SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
-----------------
Date of Report (Date of earliest event reported): April 28, 2006
-----------------
NT HOLDING CORP.
(Exact name of registrant as specified in Charter)
NEVADA 000-15303 73-1215433
(State or other jurisdiction of (Commission File No.) (IRS Employee
incorporation or organization) 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On April 28, 2006, NT Holding Corp (the "Company"), through its wholly owned
subsidiary Eastbay Management Limited, a British Virgin Islands company
("Eastbay"), entered into a material definitive agreement (the "JV Agreement")
with Chris Flanagan and Michael Alsop, the major shareholders of PT Borneo
Mineral Project (hereinafter referred to as the "JV Company"). The JV Company
was formed in September 2005 in Indonesia and is in the business of coal mining
and export.
The financial statements relating to this transaction are listed below and
incorporated herewith.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements for PT Borneo Mineral Projects for the period from the date
of inception on September 6, 2005 to December 31, 2005 are attached hereto and
incorporated herein by reference.
Pro Forma Financial Statements for PT Borneo Mineral Projects and the Company
are attached hereto and incorporated herein by reference.
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: August 16, 2006 NT HOLDING CORP.
/s/ Chun Ka Tsun
----------------------------------------
By: Chun Ka Tsun
Its: Chief Executive Officer and Director
PT BORNEO MINERAL PROJECTS
(An Exploration Stage Company)
(Incorporated in Indonesia)
FINANCIAL STATEMENTS
FOR THE PERIOD FROM
THE DATE OF INCEPTION ON SEPTEMBER 6, 2005
TO DECEMBER 31, 2005
PT BORNEO MINERAL PROJECTS
(An Exploration Stage Company)
(Incorporated in Indonesia)
INDEX TO FINANCIAL STATEMENTS
PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
2
BALANCE SHEET 3
STATEMENT OF OPERATIONS
4
STATEMENT OF STOCKHOLDER'S EQUITY 5
STATEMENT OF CASH FLOWS 6
NOTES TO FINANCIAL STATEMENTS 7
1
[logo ommitted]
Madsen & Associates CPAs, Inc.
684 EAST VINE STREET #3, MURRAY, UT 84107
PHONE: (801) 268-2632 FAX: (801) 268-3978
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Members
PT Borneo Mineral Projects
"An exploration stage company"
(Incorporated in Indonesia)
We have audited the accompanying balance sheet of PT Borneo Mineral Projects as
of December 31, 2005 and the related statements of operations and comprehensive
income, stockholder's equity, and cash flows for the period from the date of
inception on September 6, 2005 to December 31, 2005. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of PT Borneo Mineral Projects as
of December 31, 2005, and the results of its operations and its cash flows for
the period from the date of inception on September 6, 2005 to December 31, 2005,
in conformity with accounting principles generally accepted in the United States
of America.
/s/ Madsen & Associates CPAs, Inc.
Madsen & Associates CPAs, Inc.
