--------------------------------------------------------------------------------
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           --------------------------
                                   FORM 10-KSB

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

     For the Fiscal Year Ended                  Commission File Number
         December 31, 2001                              0-31012

                    NT MEDIA CORPORATION OF CALIFORNIA, INC.

             Delaware                               94-3357128
    ------------------------             -------------------------------
    (State of Incorporation)             (I.R.S. Employer Identification)

                          Principal Executive Offices:
                        9229 Sunset Boulevard, Suite 401
                              Los Angeles, CA 90069
                            Telephone: (310) 205-4825

      Securities registered pursuant to Section 12(b) of the Exchange Act:

  Title of Each Class               Name of Each Exchange on Which Registered
  -------------------               -----------------------------------------
            None                                        None

      Securities registered pursuant to Section 12(g) of the Exchange Act:

                         Common Stock, $0.001 Par Value
                         ------------------------------
                                (Title of Class)

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 is not  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-KSB
or any amendment to this Form 10-KSB. [ ]

The issuer's revenues for its most recent fiscal year were $34,789.

As of  March  15,  2002,  the  aggregate  value  of the  voting  stock  held  by
non-affiliates  of the  Registrant,  computed by reference to the average of the
bid and ask  price on such  date was  approximately  $3,695,998  based  upon the
average price of $0.55/share.

As of March 15, 2002, the Registrant had outstanding 30,000,000 shares of common
stock ($.001 par value).

Transitional Small Business Disclosure Format:    Yes [   ]   No [X]
<PAGE>

                       Documents Incorporated by Reference

Certain  exhibits  required by Item 13 have been  incorporated by reference from
the Company's previously filed Form 8-K's, Form 10-QSB and Form 10-KSB.

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                                       2
<PAGE>
                                TABLE OF CONTENTS
                                                                      Page of
                                                                      Report
                                                                      ------
PART I....................................................................1
------
   ITEM 1.  DESCRIPTION OF BUSINESS.......................................1
   -------  -----------------------

   ITEM 2.  DESCRIPTION OF PROPERTY.......................................7
   -------  -----------------------

   ITEM 3.  LEGAL PROCEEDINGS.............................................7
   -------  -----------------

   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...........8
   -------  ---------------------------------------------------

PART II...................................................................9
-------
   ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND
   -------  --------------------------------------------
            RELATED STOCKHOLDER MATTERS...................................9
            ---------------------------

   ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION...11
   -------  ----------------------------------------------------------

   ITEM 7.  FINANCIAL STATEMENTS.........................................17
   -------  --------------------

   ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
   -------  ------------------------------------------------
            ACCOUNTING AND FINANCIAL DISCLOSURE..........................17
            -----------------------------------

PART III.................................................................18
--------
   ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
   -------  ----------------------------------------------------
            PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT...18
            ----------------------------------------------------------

   ITEM 10. EXECUTIVE COMPENSATION.......................................19
   -------- ----------------------

   ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
   -------- ---------------------------------------------------
            MANAGEMENT...................................................22
            ----------

   ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...............23
   -------- ----------------------------------------------

SIGNATURES...............................................................25
----------

                                       i
<PAGE>
                                     PART I

ITEM 1.           DESCRIPTION OF BUSINESS

General

NT Media  Corporation of California,  Inc.  (formerly  known as "MVD,  Inc." and
referred  to  hereafter  as "NT  Media"  or the  "Company")  began the year as a
development  stage company  involved in the digital  entertainment  products and
services industry. The Company sought to distribute and sell digital cameras and
digital  music  players  and  develop  digital-related  services  and was  doing
business in Florida as  MVDigital,  Inc.  However,  from January 1, 2001 through
April 17, 2001,  the Company did not  generate  any  revenues  from its business
activities.  As a result of the Company's exchange  transaction with Ecast Media
Corporation,  Inc., on April 17, 2001, the Company's business activities changed
and became those of Ecast Media as described below.

Reorganization

On April 17, 2001, MVD, Inc. consummated a stock exchange transaction with Ecast
Media Corporation,  Inc. ("Ecast"),  a Delaware  corporation,  which resulted in
Ecast  becoming  a   wholly-owned   subsidiary  of  MVD,  Inc.  and  the  former
shareholders of Ecast owning approximately 80% of the then outstanding shares of
MVD,  Inc.  MVD,  Inc.  later  changed  its  name  to NT  Media  Corporation  of
California,  Inc.  and  assumed  the  business of Ecast.  This  transaction  was
structured   as  a  tax-free   share   exchange  and  was  accounted  for  as  a
recapitalization of Ecast and the acquisition of NT Media at its book value.

Change in Control of the Company

Pursuant to a Stock Exchange Agreement entered into as of April 17, 2001 between
NT Media  (formerly  MVD,  Inc.),  and the  shareholders  of Ecast,  100% of the
outstanding  shares of common stock of Ecast were  exchanged for  10,000,000 new
shares  of  common  stock of NT  Media,  in which  Ecast  became a wholly  owned
subsidiary of NT Media.

The  Exchange  Agreement  was adopted by the  unanimous  consent of the Board of
Directors and of the shareholders of both NT Media and Ecast on April 17, 2001.

Ecast  commenced its business in June 1999 as a limited  liability  company.  On
March 17,  2000,  Ecast  converted  from a limited  liability  company  to a "C"
corporation in the state of Delaware.  Prior to the exchange transaction,  Ecast
had 1,362,454  shares of common stock  outstanding,(or  100% of the  outstanding
shares),  which  were  exchanged  by the  six  shareholders  of  Ecast  for  the
10,000,000  shares of common stock of NT Media, par value of $.001. By virtue of
the exchange,  Ecast shareholders  acquired  approximately 80% of the issued and
outstanding  common  stock of NT Media and there was a change of  control  of NT
Media.

Prior to the effectiveness of the Exchange Agreement,  NT Media had an aggregate
of 2,500,000 shares of common stock, par value $.001, issued and outstanding.

Upon  closing of the Stock  Exchange  Agreement,  NT Media had an  aggregate  of
12,500,000 shares of common stock outstanding prior to the a two and four tenths
for one (2.4:1) stock split effective April 23, 2001.


                                     1
<PAGE>
As  provided  in the Stock  Exchange  Agreement,  the  directors  of the Company
resigned on the date of closing,  April 17, 2001, nominating Christian Mehringer
as Chairman of the Board of Directors. Mr. Mehringer subsequently appointed Dana
O'Connor and Ali  Moussavi as  directors  to fill the  vacancies on the board of
directors.  Mr.  Mehringer  was  elected  by the  board  of  directors  as Chief
Executive  Officer and Secretary and Mr. O'Connor was elected as President.  The
by-laws of NT Media will continue without change.

As a result of the exchange  transaction,  on April 24, 2001 the Company changed
its name to from MVD, Inc to NT Media Corp of California, Inc. and increased its
authorized  common  stock  from  50,000,000  to  100,000,000.   A  copy  of  the
Certificate of Amendment to the  Certificate of  Incorporation  is  incorporated
herein by reference.

Post-Stock Exchange Operations/Company's Current Business

At the time of the stock exchange transaction, it was the Company's intention to
make  the  business  of the  Company  the  business  of  Ecast,  which  was  the
production,   aggregation  and  distribution  of  on-and-offline   content,  the
management of on-and-offline talent and literary clients and providing strategic
consulting  services.  These  activities  generated or were to generate  revenue
through  producer fees,  agent fees, and consulting  fees and  commissions  with
respect to business development and strategy consulting.

Subsequent  to the exchange  transaction  in  consideration  of Ecast's  ongoing
losses and continued inability to generate  significant  revenue,  combined with
certain  changes  in the on- and  offline  entertainment  markets,  the  Company
determined that it was in the best interests of the Company and its shareholders
to shift the Company's growth strategy away from Ecast's  operations and towards
the  identification,  evaluation  and potential  acquisition  of companies  with
existing  operations.  To this end, NT Media began terminating and/or suspending
certain money losing operations of Ecast,  while  simultaneously  developing its
own acquisition-driven growth strategy and beginning to search for opportunities
to  acquire  companies  with  ongoing  operations  and  high  growth  potential.
Additionally,  the Company  began  looking for a potential  acquirer to purchase
Ecast's operations and/or assets.

During FY 2001, NT Media also engaged in certain  entertainment  production  and
international  business development  activities  independent of those previously
conducted by Ecast. NT Media's operations in these areas remain ongoing.

The Company is currently  pursuing the  development  and  production  of feature
films and television programs, and providing  international business development
and strategy  consulting  services.  The Company has also  developed  and is now
pursuing an acquisition-driven growth strategy. In particular, the Company seeks
to expand  vertically and  horizontally  in the  entertainment  and media sector
through   acquisitions  in  the  design,   production,   and  interactive   game
sub-sectors.  The Company is currently  exploring  opportunities  among  various
types of  companies  including  but not limited to feature  film and  television
production,   commercial  and  broadcast  design,  animation,   visual  effects,
interactive  game  developers  for PC and  consoles,  marketing/branding  firms,
commercial production, and interactive television design and production.

In its  existing  operations,  the Company  generates or will  generate  revenue
through producer fees, license/acquisition fees (theatrical, network television,
cable   television,   home  video,   syndication,   and  foreign   territories),

                                      2
<PAGE>
participation  fees  (percentage  of box office and ancillary  gross or adjusted
gross  revenue  with  respect to feature film and  television  production),  and
consulting  fees and  commissions  with  respect  to  business  development  and
strategy consulting.

In its targeted  acquisition  strategy,  the Company  hopes to generate  revenue
based on the core operation(s) of one or more acquired companies. Business lines
which the Company is currently assessing as possible acquisition targets include
film and  television , commercial  and  broadcast  design  companies,  animation
companies, visual effects studios, interactive game developers,  market/branding
firms, commercial production,  and interactive television design and production.
Although   the  Company  is  actively   involved  in  seeking  out   acquisition
opportunities, there is no assurance that suitable acquisition companies will be
identified,  and, if  identified,  can be acquired  on terms  acceptable  to the
Company.

Integration/Growth Strategy

NT Media  intends  to  expand  via an  acquisition-driven  growth  strategy.  In
connection  with this  strategy,  the  Company is  targeting  complementary  yet
diverse   operations   along   two   separate   lines   of   business--one   the
design/production spectrum, the other the interactive game sector.

With respect to the design/production spectrum, the current market environment--
depressed  valuations and uncertainty in the advertising and broadcast  sectors,
coupled with solid market fundamentals-- provides an opportunity for the Company
to execute  strategic  acquisitions.  Additionally,  the  current  shifts in the
advertising and broadcast markets create opportunities for growth.

With  respect to the  interactive  game  sector,  the  industry is  experiencing
significant  growth as a result of increased  consumer  demand and the launch of
three new console platforms within the last eighteen  months--Sony PS2, Nintendo
Game  Cube,  and  Microsoft  Xbox.  As a result,  companies  in this  sector are
expected to experience substantial growth moving forward.

NT Media has identified  and entered  preliminary  discussions  with a number of
acquisition  candidates  in an effort to close  one to two  transactions  in the
first half of 2002.

Through its acquisition-driven growth strategy, NT Media intends to increase the
Company's  range of operations and create a foundation  for further  organic and
acquisition-driven growth in an effort to position the Company for profitability
and enhanced shareholder value in FY 2002.

NT Media intends to implement its growth strategy of acquisitions by:

o     leveraging   resources,   including   relationships,   capabilities,   and
      entertainment properties,  across subsidiaries to create and exploit sales
      and production opportunities;
o     providing capital to exploit growth opportunities;
o     pursuing subsequent strategic acquisitions; and
o     providing  professional  managerial  infrastructure,   in  particular  the
      financial reporting processes,  formal business  development  initiatives,
      and macro-level  strategic  planning to enhance the  effectiveness  of the
      operating units.


                                      3
<PAGE>
If the Company  generates  significant  revenues from  acquisitions  in the next
twelve month  period,  NT Media may expand its  acquisition  strategy to include
additional  companies within and/or beyond the  aforementioned  targeted sectors
and sub-sectors.

Research and Development

NT Media is not currently  conducting any research and  development  activities.
The Company does not anticipate conducting such activities in the near future.

Government Regulation

NT Media does not believe that it needs any governmental approval for any of its
existing operations,  acquisition strategy, or targeted acquisition  operations.
NT Media's business is subject to Federal Trade Commission  regulation and other
federal  and  state  laws  relating  to  the   development   and  production  of
entertainment  programming and the provision of consulting services. The Company
believes that it is in compliance with all laws, rules and regulations  material
to its operations.

Proprietary Rights

The Company owns the service mark  "Neurotrash"  registered in the United States
Patent and Trademark  Office under  Certificate of  Registration  2,450,157 from
dated May 8, 2001.

Sales and Marketing

NT Media  intends  to  attract  and  retain  customers  through  its  network of
professional  relationships,   strategic  partnerships,   acquisitions,   public
relations, agency representation, and business development activities, including
but  not  limited  to  preparation  and  distribution  of  sales  and  marketing
materials,  maintenance of a Company web site,  participation in trade shows and
conferences,  and  professional  speaking  engagements.  The Company  intends to
promote the high quality of services provided by targeted Company acquisitions.

