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                                  UNITED STATES
                       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 DECEMBER 31, 2005
                         COMMISSION FILE NUMBER 0-31012

                    NT MEDIA CORPORATION OF CALIFORNIA, INC.
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)


            DELAWARE                                    94-3357128
  (STATE OR OTHER JURISDICTION              (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)

                7800 OCEANUS DRIVE, LOS ANGELES, CALIFORNIA 90046
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

                                 (323) 445-4833
                (ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)

       SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT: NONE

         SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT:
                         COMMON STOCK, $.001 PAR VALUE

         Check whether the issuer (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  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. |X|

     The issuer's revenues for its most recent fiscal year were $276.

     Based on the closing sale price on the OTC Bulletin  Board on May 18, 2006,
the  aggregate   market  value  of  the   registrant's   common  stock  held  by
non-affiliates was approximately $323,665. For purposes of this computation, all
directors  and  executive  officers  of  the  registrant  are  considered  to be
affiliates of the registrant,  as well as individual  shareholders  holding more
than 10% of the registrant's outstanding common stock. This assumption is not to
be  deemed  an  admission  by  the  persons  that  they  are  affiliates  of the
registrant.

     The number of shares outstanding of the registrant's common stock as of May
2, 2006, was 38,538,500.

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

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                    NT MEDIA CORPORATION OF CALIFORNIA, INC.
                                   Form 10-KSB
                   For the Fiscal Year Ended December 31, 2005

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

PART I.........................................................................1
         ITEM 1.  DESCRIPTION OF BUSINESS......................................1
                     GENERAL...................................................1
GOVERNMENTAL APPROVAL..........................................................2
MARKETING AND SALES............................................................3
MANUFACTURING..................................................................3
RESEARCH AND DEVELOPMENT.......................................................3
EMPLOYEES......................................................................3
COMPETITION....................................................................3
INTELLECTUAL PROPERTY..........................................................3
         ITEM 2.  DESCRIPTION OF PROPERTY......................................3
         ITEM 3.  LEGAL PROCEEDINGS............................................4
         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..........4

PART II........................................................................4
         ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.....4
                     RECENT SALES OF UNREGISTERED SECURITIES...................5
         ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION....5
                     CAUTIONARY STATEMENTS AND RISK FACTORS...................13
         ITEM 7.  FINANCIAL STATEMENTS........................................16
         ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.........................16
         ITEM 8A. CONTROLS AND PROCEDURES.....................................16
         ITEM 8B. OTHER INFORMATION...........................................17

PART III......................................................................17
         ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                  PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
                  ACT.........................................................17
                     DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES..........17
                     BUSINESS EXPERIENCE......................................18
                     SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING
                     COMPLIANCE...............................................18
         ITEM 10. EXECUTIVE COMPENSATION......................................19
                     EXECUTIVE COMPENSATION...................................19
                     AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                     FISCAL YEAR-END OPTION VALUES............................20
                     COMPENSATION OF DIRECTORS................................20
         ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT AND RELATED STOCKHOLDER MATTERS..................20
         ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..............21
         ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K............................22
         ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES......................22


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PART I.

FORWARD LOOKING STATEMENTS

         This   Annual   Report  on  Form   10-KSB   includes   "forward-looking
statements."  These include,  among others,  the statements  about our plans and
strategies  under the  headings  "Description  of  Business"  and  "Management's
Discussion  and Analysis or Plan of  Operation."  When used in this document and
the documents  incorporated herein by reference,  the words "believe," "expect,"
"anticipate,"  "intend," "plan," "estimate," or similar expressions are intended
to  identify  forward-looking  statements.  Forward-looking  statements  are not
guarantees of future  performance and are subject to risks,  uncertainties,  and
other factors,  some of which are beyond our control,  are difficult to predict,
and could cause actual results to differ materially from those we express in the
forward-looking  statements.  Although it is not  possible to itemize all of the
factors and specific  events that could affect the outlook of a product  company
like  ours   operating  in  a  competitive   environment,   factors  that  could
significantly  impact expected results include: the development of products in a
timely and cost effective manner; the commercial acceptance of our products; the
effect of national and local economic conditions;  our outstanding indebtedness;
the loss of key employees or collaborative  partners;  competition from products
developed by other companies;  the ability to attract and retain employees;  and
the ability to identify and consummate relationships with strategic partners, as
well as risks set forth in  "Management's  Discussion  and  Analysis  or Plan of
Operation."  Although we believe that our plans,  intentions,  and  expectations
reflected in or suggested by these forward-looking statements are reasonable, we
cannot assure that we will achieve  these plans,  intentions,  or  expectations.
Actual results may differ materially from the forward-looking statements made in
this Annual Report.

ITEM 1.  DESCRIPTION OF BUSINESS

         GENERAL

         We primarily are engaged in the business of  developing,  producing and
distributing programming for the entertainment industry.

         We are  pursuing  the  development  of  independent  feature  films and
production   of  direct  to  home  viewing   programs.   We  routinely   explore
opportunities  that are brought to us by various  creators and  producers in the
entertainment  industry.  If we determine  that a project could be  commercially
appealing,  we attempt to enter into partnership  agreements with other entities
in order to manage some of the  financial  risk. We are not limited by the types
of projects, but rather any projects,  which are financially viable. We look for
development and production  cycles,  which are relatively shorter in nature. Our
ability to develop any project is principally  dependent on our ability to raise
capital  to fund  the  project,  which  is  very  difficult  due to our  current
financial conditions and lack of history in the market. Accordingly, we are very
limited  in our  ability  to  develop  or  produce  projects  that we  find  are
commercially appealing and financially viable.

         In  August  of  2003,  we  entered  into a  Production  Draw/Consulting
Agreement  with  Graham  Taylor of  Sabotage  Productions.  We agreed to pay Mr.
Taylor a sum of $3,500 per


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month in lieu of his full  producer's  fee of $50,000  (estimated)  on a feature
film to be designated in the future.  We paid monthly fees  aggregating  $24,000
during 2003. As of December 31, 2005, we have paid a total of $54,500 under this
agreement. Payments were discontinued in October 2004.

         In  December  2003,  we entered  into a  production  agreement  with RG
Productions  for the  production of a feature film.  We paid RG  Productions  an
initial fee of $10,000 for the right to recoup  150% of its  investment  upon RG
Productions' completion of any of the entertainment projects it currently had in
development. We will also have rights to participate in future projects on terms
to be  negotiated at that time.  To date,  there have been no projects  produced
pursuant to this agreement.

         During the third  quarter of 2004,  we abandoned  our plans to complete
production  of project  entitled  "Rap Battle" due to the  additional  costs and
risks which would be incurred, as well as, our limited personnel resources. As a
result  of this  decision,  we sold our  interest  in this  project  to a Riddle
Records,  Inc., a related party, in exchange for the reimbursement of all of our
production  costs  incurred  to date,  which  totaled  $12,717.  Riddle  Records
purchased all of our interest in this project with an agreement payable to us on
December 31, 2005. The agreement due date has been extended by mutual  agreement
of the parties.

         During the third quarter of 2004, we entered into an agreement  with SU
Productions,  LLC to form a limited liability  corporation named SU Distribution
LLC ("SUD").  SUD is owned 51% by us and 49% by SU Productions  LLC.  During the
fourth quarter of 2004, SUD completed  production of the first three episodes of
an  adult-themed  "direct to DVD" program  entitled  "Strippers  Untamed."  Upon
completion of  production,  SUD began test  marketing and  distribution  efforts
through the use of commercials and  infomercials.  SUD has engaged a third party
telemarketing  company to receive and  process  all orders,  as well as, a third
party fulfillment  company to complete delivery of the orders.  SUD manufactured
an  inventory  of the  project  with a  current  retail  value of  approximately
$59,000. To date no meaningful sales have yet to be achieved. We are negotiating
for the distribution of this product in Latin America,  but have not yet entered
into definitive terms for such distribution.