Salt Lake City, Utah
August 11, 2006
2
PT BORNEO MINERAL PROJECTS
(An Exploration Stage Company)
(Incorporated in Indonesia)
BALANCE SHEET
December 31,
2005
------------
US$
ASSETS
OTHER ASSETS
Contruction in progress 98,445
------------
TOTAL ASSETS $ 98,445
============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES
Amount due to directors 300,000
Accrued liabilities 5,500
------------
305,500
------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: $100 par value;
12,000 shares authorized;
3,000 shares issued and outstanding 300,000
Accumulated deficit (507,055)
------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (207,055)
------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 98,445
============
See accompanying notes to financial statements
3
PT BORNEO MINERAL PROJECTS
(An Exploration Stage Company)
(Incorporated in Indonesia)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM THE DATE OF INCEPTION ON SEPTEMBER 6, 2005
TO DECEMBER 31, 2005
Period from
date of inception on
September 6, 2005 to
December 31,2005
--------------------
US$
REVENUE --
OPERATING EXPENSES 507,055
--------------------
LOSS BEFORE INCOME TAXES (507,055)
PROVISION FOR INCOME TAXES --
--------------------
NET LOSS FOR THE PERIOD $ (507,055)
====================
LOSS PER SHARE:
Basic $ --
====================
See accompanying notes to financial statements
4
PT PORNEO MINERAL PROJECTS
(An Exploration Stage Company)
(Incorporated in Indonesia)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD FROM THE DATE OF INCEPTION ON SEPTEMBER 6, 2005
TO DECEMBER 31, 2005
Common stock
Par Value $100 Accumulated
--------------------- Additional Other
Paid In Accumulated Comprehensive
Shares Amount Capital Losses Loss Total
--------- --------- ---------- ----------- ------------- ---------
US$ US$ US$ US$ US$
Balance at September 6, 2005 -- $ -- $ -- $ -- $ -- $ --
(inception)
Common stock issued for cash 3,000 $ 300,000 $ -- $ -- $ -- $ 300,000
Net loss for the period -- -- -- (507,055) -- (507,055)
--------- --------- ---------- ----------- ------------- ---------
Balance at December 31, 2005 3,000 $ 300,000 $ -- $ (507,055) $ -- $(207,055)
========= ========= ========== =========== ============= =========
See accompanying notes to financial statements
5
PT BORNEO MINERAL PROJECTS
(An Exploration Stage Company)
(Incorporated in Indonesia)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM THE DATE OF INCEPTION ON SEPTEMBER 6, 2005
TO DECEMBER 31, 2005
Period from date
of inception on
September 6, 2005 to
December 31,2005
--------------------
US$
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period (507,055)
Adjustments to reconcile net income to net cash from operations:
Increase in accrued liabilities 5,500
Increase in amount due to directors 300,000
--------------------
NET CASH USED BY OPERATIONS (201,555)
--------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in construction in progress (98,445)
--------------------
NET CASH USED BY INVESTING ACTIVITIES (98,445)
--------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of commmon stock 300,000
--------------------
NET CASH PROVIDED FROM FINANCING ACTIVITIES 300,000
--------------------
Increase in cash and cash equivalents --
Cash and cash equivalents, beginning of period --
--------------------
Cash and cash equivalents, end of period $ --
====================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest $ --
====================
Cash paid for income taxes $ --
====================
See accompanying notes to financial statements
6
PT BORNEO MINERAL PROJECTS
(An Exploration Stage Company)
(Incorporated in Indonesia)
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
PT Borneo Mineral Projects, (the Company), was incorporated on September
6, 2005, under the laws of the Indonesia with an authorized shares of
1,200,000 common shares at $100 par value. The Company's principal
activity was coal mining and exporting. The Company's operations are
carried out in Indonesia.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires us
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 consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
FISCAL YEAR
The Company has adopted December 31 as its fiscal year end.
OTHER ASSETS
We evaluate long-lived assets for impairment whenever events of changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable in accordance with SFAS No. 144, "Accounting for the
Impairment of Disposal of Long-Lived Assets." Factors we consider
important which could trigger an impairment review include, but are not
limited to, significant underperformance relative to expected or
projected future operating results, significant changes in the manner of
use of the acquired assets of the strategy for our overall business,
significant negative industry or economic trends, a significant decline
in our stock price for a sustained period, or a significant decline in
our market capitalization relative to net book value. An asset is
considered impaired if its carrying amount exceeds its fair market value.
We assess the recoverability of our long-lived assets by determining
whether the unamortized balances can be recovered through undiscounted
future net cash flows of the related assets. The amount of impairment, if
any, is measured based on projected discounted future net cash flows
using a discount rate reflecting our average cost of capital.
As of December 31, 2005, the Company has no indication that assets were
impaired and, accordingly, no impairment loss has been included in the
statement of operation.