Competition

The market for design, production, advertising, interactive game, entertainment,
and  consulting   services  and  products  is  rapidly  evolving  and  intensely
competitive. The past year has seen significant softening in the advertising and
broadcast  markets,  with ad budgets either declining or remaining stagnant from
prior years. In addition,  the market has experienced a decline in demand due to
the  wave of  Internet-based  or  Internet-related  companies  shutting  down or
dramatically  reducing operations,  changes in network  broadcasting,  terrorist
attacks on the US, and a general downturn in the US economy. The impact of these
trends is expected to continue through the current year.

The companies that NT Media is targeting for acquisition face direct competition
from a multitude of firms in their respective  fields.  The fields are, however,
sufficiently fragmented such that the Company believes there are, in each of the
fields it is  targeting,  companies  of a size  which  would  make  them  viable
acquisition candidates.

The Company  expects  the design,  production,  advertising,  interactive  game,
entertainment,  and consulting  markets to remain intensely  competitive for the

                                      4
<PAGE>
foreseeable  future.  Since  barriers to entry are not  prohibitive,  new and/or
existing  competitors  may expand their  offerings at a relatively low cost. The
market has experienced a significant  proliferation  of companies  providing the
services  and/or  products  provided  by the types of  companies  the Company is
targeting for  acquisition,  thus  increasing the available  number of competing
providers  dramatically.  The Company has witnessed a corresponding  increase in
pricing pressure as the available  services  providers and product  producers in
these areas has grown.

Some of the current  competitors  of  companies  the Company  has  targeted  for
acquisition  have larger client bases,  longer operating  history,  higher brand
recognition, and greater financial resources than those companies the Company is
targeting.

Additionally,  the Company is  competing  with a range of types of  companies in
acquiring  companies in the targeted fields.  These competitors range from media
conglomerates  such as Omnicom Group,  Inc. and Interpublic  Group of Companies,
Inc. to single sub-sector companies such as Activision, Inc. and THQ, Inc. As NT
Media  expands the scope of its  business  operations,  the Company will compete
with a large number of diversified media and entertainment  companies as well as
single  sub-sector  companies.  In  addition,  as the  entertainment  and  media
services  and  offerings   become  more  expansive  and  more   numerous,   more
well-financed or well-established  entities may expand into, acquire,  invest or
continue to consolidate  within the industry,  thus  increasing the  competitive
pressures that the Company faces.

Advisors/Employees

The  Company  presently  employs  four staff  members,  including  officers  and
directors.  The  Company  will not  hire  any  additional  employees  unless  it
generates significant revenue via either existing operations or acquisitions.

The Company is actively  recruiting a network of key advisors and establishing a
pipeline for  entertainment  projects and  consulting  engagements.  The Company
utilizes its  advisors and  professional  network of  relationships  to identify
acquisition opportunities.

Risks Associated with NT Media's Business

If the  Company is unable to execute  acquisitions,  it may be unable to achieve
significant  revenue  particularly in light of the Company's  curtailment of its
Ecast business.  Additionally,  if the Company is unable to maintain its network
of professional relationships,  it may be unable to identify acquisition targets
and may be unable to  attract  business  to any  acquired  companies  that would
operate as subsidiaries of the Company.  As a result,  the Company may be unable
to  achieve  significant  revenue,  or in the event it is  successful  in making
acquisitions,  revenues of the acquired companies could be reduced. There can be
no   assurance   that  the  Company   will   identify   sufficient   acquisition
opportunities,  be able to close acquisitions on acceptable commercial terms, or
be able to create and/or  maintain a demand for the products  and/or services of
any acquired companies, in the event any acquisitions take place.

Future acquisitions  involve a number of special risks,  including the diversion
of management's attention to the assimilation of the operations and personnel of
the  acquired  companies,  adverse  short-term  effects on NT Media's  operating
results and the  potential  inability  to  integrate  financial  and  management

                                      5
<PAGE>
reporting systems.  A significant  portion of NT Media's resources could be used
for these  acquisitions.  Moreover,  NT Media  may not be able to  successfully,
integrate  an  acquired  business  into NT  Media's  business  or to  operate an
acquired business profitably. If the Company is not able to integrate and expand
the operations of acquired  companies,  without excessive costs, delays or other
adverse developments, revenues of the acquired companies could decrease.

If NT Media is unable to protect its  trademarks and other  proprietary  rights,
the Company's  reputation and brand could be impaired and the Company could lose
customers.   NT  Media  regards  its  trademarks,   trade  secrets  and  similar
intellectual  property as valuable to its business,  and relies on trademark and
copyright  law,  trade secret  protection  and  confidentiality  and/or  license
agreements  with its employees,  partners and others to protect its  proprietary
rights.  There  can be no  assurance  that the steps  taken by NT Media  will be
adequate  to  prevent   misappropriation  or  infringement  of  its  proprietary
property.  NT Media has some of its trademarks or service marks  registered with
the United States Patent and Trademark Office.

The Company will need additional funds to finance future acquisitions as well as
fund its current  operations.  It  currently  has low cash  reserves and limited
working capital to fund its operations,  and its ability to meet its obligations
in the  ordinary  course of  business  is  dependent  upon its  ability to raise
additional financing through public or private equity financings, establish cash
flow from  operations,  enter  into  collaborative  or other  arrangements  with
corporate sources, or secure other sources of financing to fund operations.

At December 31, 2001, the Company and its  wholly-owned  subsidiary,  Ecast, had
loans of  approximately  $88,000  owed  primarily  to  officers,  directors  and
shareholders  of the  Company.  These  short term loans bear  interest at 6% per
annum.  The principal and interest  represented  by these loans are payable upon
demand by the creditors.  While the Company does not anticipate  that any of the
holders  of these  short term  loans  will make a demand  for  repayment  in the
foreseeable future, if a demand for repayment were to be made, the Company would
likely not be able to repay any  substantial  amount from its current cash flow.
If the Company were unable to obtain  sufficient  cash to satisfy any  repayment
demand or was unable to negotiate  alternative terms with such loan holder,  the
Company  would be in default on such loan.  Any such default  would give rise to
legal remedies against NT Media or its subsidiary.

NT Media's prospects for financial success are difficult to forecast because the
Company has a limited operating  history.  The Company's  business  commenced in
April  2000,  and its  subsidiary  Ecast's  business  commenced  in  June  1999.
Consequently,  both the  Company  and its  operating  subsidiary  have a limited
operating  history upon which an  evaluation  of their  prospects  can be based.
Neither  NT Media  nor its  subsidiary  has ever  made a  profit  in any  fiscal
quarter.  The Company's  prospects  for financial  success must be considered in
light  of  the  risks,  expenses  and  difficulties  frequently  encountered  by
companies in new, unproven and rapidly evolving markets. To address these risks,
NT Media must, among other things,  expand its customer base,  increase its cash
flow from  operations,  respond  effectively  to competitive  developments,  and
continue to attract,  retain and motivate  qualified  employees.  The  Company's
inability  to  further  develop  and  expand  its  operations  would  materially
adversely  affect the  Company's  business  financial  condition  and results of
operations.



                                      6
<PAGE>
The Company is a  service-based  company and does not currently own  significant
tangible assets. Consequently, if the Company were unsuccessful,  there would be
few tangible assets, which would have minimal liquidation value.

The audit report of NT Media's  independent  auditors includes a "going concern"
qualification. In the auditor's opinion, the Company's limited operating history
and the accumulated net deficit as of December 31, 2001, raise substantial doubt
about its ability to continue as a going concern.

The  Company  operates in a rapidly  changing  and  growing  industry,  which is
characterized  by  vigorous  competition  from both  established  companies  and
start-up companies.  Market for the Company's services is extremely  competitive
both as to price and opportunities.

In summary,  the  Company's net sales and  operating  results in any  particular
quarter may fluctuate as a result of a number of factors,  including competition
in the markets with Company's services, delays in acquiring new core businesses,
the current  economic  conditions as well as the performance of the Internet and
entertainment  industries as discussed  above.  The Company's  future  operating
results  will  depend,  to a large  extent,  on its  ability to  anticipate  and
successfully  react to these and other  factors and  successfully  implement its
growth strategy. Failure to anticipate and successfully overcome these and other
factors could adversely affect the Company's  business,  financial condition and
results of operations.

ITEM 2.           DESCRIPTION OF PROPERTY

NT Media leases approximately 1000 sq. ft. of office space at 9229 Sunset Blvd.,
Suite 401, Los Angeles, CA 90069 for its executive, administrative and operating
offices  at a  monthly  rent of $1,821  through  April of 2002.  The lease  with
respect to this facility expires on April 30, 2002.  Following the expiration of
the lease,  the  Company  has been  offered the option to continue to rent these
offices on a  month-to-month  basis at a monthly  rent of $2,241  per month.  NT
Media  anticipates that these offices will be adequate to meet its needs for the
foreseeable future.

On  August  29,  1999,  the  Company's  subsidiary  Ecast  entered  into a lease
agreement for premises  located at 5410 Wilshire  Boulevard,  the  obligation of
which was approximately $24,570 per annum for three years. On May 9, 2000, Ecast
entered into a lease agreement for additional office space at the same premises,
the obligation of which was approximately  $59,850 per annum for three years. On
August 31,  2001 Ecast  exercised  its  termination  rights  under  these  lease
agreements and terminated both leases for premises at 5410 Wilshire Boulevard.

ITEM 3.           LEGAL PROCEEDINGS

With regard to the premises  leases  terminated by Ecast on August 31, 2001, the
lessor is contesting  Ecast's exercise of the lease  termination  provisions and
filed a  Complaints  against  Ecast in Los  Angeles  Superior  Court  (Case  No.
BC268569 for lease dated  August 29, 1999 and Case No.  BC268375 for lease dated
May 9, 2000) on  February  21,  200 and  February  19,  2002  respectively.  The
Complaint seeks the unpaid tenant improvement costs, and additional remedies the
court deems  appropriate.  Management  believes  that the leases  were  properly
terminated  and will assert  defenses to this  action.  Management  believes the
maximum combined liability is approximately $125,000.


                                      7
<PAGE>
On October 31,  2001,  NT Media  entered into an  irrevocable,  non-transferable
agreement  to sell 1.5 million  shares of NT Media  common stock to the Horst E.
Lexen Family Trust in exchange for $1.5 million. The Horst E. Lexen Family Trust
subsequently  defaulted on the  agreement.  The Company is pursuing a variety of
avenues of recourse, and may determine it is in the best interest of the Company
and its  shareholders  to take legal action against the Horst E. Lexen Trust and
related parties.

Management is not aware of any other pending or threatened litigation other than
that mentioned above, nor does it have any reason to believe that any other such
litigation exists.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.










































                                      8
<PAGE>
                                     PART II

ITEM  5.        MARKET FOR THE REGISTRANT'S COMMON STOCK AND
                RELATED STOCKHOLDER MATTERS.

Since  February  2001,  the  Company's  common  stock was  traded in the  NASDAQ
Electronic  Bulletin  Board under the symbol  "MVDI".  Effective as of April 23,
2001, a forward stock split of 2.4 to 1 occurred  which  increased the Company's
then  outstanding  common stock from  12,500,000  shares to  30,000,000  shares.
Effective  as of April 24,  2001,  the  Company's  name was  changed to NT Media
Corporation  of  California,  Inc. and its trading symbol was changed to "NTMM".
The  following  chart  sets  forth the known high and low price on a bid and ask
basis for the  Company's  stock for each quarter  since  becoming  listed on the
OTCBB. All dollar amounts reflect  post-split  shares.  The quotations set forth
below  reflect  inter-dealer  prices,  without  retail  mark-up,   mark-down  or
commissions and may not represent actual transactions.

         Year Ended December 31, 2001                 Low          High

           Fourth Quarter                             $1.15        $2.90
           Third Quarter                              $1.20        $1.32
           Second Quarter                             $0.25        $1.30
           First Quarter                              no quote     no quote

As of March 15,  2002,  there  were  approximately  25  holders of record of the
Company's Common Stock. This amount does not include shares held in street name.

Dividend Policy

The Company has never paid any cash  dividends on its common stock.  The Company
currently  anticipate  that it will  retain all future  earnings  for use in its
business.  Consequently, it does not anticipate paying any cash dividends in the
foreseeable future.

Recent Sales of Unregistered Securities

During the  Company's  last fiscal year ended  December 31, 2001,  it issued the
following equity securities  pursuant to exemption from  registration  under the
Securities Act of 1933 (the "1933 Act").

On April 4, 2001,  NT Media  subsidiary  Ecast issued 40,872  shares,  which was
exchanged  for 719,996 of NT Media common stock  pursuant to the Stock  Exchange
Agreement, in connection with an agreement entered into with Cristobal A. Garcia
whereby  Mr.  Garcia  purchased  40,872  shares of  Common  Stock of Ecast for a
purchase  price of $1.70 per  share.  In  consideration  of the  Stock  Purchase
Agreement,  Ecast  received a note issued by Mr. Garcia in the amount of $69,482
bearing 6% interest per annum,  with principal and interest payable upon demand.
The  sale of  common  stock  was  made  in  reliance  upon  the  exemption  from
registration  set forth in  Section  4(2) of the 1933 Act as a  transaction  not
involving a public offering. No underwriters were engaged in connection with the
foregoing sale of securities.  The sale was made without general solicitation or
advertising.  The  purchaser  was an  "accredited  investor" or a  sophisticated
investor  with access to all  relevant  information  necessary  to evaluate  the
investment  who  represented  to the Company that the shares were being acquired
for investment.  The shares are deemed to be "restricted  securities" as defined


                                      9
<PAGE>
in Rule 144 under the 1933 Act and the certificate(s) evidencing the shares bear
a legend stating the restrictions on resale.