         On  October  14,  2005  we  entered.  into  a  representation  services
agreement with Endeavor  Agency.  Endeavor  Agency will represent NT Media on an
agency  basis and will be our  agent  with  respect  to the  development,  sale,
acquisition,  and exploitation of media and entertainment  with respect to film,
television, Digital Media, Video game design and related matters, and such other
entertainment  and media matters as we may ask Endeavor  Agency to handle on our
behalf.  The agreement provides that Endeavor will be entitled to a fee equal to
ten percent (10%) of all film sales.  Other fees will be negotiated  between the
parties as projects are completed.

         We are a Delaware corporation and were incorporated on March 14, 2000.

GOVERNMENTAL APPROVAL

         We are not presently aware of any governmental agency approval required
for any of our existing  operations or operations of our targeted  acquisitions.
We are subject to Federal  Trade  Commission  regulation  and other  federal and
state  laws  relating  to  the  development,  production,  and  distribution  of
entertainment programming. There are additional limitations


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relating to the distribution of adult oriented  product.  We believe that we are
in compliance with all laws, rules, and regulations material to our operations.

MARKETING AND SALES

         Currently,  marketing  efforts  have  been  exclusively  in the form of
direct response marketing on television commercials;  however, we are evaluating
all other distribution channels and opportunities.

MANUFACTURING

         Currently,  we do not have any in-house  manufacturing  or distribution
capabilities.  Through  SUD,  we engaged  third  party  vendors to  manufacture,
package and physically distribute "Strippers Untamed."

RESEARCH AND DEVELOPMENT

         We did not spend any money on research  and  development  for the years
ended December 31, 2005 and 2004. We currently intend to focus substantially all
of our efforts and resources on developing  new projects or acquiring  completed
product for distribution in the various entertainment markets, including, direct
to home viewing, television, and independent feature films.

EMPLOYEES

         As of May  16,  2006,  we had one  employee.  We  also  employ  outside
consultants from time to time to provide various services. None of our employees
are represented by a labor union. We consider our employee relations to be good.

COMPETITION

         We are competing with a wide variety of companies in the  entertainment
industry.  These  competitors  range from media companies to  conglomerates  and
studios.  In addition,  as the  entertainment  and media  services and offerings
become  more  expansive  and more  numerous,  better  financed  and  established
entities may expand into, acquire,  invest or continue to consolidate within the
industry, thus increasing the competitive pressures that we face.

INTELLECTUAL PROPERTY

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

ITEM 2.  DESCRIPTION OF PROPERTY

Our principal  offices are located at 7800 Oceanus Ave, Los Angeles  California.
We are presently using the offices of our President,  Ali Moussavi,  at no cost,
as our  office,  an  arrangement  which we  expect to  continue  for the next 18
months.


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<PAGE>


ITEM 3.  LEGAL PROCEEDINGS

         Management  is aware of a threatened  litigation  matter  involving the
nonpayment  of certain  legal fees.  The claim for this matter is  approximately
$9,000.

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

         None.

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our common stock is traded on the OTC  Bulletin  Board under the symbol
"NTMM."  The  following  table sets  forth the high and low sales  prices of our
common stock on the OTC Bulletin Board for the periods indicated, as reported by
the OTC Bulletin Board. These quotations reflect  inter-dealer  prices,  without
retail   mark-up,   mark-down  or  commission  and  may  not  represent   actual
transactions.

                                                     HIGH            LOW
                                                     ----            ---

      YEAR ENDED DECEMBER 31, 2004
      First Quarter                                 $0.20           $0.12
      Second Quarter                                 1.01            0.11
      Third Quarter                                  1.23            0.70
      Fourth Quarter                                 0.90            0.51

      YEAR ENDED DECEMBER 31, 2005
      First Quarter                                 $0.75           $0.23
      Second Quarter                                 0.55            0.20
      Third Quarter                                  0.53            0.32
      Fourth Quarter                                 0.36            0.09

      First Quarter of 2006                         $0.09           $0.02
      Second Quarter through May 17, 2006            0.02            0.02

         As of May 16,  2006,  we had 106  shareholders  of record of our common
stock.

DIVIDENDS

         We do not  currently  pay any  dividends  on our common  stock,  and we
currently  intend to retain any future  earnings  for use in our  business.  Any
future  determination as to the payment of dividends on our common stock will be
at the  discretion  of the Board of Directors  and will depend on our  earnings,
operating and financial condition, capital requirements and other factors deemed
relevant by the Board of Directors, including the General Corporation Law of the
State of Delaware.  The declaration of dividends on our common stock also may be
restricted by the  provisions of credit  agreements  that we may enter into from
time to time.


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<PAGE>


RECENT SALES OF UNREGISTERED SECURITIES

During the 2005 and 2004,  we issued  the  following  securities  which were not
registered under the Securities Act of 1933, as amended. No offer or sale of the
securities  was made to a person in the  United  States.  We  believe  that each
purchaser  of  securities  was not a U.S.  person as defined  in Rule  902(k) of
Regulation  S and did not acquire the  securities  for the account or benefit of
any U.S. person. We did not engage in any directed selling efforts in the United
States.  For these  reasons,  among others,  the offer and sale of the following
securities  were not  subject  to Section 5 of the  Securities  Act by virtue of
Regulation S promulgated by the SEC under the Securities Act:

         o        In July  2005 we sold  191,500  shares  of  common  stock  for
                  $43,089 net of offering costs totaling $4,786.

         o        During  the  period  beginning  October  1,  2004,  and ending
                  December  31,  2004,  we were  engaged  in an  offering  of an
                  aggregate  of  172,584  shares  of  common  stock  for a total
                  purchase price of $103,649.  We incurred  $10,365 in placement
                  fees, and our net proceeds were $93,284.

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

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,"   "anticipate"   or  "believe"   are
forward-looking  statements.  Investors  should be aware that actual results may
differ  materially  from  our  expressed   expectations  because  of  risks  and
uncertainties about the future. We do 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 our business are
discussed throughout this Form 10-KSB and should be considered carefully.

OVERVIEW

         We primarily are engaged in the business of  developing,  producing and
distributing  programming for the  entertainment  industry.  We are pursuing the
development  of  independent  feature  films  and  production  of direct to home
viewing programs. We also continue to explore new opportunities that may emerge.

         Over the next twelve-month  period, we anticipate needing the following
operating capital amounts:



                             PURPOSE                                     AMOUNT
-----------------------------------------------------------------       --------
Growth Capital for Acquired Subsidiaries ........................       $500,000

Additional Employees ............................................       $100,000

Marketing and Public Relations Campaigns ........................       $300,000


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Participation in Industry and Trade Functions ...................       $ 50,000

Ongoing Operations ..............................................       $300,000

Capital needed for total amount of convertible
notes reaching maturity (unless notes are extended) .............       $809,000

Capital needed for total amount of notes payable
reaching maturity (unless notes are extended) ...................       $723,000

Capital needed to pay accounts payable and accrued
expenses owing ..................................................       $913,000


         Outside financing will continue to be necessary to meet our anticipated
working capital needs for the foreseeable  future.  We anticipate that our major
stockholders  will make capital  investments or loans of convertible debt to pay
our operating expenses for the foreseeable future but, we cannot assure you that
they will commit to making the  necessary  capital  investments  or loans.  Cash
requirements  may also be met  through  the  cash  flow of  acquired  subsidiary
operations  if our  acquisition  strategy is realized  during the current  year.
Given our current  financial  position for the  immediate  future,  we expect to
operate our current  lines of business  under strict  budgetary  constraints  in
order to keep operating  expenses as low as possible  until new core  businesses
are acquired. We will attempt to negotiate extensions of our debt obligations or
negotiate for the conversion of some or all of our debt into equity; however, we
cannot assure you that we will be successful.