7
PT BORNEO MINERAL PROJECTS
(An Exploration Stage Company)
(Incorporated in Indonesia)
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION
The Company uses United States dollars ("USD") as the functional
currency. Transactions denominated in currencies other than USD are
translated into USD at the applicable rates of exchange prevailing at the
dates of the transactions. Monetary assets and liabilities denominated in
other currencies are translated into USD at rates of exchange at the
balance sheet dates. Exchange gains or losses arising from changes in
exchange rates subsequent to the transaction dates for monetary assets
and liabilities denominated in other currencies are included in the
determination of net income for the respective period.
CONSTRUCTION IN PROGRESS
Construction in progress represents direct costs of acquisition and
construction of the foundation for an operating mine. Capitalization of
these costs ceases and the construction in progress is transferred to
plant and equipment when substantially all the activities necessary to
prepare the assets for their intended use are completed. No depreciation
is provided until construction is completed and the asset is ready for
its intended use.
INCOME TAXES
We account for income taxes under an asset and liability approach that
requires the expected future tax consequences of temporary differences
between book and tax basis of assets and liabilities be recognized as
deferred tax assets and liabilities. Generally accepted accounting
principles require us to evaluate the realizability of our net deferred
tax assets on an ongoing basis. A valuation allowance is recorded to
reduce the net deferred tax assets to an amount that will more likely
than not be realized. Significant factors considered by management in
assessing the need for a valuation allowance include our historical
operating results, the length of time over which the differences will be
realized, tax planning opportunities and expectations for future
earnings. In the consideration of the realizability of net deferred tax
assets, recent losses must be given substantially more weight than any
projections of future profitability.
2. NEW ACCOUNTING PRONOUNCEMENTS
The Company does not expect any recent accounting pronouncements to have
a material effect on the Company's financial position, results of
operations, or cash flows.
8
PT BORNEO MINERAL PROJECTS
(An Exploration Stage Company)
(Incorporated in Indonesia)
NOTES TO FINANCIAL STATEMENTS
3. COMMON STOCK
The Company is incorporated with 12, 000 shares authorized with a par
value of $100.
During the period, 3,000 shares of common stock of US$100 each were issued
at par value US$100 each for cash for the purpose of incorporating the
company and providing working capital to the Company.
4. RELATED PARTY TRANSACTIONS
During the period from September 6, 2005 (date of incorporation) to
December 31, 2005, the company had transactions with the following related
parties:-
NAME OF RELATED PARTY NATURE OF TRANSACTIONS
Mr. Chris Flanagan and During the period, advances were
Mr. Michael Alsop, directors made to the Company by and
shareholders of the company Mr.
Chris Flanagan and Mr. Michael
Alsop.
As at December 31, 2005, the
outstanding amount due to Mr.
Chris Flanagan and Mr. Michael
Alsop was US$300,000. The
balance is unsecured,
interest-free and has no fixed
terms of repayment.
5. SUBSEQUENT EVENTS
(a) In March of 2006, the company acquired a right of concession on coal
mines in the territory of East Kalimantan of Indonesia which covers
a total of area 19,191 hectares. In the opinion of directors, the
estimated saleable reserve of coal from these coal mines is
approximately 22 million tons.
(b) In June of 2006, Eastbay Management Limited, a British Virgin
Islands company, acquired 70% of the equity of PT Borneo. Eastbay
Management Limited is a wholly-owned subsidiary of NT Holding Corp.,
a company incorporated in USA and listed on the Nasdaq OTC Bulletin
Board.
9
INDEX TO FINANCIAL STATEMENTS
NT HOLDING CORP.
(PRO-FORMA FINANCIAL STATEMENTS)
PRO-FORMA CONSOLIDATED BALANCE SHEET F-1
(UNAUDITED), DECEMBER 31, 2005
PRO-FORMA STATEMENT OF OPERATIONS F-2
(UNAUDITED)FOR THE YEAR
ENDED DECEMBER 31, 2005.
PRO-FORMA CONSOLIDATED BALANCE SHEET F-3
(UNAUDITED), JUNE 30, 2006
PRO-FORMA STATEMENT OF OPERATIONS F-4
(UNAUDITED) FOR THE PERIOD
ENDED JUNE 30, 2006.