Pursuant to a Stock  Exchange  Agreement  dated April 17, 2001 between MVD, Inc.
and the shareholders of Ecast, the Company issued 10,000,000 share of its common
stock to the six  shareholders  of Ecast in exchange for 100% of the outstanding
shares of common  stock of Ecast.  The shares  were  issued  without  any public
solicitation and were acquired for investment  purposes only and not with a view
to  distribution.  The  Company's  shares  were  issued  pursuant to the private
placement  exemption  provided by Section 4(2) of the 1933 Act. These shares are
deemed to be  "restricted  securities" as defined in Rule 144 under the 1933 Act
and  the   certificates   evidencing  the  shares  bear  a  legend  stating  the
restrictions on resale.

On August 30, 2001,  the Company  issued an option to purchase  65,000 shares of
the Company's  common stock valued at $65,000 to John Holt Smith in exchange for
legal services  performed.  The sale was made without  general  solicitation  or
advertising.  The sale of common stock was made in reliance  upon the  exemption
from registration set forth in Section 4(2) of the 1933 Act as a transaction not
involving a public offering. No underwriters were engaged in connection with the
foregoing  sale of securities.  The purchaser was an "accredited  investor" or a
sophisticated  investor  with access to all  relevant  information  necessary to
evaluate the investment who represented to the Company that the option was being
acquired for investment.  The option is deemed to be "restricted  securities" as
defined  in Rule 144 under the 1933 Act and the  certificate(s)  evidencing  the
shares  underlying  the option will bear a legend  stating the  restrictions  on
resale.

On October 31,  2001,  NT Media  entered  into an  irrevocable  non-transferable
agreement  to sell 1.5 million  shares of NT Media  common stock to the Horst E.
Lexen Family Trust in exchange for $1.5 million.  The Company has yet to receive
the  proceeds in  accordance  with the  agreement  and the Horst E. Lexen Family
Trust is  currently  in default  on the  agreement.  No shares of the  Company's
common  stock have been  issued in  connection  with this  transaction  to date.
Management  is unable to say with any  certainty  whether  or not  shares of the
Company's  common  stock will be issued at any time in the future in  connection
with this  transaction.  The stock  purchase  agreement  was entered into with a
foreign  investment  entity in compliance  with Regulation S of the 1933 Act. In
the U.S.,  these shares,  when and if issued,  will be deemed to be  "restricted
securities"  as  defined  in Rule 144  under  the 1933 Act.  Any  shares  issued
pursuant  to the  stock  purchase  agreement  will  bear a  legend  stating  the
restrictions on resale.

In 2001,  NT Media  issued a total of $189,100 in  convertible  debt to existing
investors on the following dates and in the following amounts:

                    Date                                          Amount
                    ----                                          ------
                    April 19, 2001                                $15,000
                    April 26, 2001                                $43,000
                    May 21, 2001                                  $29,000
                    June 6, 2001                                  $39,000
                    June 19, 2001                                 $14,000
                    June 27, 2001                                 $41,000
                    December 6, 2001                              $5,000
                    December 21, 2001                             $3,100

                                      10
<PAGE>
The  convertible  debt bears interest at 6% per annum. NT Media has the right to
voluntarily  prepay the notes in whole or in part.  The holder may  convert  the
notes into shares of Company  common  stock at the holder's  discretion  anytime
after both of the  following  have  occurred:  (i) the  common  stock is trading
publicly,  and (ii) the  underlying  stock of the debenture has been  registered
with the SEC and declared  effective.  Notes not converted  voluntarily shall be
subject to Mandatory Conversion provisions and shall be converted into shares of
the Company's  common stock on the fifth (5th)  anniversary of the issue date of
the respective  notes. The number of shares of common stock into which each note
can be converted is equal the principal amount of the note being converted, plus
interest accrued to the date of conversion,  divided by the average bid price of
the  common  stock  for the five (5)  trading  days  immediately  preceding  the
conversion date. The above notes were issued in reliance upon the exemption from
registration  set  forth in  Section  4(2) of the 1933 Act as  transactions  not
involving a public offering. No underwriters were engaged in connection with the
foregoing sale of securities.  The sales were made without general  solicitation
or advertising.  The purchasers  were  "accredited  investors" or  sophisticated
investors  with access to all  relevant  information  necessary  to evaluate the
investment who represented to the Company that the notes were being acquired for
investment.  The notes and the shares into which they are convertible are deemed
to be "restricted  securities" as defined in Rule 144 under the 1933 Act and the
certificate(s)  evidencing the shares upon conversion will bear a legend stating
the restrictions on resale.

ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF
                  OPERATION

For more detailed  financial  information,  please refer to the audited December
31, 2001 Financial Statements included in this Form 10-KSB.

Caution About Forward-Looking Statements

This Form 10-KSB includes  "forward-looking"  statements  about future financial
results, future business changes and other events that haven't yet occurred. For
example,  statements  like we "expect,"  we  "anticipate"  or we  "believe"  are
forward-looking  statements. Such forward-looking statements have been completed
on the basis of  assumptions  made by management and considered by management to
be  reasonable.  The  assumptions  represent  estimates of future events and are
subject to various  uncertainties  including  changes in economic,  legislative,
industry, and other circumstances. As a result of these risks and uncertainties,
investors  should be aware that actual  results may differ  materially  from the
Company's expressed  expectations.  The Company does not undertake to update the
information in this Form 10-KSB if any forward-looking statement later turns out
to be inaccurate. Details about risks affecting various aspects of the Company's
business  are  discussed  throughout  this Form 10-KSB and should be  considered
carefully.

Plan of Operation for the Next Twelve Months

NT Media's business includes the development and production of feature films and
television programs, and the provision of international business development and
strategy  consulting  services.  With  its  existing  operations,   the  Company
generates or will generate  revenue through  producer fees,  license/acquisition
fees (theatrical, network television, cable television, home video, syndication,



                                      11
<PAGE>
and  foreign  territories),  participation  fees  (percentage  of box office and
ancillary  gross or adjusted  gross  revenue  with  respect to feature  film and
television  production),  and consulting  fees and  commissions  with respect to
business  development  and  strategy   consulting.   The  Company  has  recently
discontinued  various  lines of  business  of its  subsidiary  Ecast and expects
revenues and losses from Ecast's business to decline accordingly.

The Company has  developed  and is now  pursuing  an  acquisition-driven  growth
strategy.   In  particular,   the  Company  intends  to  expand  vertically  and
horizontally in the entertainment  and media sector through  acquisitions in the
design, production,  and interactive game sub-sectors.  The Company is currently
exploring  opportunities  among types of companies  including but not limited to
feature  film  and  television  production,  commercial  and  broadcast  design,
animation,  visual  effects,  interactive  game  developers for PC and consoles,
marketing/branding  firms,  commercial  production,  and interactive  television
design and  production.  There can be no assurance that this expansion  strategy
can be implemented, and, if implemented, will result in profitable operations.

Over the next twelve-month period, the Company anticipates needing the following
operating capital amounts:

       Purpose                                                     Amount
       -------                                                     ------
       Growth Capital for Acquired Subsidiaries                $  600,000
       Additional Employees                                    $  200,000
       Marketing and Public Relations Campaigns                $  100,000
       Participation in Industry and Trade Functions           $   50,000
       Ongoing Operations                                      $1,000,000


Outside   financing  will  continue  to  be  necessary  to  meet  the  Company's
anticipated  working  capital  needs for the  foreseeable  future.  The  Company
anticipates that its major  shareholders will make capital  investments or loans
of  convertible  debt to pay  the  operating  expenses  of the  Company  for the
foreseeable  future.  Cash requirements may also be met through the cash flow of
acquired subsidiary operations if the Company's acquisition strategy is realized
during the current year. Given its current financial  position for the immediate
future,  the  Company  expects to operate its  current  lines of business  under
strict  budgetary  constraints  in order to keep  operating  expenses  as low as
possible until new core businesses are acquired.

Results of Operation

On April 17,  2001,  as a result of an Exchange  Agreement,  the Company  issued
10,000,000  shares of its common  stock in exchange  for all of the  outstanding
common  stock  of  Ecast.  The  stock  exchange  resulted  in Ecast  becoming  a
wholly-owned  subsidiary of the company while giving the former  shareholders of
Ecast ownership of approximately  80% of the Company's then  outstanding  common
stock.

Prior to the reorganization,  the Company was a developmental stage company with
principal  business  activities  including the  distribution and sale of digital
cameras and digital music players as well as the development of  digital-related
services.  However,  the Company did not generate any revenues from its business
activities prior to its reorganization with Ecast.


                                      12
<PAGE>
Subsequent to April 17, 2001, the Company's  primary business  activities became
those  operations  previously  carried  on by Ecast  including  the  production,
aggregation and distribution of on- and off-line content,  management of on- and
off-line talent and literary  clients and the provision of strategic  counseling
services to growth oriented companies in the entertainment and media sectors.

During the second  quarter of 2001,  the Company's  management  determined  that
pursuing  Ecast's  business did not offer the Company  sufficient  potential for
growth and profitability.  Consequently,  the Company commenced to close certain
money  losing  sectors  of Ecast's  business  and  adopted a new growth  through
acquisition strategy.  Pursuant to this new growth strategy, the Company intends
to identify and investigate  various  acquisition targets currently operating in
complimentary  industries  including film and television  production  companies,
commercial broadcast design companies, interactive game developers,  interactive
television design and production companies.

Due to the  Company's  significant  changes from the year 2000 to the year 2001,
comparisons  between the operating  results of the Company for the two years are
not as relevant as they  otherwise  would be if the Company had been  engaged in
similar lines of business during both fiscal years. In addition,  because of the
Company's  current growth  strategy,  the results of operations for the last two
fiscal years will likely not be indicative  of the Company's  current and future
operations. The current management discussion and analysis should be read in the
context of the  Company's  change of business in April,  2001 as a result of its
reorganization  with Ecast and the Company's  current  emphasis on acquiring new
lines of business.

Operating Results for the Years Ended December 31, 2001 and 2000

As a result of the Company's'  reorganization with Ecast, its revenues increased
from zero in fiscal 2000 to $34,789 in fiscal 2001. Such revenues were generated
through producer fees, license/acquisition fees (theatrical, network television,
cable   television,   home  video,   syndication,   and  foreign   territories),
participation  fees  (percentage  of box office and ancillary  gross or adjusted
gross  revenue  with  respect to feature  film and  television  production)  and
consulting  fees and  commissions  (with  respect to  business  development  and
strategy  consulting).  The revenues from Ecast's lines of business are expected
to  decline as the  Company  sells or  discontinues  certain  lines of  business
previously  conducted by Ecast. Ecast recognized $2,000 of revenue during fiscal
year 2000.

Operating  expenses  increased  from  $30,791 in fiscal year 2000 to $962,782 in
fiscal year 2001.  The  substantial  increase  reflects  the fact that in fiscal
2000,  the  Company  was  carrying  on  minimal  business  operations  while the
operating  expenses  in fiscal  2001  reflect  12 months of  operating  expenses
related to Ecast's  business  operations.  Total operating  expenses  related to
Ecast's business increased  approximately 20% from its fiscal year 2000 in which
it incurred total operating  expenses of $803,891.  The majority of the increase
was due to an impairment loss of $180,428  related  primarily to a write-down in
the estimated value of Ecast's "Neurotrash" website.

The Company's net loss from operations was $970,448 in fiscal year 2001 compared
to a loss of $30,791 in fiscal year 2000. This increase  reflects the Company's'
minimal operations and expenses incurred during fiscal year 2000 compared to the



                                      13
<PAGE>
operating expenses of Ecast incurred in fiscal year 2001. The operating loss for
Ecast's  business  during fiscal year 2001 represents a 21% increase from a year
earlier in which Ecast's business generated an operating loss of $801,891.

The Company's total net loss for the year 2001 was $972,048  compared to a total
net loss of $30,791 in fiscal year 2000. The net loss in 2001 included a $45,581
interest  expense  related  to the  Company's  borrowing  of funds  pursuant  to
convertible  promissory  notes and the $180,428  impairment  loss related to the
write-down in the estimated value of Ecast's website.

The Company does not expect to significantly increase its business operations or
revenue  generation  until it acquires one or more companies  adding  additional
lines of business to the Company's  operations.  Such  acquisitions may take the
form of the  purchase of assets,  a corporate  merger or some other  transaction
designed to have the Company own and continue operating the acquired businesses.

Capital Financing

During the fiscal year 2000, the Company issued  2,500,000  shares of its common
stock for a total of $2,500  which  included  the  initial  organization  of the
Company and shares issued for services rendered to the Company.

As a part of the exchange  transaction with Ecast, the Company issued 10,000,000
shares of its common stock to the  shareholders  of Ecast in exchange for all of
the outstanding shares of Ecast.

In August,  2001, the Company issued  warrants to purchase  65,000 shares of its
common  stock valued at $65,000 to its  securities  lawyer in exchange for legal
services rendered.