RESULTS OF OPERATION

OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

We  realized  $276 of  revenue  for the year  ended  December  31,  2005,  which
represents a substantial  decrease  compared to revenues of $62,132 for the same
period of 2004.  This  decrease was due primarily to reduced  revenue  generated
through  consulting  fees (with  respect to business  development  and  strategy
consulting).

Operating  expenses  decreased by $684,728 for the year ended December 31, 2005,
as compared to the year ended December 31, 2004. This  substantial  decrease was
due primarily to decreases in professional fees and marketing costs.

We realized an operating  loss of $263,175 for the year ended  December 31, 2005
compared to an operating  loss of $886,047 in the same period of 2004 a decrease
of $622,872 or 70.3%.  This  decrease in the  operating  loss for the year ended
December  31,  2005,  reflects a  significant  decrease  in  operating  expenses
incurred during 2005.

Other expenses  decreased from $574,708  during the year ended December 31, 2004
to $264,842  during the same period of 2005. Loan fees of $136,417 were incurred
in 2005 while


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<PAGE>


$474,583  of such  fees  were  incurred  in the same  period  in 2004 due to the
increased cost of obtaining loan funds. This is due to the fact that we borrowed
less in 2005 than in 2004.

Our net loss before  minority  interest and  provision  for income taxes for the
year ended December 31, 2005,  decreased  substantially  from $1,460,755 for the
year ended  December 31, 2004 to $528,017 for the year ended  December 31, 2005.
The 63.9%  decrease in our net loss before  minority  interest and provision for
income taxes in 2005 is reflective of our cost cutting efforts in 2005

OFF-BALANCE SHEET ARRANGEMENTS

During the year ended  December 31, 2005,  we did not engage in any  off-balance
sheet arrangements as defined in Item 303(c) of the SEC's Regulation S-B.

LIQUIDITY AND SOURCES OF CAPITAL

We have incurred operating losses as of December 31, 2005, we had an accumulated
deficit  of  $4,467,424.  At  December  31,  2005,  we had  $947 of cash or cash
equivalents and a net working capital deficit of $2,463,228.

During the last three years,  both our company and our wholly-owned  subsidiary,
Ecast,  have been  dependent  on borrowed or invested  funds in order to finance
their  ongoing  operations.  As of  December  31,  2005,  Ecast had  $620,000 in
outstanding  debt  represented by 6% convertible  notes while we had $287,200 in
outstanding  debts  represented by 6% convertible  notes.  These notes have been
issued to two of our major stockholders,  of which $809,100 is now classified as
current  liabilities.  During the year ended  December 31,  2005,  we borrowed a
total  of  $70,000  at an  interest  rate of 10% per  year  and  $4,000  with no
interest.  We anticipate having to continue to borrow funds or obtain additional
equity capital to provide our working capital.

The audit report of our independent  registered  public  accounting firm for the
year ended  December 31, 2005  includes a "going  concern"  explanation.  In the
accountant's  opinion,  our limited  operating  history and the  accumulated net
deficit as of December 31, 2005,  raised  substantial doubt about our ability to
continue as a going  concern.  We require  $2,544,364  in capital  over the next
twelve  months  for pay off  accounts  payable  and  accrued  expenses,  and the
convertible  notes  and  notes  payable  reaching  maturity  unless  we  receive
additional extensions.

Due to our limited cash flow,  operating  losses and  intangible  assets,  it is
unlikely that we could obtain financing  through  commercial or banking sources.
Consequently,  we are  dependent on  continuous  cash  infusions  from our major
stockholders and other outside sources in order to fund our current  operations.
If these outside  sources are unwilling or unable to provide  necessary  working
capital to us, we would probably not be able to sustain our operations. There is
no written agreement or contractual obligation,  which would require our outside
sources to fund our  operations  up to a certain  amount or indeed  continue  to
finance our  operations  at all.  The NT Media and Ecast  notes are  voluntarily
convertible when our or Ecast's securities (as the case may


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<PAGE>


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 or paid on the fifth year of their anniversary date. Thus, the
current  convertible notes would be mandatorily  converted during 2006, and 2007
in the  amounts of  $809,100  and  $108,700 ,  respectively,  unless they become
eligible  for  conversion  prior to that  time,  or have  been  extended  by the
parties.

As of December 31, 2005,  we are using using the offices of our  President,  Ali
Moussavi,  at no cost, as our office, an arrangement which we expect to continue
for the  next  18  months.  If  adequate  funds  are  not  otherwise  available,
management  believes that its officers and  directors  will  contribute  capital
amounts  necessary  to fund our ongoing  expenses,  however,  our  officers  and
directors  are under no obligation to do so. If we are unable to pay our debt as
it becomes due and are unable to obtain  financing on terms acceptable to us, or
at all, we will not be able to accomplish any or all of our initiatives and will
be forced to consider steps that would protect our assets against our creditors.

CRITICAL ACCOUNTING POLICIES

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 Statement of Financial
Accounting  Standards  (SFAS) No. 7,  "Accounting  and Reporting by  Development
Stage Enterprises." The Company's year end is December 31st.

Basis of Consolidation

The consolidated  financial  statements include the accounts of NT Media and its
wholly  owned  subsidiary,  eCast  and  its  51%  owned  subsidiary,  SUD .  All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

Minority Interest

The amount of  minority  interest  represents  the net  capital of the  minority
member of SU,  including  49% of the net loss of SUD not to exceed  the  capital
contributed  by the  minority  member.  The amount of loss during the year ended
December 31, 2005 attributable to the minority member which exceeded its capital
contribution was $18,933.

Cash and Cash Equivalents

Cash and cash  equivalents  consist  primarily of cash on deposit with  original
maturities of three months or less.

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  assets and  liabilities  and the reported  amounts of
revenues and expenses. Actual results could differ from those estimates.


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<PAGE>


Reclassifications

Certain  amounts  reported in the Company's  financial  statements  for the year
ended  December 31, 2004 have been  reclassified  to conform to the current year
presentation.

Inventory

Inventory  consists of  videocassettes  and digital video disks  ("DVDs") of the
Company's  non-theatrical  production  and is  valued  at the  lower  of cost or
market; cost being determined by the first-in, first-out method.

Equipment and Depreciation

Equipment is recorded at cost. Expenditures for major additions and improvements
are capitalized and minor replacements,  maintenance, and repairs are charged to
expense as incurred.  When  equipment  is 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.  At  December  31,  2005,  equipment  consists of computer
equipment  with  estimated  useful  lives  of  five  years  and has  been  fully
depreciated.

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.

Revenue  from the sale or  licensing  of films is  recognized  upon  meeting all
recognition  requirements of SOP 00-2.  Revenue from the sale of  videocassettes
and digital  video  disks  ("DVDs") in the retail  market is  recognized  on the
"street date" when it is available for sale by the customer.

Capitalized Film Costs

Capitalized  film costs  consist  of  investments  in films  which  include  the
unamortized  costs of completed  films which have been  produced by the Company.
Capitalized  costs  include  all direct  production  and  financing  costs,  and
production overhead.

Costs   of   acquiring   and   producing   films   are   amortized   using   the
individual-film-forecast   method,   whereby   these  costs  are  amortized  and
participation  and  residual  costs are accrued in the  proportion  that current
year's  revenue  bears to  management's  estimate  of  ultimate  revenue  at the
beginning of the current year expected to be recognized  from the  exploitation,
exhibition or sale of the films.

Ultimate  revenue  includes  estimates  over a period  not to  exceed  ten years
following the date of initial release.