NOTES TO UNAUDITED PRO-FORMA F-5
CONSOLIDATED FINANCIAL STATEMENTS.
NT HOLDING CORP.
PRO-FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)
DECEMBER 31, 2005
PT
NT EASYBAY BORNEO CONSOLIDATION CONSOLIDATED
US $ US $ US $ JOURNAL US $
(audited) (unaudited) (audited)
---------- ----------- ---------- ------------- -------------
CURRENT ASSETS
Cash and cash equivalents 97,169 -- -- 97,169
Prepayments and other receivables 45,205 -- -- 45,205
Goodwill -- -- -- -- --
Investment in subsidiary -- 1,100,000 -- (1,100,000) --
Amount due from shareholder -- -- -- -- --
---------- ----------- ---------- -------------
142,374 1,100,000 -- 142,374
OTHER ASSETS
Construction in progress 409,104 -- 98,445 507,549
TOTAL ASSETS 551,478 1,100,000 98,445 649,923
========== =========== ========== =============
CURRENT LIABILITIES
Accounts payables & accurals (647,337) (1,100,000) (5,500) -- (1,752,837)
Due to shareholders (241,407) (300,000) (541,407)
---------- ----------- ---------- -------------
TOTAL LIABILTIES (888,744) (1,100,000) (305,500) (2,294,244)
---------- ----------- ---------- -------------
MINORITY INTEREST -- --
SHAREHOLDERS' EQUITY
Common Stock: $0.001 par value
100,000,0000 authorised
25,839,203 shares issued and outstanding (25,839) -- (300,000) 300,000 (25,839)
Addition paid-in capital (859,061) -- -- 1,244,938 385,877
Retained earnings 1,139,221 -- 507,055 (444,938) 1,201,338
Accumulated other comprehensive loss 82,945 -- -- -- 82,945
---------- ----------- ---------- -------------
TOTAL SHAREHOLDERS' EQUITY 337,266 -- 207,055 1,644,321
---------- ----------- ---------- -------------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY (551,478) (1,100,000) (98,445) (649,923)
========== =========== ========== =============
See notes to unaudited pro-forma consolidated financial statements
F-1
NT HOLDING CORP.
PRO-FORMA STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 2005
PT
NT EASYBAY BORNEO CONSOLIDATION CONSOLIDATED
US $ US $ US $ JOURNAL US $
(audited) (unaudited) (audited)
---------- ----------- ---------- ------------- -------------
Revenue -- -- -- --
Administrative expenses (1,157,946) -- (504,555) 504,555 (1,157,946)
---------- ----------- ---------- -------------
Operating income (1,157,946) -- (504,555) (1,157,946)
Other income 413 -- -- 413
Provision for taxation -- -- -- --
---------- ----------- ---------- -------------
Net loss before minority interest (1,157,533) -- (504,555) 504,555 (1,157,533)
Minority interest in subsidiary loss 18,312 -- -- 18,312
---------- ----------- ---------- -------------
Net loss (1,139,221) -- (504,555) (1,139,221)
Foreign currency translation adjustment (82,945) -- -- (82,945)
---------- ----------- ---------- -------------
Comprehensive income (1,222,166) -- (504,555) (1,222,166)
========== =========== ========== =============
See notes to unaudited pro-forma consolidated financial statements
F-2
NT HOLDING CORP.