Since  inception,  NT Media  issued  $189,100 of  convertible  notes to existing
investors. Since inception, NT Media and its subsidiary have received short term
loans of  $85,845  from  various  related  parties,  such as its  directors  and
officers.  Additionally,  NT  Media's  subsidiary,  Ecast,  issued  $620,000  of
convertible notes to existing investors since inception,  June 4, 1999. No loans
are  currently  passed due or in  default.  The  lenders on the short term loans
could demand immediate  payment,  which could put the Company in default on such
loans if the Company were unable to obtain  sufficient cash to satisfy the loans
or was  unable to  negotiate  alternative  terms  with said  note  holders,  for
instance,  the conversion of short term debt to equity. In the event the Company
defaulted  on these  short  term  loans,  the  creditors  could  commence  legal
proceedings  against  NT  Media  or  its  subsidiary,   which  could  result  in
court-ordered judgments and liens against NT Media or its subsidiary.

On October 31,  2001,  NT Media  entered into an  irrevocable,  non-transferable
agreement to sell shares of NT Media common stock in exchange for $1.5  million.
The  Company  has  yet to  receive  the  proceeds  of  this  agreement,  and the
subscriber  is in  default.  The  Company  is  pursuing  a variety of avenues of
recourse,  but there can be no assurances that NT Media will receive any funding
as a result of this transaction.







                                      14
<PAGE>
Liquidity and Sources of Capital

Due to the  Company's  continuing  losses  from  its  business  operations,  the
independent  auditor's report includes a "going concern" explanation relating to
the fact that the Company's  continuation is dependent upon obtaining additional
working  capital either  through  significantly  increasing  revenues or through
outside  financing.  During  the  last  two  years,  both  the  Company  and its
wholly-owned  subsidiary,  Ecast,  have been  dependent  on borrowed or invested
funds in order to finance  their  ongoing  operations.  As of December 31, 2001,
Ecast had $620,000 in outstanding debt represented by 6% convertible notes while
NT Media had $189,100 in outstanding debts represented by 6% convertible  notes.
Such  notes had been  issued to two of the  Company's  major  shareholders.  The
Company  anticipates  that these  major  shareholders  will  continue to provide
working capital to the Company on an as-needed basis.

Due to the Company's limited cash flow,  operating losses and limited assets, it
is unlikely  that the Company  could  obtain  financing  through  commercial  or
banking  sources.  Consequently,  the Company is  dependent on  continuous  cash
infusions from its major  shareholders in order to fund its current  operations.
If these majority  shareholders  were  unwilling or unable to provide  necessary
working  capital to the  Company,  the  Company  would  probably  not be able to
sustain its operations.  There is no written agreement or contractual obligation
which  would  require  the  Company's  majority  shareholders  to  fund  Company
operations  up to a certain  amount or indeed  continue to finance the Company's
operations at all. The notes are voluntarily  convertible  when the Company's or
Ecast's  securities (as the case may be) are trading publicly and the underlying
stock of the  convertible  notes has been  registered  with the SEC and declared
effective.  It is  mandatory  that they must be  converted  on the fifth year of
their anniversary date. Thus, the current convertible notes would be mandatorily
converted during 2005 and 2006 unless converted prior to that time.

During 1999 and 2000, Ecast leased its operating  office  facilities for various
terms  under  long-term  operating  lease  agreement.  In August of 2001,  Ecast
terminated  these lease  agreements  and vacated the  premises.  The landlord is
seeking  to  recover  approximately   $125,000  in  future  rental  losses  plus
out-of-pocket costs. Of this amount, the Company currently reflects only $36,700
which is the accrual of its 2001 lease  commitments which have not yet been paid
.. The lease  agreements  also required future minimum rental payments of $77,377
in the year 2002 and $26,125 in the year 2003.

As of December 31, 2001, NT Media's principal  commitments  include  obligations
under leases  amounting to  approximately  $1,821.30  per month ending April 30,
2002 for a total  obligation of $7,285.20.  Following the end of this lease, the
Company anticipates leasing the premises on a month-to-month basis for $2,241.60
per month.

Officers  and  directors  of the Company  have also  provided  the Company  with
$85,845  represented  by 6%  non-collateral  demand  notes.  Such  notes  can be
demanded by the creditor at any time.

Subsequent to the year end, the Company borrowed an additional  $38,500 from its
majority  shareholders which proceeds are evidenced by additional 6% convertible
notes.




                                      15
<PAGE>
Management of the Company believes that it will need to raise additional capital
to develop,  promote and conduct its operations.  Such additional capital may be
raised  through  public or private  financing  as well as  borrowing  from other
sources.  To date,  two of the Company's  largest  existing  investors have paid
substantially all of the Company's expenses during the last two years.  Although
the Company  believes that these  investors  will continue to fund the Company's
expenses based upon their significant  equity interest in NT Media,  there is no
assurance that such investors  will continue to pay the Company's  expenses.  If
adequate  funds  are not  otherwise  available,  management  believes  that  its
officers and directors will  contribute  capital  amounts  necessary to fund the
Company's ongoing expenses.

Recent Accounting Pronouncement

In 2001,  the  Company  adopted  the  fair  value  based  method  of  accounting
prescribed  in  Financial   Accounting   Standards   Board  Statement  No.  123,
"Accounting for Stock-Based Compensation," for its employee stock option plans.








































                                      16
<PAGE>



ITEM 7.           FINANCIAL STATEMENTS
                                                                       Page
                                                                       ----
  Independent Accountants Report                                        F-2

  Balance Sheet at December 31, 2001                                    F-3

  Consolidated Statements of Operations for the years ended             F-4
  December 31, 2001 and 2000 and for the period June 4, 1999
  (Inception) to December 31, 2001

  Consolidated Statement of Stockholders' Equity (Deficit) for       F-5 - F-6
  the period from June 4, 1999 (Inception) to December 31, 2001

  Consolidated Statements of Cash Flows for the years ended          F-7 - F-8
  December 31, 2001 and 2000 and for the period from June 4, 1999
  (Inception) to December 31, 2001

  Notes to Consolidated Financial Statements                         F-9 - F-21


ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE

After the  exchange  transaction  with  Ecast,  the newly  constituted  board of
directors of the Company by  resolution  adopted  April 25, 2001  dismissed  the
accountancy corporation of Lesley, Thomas, Schwarz and Postma, Inc. ("LTSP") and
retained the accounting firm of Caldwell,  Becker, Dervin, Petrick & Co., L.L.P.
In  connection  with the audit for the period from March 14, 2000 through  April
25,  2001,  there were no  disagreements  between  the  Company  and LTSP on any
matters of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which, if not resolved to the satisfaction of LTSP,
would  have been  referred  to in its  report on  matters  for which it had been
engaged as auditors. LTSP's report on the Company's financial statements for the
period March 14, 2000 through April 25, 2001 did not contain an adverse  opinion
or a disclaimer of opinion and was not qualified or modified as to  uncertainty,
audit scope,  or accounting  principles.  The  Accountant's  Report  contained a
fourth explanatory paragraph describing a "going concern" contingency.
















                                      17
<PAGE>
                                    PART III

ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                  PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
                  ACT

The  following  table sets forth  information  about the directors and executive
officers  of the  Company  who took  offices  upon the  closing of the  exchange
transaction with Ecast on April 17, 2001:

   Name             Age  Office                                   Director Since
   ----             ---  ------                                   --------------
   Chris Mehringer  30   Chairman of the Board, Chief Executive   April 17, 2001
                         Officer, Chief Financial Officer, and
                         President(1)
   Ali Moussavi     31   Director                                 April 17, 2001
   Dana O'Connor    29   Director, Secretary, and President(1)    April 17, 2001
--------------------------
(1) Mr.  O'Connor  served as President  from April 17, 2001 until  September 28,
2001 at which time Mr. Mehringer  assumed the position.  Mr. Mehringer served as
Secretary  from  April 17,  2001  until  September  28,  2001 at which  time Mr.
O'Connor assumed the position.

Chris  Mehringer.  Mr. Mehringer has been the Company's CEO, CFO, and a Director
since  April 17,  2001 and  assumed the  additional  position  of  President  on
September 28, 2001. Mr.  Mehringer served as Secretary from April 17, 2001 until
September  28,  2001.  Mr.  Mehringer  manages  all  aspects  of  the  Company's
operations  and  finances,  including  negotiating  agreements  with clients and
partners,  as well as marketing and sales of the Company's business  development
and consulting  services and  entertainment  projects.  Prior to serving with NT
Media,  Mr.  Mehringer  was an  Executive  Vice  President at Astor  Capital,  a
specialty  investment  banking boutique and asset management firm. Astor Capital
serves corporate clients, in particular  emerging and high growth companies,  as
well as asset management clients, including institutions, funds of funds, banks,
and select high net worth  individuals and family trusts.  Mr. Mehringer holds a
BA  from  Wesleyan  University  and a  Master  of  Public  Policy  from  Harvard
University. Mr. Mehringer is not a director of any other reporting company.

Ali  Moussavi.  Mr.  Moussavi has been a Director of the Company since April 17,
2001.  Mr.  Moussavi  is a  Managing  Partner  at  Astor  Capital,  a  specialty
investment  banking  boutique and asset  management  firm.  Astor Capital serves
corporate clients, in particular emerging and high growth companies,  as well as
asset management  clients,  including  institutions,  funds of funds, banks, and
select high net worth  individuals  and family  trusts.  The firm has offices in
Beverly  Hills,  CA and  Frankfurt,  Germany and is divided into three  business
units:  Astor Capital (Member  NASD/SIPC),  Astor Capital Asset Management,  and
Astor  Capital  Europe.  As a  Managing  Partner,  Mr.  Moussavi  is  active  in
overseeing all aspects of the firm's business.  Mr. Moussavi holds a BA from New
York University. Mr. Moussavi is not a director of any other reporting company.

Dana O'Connor.  Mr.  O'Connor has been a Director of the Company since April 17,
2001, and served as its President from April 17, 2001 until  September 28, 2001.
As of September 28, 2001, Mr. O'Connor  assumed the position of Secretary of the
Company.  Prior to joining NT Media, Mr. O'Connor was a Production  Executive at
Bandeira  Entertainment,  a  DreamWorks-based  film  and  television  production


                                      18
<PAGE>
company  for two years.  Mr.  O'Connor  holds a BA from Boston  University.  Mr.
O'Connor is not a director of any other reporting company.

The  current  directors  will  serve  and hold  office  until  the  next  annual
shareholders'  meeting  or until  their  respective  successors  have  been duly
elected and  qualified.  The Company's  executive  officers are appointed by the
Board of Directors and serve at the discretion of the Board.

Board Meetings and Committees

The Board of  Directors  of the Company  held no meetings and acted by unanimous
consent on thirteen occasions during the year ended December 31, 2001. The Board
does not currently have an Audit, Executive or Compensation Committee.

Family Relationships

There are no family relationships between any director or executive officer.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities  Exchange Act of 1934, as amended,  requires the
Company's executive officers and directors, and persons who own more than 10% of
the Company's common stock to file reports of ownership on Form 3 and changes in
ownership on Form 4 with the  Securities  and Exchange  Commission  (the "SEC").
Such executive officers, directors and 10% stockholders are also required by SEC
rules to furnish the Company  with copies of all Section  16(a) forms they file.
Based  solely  upon its  review of copies of such  forms  received  by it, or on
written  representations  from certain  reporting  persons that no other filings
were required for such persons, the Company believes that, during the year ended
December 31, 2001,  its executive  officers and  directors and 10%  stockholders
complied  with all  applicable  Section  16(a)  filing  requirements,  except as
follows:

         (i)      One  report (Form 3) indicating a person becoming an executive
officer  of  the  Company  inadvertently  was  filed  late by Messrs. Mehringer,
O'Connor and Moussavi; and

         (ii)     One  report (Form 3) indicating a person's ownership of 10% or
more of the Company's voting stock was inadvertently  filed  late by  Britannica
Associates Limited and Delta Capital Partners, Ltd.

ITEM 10.          EXECUTIVE COMPENSATION

The following table sets forth the compensation of the Company's Chief Executive
Officer during the last two complete  fiscal years.  No other officers  received
annual compensation in excess of $100,000 during the last completed fiscal year.











                                      19
<PAGE>
                           SUMMARY COMPENSATION TABLE
<TABLE>
<S>              <C>      <C>        <C>       <C>              <C>         <C>        <C>       <C>
                               Annual Compensation                            Long Term Compensation
                 ---------------------------------------------- -------------------------------------------------
                                                                         Awards         Payout
                                                                ---------------------- ---------
                                                                Restricted  Securities
                                                Other Annual       Stock    Underlying   LTIP       All Other
                   Year     Salary   Bonus ($) Compensation ($) Award(s)($) Options(#) Payout($) Compensation ($)
                 -------- ---------- --------- ---------------- ----------- ---------- --------- ----------------
Christopher       1/1/01
Cota               to       -0-         -0-         -0-              -0-       -0-        -0-           -0-
(CEO)            4/17/01
                   2000     -0-         -0-         -0-              -0-       -0-        -0-           -0-

Chris Mehringer    2001   $67,500(1)             $8,408(3)
(CEO)                                   -0-                          -0-       -0-        -0-           -0-
                   2000   $47,500(2)             $7,006(3)
</TABLE>
-----------------------------
(1) Of this  amount,  $32,500  was  accrued  and not paid  during  2001.  Amount
    includes payments received from both Ecast and NT Media.
(2) Amount includes payments received from Ecast.
(3) Includes lease payments for one automobile.

