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HST Global, Inc. - Quarter Report: 2008 March (Form 10-Q)

NT HOLDING CORP. (Form: 10QSB, Received: 08/14/2007 16:04:44)

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 March 31, 2008

|_| 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 o

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

1325 Airmotive  #175, Reno, NV

 

89502

(Address of principal executive offices)

 

(Zip Code)

 

 

 

(775) 262-0128

 

 

(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 April 18, 2008
Common Stock, $0.001 par value 25,839,203

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



1




TABLE OF CONTENTS



 


PART I - FINANCIAL INFORMATION

3


Item 1.    Financial Statements

3

                Condensed Consolidated Balance Sheets  

3

                Condensed Consolidated Statements of Operations and Comprehensive Income

4

                Condensed Consolidated Statements of Cash Flows

5

                Notes to Condensed Consolidated Financial Statements

6

Item 2.     Management's Discussion & Analysis of Financial Condition and Results of Operations

 9

Item 3.     Controls and Procedures

 11


PART II - OTHER INFORMATION

12


Item 1.    Legal Proceedings

  12

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

12

Item 3.    Defaults Upon Senior Securities  

12

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

 12

Item 5.    Other Information  

12

Item 6.    Exhibits

12

Signatures

13



2




PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS


NT HOLDING CORP. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETS

MARCH 31, 2008 AND DECEMBER 31, 2007

 

 

 

 

 

 

March 31,

 

December 31,

 

 

2008

 

2007

 

 

(Unaudited)

 

 

 

ASSETS

CURRENT ASSETS:

 

 

 

 

     Cash and cash equivalents

$                        - 

 

 $                       - 

 

     Accounts receivable

       1,902,156 

 

       1,902,156 

 

     Inventories

                   - 

 

                        - 

 

     Prepayments and other receivables

               - 

 

                        - 

 

             Total Current Assets

       1,902,156 

 

       1,902,156 

 

OTHER ASSETS:

 

 

 

 

     Property, plant and equipment

                        - 

 

                        - 

 

     Construction in progress

                        - 

 

                        - 

 

             Total Other Assets

                        - 

 

                        - 

 

 

 

 

 

 

TOTAL ASSETS

$         1,902,156 

 

 $       1,902,156 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

 

 

 

 

      Accounts payable and accrued expenses

$           158,534 

 

 $          106,191 

 

      Other payables

       1,700,000 

 

       1,700,000 

 

      Due to stockholders

             65,000 

 

             44,000 

 

      Deferred revenue

                        - 

 

                        - 

 

      Tax payable

                        - 

 

                        - 

 

      Short-term loan

                        - 

 

                        - 

 

             Total Current Liabilities

       1,923,534 

 

       1,850,191 

 

LONG-TERM LIABILITIES

 

 

 

 

     Long-term loan

                        - 

 

                        - 

 

MINORITY INTEREST

           179,402 

 

           179,402 

 

TOTAL LIABILITIES

       2,102,936 

 

       2,029,593 

 

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;

 

 

 

 

       25,839,203 shares issued and outstanding

 

 

 

 

       at March 31, 2008 and December 31, 2007, respectively

             25,839 

 

             25,839 

 

     Additional paid-in capital

           859,061 

 

           859,061 

 

     Accumulated (deficit)

      (1,085,680)

 

      (1,012,337)

 

     Accumulated other comprehensive income

                        - 

 

                        - 

 

             Total Stockholders' Equity (Deficiency)

         (200,780)

 

         (127,437)

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)

$        1,902,156 

 

 $       1,902,156 

 



3





NT HOLDING CORP. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2008 AND 2007

 

 

 

 

 

 

 

 

 

 

 

Three Months

 

Three Months

 

 

 

 

Ended

 

Ended

 

 

 

 

March 31,

 

March 31,

 

 

 

 

2008

 

2007

 

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

REVENUES

 

 

 

 $                          - 

 

 $           5,288,050 

COST OF SALES

 

 

 

                         - 

 

        5,268,638 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

 

                         - 

 

              19,412 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

    Selling and distribution expenses

 

 

 

                         - 

 

                1,657 

    General and administrative expenses

 

 

 

              73,343 

 

           260,322 

 

 

 

 

 

 

 

TOTAL OPERATING EXPENSES

 

 

 

              73,343 

 

           261,979 

 

 

 

 

 

 

 

(LOSS) FROM CONTINUTING OPERATIONS

 

 

 

            (73,343)

 

          (242,567)

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

    Gain from liquidation of assets and liabilities

 

 

 

                         - 

 

                         - 

    Interest expense

 

 

 

                         - 

 

          (102,173)

    Other (expense)

 

 

 

                         - 

 

              (9,647)

 

 

 

 

 

 

 

NET OTHER INCOME (EXPENSE)

 

 

 

                         - 

 

          (111,820)

 

 

 

 

 

 

 

