28-Sep-2006

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On September 27, 2006, NT Holding Corp (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 Entertainment Inc. ("GCNL"), an 88% subsidiary of the Company.

The total consideration to be issued by the Company will be 9,023,200 shares of the common stock of GCNL that is owned by the Company in exchange for 62.5% of the equity ownership of Lingu. The transaction will take place upon the terms and conditions provided for in the Agreement for Share Exchange dated as of September 27, 2006, by and among the Company and Lingu, and Wang Minsheng, the sole shareholder of Lingu (the "Agreement"). The Agreement is attached as an Exhibit hereto and incorporated herein by reference. GCNL has total authorized capital of 100,000,000 shares and at closing will have a total of 45,116,000 shares issued and outstanding.

Lingu occupies a land mass of approximately 2.2 square kilometers and owns a 21 year coal mine concession right granted by the Chinese government. Lingu commenced its production on January 30, 2002. Production capacity is approximately 300,000 tons per year. Lingu has approximately 250 employees. Lingu owns power supply facilities, water pump, conveyer belts and communication facilities within the coal mine area.

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.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

The Agreement is incorporated by reference and attached hereto as Exhibit 2.1