Employment/Consulting Agreements

Mr. Mehringer  entered into an employment  agreement with the Company on July 1,
2001 to serve as its Chief Executive  Officer and Chief Financial  Officer.  Mr.
Mehringer's  salary from July 1, 2001  through  December 31, 2001 was $6,250 per
month,  payable on the last day of each month during which he is employed,  plus
expenses.  Beginning January 1, 2002, Mr. Mehringer's salary shall be $8,250 per
month, plus expenses.  Any portion of Mr.  Mehringer's salary may be deferred at
his  discretion.  This  compensation  package  may be modified  through  written
agreement  between Mr. Mehringer and the Board of Directors.  Mr. Mehringer may,
at his  discretion,  assume  additional  titles at the  request  of the Board of
Directors. Mr. Mehringer shall be entitled to an option package once the Company
has created and implemented an employee stock options plan.  The value and terms
of the package shall be determined by written  agreement  between Mr.  Mehringer
and the Board of  Directors.  As Chief  Executive  Officer  and Chief  Financial
Officer,  Mr.  Mehringer  manages all aspects of the  Company's  operations  and
finances.

The Company also has  employment  agreements  with Amir  Ettahadien  to serve as
Executive  Assistant to the CEO and with Chris Briggs to serve as Vice President
Entertainment and Strategy.

Director Compensation

Directors  receive no  compensation  for  serving on the Board.  The Company may
reimburse   directors  for  any  reasonable  expenses  pertaining  to  attending
meetings, including travel, lodging and meals.




                                      20
<PAGE>
Stock Option Plan

NT Media does not have any options or incentive equity plan.

Options Granted in the Year Ended December 31, 2001

No options were issued to any officer or director of the Company.  On August 30,
2001, the Company issued a non-qualified  stock option to purchase 65,000 shares
of the Company's  common stock at $1.00 per share. The option is exercisable for
a period of two years and was issued for legal services rendered to the Company.

Limitation of Liability and Indemnification Matters

The Company's  bylaws provide that it will indemnify its officers and directors,
employees and agents and former officers, directors, employees and agents unless
their  conduct  is  finally  adjudged  as  grossly  negligent  or to be  willful
misconduct.  This indemnification includes expenses (including attorneys' fees),
judgments,  fines,  and  amounts  paid in  settlement  actually  and  reasonably
incurred  by  these  individuals  in  connection  with  such  action,  suit,  or
proceeding,   including  any  appeal  thereof,  subject  to  the  qualifications
contained in Delaware law as it now exists. Expenses (including attorneys' fees)
incurred in defending a civil or criminal  action,  suit, or proceeding  will be
paid by the Company in advance of the final disposition of such action, suit, or
proceeding  upon  receipt  of an  undertaking  by or on behalf of the  director,
officer,  employee or agent to repay such amount,  unless it shall ultimately be
determined  that he or she is  entitled  to be  indemnified  by the  Company  as
authorized in the bylaws. This  indemnification will continue as to a person who
has ceased to be a director,  officer, employee or agent, and will benefit their
heirs,  executors,  and  administrators.  These  indemnification  rights are not
deemed  exclusive of any other rights to which any such person may  otherwise be
entitled  apart  from  the  bylaws.  Delaware  law  generally  provides  that  a
corporation  shall  have the power to  indemnify  persons  if they acted in good
faith in a manner  reasonably  believed  to be in, or not  opposed  to, the best
interests of the Company and, with respect to any criminal action or proceeding,
had no reasonable  cause to believe the conduct was  unlawful.  In the event any
such person is judged liable for negligence or misconduct,  this indemnification
will apply only if  approved by the court in which the action was  pending.  Any
other  indemnification  shall  be  made  only  after  the  determination  by the
Company's  Board of Directors  (excluding  any  directors who were party to such
action),  by independent  legal counsel in a written  opinion,  or by a majority
vote of  stockholders  (excluding  any  stockholders  who were  parties  to such
action) to provide such indemnification.















                                      21
<PAGE>
ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table sets forth the  number of shares of the  Company's  Common
Stock  beneficially owned as of February 28, 2002 by: (i) each executive officer
and director of the Company;  (ii) all  executive  officers and directors of the
Company as a group;  and (iii)  owners of more than 5% of the  Company's  Common
Stock.

  ------------------------------------------------------------------------------
                                                    Number of Shares
  Name and Address of Beneficial     Position         Beneficially      Percent
  Owner                                                  Owned
  ------------------------------------------------------------------------------
  Chris Mehringer                 Chairman and CEO     3,170,746         10.6%
  9229 Sunset Blvd., Suite 401
  Los Angeles, CA  90069
  ------------------------------------------------------------------------------
  Dana O'Connor
  570 N. Rossmore, #206              Director          3,170,746         10.6%
  Los Angeles, CA  90024
  ------------------------------------------------------------------------------
  Ali Moussavi
  9300 Wilshire Blvd., #308          Director             (1)             (1)
  Beverly Hills, CA  90212
  ------------------------------------------------------------------------------
  Astor Capital, Inc.
  9300 Wilshire Blvd., #308            None            2,289,983          7.6%
  Beverly Hills, CA  90212
  ------------------------------------------------------------------------------
  Britannica Associates Limited
  Omar Hodge Blvd., Third Floor
  Road Town, Tortola                   None           11,125,477(2)      37.1%
  British Virgin Islands
  ------------------------------------------------------------------------------
  Delta Capital Partners, Ltd.
  60 Market Square, #364               None            3,523,052(3)      11.7%
  Belize City, Belize
  ------------------------------------------------------------------------------
  All officers and directors as                        8,631,475         28.8%
  a group (3 individuals)
  ------------------------------------------------------------------------------
----------------------
(1)    Astor Capital, Inc. is a California  corporation of which Ali Moussavi is
       the  Manager/Partner and 50% owner. Mr. Moussavi should be considered the
       beneficial  owner of and to have control over the 2,289,983  shares owned
       by Astor Capital, Inc.

(2)    Share amount does not include $181,000 of 6% convertible  notes which can
       be converted  into the  Company's  common stock at the  discretion of the
       holder once the underlying  shares of the debenture have been  registered
       with the SEC and  declared  effective.  In the  event  the  notes are not
       converted voluntarily,  they are subject to mandatory conversion upon the
       fifth anniversary of the date of the issuance. Notes are converted at the
       average bid price of the common stock for the five trading days preceding
       the conversion date.

                                      22
<PAGE>
(3)    Share amount does not include $8,100 of 6% convertible notes which can be
       converted into the Company's common stock at the discretion of the holder
       once the underlying shares of the debenture have been registered with the
       SEC and  declared  effective.  In the event  the notes are not  converted
       voluntarily,  they are  subject to  mandatory  conversion  upon the fifth
       anniversary  of the date of the  issuance.  Notes  are  converted  at the
       average bid price of the common stock for the five trading days preceding
       the conversion date.

Change in Control

As a result  of an  exchange  transaction  consummated  on April 17,  2001,  the
Company issued 10,000,000 shares of common stock to the six former  shareholders
of Ecast.  These shares  represented  approximately  80% of the then outstanding
shares of the Company's  common stock. As a result of the exchange  transaction,
new  directors  and  officers  were  appointed  for  the  Company.  See  Item 1,
"Reorganization."

ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company is dependent to a significant extent on advances made to the Company
for  working  capital  purposes  from its two largest  shareholders:  Britannica
Associates  Limited and Delta  Capital  Partners,  Ltd. As of February 28, 2002,
such advances  totaled  $205,200 and $8,100  respectively.  Additionally,  as of
December 31, 2001 Britannica Associates Limited and Delta Capital Partners, Ltd.
advanced NT Media's  subsidiary Ecast $420,000 and $200,000,  respectively,  and
such  advances  bear  interest  at 6% per  annum  and are  convertible  into the
Company's  common stock at any time until the fifth  anniversary of each advance
at which time any unpaid  principal and interest  must be converted  into common
stock.  Management  believes  the  terms of  these  convertible  notes  are more
favorable to the Company than those that could be obtained from unrelated  third
parties.

Officers  and  directors  of the Company  have also  provided  the Company  with
$85,845  represented  by 6%  non-collateral  demand  notes.  Such  notes  can be
demanded by the creditor at any time.

Astor Capital,  Inc., a 5% beneficial owner of the Company,  and Astor Capital's
Managing Partner and 50% owner of Astor Capital, Ali Moussavi, a Director of the
Company, serve as the Company's investment banking firm and would be entitled to
normal  and  customary   compensation  in  connection  with  arranging   certain
transactions,  including  but not  limited to certain  financings,  mergers  and
acquisitions,  and  strategic  partnership.  The  Company  paid no fees to Astor
Capital during fiscal year 2001.













                                      23
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

    (a)   Exhibits

          Exhibit 2(1)      Stock Exchange Agreement dated April 17, 2001.
          Exhibit 3.1(2)    Certificate of Incorporation dated March 14, 2000.
          Exhibit 3.2(2)    Bylaws dated March 14, 2000.
          Exhibit 3.3(1)    Amendment  to  Certificate  of  Incorporation  dated
                            April 24, 2001.
          Exhibit 10.1      Executive Employment Agreement with Chris Mehringer.
          Exhibit 10.2      Office Lease.
          Exhibit 16(3)     Letter on change in certifying accountant (filed  as
                            an exhibit to the Company's report on Form 8-K dated
                            April 17, 2001).

--------------------------

(1)  Incorporated by reference to exhibits previously filed on Form 8-K filed on
     May 1, 2001.
(2)  Incorporated by reference to exhibits previously filed on Form SB-2 on June
     1, 2000.
(3)  Incorporated by reference to  exhibits  previously  filed  on  Amended Form
     8-K/A on May 31, 2001.

         (b) Reports on Form 8-K filed  during the quarter  ended  December  31,
2001:

               None.





























                                      24
<PAGE>


                                   SIGNATURES

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

DATE: April 9, 2002             NT MEDIA CORPORATION OF CALIFORNIA, INC.


                                By /s/ Chris Mehringer
                                   ----------------------------------
                                   Chris Mehringer,
                                   President and Chief Executive Officer

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

Signature                       Title                                Date
---------                       -----                                ----
/s/ Chris Mehringer             Chairman of the Board,          April 9, 2002
-----------------------------   President, and Chief Financial
Chris Mehringer                 Officer (Principal Financial
                                and Accounting Officer)


/s/ Ali Moussavi                Director                        April 9, 2002
-----------------------------
Ali Moussavi


/s/ Dana O'Connor               Director, Secretary             April 9, 2002
-----------------------------
Dana O'Connor





















                                      25
<PAGE>









                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY

                          (Formerly known as MVD, Inc.)

                          (DEVELOPMENT STAGE COMPANIES)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2001





































                                       i
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (Formerly known as MVD, Inc.)
                          (DEVELOPMENT STAGE COMPANIES)
                        CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000







                          INDEX TO FINANCIAL STATEMENTS


                                                                   Page

 Independent Auditors' Report                                      F - 2

 Consolidated Balance Sheets as of December 31, 2001               F - 3

 Consolidated Statements of Operations
   For the Years Ended December 31, 2001 and 2000,
   and For the Period From June 4, 1999, (Inception)
   to December 31, 2001                                            F - 4

 Consolidated Statements of Stockholders' Equity (Deficit)
   For the Period From June 4, 1999, (Inception)
   to December 31, 2001                                        F - 5 - F - 6

 Consolidated Statements of Cash Flows
   For the Years Ended December 31, 2001 and 2000, and
   For the Period From June 4, 1999, (Inception)
   to December 31,2001                                         F - 7 - F - 8

 Notes to Consolidated Financial Statements                    F - 9 - F - 21




















                                      F-1

<PAGE>

                          INDEPENDENT AUDITORS' REPORT



March 26, 2002




To the Board of Directors and Stockholders of
NT Media Corp. of California, Inc. and Subsidiary

We have audited the accompanying consolidated balance sheet of NT Media Corp. of
California,  Inc. and Subsidiary  (Delaware  development  stage companies) as of
December  31,  2001  and the  related  consolidated  statements  of  operations,
stockholders' equity (deficit),  and cash flows for the years ended December 31,
2001 and 2000, and for the period from June 4, 1999, (inception) to December 31,
2001. These  consolidated  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain reasonable  assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  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 provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of NT Media Corp. of
California, Inc. and Subsidiary (development stage companies) as of December 31,
2001,  and the  results of their  operations  and cash flows for the years ended
December 31, 2001 and 2000, and for the period from June 4, 1999, (inception) to
December 31, 2001, in conformity with accounting  principles  generally accepted
in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern.  As shown in the consolidated
financial  statements,  the Company has incurred net losses since  inception and
has experienced  severe liquidity  problems.  Those conditions raise substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plans  in  regards  to  those  matters  also  are  described  in  Note  15.  The
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.