PRO-FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)
JUNE 30, 2006
PT
NT EASYBAY BORNEO CONSOLIDATION CONSOLIDATED
US $ US $ US $ JOURNAL US $
(audited) (unaudited) audited)
---------- ----------- ---------- ------------- -------------
CURRENT ASSETS
Cash and cash equivalents 7,316 -- -- 7,316
Prepayments and other receivables 800,000 -- -- 800,000
Goodwill -- -- -- 264,939 264,939
Investment in subsidiary -- 1,100,000 -- (1,100,000) --
Amount due from shareholder -- -- 1,100,000 (1,100,000) --
---------- ----------- ---------- -------------
807,316 1,100,000 1,100,000 1,072,255
OTHER ASSETS
Construction in progress -- -- 98,445 98,445
TOTAL ASSETS 807,316 1,100,000 1,198,445 1,170,700
========== =========== ========== = =============
CURRENT LIABILITIES
Accounts payables & accurals (1,850) (5,500) -- (7,350)
Amount due to subsidiary (1,100,000) 1,100,000 --
Due to shareholders (150,000) -- (150,000)
---------- ----------- ---------- -------------
TOTAL LIABILTIES (151,850) (1,100,000) (5,500) (157,350)
---------- ----------- ---------- -------------
MINORITY INTEREST (357,884) (357,884)
SHAREHOLDERS' EQUITY
Common Stock: $0.001 par value
100,000,0000 authorised
25,839,203 shares issued and outstanding (25,839) -- (1,000,000) 1,000,000 (25,839)
Addition paid-in capital (859,061) -- (700,000) 700,000 (859,061)
Retained earnings 229,711 -- 507,055 (507,055) 229,711
Accumulated other comprehensive loss (277) -- -- -- (277)
---------- ----------- ---------- -------------
TOTAL SHAREHOLDERS' EQUITY (655,466) -- (1,192,945) (655,466)
---------- ----------- ---------- -------------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY (807,316) (1,100,000) (1,198,445) (1,170,700)
========== =========== ========== =============
See notes to unaudited pro-forma consolidated financial statements
F-3
NT HOLDING CORP.
PRO-FORMA STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE PERIOD ENDED JUNE 30, 2006
PT
NT EASYBAY BORNEO CONSOLIDATION CONSOLIDATED
US $ US $ US $ JOURNAL US $
(audited) (unaudited) (audited)
--------- ----------- --------- ------------- -------------
Revenue -- -- -- --
Administrative expenses (29,204) -- -- -- (29,204)
--------- ----------- --------- -------------
Operating income (29,204) -- -- (29,204)
Other income -- -- -- --
Provision for taxation -- -- -- --
--------- ----------- --------- -------------
Net loss before extraodinary items (29,204) -- -- -- (29,204)
Gain on disposal of subsidiary 938,714 -- -- 938,714
--------- ----------- --------- -------------
Net loss 909,510 -- -- 909,510
Foreign currency translation adjustment (1,011) -- -- (1,011)
--------- ----------- --------- -------------
Comprehensive income 908,499 -- -- 908,499
========= =========== ========= =============
See notes to unaudited pro-forma consolidated financial statements
F-4
NT HOLDING CORP.
NOTES TO UNAUDITED PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The unaudited pro-forma consolidated financial statements include the accounts
of NT Holding Corp. ("NT"), Easybay Management Limited ("Easybay") and PT Borneo
Mineral Projects ("PT Borneo"). NT acquired 70% of the issued and outstanding
shares of PT Borneo through Easybay at USD1,400,000 as the consideration on June
2, 2006.
NT is the registrant, a Nevada company incorporated on April 11, 1984. NT has a
fiscal year end of December 31. The balance sheet date used for the pro forma
consolidation is December 31. During the six months ended June 30, 2006, PT
Borneo had no operations.
Easybay Management Limited, a BVI company incorporated on March 8, 2006. Its
principal activity was engaged as the investment holding of the operating
company
PT Borneo Mineral Projects, an Indonesian company incorporated on September 6,
2005. Its principal activity was engaged in the business of coal mining and
exporting
PT Borneo's audited statement of operations for the year ended December 31, 2005
is included in the pro-forma consolidated statement of operations for the year
ended December 31, 2005, and its unaudited statement of operations for the six
months ended June 30, 2006 is included in the pro-forma consolidated statement
of operations for the six months ended June 30, 2006.
2. CONSOLIDATING ENTRIES
The consolidating entries on the pro-forma consolidated balance sheet to
eliminate investments in subsidiary accounts. The consolidating entries on the
pro-forma consolidated statement of operations for the year ended December 31,
2005 and six months ended June 30, 2006 eliminate the effect of PT Borneo.
F-5