                                       9
<PAGE>


Capitalized  film costs are stated at the lower of  amortized  cost or estimated
fair value on an individual film basis.  The valuation of investment in films is
reviewed on a  title-by-title  basis,  when an event or changes in circumstances
indicated that the fair value of a film is less than its  unamortized  cost. The
fair value of the film is determined using management's  future revenue and cost
estimates.  Additional  amortization  is  recorded  in the  amount  by which the
unamortized  costs  exceed the  estimated  fair value of the film.  Estimates of
future revenue involve measurement uncertainty and it is therefore possible that
reductions  in the carrying  value of  investment  in films may be required as a
consequence of changes in management's  future revenue  estimates.  In reviewing
the ultimate  revenue for the Company's  films, it was determined that there was
an impairment of its capitalized film costs at December 31, 2005 and the Company
recorded an impairment of film costs of $71,654.

Films in development include costs of acquiring film rights to original

screenplays and costs to adapt such projects.  Such costs are  capitalized  and,
upon commencement of production,  are transferred to production costs.  Projects
in development  are written off at the earlier of the date  determined not to be
recoverable  or when  abandoned,  or three  years  from the date of the  initial
investment.

Concentrations of Credit Risk

For the year ended  December  31,  2004,  revenue  received  from two  customers
accounted for 97% of the Company's  total  revenue.  Revenues for the year ended
December 31, 2005 were insignificant.

The  Company  maintains  all cash in bank  accounts,  which at times may  exceed
federally  insured  limits.  The  Company  has  not  experienced  a loss in such
accounts.

Income Taxes

The Company has adopted the  liability  method of  accounting  for income  taxes
pursuant  to  Statement  of  Financial   Accounting  Standard  (SFAS)  No.  109,
"Accounting  for Income  Taxes." 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  statements
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 not be realized.


                                       10
<PAGE>


California law requires a minimum franchise tax of $800.

Impairment of Long-Lived Assets

Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 144 ("SFAS No. 144"),  "Accounting  for the Impairment or Disposal
of Long-Lived  Assets." SFAS No. 144 retains the fundamental  provisions of SFAS
No. 121  "Accounting  for the  Impairment  of Long-Lived  Assets and  Long-Lived
Assets to be Disposed of" and expands the reporting of  discontinued  operations
to include all components of an entity with operations that can be distinguished
from the  rest of the  entity  and  that  will be  eliminated  from the  ongoing
operations of the entity in a disposal transaction.

The Company evaluates its long-lived assets by measuring the carrying amounts of
assets  against the estimated  undiscounted  future cash flows  associated  with
them.  At the time the carrying  value of such assets  exceeds the fair value of
such assets, impairment is recognized.

Stock Option Plan

The Company  accounts for its  stock-based  compensation in accordance with SFAS
No. 123R,  "Share-Based  Payment,  an Amendment of FASB  Statement No. 123." The
Company  recognizes in the statement of operations the grant- date fair value of
stock  options  and other  equity-based  compensation  issued to  employees  and
non-employees.  As of December 31, 2005, the Company does not have any qualified
or  non-qualified  stock option plans, nor did it grant any stock options during
the years ended December 31, 2005 and 2004.

Advertising Costs

Advertising  and sales  promotion  costs are expensed as  incurred.  Advertising
expenses  were  $12,358 and $14,556,  for the years ended  December 31, 2005 and
2004, respectively.

Earnings per Common Share

The Company  computes  earnings per common share in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings per Share" (SFAS No. 128). The
Statement requires dual presentation of basic and diluted EPS on the face of the
income statement for all entities with complex capital structures and requires a
reconciliation  of the numerator and denominator of the basic EPS computation to
the numerator and  denominator  of the diluted EPS  computation.  Basic loss per
share is computed by  dividing  loss  available  to common  shareholders  by the
weighted average number of common shares outstanding. The computation of diluted
loss per share is  similar to the basic  loss per share  computation  except the
denominator  is increased to include the number of additional  shares that would
have been  outstanding if the dilutive  potential common shares had been issued.
In  addition,  the  numerator is adjusted for any changes in income or loss that
would result from the assumed  conversions of those potential  shares.  However,
such  presentation is not required if the effect is  antidilutive.  Accordingly,
the diluted per share  amounts do not reflect the impact of warrants and options
or convertible debt outstanding for 0 and 60,000 shares at December 31, 2005 and
2004, respectively, because the effect of each is antidilutive.


                                       11
<PAGE>


Recent Accounting Pronouncements

In February  2006,  FASB issued SFAS No.  155,  "Accounting  for Certain  Hybrid
Financial  Instruments".  SFAS  No.  155  amends  SFAS No 133,  "Accounting  for
Derivative  Instruments and Hedging  Activities",  and SFAS No. 140, "Accounting
for  Transfers  and  Servicing  of  Financial  Assets  and   Extinguishments  of
Liabilities".  SFAS No. 155,  permits  fair value  remeasurement  for any hybrid
financial  instrument that contains an embedded  derivative that otherwise would
require  bifurcation,  clarifies which  interest-only  strips and principal-only
strips are not  subject  to the  requirements  of SFAS No.  133,  establishes  a
requirement  to evaluate  interest in securitized  financial  assets to identify
interests  that  are  freestanding  derivatives  or that  are  hybrid  financial
instruments that contain an embedded derivative requiring bifurcation, clarifies
that concentrations of credit risk in the form of subordination are not embedded
derivatives,  and  amends  SFAS No.  140 to  eliminate  the  prohibition  on the
qualifying special-purpose entity from holding a derivative financial instrument
that pertains to a beneficial  interest other than another derivative  financial
instrument.  This statement is effective for all financial  instruments acquired
or issued  after the  beginning of the  Company's  first fiscal year that begins
after September 15, 2006.  Management believes that this statement will not have
a significant impact on the consolidated financial statements.

In March 2006 FASB  issued  SFAS 156  `Accounting  for  Servicing  of  Financial
Assets' this Statement  amends FASB Statement No. 140,  ACCOUNTING FOR TRANSFERS
AND  SERVICING OF FINANCIAL  ASSETS AND  EXTINGUISHMENTS  OF  LIABILITIES,  with
respect  to the  accounting  for  separately  recognized  servicing  assets  and
servicing liabilities. This Statement:

1.       Requires  an  entity  to  recognize  a  servicing  asset  or  servicing
         liability  each time it undertakes an obligation to service a financial
         asset by entering into a servicing contract.
2.       Requires  all  separately  recognized  servicing  assets and  servicing
         liabilities to be initially measured at fair value, if practicable.
3.       Permits  an  entity  to  choose  `Amortization  method'  or Fair  value
         measurement method' for each class of separately  recognized  servicing
         assets and servicing liabilities:
4.       At  its  initial  adoption,  permits  a  one-time  reclassification  of
         available-for-sale  securities  to trading  securities by entities with
         recognized   servicing  rights,   without  calling  into  question  the
         treatment of other  available-for-sale  securities under Statement 115,
         provided that the available-for-sale  securities are identified in some
         manner as offsetting the entity's  exposure to changes in fair value of
         servicing  assets or servicing  liabilities  that a servicer  elects to
         subsequently measure at fair value.
5.       Requires  separate  presentation  of  servicing  assets  and  servicing
         liabilities  subsequently  measured at fair value in the  statement  of
         financial  position  and  additional  disclosures  for  all  separately
         recognized servicing assets and servicing liabilities.

This  Statement is effective as of the beginning of the  Company's  first fiscal
year that  begins  after  September  15,  2006.  Management  believes  that this
statement  will not have a  significant  impact  on the  consolidated  financial
statements.


                                       12
<PAGE>


FACTORS AFFECTING FUTURE OPERATING RESULTS

         The risks and uncertainties  described below are not the only risks and
uncertainties we face. Additional risks and uncertainties not presently known to
us or that we currently deem immaterial also may impair our business operations.
If  any of  the  following  risks  actually  occur,  our  business,  results  of
operations and financial condition could suffer. In that event the trading price
of our common stock could decline,  and our shareholders may lose all or part of
their  investment in our common stock.  The risks  discussed  below also include
forward-looking  statements and our actual results may differ substantially from
those discussed in these forward-looking statements.

