SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): June 30, 2006
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NT HOLDING CORP.
(Exact name of registrant as specified in Charter)
NEVADA 000-15303 73-1215433
(State or other jurisdiction of (Commission (IRS Employee
incorporation or organization) File No.) Identification No.)
8th Floor, No. 211 Johnston Road
Wanchai, Hong Kong
(Address of Principal Executive Offices)
852-2836-6202
(Issuer Telephone Number)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
CFR 240.14a-12(b))
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
The Amendment is incorporated by reference and attached hereto as Exhibit 2.1
(a) Financial Statements of Business Acquired
The audited financial statements of Jinhai as of and for the years ended
December 31, 2005 and 2004, and the unaudited financial statements as of and for
the three months ended March 31, 2006, to the extent required to be filed as
part of this Current Report on Form 8-K, are not currently available. Such
financial statements shall be filed by amendment to this report on Form 8-K
within 75 days of the Closing Date.
(b) Pro Forma Financial Information
The unaudited Pro Forma Consolidated Financial Statements as of December
31, 2005 and as of March 31, 2006, to the extent required to be filed as part of
this Current Report on Form 8-K, are not currently available. Such financial
information shall be filed by amendment to this report on Form 8-K within 75
days of the Closing Date.
SIGNATURES
Pursuant to 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.
Dated: June 30, 2006 NT HOLDING CORP.
/s/ Chun Ka Tsun
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By: Chun Ka Tsun
Its: Chief Executive Officer and Director