CALDWELL, BECKER, DERVIN, PETRICK & CO., L. L. P.
Woodland Hills, California 91364


                                      F-2
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (Formerly known as MVD, Inc.)
                          (DEVELOPMENT STAGE COMPANIES)
                           CONSOLIDATED BALANCE SHEETS
                                DECEMBER 31, 2001

                                     ASSETS
 CURRENT ASSETS
     Cash                                                     $        2,992
     Interest receivable                                               3,126
                                                              --------------
              Total Current Assets                                     6,118
                                                              --------------
 PROPERTY AND EQUIPMENT,
   Net of accumulated depreciation                                    10,630

 WEB SITE DEVELOPMENT COSTS,
   Net of accumulated depreciation                                        --

 OTHER ASSETS
     Deposits                                                          1,821
                                                              --------------
              Total Assets                                    $       18,569
                                                              ==============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 CURRENT LIABILITIES
     Accounts payable and accrued expenses                    $      152,511
     Accrued salaries to officer and staff                            49,000
     Payroll taxes payable                                             3,650
     Notes payable - related parties,
      including interest of $2,297                                    88,142
                                                              --------------
              Total Current Liabilities                              293,303
                                                              --------------
 CONVERTIBLE NOTES PAYABLE, including interest of $49,760            858,860
                                                              --------------
              Total Liabilities                                    1,152,163
                                                              --------------
 STOCKHOLDERS' EQUITY (DEFICIT)
     Preferred stock, par value $.001 per share, 5,000,000
      shares authorized, no shares issued and outstanding                 --
     Common stock, par value $.001 per share; 100,000,000
      shares authorized, 30,000,000 shares issued and
      outstanding                                                     30,000
     Additional paid-in capital                                      753,982
     Less receivable from sale of stock                              (69,482)
     (Deficit) accumulated during development stage               (1,848,094)
                                                              --------------
              Total Stockholders' Equity (Deficit)                (1,133,594)
                                                              --------------
              Total Liabilities and Stockholders'
                     Equity (Deficit)                         $       18,569
                                                              ==============
               The Accompanying Notes are an Integral Part of the
                       Consolidated Financial Statements
                                      F-3
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (Formerly known as MVD, Inc.)
                          (DEVELOPMENT STAGE COMPANIES)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<S>                                                   <C>               <C>               <C>
                                                                                              For the
                                                            For the Years Ended             Period From
                                                                December 31,                June 4, 1999
                                                     -----------------------------------   (Inception) to
                                                                                            December 31,
                                                           2001               2000               2001
                                                     ----------------   ----------------  ----------------
 REVENUE                                              $       34,789    $         2,000   $        36,789
                                                     ----------------   ----------------  ----------------
 OPERATING EXPENSES
     Advertising                                               4,960             75,338            81,176
     Depreciation and amortization                           101,327             19,042           120,889
     Impairment loss                                         180,328                 --           180,328
     Licensing and production                                 34,504             80,910           115,714
     Professional fees                                       140,957             58,233           204,890
     Rent                                                     90,801             50,452           145,764
     Salaries - Web site development and maintenance
                                                             182,990            189,329           372,319
     Salaries - administrative                                45,748             47,332           111,080
     Web hosting services                                     52,858             49,001           101,859
     Other                                                   128,309            234,254           397,437
                                                     ----------------   ----------------  ----------------
         Total Operating Expenses                            962,782            803,891         1,831,456
                                                     ----------------   ----------------  ----------------
            (Loss) Before Other Expenses                    (927,993)          (801,891)       (1,794,667)

 OTHER INCOME (EXPENSES)
     Interest income                                           3,126                 --             3,126
     Interest expenses                                       (45,581)            (6,972)          (52,553)
                                                     ----------------   ----------------  ----------------
            (Loss) Before Provision for Income Taxes        (970,448)          (808,863)       (1,844,094)

 PROVISION FOR INCOME TAXES                                   (1,600)            (1,600)           (4,000)
                                                     ----------------   ----------------  ----------------
            Net (Loss)                                $     (972,048)   $      (810,463)  $    (1,848,094)
                                                     ================   ================  ================
            Basic and diluted (loss) per common share $        (0.03)   $         (0.04)  $          (.08)
                                                     ================   ================  ================
</TABLE>




               The Accompanying Notes are an Integral Part of the
                       Consolidated Financial Statements





                                      F-4
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (Formerly known as MVD, Inc.)
                          (DEVELOPMENT STAGE COMPANIES)
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
       FOR THE PERIOD FROM JUNE 4, 1999, (INCEPTION) TO DECEMBER 31, 2001
<TABLE>
<S>                      <C>         <C>              <C>              <C>             <C>                 <C>
                                                                        Receivable         (Deficit)
                                                                            for           Accumulated
                              Common Stock              Additional        Common            During
                      -----------------------------      Paid-In          Stock          Development
                         Shares          Amount          Capital          Issued             Stage             Total
                      --------------   ------------  ---------------  --------------   -----------------  --------------
Balance at
  Jun. 4, 1999                   --  $          --    $          --    $         --    $             --    $         --

Stock sales
  Jun. 4, 1999            6,341,492          6,341           13,659              --                  --          20,000

Stock sales
  Aug. 25, 1999           2,289,983          2,290           22,710              --                  --          25,000

Stock sales
  Oct. 12, 1999           8,987,424          8,988          191,012         (10,000)                 --         190,000

Net (loss) for the
   period from
   Jun. 4, 1999 to
   Dec. 31, 1999                 --             --               --              --             (65,583)        (65,583)
                      -------------- --------------  ---------------  --------------   -----------------  --------------
Balance at
  Dec. 31, 1999          17,618,899         17,619          227,381         (10,000)            (65,583)        169,417

Payment received
  on stock sale
  Feb. 1, 2000                   --             --               --          10,000                  --          10,000

Stock sales
  Apr. 19, 2000           4,403,792          4,404          245,596              --                  --         250,000

Stock sales
  May 5, 2000             1,257,313          1,257          198,743              --                  --         200,000

Net (loss) for the
  year ended
  Dec. 31, 2000                  --             --               --              --            (810,463)       (810,463)
                      -------------- --------------  ---------------  --------------   -----------------  --------------
Balance
   Dec. 31, 2000         23,280,004  $      23,280    $     671,720    $         --    $       (876,046)   $   (181,046)
                      ============== ==============  ===============  ==============   =================  ==============
</TABLE>











               The Accompanying Notes are an Integral Part of the
                       Consolidated Financial Statements

                                      F-5


<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (Formerly known as MVD, Inc.)
                          (DEVELOPMENT STAGE COMPANIES)
      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
       FOR THE PERIOD FROM JUNE 4, 1999, (INCEPTION) TO DECEMBER 31, 2001
<TABLE>
<S>                     <C>            <C>            <C>              <C>             <C>                <C>
                                                                        Receivable        (Deficit)
                                                                            for          Accumulated
                              Common Stock              Additional        Common            During
                      -----------------------------      Paid-In           Stock         Development
                         Shares           Amount         Capital          Issued            Stage              Total
                      -------------   -------------   --------------  --------------  -----------------  ----------------
Balance at
   Dec. 31, 2000        23,280,004     $    23,280    $     671,720    $         --    $      (876,046)   $     (181,046)

Stock sales
  Apr. 4, 2001             719,996             720           68,762         (69,482)                --                --

Reorganization
  with NT Media
  Apr. 17, 2001          6,000,000           6,000           (6,000)             --                 --                --

Issuance of
   stock options
   Aug. 30, 2001                --              --           19,500              --                 --            19,500

Net (loss) for the
   year ended
   Dec. 31, 2001                --              --               --              --           (972,048)         (972,048)
                      -------------   -------------   --------------  --------------  -----------------  ----------------
Balance at
  Dec. 31, 2001         30,000,000    $     30,000    $     753,982    $    (69,482)   $    (1,848,094)   $   (1,133,594)
                      =============   =============   ==============  ==============  =================  ================
</TABLE>


















               The Accompanying Notes are an Integral Part of the
                       Consolidated Financial Statements


                                      F-6
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (Formerly known as MVD, Inc.)
                          (DEVELOPMENT STAGE COMPANIES)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<S>                                                                   <C>              <C>             <C>
                                                                                                          For the
                                                                                                         Period From
                                                                          For the Years Ended           June 4, 1999
                                                                              December 31,             (Inception) to
                                                                     -------------------------------    December 31,
                                                                          2001             2000             2001
                                                                     --------------   --------------   --------------
 CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES:
       Net (loss)                                                     $   (972,048)    $   (810,463)   $  (1,848,094)
       Adjustments to reconcile net (loss) to net cash provided by
        operating activities:
         Depreciation and amortization                                     101,327           19,042          120,889
         Impairment loss                                                   180,328               --          180,328
         Operating expenses paid by reducing note receivable from
          officer                                                            5,000            5,000           10,000
         Operating expenses paid by issuance of stock options               19,500               --           19,500
         (Increase) in interest receivable                                  (3,126)              --           (3,126)
         Increase in accounts payable and accrued expenses                  76,224           65,659          152,511
         Increase (decrease) in payroll taxes payable                        3,650           (8,026)           3,650
         Increase in accrued salaries                                       49,000               --           49,000
         Increase in accrued interest for convertible notes and
         notes payable                                                      45,581            6,476           52,057
         (Increase) decrease in deposits                                     9,879           (9,750)          (1,821)
                                                                     --------------   --------------   --------------
                  Net Cash Flows (Used) by Operating Activities           (484,685)        (732,062)      (1,265,106)
                                                                     --------------   --------------   --------------
 CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES:
       Notes receivable from officers                                           --          (10,000)         (16,048)
       Proceeds from notes receivable from officers                             --            6,048            6,048
       Investment in property and equipment                                   (780)          (8,004)         (18,879)
       Investment in Web site development costs                                 --         (164,634)        (292,968)
                                                                     --------------   --------------   --------------
                  Net Cash Flows (Used) by Investing Activities               (780)        (176,590)        (321,847)
                                                                     --------------   --------------   --------------
 CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES:
       Proceeds from note payable to officer                                85,845            5,000           90,845
       Payment of note payable to officer                                       --           (5,000)          (5,000)
       Proceeds from issuance of convertible notes                         399,100          410,000          809,100
       Proceeds from common stock issued                                        --          460,000          695,000
                                                                     --------------   --------------   --------------
                 Net Cash Flows Provided by Financing Activities           484,945          870,000        1,589,945
                                                                     --------------   --------------   --------------
 INCREASE (DECREASE) IN CASH                                                  (520)         (38,652)           2,992

 CASH AT THE BEGINNING OF THE YEAR                                           3,512           42,164               --
                                                                     --------------   --------------   --------------
 CASH AT THE END OF THE YEAR                                          $      2,992     $      3,512    $       2,992
                                                                     ==============   ==============   ==============
</TABLE>



               The Accompanying Notes are an Integral Part of the
                       Consolidated Financial Statements



                                      F-7
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (Formerly known as MVD, Inc.)
                          (DEVELOPMENT STAGE COMPANIES)
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

<TABLE>
<S>                                          <C>              <C>             <C>
                                                                                For the
                                                                              Period From
                                                For the Years Ended           June 4, 1999
                                                    December 31,             (Inception) to
                                           -------------------------------     December 31,
                                                 2001             2000             2001
                                           --------------   --------------   --------------

 ADDITIONAL DISCLOSURES:
        Cash paid during the year for:

       Income taxes                          $      1,600     $      1,600    $       4,000
                                           ==============   ==============   ==============

       Interest                              $         --     $         --    $          --
                                           ==============   ==============   ==============
 NON-CASH INVESTING ACTIVITY:
        Note receivable for common stock     $     69,482     $         --    $      69,482
                                           ==============   ==============   ==============
</TABLE>



























               The Accompanying Notes are an Integral Part of the
                       Consolidated Financial Statements

                                      F-8
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (Formerly known as MVD, Inc.)
                          (DEVELOPMENT STAGE COMPANIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 1 - NATURE OF BUSINESS

NT  Media  Corp.  of  California,   Inc.  (formerly  known  as  MVD,  Inc.)  was
incorporated  in the State of  Delaware on April 12,  2000.  From April 12, 2000
through April 17, 2001, NT Media Corp.  of  California,  Inc. ("NT Media" or the
"Company") was doing business in Florida as MVDIGITAL,  Inc. Effective April 17,
2001,  in  connection  with  the  stock  exchange  agreement,  NT  Media  issued
10,000,000 pre-split shares of its common stock at $.001 par value per share, in
exchange for all of the  outstanding  common  stock of eCast Media  Corporation,
Inc.  ("eCast").  As a result  of the  exchange,  eCast  became  a wholly  owned
subsidiary of NT Media based on a conversion ratio of approximately  7.34 shares
of NT Media's  common stock for each share of eCast's  stock.  This  transaction
qualified  as  a  tax-free   share   exchange  and  was   accounted   for  as  a
recapitalization of eCast and the acquisition of NT Media at its book value.

eCast started doing business on June 4, 1999, (inception) as a limited liability
company.  On March 17, 2000, eCast converted from a limited liability company to
a "C" Corporation in the state of Delaware and continued as a development  stage
company   involved  in  the  production,   aggregation,   and   distribution  of
on-and-offline  content,  the management of  on-and-offline  talent and literary
clients, and strategic consulting services.

At the time of the share  exchange,  it was the intention of the Company to make
the  business  of eCast the  business  of NT Media.  Subsequently,  however,  in
consideration  of eCast's  ongoing  losses and  continued  inability to generate
significant  revenue,  combined  with  certain  changes  in  the  on-and-offline
entertainment  markets, NT Media determined that it was in the best interests of
the Company and its  stockholders  to shift the Company's  growth  strategy away
from eCast and toward the acquisition of companies with existing operations.  To
this end, NT Media Corp.  began  terminating  and/or  suspending  certain  money
losing   operations  of  eCast,   while   simultaneously   developing   its  own
acquisition-driven  growth strategy and  opportunities to acquire companies with
ongoing  operations.  Additionally,  the Company  began  looking for a potential
acquirer to purchase eCast's operations and/or assets.