OUR INDEPENDENT  AUDITORS'  REPORT EXPRESSES DOUBT ABOUT OUR ABILITY TO CONTINUE
AS A GOING CONCERN.

         Our  independent  auditors'  report,  dated May 11,  2006  includes  an
explanatory  paragraph  relating  to  substantial  doubt  as to our  ability  to
continue as a going concern,  due to our working capital deficit at December 31,
2005.  We have  experienced  operating  losses  since the date of the  auditors'
report and in prior years.  Our auditors  report may impede our ability to raise
additional  capital  on terms  acceptable  to us.  If we are  unable  to  obtain
financing  on  terms  acceptable  to us,  or at  all,  we  will  not be  able to
accomplish  any or all of our  initiatives  and will be forced to consider steps
that  would  protect  our  assets  against  our  creditors.  If we are unable to
continue as a going concern, your entire investment in us could be lost.

OUR FAILURE TO TIMELY PAY OUR INDEBTEDNESS MAY REQUIRE US TO CONSIDER STEPS THAT
WOULD PROTECT OUR ASSETS AGAINST OUR CREDITORS.

         If we cannot raise additional capital, we will not be able to repay our
debt or pursue our business strategies as scheduled, or at all, and we may cease
operations.  We have been unable to pay all of our  creditors  and certain other
obligations in accordance with their terms. In the aggregate, as of December 31,
2005,  we  have  approximately  $1.9  million  in  debt  obligations,  including
interest,  owing within the next 12 months.  As of December  31,  2005,  we have
extensions with respect to  approximately  $705,000 of this debt to a date to be
mutually  agreed  upon by us and each of the  respective  note  holders.  During
fiscal  year 2005 we have  issued  additional  debt in the  aggregate  amount of
$74,000.  These  additional  notes are either being paid  currently or have been
extended  by  agreement.  However,  we cannot  assure you that any of these note
holders will continue to extend payment of these debt  obligations or ultimately
agree to revise  the terms of this debt to allow us to make  scheduled  payments
over an  extended  period of time.  We have  limited  cash on hand and we do not
expect to generate  material cash from operations  within the next 12 months. We
have attempted to raise additional capital through debt or equity financings and
to date have had limited  success.  The down-trend in the financial  markets has
made it extremely difficult for us to raise additional capital. In addition, our
common stock trades on The Over the Counter  Bulletin  Board which makes it more
difficult to raise  capital than if we were trading on the NASDAQ Stock  Market.
Also,   our  default  in  repaying  our  debt  restricts  our  ability  to  file
registration   statements,   including   those   relating   to   capital-raising
transactions,  on Form  S-3,  which may make it more  difficult  for us to raise
additional  capital. If we are unable to obtain financing on terms acceptable to
us, or at all, we will not be able to accomplish  any or all of our  initiatives
and will be forced to consider  steps that would protect our assets  against our
creditors.


                                       13
<PAGE>


WE HAVE A HISTORY OF LOSSES AND WE DO NOT ANTICIPATE  THAT WE WILL BE PROFITABLE
IN FISCAL 2006.

         We  have  incurred  losses  since  inception  and  have  not  generated
sufficient  revenues  to cover our  expenses  during  2004 and  2005.  We had an
accumulated  deficit of  approximately  $4.5  million as of December  31,  2005.
During the  fiscal  2005,  we  incurred  a net loss of  approximately  $510,000.
Achieving profitability depends upon numerous factors,  including out ability to
raise  additional  capital  in order to  produce  projects,  which in turn  will
generate  sales. We do not anticipate that we will be profitable in fiscal 2006.
As a result of the losses and negative cash flows from  operations,  our ability
to continue operations will depend on our ability to generate increased revenues
and the availability of outside financing for working capital.  If we are unable
to generate  sufficient  revenues  in the near  future to cover our  expenses or
obtain outside capital to cover operating  expenses,  we may be unable to expand
or maintain business operations.

IF WE OBTAIN FINANCING, EXISTING SHAREHOLDER INTERESTS MAY BE DILUTED.

         If we raise  additional  funds by issuing  equity or  convertible  debt
securities,  the percentage  ownership of our shareholders  will be diluted.  In
addition, any convertible securities issued may not contain a minimum conversion
price,  which may make it more difficult for us to raise financing and may cause
the market  price of our common stock to decline  because of the  indeterminable
overhang  that is created  by the  discount  to market  conversion  feature.  In
addition,  any new  securities  could have rights,  preferences  and  privileges
senior to those of our  common  stock.  Furthermore,  we cannot  assure you that
additional  financing  will be  available  when and to the  extent we require or
that, if available, it will be on acceptable terms.

OUR  RELIANCE ON THIRD  PARTIES FOR  DEVELOPMENT  OF OUR PRODUCTS MAY AFFECT OUR
FUTURE PROSPECTS.

         We do not maintain  our own  production  facilities.  Do to the limited
number of employees,  we are reliant on third  parties to enter into  agreements
with us, in which case, we finance and co-produce the projects with them. To the
extent that third parties do not continue to enter into  agreements  with us, we
will be  solely  reliant  on  developing  and  producing  projects  with  only 1
employee.

WE HAVE LIMITED EXPERIENCE IN AND RESOURCES FOR OUR INDUSTRY.

         If we are unable to execute project  acquisitions,  we may be unable to
achieve revenue growth. Additionally, if we are unable to establish and maintain
our network of professional relationships,  we may be unable to identify project
acquisition  targets  and as a result,  we may be unable to achieve  significant
revenue,  or in the  event we are  successful  in making  project  acquisitions,
revenues  of them  could be  reduced.  There  can be no  assurance  that we will
identify  sufficient  project  acquisition  opportunities,  or be able to create
and/or maintain a demand for the products and/or services of them.

OUR PRODUCTS MAY NOT BE  COMMERCIALLY  ACCEPTED WHICH WILL ADVERSELY  AFFECT OUR
REVENUES AND PROFITABILITY.


                                       14
<PAGE>


         Our ability to enter into the direct to home viewing market,  establish
brand recognition and compete effectively  depends upon many factors,  including
commercial  acceptance  of our  products.  If our products are not  commercially
accepted,  we will not  recognize  meaningful  revenue  and may not  continue to
operate. The success of our products will depend in large part on our ability to
purchase  advertising in order to generate sales. The commercial  success of our
products  also depends  upon the market to prefer  recordings  of our  projects,
rather  than  delivery  through  electronic  means,  all of which can change and
cannot be  predicted  with  certainty.  We are  attempting  to  develop  several
programs for possible  film or direct to home  viewing  distribution.  We cannot
assure you that our new products will achieve market acceptance or will generate
significant revenue.

OUR OUTSTANDING OPTIONS AND WARRANTS MAY DILUTE OUR SHAREHOLDERS' INTERESTS.

         As of December 31, 2005, we have not granted any options or warrants to
purchase shares of our common stock that have not been exercised.

THE  COMPETITIVE  MARKET IN WHICH WE OPERATE MAKES IT VERY  DIFFICULT TO DEVELOP
PROJECTS THAT ARE OF INTEREST TO US.

         We  operate  in a  rapidly  changing  and  growing  industry,  which is
characterized  by  vigorous  competition  from both  established  companies  and
start-up companies. The market for our services is extremely competitive both as
to price and opportunities.

OUR STOCK PRICE IS VOLATILE.

         Our  revenues  and  operating  results in any  particular  quarter  may
fluctuate  as a result  of a number of  factors,  including  competition  in the
markets  in which we  operate,  delays in  acquiring  new core  businesses,  the
current  economic  conditions as well as the  performance  of the  entertainment
industries as discussed above. Our future  operating  results will depend,  to a
large extent,  on our ability to anticipate and successfully  react to these and
other factors and  successfully  implementing  our growth  strategy.  Failure to
anticipate and  successfully  overcome  these and other factors could  adversely
affect our business, financial condition and results of operations.

