Form 8-K/A for NT HOLDING CORP.

26-Sep-2006

Completion of Acquisition or Disposition of Assets, Financial Statements and E

ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On June 30, 2006 (the "Closing Date"), NT Holding Corp (the "Company") and Shanxi Jinhai Metal Group ("Jinhai") closed on a materially definitive agreement (the "Acquisition"). The terms of the Acquisition were set forth in the agreement between Jinhai and the Company entered into on March 12, 2006 (the "Agreement"), and amended on June 27, 2006 (the "Amendment"). Pursuant to the terms of the Agreement as amended by the Amendment, the Company's 100% owned subsidiary, American-Asia Metallurgical Industry Limited ("AAMI"), acquired 58% of the equity of Jinhai in exchange for $2,000,000, payable on or before March 15, 2007. Pursuant to the terms of the Amendment, the Acquisition will take the form of an acquisition by the Company through AAMI, not a joint venture as was originally contemplated in the Agreement.

Jinhai is a Chinese corporation that engages in coking coal and steel production and is located in Shanxi Province in China. Jinhai currently employs approximately 500 employees and its production facilities occupy a landmass of approximately 2 million square feet. The current production capability of Jinhai reaches an annual output of approximately 180,000 tons of coking coal and 200,000 tons of steel.

The financial statements relating to this transaction are listed below and incorporated herewith.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Audited Financial Statements for Shanxi Jinhai Metal Group for 2004 and 2005 are attached hereto and incorporated herein by reference.

Pro Forma Financial Statements for Shanxi Jinhai Metal Group and the Company are attached hereto and incorporated herein by reference.