During this time, NT Media also engaged in certain entertainment  production and
international  business development  activities  independent of those previously
conducted by eCast. NT Media Corp.'s operations in these areas remain ongoing.

NT Media is  active in the  development  and  production  of  feature  films and
television programs,  international business development and strategy consulting
services.  The Company has developed  and is now pursuing an  acquisition-driven
growth  strategy.  In particular,  the Company intends to expand  vertically and
horizontally in the entertainment  and media sector through  acquisitions in the
design, production,  and interactive game sub-sectors.  The Company is currently
exploring  opportunities  among types of companies including but not limited to,
feature  film  and  television  production,  commercial  and  broadcast  design,
animation,  visual  effects,  interactive  game  developers for PC and consoles,
marketing/branding  firms,  commercial  production,  and interactive  television
design and production.

                                      F-9
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (Formerly known as MVD, Inc.)
                          (DEVELOPMENT STAGE COMPANIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 1 - NATURE OF BUSINESS (CONTINUED)

In its  existing  operations,  the Company  generates or will  generate  revenue
through producer fees, license/acquisition fees (theatrical, network television,
cable   television,   home  video,   syndication,   and  foreign   territories),
participation  fees  (percentage  of box office and ancillary  gross or adjusted
gross  revenue  with  respect to feature film and  television  production),  and
consulting  fees and  commissions  with  respect  to  business  development  and
strategy consulting.

In its targeted acquisition operations,  the Company will generate revenue based
on the core operation(s) of any acquired  companies.  For instance,  a number of
the  operations  the Company is  currently  assessing  as  possible  acquisition
targets generate  revenue in the following ways: film and television  production
companies  -  producer  fees,  license/acquisition  fees  (theatrical,   network
television, cable television, home video, syndication, and foreign territories),
back end  participation  fees  (percentage of box office and ancillary  gross or
adjusted gross revenue with respect to feature film and television  production);
commercial  and  broadcast  design  companies  -  design  and  production  fees;
animation companies - production fees,  licensing fees; visual effects studios -
design and  production  fees;  interactive  game  developers -  development  and
productions  fees, back end  participation  fees/royalties,  technology  license
fees;  market/branding  firms - creative design fees,  production fees, strategy
fees; commercial production - production fees; interactive television design and
production - design and production fees, consulting fees, royalties.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

Basis of Presentation

Because the Company has not generated any significant revenue it is considered a
development stage company. Consequently, the accompanying consolidated financial
statements  have been  prepared  using the  accounting  formats  prescribed  for
development stage enterprises in accordance with Financial  Accounting Standards
Board Statement No. 7.

Basis of Consolidation

The consolidated  financial  statements include the accounts of NT Media and its
wholly  owned  subsidiary,  eCast  Media,  Inc.,  a  Delaware  corporation.  All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash on deposit,  certificates of
deposit,  money market accounts,  and investment grade commercial paper that are
readily  convertible  into cash and purchased with original  maturities of three
months or less.


                                      F-10
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (Formerly known as MVD, Inc.)
                          (DEVELOPMENT STAGE COMPANIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)

Use of Estimates

The  preparation  of  consolidated   financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and  assumptions  that affect the reported  amount of assets and liabilities and
disclosure of contingent  liabilities  and the reported  amounts of revenues and
expenses. Accordingly, actual results could differ from those estimates.

Property and Equipment

Property and equipment are recorded at cost.  Expenditures  for major  additions
and  improvements  are  capitalized  and minor  replacements,  maintenance,  and
repairs are charged to expense as  incurred.  When  property and  equipment  are
retired or otherwise  disposed  of, the cost and  accumulated  depreciation  are
removed  from the  accounts  and any  reselling  gain or loss is included in the
results of operations for the respective  period.  Depreciation is provided over
the estimated useful lives of the related assets using the straight-line  method
for consolidated financial statements purposes.

The estimated useful lives for significant property and equipment categories are
as follows:

               Leasehold improvements                         5 Years
               Computer equipment                             5 Years

Domain Name

Domain name includes  direct costs of obtaining  the domain name.  The costs are
capitalized and amortized over the estimated  useful lives of five years,  using
the straight-line method. (See Note 4).

Web Site Development Costs

Costs incurred by the Company to develop,  enhance,  manage, monitor and operate
the Company's Web site are  generally  expensed as incurred,  except for certain
amounts paid to outside  parties for the  development of the Company's Web site.
These costs are capitalized and depreciated  over the estimated  useful lives of
three years or less using the straight-line method. (See Note 5).

Revenue Recognition

Revenues  are  recognized  on an  accrued  basis.  Generally,  revenues  will be
recognized when persuasive evidence of an arrangement exists, services have been
rendered, the price is fixed and determinable,  and collectibility is reasonably
assured.



                                      F-11

<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (Formerly known as MVD, Inc.)
                          (DEVELOPMENT STAGE COMPANIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)

Income Taxes

As a limited liability company from June 4, 1999 (inception),  through March 16,
2000,  the  Company's  taxable  income  or loss  was  allocated  to  members  in
accordance  with  their  respective  percentage  of  ownership.   Therefore,  no
provision  or  liability  for  federal  income  taxes have been  included in the
financial statements for this period. However, California law requires a minimum
tax of $800 and an annual  limited  liability  company  fee of up to  $11,790 on
gross income.  Therefore, a provision and a related liability have been included
in the consolidated financial statements for California income taxes.

On March 17, 2000, the Company converted to a "C" Corporation, which is taxed at
effective federal and state statutory rates.

The Company has adopted the  liability  method of  accounting  for income  taxes
pursuant to Statement of Financial  Accounting  Standard  (SFAS) No. 109.  Under
SFAS No. 109,  deferred income taxes are recorded to reflect tax consequences on
future years for the differences between the tax bases of assets and liabilities
and their financial reporting amounts at each year end.

Deferred  tax  assets  and   liabilities  are  recognized  for  the  future  tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases.  Deferred tax assets,  including tax loss and credit  carryforwards,  and
liabilities  are measured  using enacted tax rates  expected to apply to taxable
income in the years in which  those  temporary  differences  are  expected to be
recovered  or settled.  The effect on deferred tax assets and  liabilities  of a
change in tax rates is  recognized  in income in the period  that  includes  the
enactment date.

Deferred  income tax  expense  represents  the  change  during the period in the
deferred tax assets and deferred tax liabilities. The components of the deferred
tax  assets  and  liabilities  are   individually   classified  as  current  and
non-current based on their characteristics. Deferred tax assets are reduced by a
valuation  allowance when, in the opinion of management,  it is more likely than
not that some portion or all of the deferred tax assets will be realized.

Impairment of Long-Lived Assets

The Company  evaluates its long-lived  assets and intangibles  based on guidance
provided by SFAS No. 121,  "Accounting  for the Impairment of Long-Lived  Assets
and for Long-Lived Assets to be Disposed of."

Long-lived assets consist primarily of property and equipment,  domain name, and
Web site development costs. The recoverability of long-lived assets is evaluated
by an  analysis of  operating  results and  consideration  of other  significant
events or changes  in the  business  environment.  An  impairment  loss would be

                                      F-12

<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (Formerly known as MVD, Inc.)
                          (DEVELOPMENT STAGE COMPANIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)

Impairment of Long-Lived Assets (Continued)

recognized  when the sum of the expected  future net cash flows is less than the
carrying amount of the asset. If impairment  exists,  the carrying amount of the
long-lived  assets is reduced to its  estimated  fair value.  As of December 31,
2001, the Company  recognized  $180,328 as impairment  loss, of which,  $179,036
represents the impairment of the Company's Web site and the remaining balance of
$1,292 as impairment of leasehold improvements.

Stock Options Plan

The Company has adopted the fair value based method of accounting  prescribed in
Financial  Accounting  Standards Board Statement (FASB) No. 123, "Accounting for
Stock-Based  Compensation," for its employee stock options plans. As of December
31, 2001, the Company does not have any qualified or non-qualified stock options
plan.

Advertising Costs

Advertising  and sales  promotion  costs are expensed as  incurred.  Advertising
expenses  totaled $4,960 and $75,338,  for the years ended December 31, 2001 and
2000, respectively.

Basic and Diluted Net Earnings Per Share

Basic net earnings  (loss) per common share is computed by dividing net earnings
(loss)  applicable  to common  stockholders  by the  weighted-average  number of
common shares  outstanding  during the period.  Diluted net earnings  (loss) per
common share is determined  using the  weighted-average  number of common shares
outstanding during the period,  adjusted for the dilutive effect of common stock
equivalents,  consisting  of shares that might be issued upon exercise of common
stock options. In periods where losses are reported, the weighted-average number
of common shares outstanding  excludes common stock  equivalents,  because their
inclusion would be anti-dilutive.

Conversion from a Limited Liability Company to a "C" Corporation

The Company,  formerly  eCast Media,  LLC,  converted  from a limited  liability
company to a "C"  Corporation on March 17, 2000. To effect the  conversion,  the
Company formed a new corporation,  eCast Media, Inc., and transferred all of the
assets  and  liabilities  into the  newly  formed  entity.  The new  corporation
simultaneously  issued  shares of common  stock,  with a par value of $0.001 per
share, in exchange for each existing member's respective percentage of ownership
interest in eCast Media,  LLC. The exchange has been  recorded at the  Company's
historical carrying values on the date of conversion.

Name Change

On April 24, 2001, the Company changed its name from MVD, Inc. to NT Media Corp.
of California, Inc.
                                      F-13
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (Formerly known as MVD, Inc.)
                          (DEVELOPMENT STAGE COMPANIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 3 - NOTE RECEIVABLE FROM SALE OF STOCK

Note  receivable  from stock sales totaled  $69,482 at December 31, 2001, and is
reported as a reduction  of  stockholders'  equity.  The note bears  interest at
6.0%, with an effective  interest rate of 6.168%,  and is  collateralized by the
719,996  shares  of stock  issued on April 4,  2001.  (See Note 8.) For the year
ended December 31, 2001, interest income accrued on this note totaled $3,126.

NOTE 4 - PROPERTY AND EQUIPMENT

       Computer                                              $        11,784
       Domain name                                                     5,000
                                                             ---------------
                                                             $        16,784

       Less accumulated amortization and depreciation                 (6,154)
                                                             ---------------
                                                             $        10,630
                                                             ================

Amortization and depreciation expenses for the years ended December 31, 2001 and
2000, were $3,671 and $2,766, respectively. As of December 31, 2001, the Company
wrote off the balance of leasehold improvement of $1,292 as an impairment loss.

NOTE 5 - WEB SITE DEVELOPMENT COSTS

As of December  31, 2000,  Web site  development  costs  totaled  $292,968.  The
Company  did  not  launch  its Web  site  until  November  of  2000.  Therefore,
depreciation  expenses were not recorded  until  November of 2000.  Depreciation
expense was $97,656 and $16,276 for the years ended  December 31, 2001 and 2000,
respectively. As of December 31, 2001, the Company did not expect any future net
cash flows from its Web site;  therefore,  the Company  wrote off the  remaining
balance of Web site development  costs,  which totaled $179,036 as an impairment
loss during the third and fourth quarters of 2001.

NOTE 6 - INCOME TAXES

The net deferred tax assets,  resulting from the net operating loss, included in
the  accompanying  consolidated  balance sheet include the following  amounts of
deferred tax assets and liabilities at December 31, 2001:

      Deferred tax assets - non-current                              617,000
      Valuation allowance                                           (617,000)
                                                            ----------------
                                                             $            --
                                                            ================

Based on management's  assessment,  the Company has placed a valuation allowance
against its  otherwise  recognizable  deferred tax assets due to the  likelihood

                                      F-14
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (Formerly known as MVD, Inc.)
                          (DEVELOPMENT STAGE COMPANIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 6 - INCOME TAXES (Continued)

that  the  Company  may  not  generate  sufficient  taxable  income  during  the
carryforward  period to  utilize  net  operating  loss  carryforwards  and other
deferred tax benefits.  The valuation allowance for net deferred taxes increased
by $367,000 during the year ended December 31, 2001. The increase was the result
of additional net losses for the year ended December 31, 2001.

At  December  31,  2001,  the Company  had a net  operating  loss for income tax
purposes of  approximately  $953,000 that will expire in 2021. The net operating
losses can be carried  forward to offset future taxable  income.  Utilization of
the above  carryforwards  may be subject to utilization  limitations,  which may
inhibit the Company's ability to use carryforwards in the future.

The components of the provision for income taxes for  continuing  operations are
as follows:
                                                     For the Years Ended
                                                         December 31,
                                           ------------------------------------
                                                   2001               2000
                                           -----------------   ----------------
           Current
             State                           $         1,600    $         1,600
                                           =================   ================

NOTE 7 - EARNINGS (LOSS) PER COMMON SHARE

The following table sets forth the computation of basic (loss) per share:
<TABLE>
<S>                                          <C>               <C>                <C>
                                                                                      For the
                                                                                    Period From
                                                   For the Years Ended             June 4, 1999
                                                       December 31,               (Inception) to
                                           ----------------------------------      December 31,
                                                2001               2000                2001
                                           ---------------   ----------------    ---------------
     Basic EPS:
       Net (loss) from operations           $     (952,548)   $      (810,463)    $   (1,828,594)
                                           ---------------   ----------------    ---------------
       Net (loss) per common share          $        (0.03)   $         (0.04)    $        (0.08)
                                           ===============   ================    ===============
     Weighted average shares outstanding        28,074,083         21,539,081         21,753,491
                                           ===============   ================    ===============
</TABLE>
Basic net loss per share is computed by dividing  the net loss for the period by
the weighted  average  number of common  shares  outstanding  during the period.
Shares associated with convertible notes are not included to the extent they are
antidilutive.