         In addition,  the trading price of our common stock  fluctuates  widely
and in the  future  may be  subject  to  similar  fluctuations  in  response  to
quarter-to-quarter  variations in our operating results. In addition,  in recent
years,  broad stock market indices,  in general,  have  experienced  substantial
price  fluctuations.  These broad market  fluctuations also may adversely affect
the future trading price of our common stock.

OUR STOCK HISTORICALLY HAS BEEN THINLY TRADED.  THEREFORE,  SHAREHOLDERS MAY NOT
BE ABLE TO SELL THEIR SHARES FREELY.

         The  volume  of  trading  in our  common  stock  historically  has been
relatively light and a limited market  presently exists for the shares.  We have
no analyst  coverage of our  securities.  The lack of analyst  reports about our
stock may make it difficult  for  potential  investors to make  decisions  about
whether to purchase  our stock and may make it less likely that  investors  will
purchase our stock.  We cannot assure you that our trading volume will increase,
or that our historically  light trading volume or any trading volume  whatsoever
will be  sustained  in the  future.  Therefore,  we cannot  assure  you that our
shareholders  will be able to sell their  shares of our common stock at the time
or at the price that they desire, or at all.


                                       15
<PAGE>


FAILURE TO PROTECT OUR  INTELLECTUAL  PROPERTY MAY ADVERSE  IMPACT OUR FINANCIAL
RESULTS.

         We may  acquire  interests  in various  television  or movie  concepts,
program pilots and other proprietary  rights in the  entertainment  field. If we
are unable to protect these proprietary  rights,  the value of such rights could
be impaired and we could lose profit potential. We regard our trademarks,  trade
secrets and similar intellectual property as valuable to our business,  and rely
on trademark and copyright  law,  trade secret  protection  and  confidentiality
and/or license agreements with our employees, partners and others to protect its
proprietary rights. There can be no assurance that the steps taken by us will be
adequate  to  prevent   misappropriation  or  infringement  of  our  proprietary
property.  We currently  have one of our trademarks  registered  with the United
States Patent and Trademark Office.

POTENTIAL  ANTI-TAKEOVER  TACTICS THROUGH ISSUANCE OF PREFERRED STOCK RIGHTS MAY
BE DETRIMENTAL TO COMMON SHAREHOLDERS.

         We are authorized to issue up to 5,000,000  shares of preferred  stock,
of which none  currently are issued and  outstanding.  The issuance of preferred
stock does not require  approval by the  shareholders  of our common stock.  Our
Board of Directors,  in its sole  discretion,  has the power to issue  preferred
stock in one or more series and  establish the dividend  rates and  preferences,
liquidation  preferences,  voting rights,  redemption  and conversion  terms and
conditions and any other  relative  rights and  preferences  with respect to any
series of  preferred  stock.  Holders of  preferred  stock may have the right to
receive dividends,  certain  preferences in liquidation and conversion and other
rights,  any of which rights and preferences may operate to the detriment of the
shareholders of our common stock.  Further,  the issuance of any preferred stock
having rights  superior to those of our common stock may result in a decrease in
the market  price of the common  stock and,  additionally,  could be used by our
Board of Directors as an anti-takeover  measure or device to prevent a change in
our control.

ITEM 7.  FINANCIAL STATEMENTS

         Our financial  statements  and related notes are set forth at pages F-1
through F-18.

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

         None.

ITEM 8A. CONTROLS AND PROCEDURES

         As of the  end of the  period  covered  by our  Annual  Report  on Form
10-KSB,  we  carried  out an  evaluation,  under  the  supervision  and with the
participation of our chief executive officer and acting chief financial officer,
of the effectiveness of the design and operation of our disclosure  controls and
procedures.  Based on this  evaluation,  our chief executive  officer and acting
chief financial  officer  concluded that our disclosure  controls and procedures
are  effective  in timely  alerting him to material  information  required to be
included in our periodic SEC reports.


                                       16
<PAGE>


         In accordance with SEC  requirements,  our chief executive  officer and
acting  chief  financial  officer  note that,  since the date of the most recent
evaluation of our  disclosure  controls and procedures to the date of our Annual
Report on Form 10-KSB,  there have been no  significant  changes in our internal
controls over financial  reporting  identified in connection with the evaluation
that  occurred  during  the last  quarter  of fiscal  2003  that has  materially
affected,  or is  likely  to  materially  affect,  our  internal  controls  over
financial reporting.

         Our management,  including our chief executive officer and acting chief
financial officer,  does not expect that our disclosure controls or our internal
controls will prevent all error and all fraud. A control  system,  no matter how
well  conceived  and  operated,  can  provide  only  reasonable,  not  absolute,
assurance that the objectives of the control system are met. Further, the design
of a control  system must reflect the fact that there are resource  constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent  limitations in all control  systems,  no evaluation of controls
can provide  absolute  assurance that all control issues and instances of fraud,
if any,  within our  company  have been  detected.  These  inherent  limitations
include the realities that judgments in  decision-making  can be faulty and that
breakdowns  can occur  because  of  simple  errors  or  mistakes.  Additionally,
controls  can be  circumvented  by the  individual  acts  of  some  persons,  by
collusion of two or more people or by  management  override of the control.  The
design of any system of controls also is partially based on certain  assumptions
about the likelihood of future events,  and we cannot assure you that any design
will  succeed  in  achieving  its  stated  goals  under  all  potential   future
conditions.  Over time,  controls  may become  inadequate  because of changes in
conditions,  or the degree of  compliance  with the policies or  procedures  may
deteriorate.  Because of the inherent  limitations in a  cost-effective  control
system, misstatements due to error or fraud may occur and not be detected.

ITEM 8B. OTHER INFORMATION.

         None.

PART III

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

         Directors, Executive Officers and Key Employees

         Set forth below are the names, ages,  positions and business experience
of our directors and executive officers as of May 16, 2006.

NAME                 AGE       POSITION
----                 ---       --------
Ali Moussavi         35        Chief Executive Officer,  President, Acting Chief
                               Financial Officer and Chairman of the Board of
                               Directors

Chris Briggs         35        Director


                                       17
<PAGE>


         All  directors  hold  office  until  the  next  annual  meeting  of our
shareholders and until their successors have been elected and qualify.  Officers
serve at the pleasure of the board of directors.

BUSINESS EXPERIENCE

         CHRISTOPHER  BRIGGS.  Mr. Briggs was appointed as the Company's CEO and
CFO on June 30, 2003. He resigned from those  positions as of June 30, 2005, but
he remains a Director of the Company.  From April 2002 to June 2003,  Mr. Briggs
managed the Company's office in Montreal,  Canada. Prior to joining the Company,
Mr. Briggs was employed for over four years as a development executive with Next
Entertainment, a TV production company.

         ALI  MOUSSAVI.  Mr.  Moussavi has been a Director of the Company  since
April 17, 2001 and Secretary since May 10, 2002. On June 23, 2005, he became the
Company's CEO and acting CFO. He has been a Managing Partner at Astor Capital, a
specialty  investment  banking  boutique and asset  management firm, since 1998.
Astor Capital serves corporate clients,  in particular  emerging and high growth
companies, as well as asset management clients,  including institutions,  mutual
funds,  banks,  and select high net worth  individuals  and family trusts.  As a
Managing Partner, Mr. Moussavi is active in overseeing all aspects of the firm's
business.  Mr.  Moussavi is the Vice  President of Global  Strategy at Universal
Detection  Technology,  Inc. and is a member of the board of directors of Riddle
Records, Inc. Mr. Moussavi holds a BA from New York University.

