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): March 12, 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 File No.) (IRS Employee
incorporation or organization) Identification No.)
8th Floor, No. 211 Johnston Road
Wanchai, Hong Kong
(Address of Principal Executive Offices)
852-9188-2864
(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 March 12, 2006, NT Holding Corp (the "Company") entered into a material
definitive agreement with Shanxi Jinhai Metal Group Limited ("Jinhai"),
finalizing their joint venture agreement wherein the Company and Jinhai will
form a Sino foreign joint venture company in China under the name of "American -
Asia Metallurgical Industry Limited", which shall sometimes be referred to
herein as "AAMI". The Company will have a 70% interest in AAMI and Jinhai will
have a 30% interest in AAMI.
Duties and Obligations of the Company
The Company will be responsible for investing US $2,000,000 into AAMI on or
before the date that is one year after the incorporation of AAMI (the
"Anniversary Date"). In the event that the Company fails to deliver all or
part of this funding obligation, the Company will be obligated to issue such
number of shares of its common stock to Jinhai as equal in value to the amount
of such deficiency. The value attributed to any such shares issued will be equal
to the closing market price of the Company's common stock on the Anniversary
Date.
Duties and Obligations of Jinhai
Jinhai will contribute all of its operations into AAMI. Jinhai's management will
have responsibility for managing the daily operations of AAMI. Jinhai shall
nominate one director to the board of directors of the Company, and shall be
responsible to report on the daily operations of AAMI to the Company.
Business of AAMI
AAMI shall continue the operations of Jinhai as a coal refinery and coking coal
producer in the Shanxi province in China.
The definitive agreement is incorporated by reference and attached hereto as
Exhibit 10.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
Number Description
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10.1 Joint Venture Agreement, dated March 12, 2006, between NT
Holding Corp., a Nevada corporation, and Shanxi Jinhai Metal
Group Limited, a Chinese corporation
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: March 13, 2006 NT HOLDING CORP.
/s/ Chun Ka Tsun
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By: Chun Ka Tsun
Its: Chief Executive Officer and Director