(LOSS) FROM CONTINUTING OPERATIONS

 

 

 

            (73,343)

 

          (354,387)

TAX EXPENSE

 

 

 

                         - 

 

                1,261 

 

 

 

 

 

 

 

(LOSS) AFTER TAXATION

 

 

 

            (73,343)

 

          (353,126)

 

 

 

 

 

 

 

MINORITY INTERESTS

 

 

 

                         - 

 

           148,313 

 

 

 

 

 

 

 

NET (LOSS)

 

 

 

 $               (73,343)

 

 $            (204,813)

 

 

 

 

 

 

 

FOREIGN CURRENCY TRANSLATION

 

 

 

                         - 

 

              (5,973)

 

 

 

 

 

 

 

NET (LOSS)

 

 

 

 $               (73,343)

 

 $            (210,786)

 

 

 

 

 

 

 

NET INCOME (LOSS) PER SHARE:

 

 

 

 

 

 

      BASIC AND DILUTED

 

 

 

 $                   (0.00)

 

 $                  (0.01)

 

 

 

 

 

 

 

WEIGHTED AVERAGE SHARES OUTSTANDING:

 

 

 

 

 

 

      BASIC AND DILUTED

 

 

 

      25,839,203 

 

      25,839,203 




4





NT HOLDING CORP. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2008 AND 2007

 

 

 

 

 

Three Months

 

Three Months

 

Ended

 

Ended

 

March 31, 2008

 

March 31, 2007

 

(Unaudited)

 

(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

     Net income (loss)

 $           (73,343)

 

 $         (204,813)

     Adjustments to reconcile net loss to net cash used

 

 

 

          in operating activities:

 

 

 

             Depreciation and amortization

                         - 

 

        2,749,967 

             Minority interests

                         - 

 

          (148,313)

          Changes in operations-assets and liabilities

 

 

 

             net of acquisitions:

 

 

 

             Increase in accounts receivable

                         - 

 

        1,162,870 

             (Decrease) in inventories

                         - 

 

      (1,061,009)

             Increase in other receivables and prepayments

                         - 

 

           707,738 

             Increase/(Decrease) in accounts payable and accrued expenses

              73,343 

 

      (2,604,070)

            (Decrease) in other payables

                         - 

 

          (520,013)

            (Decrease) in deferred revenues

                         - 

 

          (448,428)

             Increase in tax payable

                         - 

 

              92,863 

             Net cash used in operating activities

                         - 

 

          (273,208)

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

             Decrease in construction in progress

                         - 

 

        2,483,685 

             (Increase) in property, plant and equipment

                         - 

 

      (2,398,008)

             Net cash used in investing activities

                         - 

 

              85,677 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

             Increase in short-term loan

                         - 

 

           161,394 

             Net cash provided by financing activities

                         - 

 

           161,394 

             Net Increase (decrease) in cash

                         - 

 

            (26,137)

            Effect of foreign exchange rate changes

                         - 

 

              (5,973)

 

 

 

 

CASH AT BEGINNING PERIOD

                         - 

 

              38,519 

 

 

 

 

CASH AT END OF PERIOD

 $                       - 

 

 $             6,409 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

     Cash paid for interest

 $                       - 

 

 $                      - 

     Cash paid for income taxes

 $                       - 

 

 $                      - 

     Offset of debt for warrants exercised

 $                       - 

 

 $                      - 

     Common stock issued for liquidation of liabilities

 $                       - 

 

 $                      - 



5







NT HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2008

NOTE 1 - BASIS OF PRESENTATION

The consolidated financial statements of NT Holding Corp. and subsidiaries (the "Company") have been prepared in accordance with generally accepted accounting principles for 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 American for complete financial statements. However, such information reflects all adjustments (consisting 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 consolidated balance sheet information as of March 31, 2008 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, 2007. These annual financial statements should be read in conjunction with that report.

The consolidated financial statements include the accounts of the Company, Link Rich Pacific Inc., 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 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.

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.

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



6




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.

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

On June 6, 2007, two of the Company's majority shareholders, Fugu Enterprises, Inc. ("Fugu") and TG Wanasports Management Limited "("TG Wanasports"), entered into separate agreements with Liu Xiu Lun ("Liu"). Under the agreements, Fugu will transfer 7,941,408 shares of common stock of the Company to Liu for a consideration of $130,320, while TG Wanasports will transfer 10,338,200 shares of common stock of the Company to Liu for a consideration of $169,680. The transaction was completed on June 7, 2007 and resulted in a change in control of the Company.

On June 8, 2007, the Company entered into and completed a Stock Purchase Agreement with Liang Yan Qiong to sell all of the stock in Perfect Growth Venture Corp. ("Perfect Growth"), a British Virgin Islands company wholly-owned by the Company that holds the ownership of Jinhai and AAMI. As a consideration, Mr. Liang shall assume certain liabilities and certain assets of the Company including (i) $2 million in liabilities associated with Perfect Growth owed to the former owners of Jinhai, and (ii) $502,156 accounts receivable (as of June 30, 2007) from System Wealth (from sales of Shanxi Fujia).

