 2004 and December 31, 2003. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading have been included. Operating results for the quarter ended June 30, 2005 are not necessarily indicative of results that may be expected for the year ended December 31, 2005. The financial statements are presented on the accrual basis.

NT HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 2005 AND DECEMBER 31, 2004



		June 30,		December 31,
		2005		2004
		(Unaudited)		(Audited)

ASSETS
CURRENT ASSETS:
Cash	$	1,400	$	85
Total Current Assets		1,400		85

PROPERTY, PLANT AND EQUIPMENT:
Equipment, net of accumulated depreciation of $1,363 at June 30, 2005		6,813		8,176

OTHER ASSETS:
Deposit		15,000		15,000

TOTAL ASSETS	$	23,213	$	23,261

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of notes payable - related parties	$	224,000	$	204,000
Accounts payable and accrued expenses		202,804		182,767
Shareholder advances		30,600		30,600
Total Current Liabilities		457,404		417,367

Commitments and contingencies		-		-

STOCKHOLDERS' EQUITY (DEFICIENCY):
Preferred stock; 5,000,000 shares authorized; $.001 par value;
0 shares issued and outstanding		-		-
Capital stock, $.001 par value; 100,000,000 shares authorized;
3,086,665 shares issued and outstanding
at June 30, 2005 and December 31, 2004, respectively		3,087		3,087
Additional paid-in capital		8,810,771		8,810,771
Accumulated (deficit)		(9,248,049)		(9,207,964)
Total Stockholders' Equity (Deficiency)		(434,191)		(394,106)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)	$	23,213	$	23,261

The accompanying notes are an integral part of these financial statements

NT HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
SIX MONTHS AND THREE MONTHS ENDED JUNE 30, 2005 AND 2004

		Six Months		Six Months		Three Months		Three Months
		Ended		Ended		Ended		Ended
		June 30,		June 30,		June 30,		June 30,
		2005		2004		2005		2004
		(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)

REVENUES	$	-	$	-	$	-	$	-

OPERATING EXPENSES:
Depreciation and amortization		1,363		-		682		-
General and administrative expenses		30,480		15,350		11,528		8,770

TOTAL OPERATING EXPENSES		31,843		15,350		12,210		8,770

(LOSS) FROM OPERATIONS		(31,843)		(15,350)		(12,210)		(8,770)

OTHER INCOME (EXPENSE)
Interest expense		(8,248)		(7,000)		(4,070)		(3,500)
Interest income		6		7		2		1

NET OTHER INCOME (EXPENSE)		(8,242)		(6,993)		(4,068)		(3,499)

NET INCOME (LOSS)	$	(40,085)	$	(22,343)	$	(16,278)	$	(12,269)

NET INCOME (LOSS) PER SHARE:
BASIC AND DILUTED	$	(0.01)	$	(0.01)	$	(0.01)	$	(0.00)

WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC AND DILUTED		3,086,665		2,908,890		3,086,665		2,912,201

The accompanying notes are an integral part of these financial statements

NT HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2005 AND 2004

		Six Months		Six Months
		Ended		Ended
		June 30,		June 30,
		2005		2004
		(Unaudited)		(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(40,085)	$	(22,343)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization		1,363		-
Cancellation of debt		-		-
Changes in assets and liabilities:
Increase in accounts payable and accrued expenses		20,037		10,820

Net cash used in operating activities		(18,685)		(11,523)

CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities		-		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in notes payable		20,000		-
Issuance of common stock		-		5,000
Increase in amounts due to shareholder		-		200

Net cash provided by financing activities		20,000		5,200

Net Increase (decrease) in Cash		1,315		(6,323)

CASH AT BEGINNING PERIOD		85		9,417

CASH AT END OF PERIOD	$	1,400	$	3,094

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for interest	$	-	$	-

Cash paid for income taxes	$	-	$	-

The accompanying notes are an integral part of these financial statements

NT HOLDING CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED INTERIM

CONDENSED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2005

NOTE 1 - BASIS OF PRESENTATION

The interim financial statements at June 30, 2005 and for the three month periods ended June 30, 2005 and 2004 are unaudited, but include all adjustments which the Company considers necessary for a fair presentation.

The accompanying unaudited financial statements are for the interim periods and do not include all disclosures normally provided in annual financial statements, and should be read in conjunction with the Company’s Form 10-KSB for the year ended December 31, 2004. The accompanying unaudited interim financial statements for the three month periods ended June 30, 2005 and 2004,are not necessarily indicative of the results which can be expected for the entire year.

The preparation 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 at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of its wholly owned subsidiaries, Money Buckets, Inc. and PNC Labs. No activity has occurred in the subsidiaries, except a letter of intent and a $15,000 deposit for future product development in the health industry by PCN Labs. All inter-company balances and transactions have been eliminated.

Item 2.	Management’s Discussion and Analysis of Financial Conditions and Results
	of Operations

LIQUIDITY

During the three months ended June 30, 2005, the Company’s working capital decreased. This was due to operating losses incurred during this quarter. The Company does not currently have sufficient capital in its accounts, nor sufficient firm commitments for capital to assure its ability to meet its current obligations or to continue its planned operations. The Company is continuing to pursue working capital and additional revenue through the seeking of the capital it needs to carry on its planned operations. There is no assurance that any of the planned activities will be successful.