                                      F-15
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (Formerly known as MVD, Inc.)
                          (DEVELOPMENT STAGE COMPANIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 8 - STOCKHOLDERS' EQUITY (DEFICIT)

Effective April 17, 2001, in connection with the stock exchange  agreement,  the
Company issued approximately  10,000,000 pre-split shares of its common stock at
$.001 par value per share, in exchange for all of the  outstanding  common stock
of eCast,  in which eCast became a wholly owned  subsidiary of the Company based
on a conversion ratio of approximately 7.34 shares of the Company's common stock
for each share of eCast's stock. This transaction  qualified as a tax-free share
exchange  and  was  accounted  for  as  a  recapitalization  of  eCast  and  the
acquisition  of NT  Media at its  book  value.  All  transactions  presented  in
stockholders' equity (deficit) reflected the stock exchange agreement as well as
the two and four tenths for one  (2.4:1)  stock  split of the  Company's  common
stock,  par value $.001,  that was approved by the Board of Directors  effective
April 23, 2001.

The following  unaudited pro forma summary  results of operations data have been
prepared  assuming  that the NT Media and eCast  stock  exchange  agreement  had
occurred at the beginning of the periods presented. The consolidated results are
not necessarily  indicative of results of future  operations nor of results that
would have occurred had the acquisitions been consummated as of the beginning of
the periods presented.

                                               For the Twelve Months Ended
                                                        December 31,
                                          ------------------------------------
                                                 2001               2000
                                             (Unaudited)        (Unaudited)
                                          -----------------   ----------------
   Net revenue                              $        34,789    $         2,000
                                          =================   ================
   Net (loss)                               $      (969,107)   $      (841,254)
                                          =================   ================
   Basic and diluted net (loss) per share   $        (0.032)   $        (0.032)
                                          =================   ================

On April 4, 2001, the Company sold 719,996 of its common stock to an ex-employee
at the price of $.0965 per share for a 6% demand note of $69,482 (see Note 3).

On April 17, 2001, the Company changed its ticker symbol from MVDI to NTMM.

On April 17,  2001,  the Board of  Directors  amended the  Company's  Article of
Incorporation to authorize an issuance of up to 100,000,000  common shares,  par
value of $.001.

On October 31, 2001,  the Company  entered into an agreement to sell 1.5 million
shares of the Company's  common stock, par value of $.001, to the Horst E. Lexen
Family  Trust in exchange  for $1.5  million.  The Horst E. Lexen  Family  Trust
subsequently defaulted on the agreement. No shares of the Company's common stock


                                      F-16
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (Formerly known as MVD, Inc.)
                          (DEVELOPMENT STAGE COMPANIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 8 - STOCKHOLDERS' EQUITY (DEFICIT) (Continued)

have been issued in  connection  with this  transaction  to date.  Management is
unable to say with any certainty  whether or not shares of the Company's  common
stock  will be  issued  at any  time  in the  future  in  connection  with  this
transaction.

NOTE 9 - STOCK OPTIONS

On August 30,  2001 the Company  granted  its counsel  options to purchase up to
65,000  shares of the  Company's  common stock at the  exercise  price of $1 per
share.  These  options  are 100%  vested on the date of grant and will expire on
September  1, 2003.  The Company  accounts  for the fair value of stock  options
granted  in  accordance   with  FASB  No.  123,   "Accounting   for  Stock-Based
Compensation."  As a result,  the Company has recorded  $19,500 as  professional
fees for the year ended December 31, 2001.

Presented below is a summary of stock option activity for the year shown:

                                                                 Weighted-
                                                                 Average
                                             Stock Options   Exercise Price
                                           ---------------- ----------------
  Outstanding at December 31, 2000                       --               --
  Granted                                            65,000            $1.00
  Exercised                                              --               --
  Forfeited                                              --               --
  Expired                                                --               --
                                           ---------------- ----------------
  Outstanding at December 31, 2001                   65,000            $1.00
                                           ================ ================
  Options exercisable at December 31, 2001           65,000            $1.00
                                           ================ ================

The following table presents  information about stock options granted during the
year where the exercise price of some options  differed from the market price of
the Company's stock on the grant date:

                                                              Weighted-
                                               Number of       Average
                                             Shares Granted Exercise Price
                                             -------------- --------------
 Outstanding at December 31, 2001
   Exercise price equals market value                    --             --
   Exercise price greater than market value              --             --
   Exercise price less than market value             65,000          $1.00
                                             -------------- --------------
                                                     65,000          $1.00
                                             ============== ==============

                                      F-17

<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (Formerly known as MVD, Inc.)
                          (DEVELOPMENT STAGE COMPANIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 9 - STOCK OPTIONS (Continued)

Exercise  prices for  options  outstanding  as of  December  31, 2001 is $1. The
following table summarizes  information for options  outstanding and exercisable
at December 31, 2001:

                     Options Outstanding                Options Exercisable
       --------------------------------------------- ---------------------------
                                          Weighted-
                               Weighted-   Average                  Weighted-
                               Average    Remaining      Stock       Average
       Exercise Stock Options  Exercise  Contractual    Options     Exercise
        Prices   Outstanding    Price       Life      Exercisable    Price
       -------- ------------- ---------- -----------  -----------   ---------
        $1.00      65,000       $1.00         0         65,000        $1.00
                 -----------                         -----------
                   65,000                               65,000
                 ===========                         ===========

The weighted-average fair values at the date of grant for options granted during
the year  ended  December  31,  2001 were  $.30,  and were  estimated  using the
Black-Scholes  option  valuation  model  with  the  following   weighted-average
assumptions:

                                                              2001
                                                         -------------
       Expected life in years                                   0
       Interest Rate                                          4.08    %
       Volatility                                            228.37   %
       Dividend Yield                                          --     %


NOTE 10 - CONCENTRATION

For the year  ended  December  31,  2001,  revenue  received  from one  customer
accounted for 93% of total revenue.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

During 1999 and 2000, the Company leased its operating and office facilities for
various terms under long-term  operating lease agreements.  The leases expire at
various  dates  through May 20, 2003 and  provide  for no renewal  options.  The
leases provide for increases in future  minimum annual rental  payments based on
defined  increases  in the  Consumer  Price  Index,  subject to certain  minimum
increases.  Also, the agreements  generally require the Company to pay executory
costs (real estate  taxes,  insurance,  and  repairs).  On August  31,2001,  the
Company  attempted to terminate these lease agreements and vacated the premises.
As of December 31, 2001, the Company is in dispute with this landlord  regarding


                                      F-18
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (Formerly known as MVD, Inc.)
                          (DEVELOPMENT STAGE COMPANIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 11 - COMMITMENTS AND CONTINGENCIES (Continued)

its  obligation.  The landlord is seeking to recover  approximately  $125,000 of
rental  losses plus  attorneys'  costs.  As of December  31,  2001,  the Company
accrued all of its 2001 lease  commitments that were not yet paid, which totaled
$36,700.

On  September  21, 2001,  the Company  entered  into a new lease  agreement  for
operating  and  office   facilities   for  various  terms  under  a  short-term,
non-cancelable  lease agreement for a monthly rent of $1,821.  The lease expires
on April 30, 2002 and provides for no renewal  options.  In the normal course of
business, it is expected that the lease will be renewed or replaced by leases on
other  properties.  The lease  provides for increases in future  minimum  annual
rental payments based on defined increases in the Consumer Price Index,  subject
to certain minimum increases. Also, the agreement generally requires the Company
to pay executory costs (real estate taxes, insurance, and repairs). In addition,
the lease  agreement  required  the  Company to present a letter of credit in an
amount of $9,701,  which was  provided to the  landlord by one of the  Company's
stockholders.  The amount of the  letter of credit is reduced  each month by the
amount of rent paid by the Company.

Lease expenses totaled $90,801 and $50,452 for the years ended December 31, 2001
and 2000, respectively.

Future minimum rental payments required under the operating lease agreements are
as follows:

                          For the Year Ending December 31,
                         ------------------------------------
                                        2002                    $        84,662
                                        2003                             26,125
                                                               ----------------
                                                                $       110,787
                                                               ================

On March 30,  2000,  the  Company  entered  into an  agreement  with Still Water
Productions,  Inc. to provide  the Company  with  Internet  access,  hosting and
maintenance  services for the Company's Web site at a minimum cost of $3,400 per
month.  The  agreement  may be  terminated by either party upon thirty (30) days
written notice. This agreement was terminated during 2001.

On August 7, 2000,  the Company  entered into an agreement with an individual to
provide the Company with business and  marketing  strategy for $4,000 per month.
Future  minimum  payments  will be  $48,000  per  year.  This  agreement  may be
terminated  by either  party  upon  fourteen  (14)  days  written  notice.  This
agreement was terminated during 2001.




                                      F-19
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (Formerly known as MVD, Inc.)
                          (DEVELOPMENT STAGE COMPANIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 11 - COMMITMENTS AND CONTINGENCIES (Continued)

On April 2001,  the Company  signed an  agreement  with a Web site  publisher to
provide an exclusive ad sales  presentation  and ad  management  services.  This
agreement may be terminated upon ninety (90) days written notice. This agreement
may also be terminated immediately if material breach is not cured within thirty
(30) days. There has not been any revenue generated from this agreement.

On October  1,  2001,  the  Company  signed an  agreement  to  purchase  various
entertainment  property of Graham Taylor Production (GTP) in exchange for 10,000
shares of the  Company's  common  stock,  par  value of  $.001.  As part of this
agreement,  Mr.  Taylor  will  become  an  employee  of NT Media  with a monthly
compensation of $4,000 plus various out-of-pocket  expenses. This agreement will
only become  effective if the  Company's  common  shares are  delivered  and the
employment  agreement  becomes  effective.   The  employment  agreement  becomes
effective  when both parties sign all  agreements  and the Company  receives net
proceeds of at least one million dollars  resulting from an offering of NT Media
equity securities. As of March 2002, none of the conditions under this agreement
have been met; therefore, the agreement has not been completely finalized.

NOTE 12 - CONVERTIBLE NOTES

For the years ended December 31, 2001 and 2000, the Company issued  $399,100 and
$410,000 of 6% convertible notes,  respectively.  The effective interest rate of
these notes is 6.168%.  All notes are  convertible to common shares,  $0.001 par
value,  at a  conversion  price that  equals the average bid price of the common
stock for the five trading days  immediately  preceding the conversion date. The
notes are convertible when the Company's securities are trading publicly and the
underlying  stock of the debenture has been registered with the SEC and declared
effective.  It is  mandatory  that the notes be  converted  on the fifth year of
their  anniversary  date or are due and payable in the event that the  Company's
shares of common stock are not publicly traded. It is mandatory that these notes
be  converted  during  2005 and 2006 in the amounts of  $410,000  and  $399,100,
respectively.  The proceeds were primarily used for operating activities as well
as for investing in Web site development,  and property and equipment.  Interest
accrued  for the years ended  December  31,  2001 and 2000  totaled  $43,284 and
$6,476,  respectively.  As of December 31, 2001, interest accrued on convertible
notes totaled $49,760.

NOTE 13 - NOTES PAYABLE - RELATED PARTIES

During 2001,  the Company's  officer,  director,  and  stockholder  provided the
Company with various 6% non-collateral  demand notes totaling  $85,845.  For the
year ended December 31, 2001, interest accrued on these notes totaled $2,297.

NOTE 14 - RELATED PARTIES TRANSACTIONS

During  2001,  NT Media  advanced  $204,308  to eCast to pay  eCast's  operating
expenses. This amount was eliminated during the consolidation.

                                      F-20
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (Formerly known as MVD, Inc.)
                          (DEVELOPMENT STAGE COMPANIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 15 - UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN

The financial  statements have been prepared  assuming the Company will continue
as  a  going  concern.  The  Company  has  incurred  net  losses  and  generated
insignificant revenue since its inception,  June 4, 1999. The Company has relied
on its  investors  and lenders to meet its cash flow  requirements.  The Company
plans  to  generate  the  additional  cash  needed  through  the  completion  of
additional equity, debt, or joint venture  transactions.  There is no assurance,
however,  that the Company  will be able to complete  its plans in the future at
commercially  reasonable  terms,  if at all, or that the Company will be able to
meet its future contractual obligations.

NOTE 16 - LITIGATION

The Company is subject to various  claims  covering a wide range of matters that
arise in the ordinary  course of its business  activities.  Management  believes
that any  liability  that may  ultimately  result from the  resolution  of these
matters will not have a material  adverse  effect on the financial  condition or
results of operations of the Company.

NOTE 17 - SUBSEQUENT EVENTS

From January 1, 2002 through March 22, 2002,  the Company has issued  additional
6%  convertible  notes  totaling  $38,500.  All notes are  convertible to common
shares, $0.001 par value, at a conversion price that is equal to the average bid
price of the common stock for the five trading days  immediately  preceding  the
conversion  date. The notes are  convertible  when the Company's  securities are
trading  publicly and the underlying  stock of the debenture has been registered
with the SEC and declared effective. It is mandatory that the notes be converted
on the fifth year of their  anniversary date or are due and payable in the event
that the Company's shares of common stock are not publicly traded.



















                                      F-21