 On June 19, 2007, Liu entered into and closed a Stock Purchase Agreement with PNC Labs, Inc. ("PNC") to transfer 18,279,608 shares of common stock in the Company to PNC at a consideration of $350,000 through a payment schedule beginning June 19, 2007 and ending July 31, 2008. A change of control of the Company occurred upon closing.

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 March 31, 2008 and December 31, 2007 due to the relatively short-term nature of these instruments.


NOTE 5-DISCONTINUED OPERATIONS


In the second quarter of 2007, the Company disposed of a significant operating subsidiary.  The results of operations and cash flows from this operating subsidiary are reflected in the financial statements of the Company for the quarter ended March 31, 2007. The results of operations and cash flows for the quarter ended March 31, 2008 do not include any of the operations or cash flows of this disposed of subsidiary which should be considered when reading the comparative statement of operations and cash flows.




7





NOTE 6 – FINANCIAL CONDITION AND GOING CONCERN


The Company's financial statements have been presented on the basis that it will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred a net loss from continuing operations of $73,343 for the three months ended March 31, 2008 and has an accumulated deficit of $1,085,680 at March 31, 2008. 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.



8




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, 2007, as amended (which is also incorporated by reference herein) and (2) Quarterly Report on Form 10-QSB for the three months ended March 31, 2008.

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.

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.  Perersuasive 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.



9




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 - THREE MONTHS ENDED SEPTEMBER 30, 2007 AS COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2006

Revenues, cost of sales and operating expenses

The Company incurred expenses of $99,244 in 2007 versus $113,029 in 2006.  This represents a decrease of $13,785 from 2006 to 2007.  However, the expenses in the third quarter of 2007 were incurred to reorganize the Company.  Until the Company obtains 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.

Gain on discontinued operations

No income or loss was recorded in the current quarter from discontinued operations or from the disposal of a subsidiary..

RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 2007 AS COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2006

Revenues, cost of sales and operating expenses

The Company had revenues of $0 for the quarter ended March 31, 2008 versus $5,288,050 for the quarter ended March 31, 2007.  The costs of sales for the same period decreased from $5,268,638 in 2007 to $0 for 2008.  The Company incurred expenses of $73,343 in 2008 versus $261,979 in 2007.  Interest, other expense and tax expense decreased from $110,559 for 2007 to $0 for 2008.  Lastly, minority interest allocation of the loss in 2007 decreased to $0 in 2008 from an allocation of $148,313 in 2007.  Lastly, there was no reversal in tax expense for 2008, which resulted in a decrease in income of $1,261 from 2007 to 2008.  This represents a decrease of $131,470 in the net (loss) from 2008 as compared to 2007.  However, the expenses in the first quarter of 2008 were incurred to reorganize the Company.  Until the Company obtains 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.

LIQUIDITY AND CAPITAL RESOURCES

Cash

Our cash balance as of March 31, 2008 was $0. Compared to the year ended December 31, 2007 where the balance was also $0, our cash balance stayed the same.

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.



10




The Company has received additional capital through the expansion of vendor financing and loans from its directors and shareholders during the previous quarters and expects such financing will be its only source of capital in the near future.  

From time to time we may require extra funding through financing activities and investments to expand the operations of 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 March 31, 2008 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.



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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 March 31, 2008.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

There has been no material default for the quarter ended March 31, 2008.

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

Change in auditor

NONE

Change in officer

On June 26, 2007, Mr. Chun Ka Tsun resigned as the Company's Chief Executive Officer and Mr. Alan Lew was appointed as the new Chief Executive Officer of the Company

Biographical Information

Mr. Alan Lew, age 33, is currently the President and Secretary of NT Holding Corp. He is also President of PNC Labs, Inc., which is the majority shareholder of the Company. PNC Labs researches, develops and markets nutraceutical products. Mr. Lew has vast experience and contacts in the biotechnology industry. He was a clinical site manage for Pfizer, Inc., where his responsibilities included monitoring and locating new physicians for investigative trials. Mr. Lew has also worked for Sloan-Kettering Hospital in New York City, and for Acorda Therapeutics.

Change in director

On June 26, 2007, Mr. Chun Ka Tsun and Mr. Woo Chi Wai resigned as a member of the Company's Board of Directors while Mr. Alan Lew was appointed as a member of the Company's Board of Directors.

ITEM 6 - EXHIBITS

The following exhibits are filed as part of this quarterly report on Form 10-QSB:


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



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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/ Alan Lew
ALAN LEW
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
DATED: April 18, 2008


/s/ Alan Lew
ALAN LEW
ACTING CHIEF FINANCIAL OFFICER
DATED: April 18, 2008




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