BOARD COMMITTEES

         We  currently  do not have a  standing  Audit  Committee,  Compensation
Committee, or Nominating Committee.  Our entire Board of Directors serves as our
Audit Committee,  Compensation Committee, and Nominating Committee. We currently
do not have a financial expert within the meaning of the applicable SEC rules as
management  does not believe one is necessary in light of the Company's  current
stage of product development.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires our executive officers and directors, and persons who own more than ten
percent of our common stock, to file with the Securities and Exchange Commission
initial reports of ownership, and reports of changes in ownership, of our common
stock and other equity  securities of ours.  Executive  officers,  directors and
greater than ten percent shareholders are required by SEC regulations to furnish
us with copies of all Section 16(a)  reports that they file.  To our  knowledge,
based  solely on a review of the  copies of the  reports  furnished  to us,  and
representations  from our executive officers and directors that no other reports
were  required  during the fiscal year ended  December 31, 2005,  we believe our
executive officers,  directors and greater than ten percent  shareholders of our
common stock, complied with all Section 16(a) filing requirements  applicable to
them.


                                       18
<PAGE>


CODE OF BUSINESS CONDUCT AND ETHICS

         We have adopted a Code of Business Conduct and Ethics which is designed
to set the  standards  of  business  conduct and ethics and help  directors  and
employees  resolve  ethical  issues.  The  Code  applies  to all  directors  and
employees, including the Chief Executive Officer and Chief Financial Officer and
other persons performing  similar  functions.  The Code covers topics including,
but not limited to, conflicts of interest,  confidentiality of information, fair
dealing with customers, supplies and competitors, and compliance with applicable
laws,  rules  and  regulations.  The  purpose  of the Code is to  ensure  to the
greatest possible extent that our business is conducted in a consistently  legal
and  ethical  manner.  A copy of the Code is an exhibit to this  Annual  Report,
incorporated by reference from our Annual Report for the year ended December 31,
2003. Upon written  request to the Company,  we will provide a copy of this Code
free of charge.

ITEM 10. EXECUTIVE COMPENSATION

         EXECUTIVE COMPENSATION

         The following table sets forth information  concerning the compensation
for services in all  capacities  rendered to us for the three fiscal years ended
December  31,  2005,  of our Chief  Executive  Officer  and our other  executive
officers whose annual  compensation  exceeded  $100,000 in the fiscal year ended
December 31,  2005,  if any. We refer to the Chief  Executive  Officer and these
other officers as the named executive officers.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                           LONG-TERM
                                                                      COMPENSATION AWARDS
                                                                    ------------------------
                                         ANNUAL COMPENSATION        RESTRICTED    SECURITIES
                                       ------------------------       STOCK       UNDERLYING
NAME AND PRINCIPAL POSITION            YEAR     SALARY    BONUS       AWARDS       OPTIONS
------------------------------------   ----     ------    -----     ----------    ----------
<S>                                    <C>       <C>        <C>       <C>            <C>
   Ali Moussavi (1)                    2005      $0         $0        --             --
   President, Chief Executive          2004      $0         $0                       --
   Officer, Acting CFO and             2003      --         --        --             --
   Chairman of the Board
   Christopher Briggs (1)              2005      $0         $0        --             --
   President, Former Chief Executive   2004      $0         $0                       --
   Officer, Acting CFO and             2003      --         --        100,000        --
   Chairman of the Board
</TABLE>

 (1) Mr. Briggs was our Chief Executive Officer as of June 30, 2003. He resigned
     as CEO and CFO  effective  June 30,  2005.  He  remains a  Director  of the
     Company. Mr. Moussavi became our CEO and acting CFO on June 23, 2005.

OPTION GRANTS IN FISCAL 2005

         We did not grant  any stock  options  during  fiscal  2005 to our named
executive officer.


                                       19
<PAGE>


AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR

AND FISCAL YEAR-END OPTION VALUES

                  The  following  table  sets  forth,  for  each  of  the  named
executive officers,  certain information regarding the exercise of stock options
during  fiscal  2005,  the  number of shares of common  stock  underlying  stock
options held at fiscal year-end and the value of options held at fiscal year-end
based upon the last reported sales price of the common stock on the OTC Bulletin
Board on December 31, 2005 ($0.09 per share).

<TABLE>
<CAPTION>
                                           NUMBER OF SECURITIES
                                                UNDERLYING                 VALUE OF UNEXERCISED
                                           UNEXERCISED OPTIONS AT        IN-THE-MONEY OPTIONS AT
               SHARES                        DECEMBER 31, 2005              DECEMBER 31, 2005
              ACQUIRED        VALUE     ---------------------------    ----------------------------
NAME         ON EXERCISE    REALIZED    EXERCISABLE   UNEXERCISABLE    EXERCISABLE    UNEXERCISABLE
--------     -----------    --------    -----------   -------------    -----------    -------------
<S>              <C>           <C>           <C>            <C>             <C>            <C>
Ali              --            --            --             --              --             --
Moussavi
</TABLE>


COMPENSATION OF DIRECTORS

         During fiscal 2005, our directors did not receive compensation pursuant
to any standard  arrangement for their services as directors.  When requested by
us to attend Board meetings in person,  it is our policy to reimburse  directors
for reasonable  travel and lodging  expenses  incurred in attending  these Board
meetings.

EMPLOYMENT AGREEMENTS

         We have a letter agreement with Christopher  Briggs,  effective June 30
2003, pursuant to which he served as our Chief Executive Officer, President, and
Director  until  June 30,  2005.  Mr.  Briggs  received  100,000  shares  of the
Company's  restricted  common  stock upon  execution  of the  agreement  and was
eligible for future  issuances of the Company's  common stock as compensation as
may be awarded  from time to time by the  disinterested  Directors on the Board.
Mr.  Briggs is  currently  a  Director,  but holds no other  positions  with the
Company.

ITEM 11. SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT  AND
         RELATED STOCKHOLDER MATTERS

         The following table sets forth information as of May 16, 2006, relating
to the ownership of our common  stock,  by (i) each person known by us to be the
beneficial  owner of more than five  percent  of the  outstanding  shares of our
common stock,  (ii) each of our directors and nominees,  (iii) each of our named
executive  officers and (iv) all of our  executive  officers and  directors as a
group.  Except as may be indicated in the  footnotes to the table and subject to
applicable  community  property  laws,  each  person  has the  sole  voting  and
investment power with respect to the shares owned.


                                       20
<PAGE>


                                            NUMBER OF
                                            SHARES OF
                                           COMMON STOCK
                                           BENEFICIALLY              PERCENT OF
NAME AND ADDRESS                             OWNED (1)                 CLASS (1)
--------------------------------          --------------            ------------
Christopher Briggs                              100,000                  0.2%
616 Milwood Ave.
Venice, CA  90921
Ali Moussavi                                          0                  0.0%
7800 Oceanus Ave
Los Angeles, CA  90046
Astor Capital, Inc.                           2,289,987                  6.0%
9595Wilshire Blvd. #700
Beverly Hills, CA 90212
Chris Mehringer                               3,170,746                  8.3%
10 NW 35th Street
Miami, FL  33127
Britannica Associates Limited                11,125,477                 29.0%
Omar Hodge Blvd., Third Floor
Road Town, Tortola
British Virgin Islands
Delta Capital Partners, Ltd.                  3,523,052                  9.2%
60 Market Square, #364
Belize City, Belize
Dana O'Connor                                 3,170,746                  8.3%
570  N. Rossmore, #7112
Los Angeles, CA  90004
Directors and executive officers
   as a group (2 persons)                       100,000                  0.2%

(1)      Under Rule 13d-3 under the Exchange Act,  certain  shares may be deemed
         to be  beneficially  owned by more than one person  (if,  for  example,
         persons share the power to vote or the power to dispose of the shares).
         In addition,  shares are deemed to be beneficially owned by a person if
         the person  has the right to acquire  the  shares  (for  example,  upon
         exercise  of an  option)  within  60 days of the date as of  which  the
         information is provided.  In computing the percentage  ownership of any
         person,  the  amount of shares  outstanding  is deemed to  include  the
         amount  of  shares  beneficially  owned by that  person  (and only that
         person)  by  reason  of these  acquisition  rights.  As a  result,  the
         percentage of  outstanding  shares of any person as shown in this table
         does not necessarily reflect the person's actual ownership with respect
         to the number of shares of our common stock actually outstanding at May
         16, 2006.


