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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934

                  For the fiscal year ended: DECEMBER 31, 2008

                                       OR

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

                   For the transition period from: ___ to ____

                         Commission File Number 0-31012

                    NT MEDIA CORPORATION OF CALIFORNIA, INC.
                 (Name of Small Business Issuer in Its Charter)


                    Delaware                           94-3357128
         (State or other jurisdiction               (I.R.S. Employer
        of incorporation or organization)          Identification No.)


                    7800 Oceanus Drive
                  Los Angeles, California                           90046
         (Address of principal executive offices)                 (Zip Code)


                    Issuer's telephone number: (323) 445-4833

         Securities registered under Section 12(b) of the Exchange Act:
                                      None.

         Securities registered under Section 12(g) of the Exchange Act:
                         Common Stock, $.001 par value.

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [_]

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [_]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [_] No [X]

State issuer's revenues for its most recent fiscal year: $0

The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days: $55,489.00 as of May 13, 2009.

The number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 10,088,884 common shares, $.001 par
value, outstanding as of May 13, 2009.

Documents Incorporated By Reference:  None.

Transitional Small Business Disclosure Format (check one): Yes  [_]   No  [X]



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         EXPLANATORY NOTE: THE REGISTRANT IS FILING THIS FORM 10-K/A IN ORDER TO
         FILE AND PROVIDE THE REPORT OF AJ ROBBINS PC FOR THE PERIOD ENDED
         DECEMBER 31, 2006. THERE ARE NO OTHER MODIFICATIONS OR CHANGES TO THE
         ANNUAL REPORT ON FORM 10-K OR THE EXHIBITS THERETO AS ORIGINALLY FILED.

Exhibits
--------

Exhibit 99.1    Report of AJ Robbins PC for the Period Ended December 31, 2006.


SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Date:  October 29, 2009             NT MEDIA CORPORATION OF CALIFORNIA, INC.


                                    By: /s/ Ali Moussavi
                                        ----------------------------------------
                                        Ali Moussavi, President, Chief Executive
                                        Officer,  Principal  Accounting Officer
                                        and Chairman of the Board of  Directors


In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.


Date: October 29, 2009                   /s/ Christopher Briggs
                                        ----------------------------------------
                                        Christopher Briggs, Director