The Company agreed in concept with a letter of intent with a company and made a $15,000 deposit towards future development of products in the health industry.

In February 2005, the Company borrowed $20,000 from a shareholder with interest terms of 10% per annum with a convertibility feature into common stock with a strike price of forty cents.

CAPITAL RESOURCES

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

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

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

In February 2005, the Company borrowed $20,000 from a shareholder with interest terms of 10% per annum with a convertibility feature into common stock with a strike price of forty cents.

OPERATIONS

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

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

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

On or about August 7, 2004, the Company’s subsidiary, PNC Labs, entered into a letter of

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

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

Diabetes is a loose term that defines anyone who has a condition where they are unable to process glucose correctly, either from lack of enough insulin, or the inability for the body to use the stored glucose. The number of diabetic patients in the United State is estimated to reach 30 million by the year of2005. More than 33 % of the US populations older than age 60 are diabetic. Morethan 67 % of US populations are either overweight or obese. According to the recent publication by Center for Disease Control, the incidence of diabetes increased about 50% and lifetime risk of developing diabetes for individuals born in 2000 are 32.8% for males and 38.5 % for females. Currently, about 1million Americans are type 1 (juvenile diabetes) and 17 millions are type 2diabetes (adult onset diabetes)(2). Advancing healthcare seeks a substantial increase in the longevity of people, and along with it, concerns about the quality of life. Diabetes as well as other health issues will only increase with time. Insulin and oral agents have blood glucose lowering effects. Insulin is necessary for patients with juvenile diabetes or severe adult onset diabetes. Eventually, those diabetic patients develop blindness, kidney failure, and amputation. In the U.S. alone, medical expenses from diabetes complications are over $100 billion annually. Thus, medical expenses from diabetes treatment lead all other medical bills.

Through PNC Labs, the Company expects to be able to acquire or distribute several more product linesthat can be sold through its own sales channels or future marketing, distribution and sales joint ventures/partnerships.

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

If the Company is successful in acquiring the operations and capital sought, we expect that these operations would provide the revenues and cash flows the Company is seeking to continue in existence.

Critical Accounting Policies

NT Holdings’ financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact its financial condition and results of operations, NT Holdings’ views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on NT Holdings’ 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 effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

ITEM 3. CONTROLS AND PROCEDURES

(a)

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.

(b)

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.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company was sued in connection with its acquisition of Silver Valley Energy (SVE) and in October 2000 the Company received a default judgment against it in the amount of $960,000. CHC, currently a related party based on the stock issued in the settlement agreement, negotiated and bought out and paid off SVE. The Company then negotiated a settlement with CHC on September 2, 2003. The terms of the settlement were that the company issued a two hundred thousand dollar promissory note for a period of one year with an interest rate of seven percent and issued four million shares of its restricted common stock. Additionally, the company appointed two nominees to its Board of Directors. These actions effectively removed $960,000 out of accrual for judgments, litigation and contingencies and replaced it with $200,000 notes payable to related party, both recognized as current liabilities.

The former Chief Executive Officer of BidInvite, Inc has sued the Company. The lawsuit is filed in the Superior Court of the State of Delaware, Sussex County, entitled “David Venables v Unico, Inc. and BidInvite.com, Inc., Case No OOC-11-015 THG.” The case is a claim for unpaid wages and breach of contract. On December 12, 2000 Venables obtained a judgment by default (for failure to respond to the Complaint) against Unico,Inc. and BidInvite. The amount of the

judgment is $1,360,000. Harquest, a corporation owned by Allen NG purchased all rights to the judgment from Mr. Venables and Mr. Ng then acquired the rights to the judgment from

Harquest. Based on the Company’s limited operations and cashflow, Mr. Ng agreed to accept the Company’s offer of one hundred thousand shares of restricted common stock in order to settle the judgment. On October 15, 2004, the Company entered into a Settlement Agreement and Release with Allen Ng whereby it agreed to issue 100,000 shares of restricted common stock to Mr. Ng in full satisfaction of the judgment.

NexGen has alleged that the Company is in default with respect to its $200,000 note payable issued in connection with its acquisition of The Independent News. At December 31, 2000 $156,000 remains unpaid. At December 31, 2001 the $156,000 remaining unpaid was written off to $ -0- as management believes that certain financial misrepresentations were made in connection with its acquisition of The Independent News. Nothing has been heard from NexGen lately. Legal Counsel indicates it does not appear likely that NexGen will be taking any affirmative action.

The Company is also named in a lawsuit against Independent News (now defunct)

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

Management estimates that the costs to settle these remaining judgments and lawsuits for the Company should be minimal. Accordingly, no accrual for litigation and judgments is recognized in the Company’s financial statements at June 30, 2005.

Item 2. Change of Securities

No shares were issued in the second quarter of 2005.

Item 3. Defaults Upon Senior Securities.

None

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

None

Item 5. Other information.

None.

Item 6. Exhibits and reports on Form 8-K.

None.

SIGNATURES

Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed in its behalf by the undersigned, thereunto duly authorized, on August 15, 2005.

NT Holding Corp.

Registrant

/s/	Alan Lew
	Alan Lew
	CEO, CFO and Director