EQUITY COMPENSATION PLANS

                  As  of  May  16,   2006,   we  have  not  adopted  any  equity
compensation plans.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On October 1, 2002, we engaged Astor Capital as its  investment  banker
and advisory services  consultant  pursuant to a written  agreement.  Astor is a
California  corporation  of which Ali  Moussavi,  the  Company'sChief  Executive
Officer and Director,  is the  Manager/Partner  and 50% owner. During June 2003,
the  agreement  with Astor was amended and extended  through June 2004.  The new
agreement  called  for  monthly  payments  of $25,000  to Astor in  addition  to
payments of 10% of all debt and equity raised.  For the years ended December 31,
2005 and 2004, we paid $0 and $139,423 to Astor for consulting  fees, loan fees,
and  placement  fees.  The  Agreement  with Astor  Capital was  terminated as of
January 12, 2005.


                                       21
<PAGE>


         See "Employment  Agreements" for a summary of our employment  agreement
with our President and Chief Executive Officer.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         (a)      EXHIBITS

                  The exhibits  listed in the Exhibit  Index located at Page E-1
are filed pursuant to Item 13(a) of this Report.

         (b)      REPORTS ON FORM 8-K

                  None.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

         The Board of Directors  approved the engagement of AJ.  Robbins,  PC as
our independent auditors through the year ended December 31, 2005.

AUDIT FEES

         The  aggregate  fees billed by AJ.  Robbins for the audit and review of
our annual  financial  statements and services that are normally  provided by an
accountant in connection  with statutory and  regulatory  filings or engagements
for the fiscal  years  ended  December  31,  2005 and 2004,  were  approximately
$57,480 and $31,000, respectively.

AUDIT-RELATED FEES

         The aggregate fees billed by AJ. Robbins,  PC for assurance and related
services rendered by AJ. Robbins that are reasonably  related to the performance
of the audit or review of our  financial  statements  for the fiscal years ended
December 31, 2005 and 2004, were approximately $0 and $0, respectively.

TAX FEES

         The aggregate fees billed by AJ. Robbins, PC for professional  services
rendered  for tax  compliance,  tax advice and tax planning for the fiscal years
ended  December  31,  2005 and  2004,  were  approximately  $6,438  and  $22,000
respectively.

ALL OTHER FEES

         No other fees were billed by AJ. Robbins, PC for the fiscal years ended
December 31, 2005 and 2004.

         Prior to  engagement,  the Board  pre-approved  all non-audit  services
performed by the independent auditor.


                                       22
<PAGE>


                                   SIGNATURES

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

Date:  May 19,2006                NT MEDIA CORPORATION OF CALIFORNIA, INC.


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


POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below constitutes and appoints Ali Moussavi, his attorney-in-fact,  each
with the power of substitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this Annual Report on Form
10-KSB,  and to file the same,  with all exhibits  thereto and all  documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact  and agents,  full power and  authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby ratifying and confirming said attorney-in-fact and agents or any
of them, or his or their substitute or substitutes,  may lawfully do or cause to
be done by virtue hereof.

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



Date: May 19, 2006                  /s/ Christopher Briggs
                                    --------------------------------------------
                                    Christopher Briggs, Director





Date:  May 19, 2006                 /s/ Ali Moussavi
                                    --------------------------------------------
                                    Ali Moussavi, President, Chief Executive
                                    Officer, Chief Accounting Officer, Acting
                                    Chief Financial Officer and Director


                                       23
<PAGE>


EXHIBIT INDEX


ITEM NUMBER     FOOTNOTE   DESCRIPTION
-----------     --------   -----------

Exhibit 2.1     (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    (3)        Executive Employment Agreement with Chris Mehringer.
Exhibit 10.2    (3)        Office Lease.
Exhibit 10.3    (5)        Operating Agreement between NT Media Corp. of CA and
                           SU Productions, LLC dated April 9, 2004.
Exhibit 14.1    (4)        Code of Business Conduct and Ethics of Registrant.
Exhibit 21.1               List of Subsidiaries of Registrant.
Exhibit 31.1               Certification of Principal Executive and Financial
                           Officer pursuant to Section 302 of the Sarbanes-Oxley
                           Act of 2002.
Exhibit 32.1               Certification of Principal Executive and Financial
                           Officer pursuant to Section 906 of the Sarbanes-Oxley
                           Act of 2002.


(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 Form 10-KSB
         filed on April 9, 2002.

(4)      Incorporated by reference to exhibits  previously  filed on Form 10-KSB
         filed on April 14,  2004.

(5)      Incorporated by reference to exhibits  previously  filed on Form 10-KSB
         filed on May 20, 2005.


                                       24
<PAGE>



               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

                                    CONTENTS

                                                                            PAGE
                                                                            ----

 Report of Independent Registered Public Accounting Firm                     F-1

 Consolidated Financial Statements:

      Consolidated Balance Sheet as of December 31, 2005                     F-2

      Consolidated Statements of Operations for the years ended
         December 31, 2005 and 2004 and for the period from
         June 4, 1999 (inception) to December 31, 2005                       F-3

      Consolidated Statements of Stockholders' Deficit for the
         years ended December 31, 2005 and 2004 and for the
         period from June 4, 1999 (inception) to December 31, 2005           F-4

      Consolidated Statements of Cash Flows for the years ended
         December 31, 2005 and 2004 and for the period from
         June 4, 1999 (inception) to December 31, 2005                       F-5

      Notes to Consolidated Financial Statements                             F-6


<PAGE>


                                AJ. ROBBINS, P.C.
                              216 SIXTEENTH STREET
                                    SUITE 600
                             DENVER, COLORADO 80202

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
NT Media Corp. of California, Inc.
Los Angeles, California

We have audited the accompanying consolidated balance sheet of NT Media Corp. of
California,  Inc. and Subsidiaries (a development  stage company) as of December
31, 2005,  and the related  consolidated  statements of  operations,  changes in
stockholders'  deficit, and cash flows for the years ended December 31, 2005 and
2004.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted  our audits in  accordance  with  standards  of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated financial position of NT Media Corp. of
California,  Inc. and Subsidiaries as of December, 31 2005, and the consolidated
results of its  operations  and its cash flows for the years ended  December 31,
2005 and 2004 in conformity with generally accepted accounting principles in the
United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial statements,  the Company has suffered recurring losses from operations
and has a net  capital  deficiency  that  raises  substantial  doubt  about  the
entity's ability to continue as a going concern. Management's plans in regard to
these  matters are also  described in Note 2. The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.

AJ. ROBBINS, P.C.
CERTIFIED PUBLIC ACCOUNTANTS

Denver, Colorado
May 11, 2006


                                      F-1
<PAGE>


               NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARIES

                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET


                                                                    DECEMBER 31,
                                                                        2005
                                                                    -----------

ASSETS

CURRENT ASSETS
   Cash and cash equivalents ....................................   $       947
   Inventory ....................................................        24,820
   Due from related parties .....................................        35,383
   Interest receivable, related party ...........................        19,986
                                                                    -----------
TOTAL CURRENT ASSETS ............................................        81,136

CAPITALIZED FILM COSTS, net .....................................        33,792

EQUIPMENT, net of accumulated depreciation of $11,784 ...........          --

                                                                    -----------
TOTAL ASSETS ....................................................   $   114,928
                                                                    ===========


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
   Accounts payable .............................................   $   187,003
   Accrued liabilities ..........................................       240,558
   Accrued liabilities to related parties .......................       485,052
   Notes payable ................................................       685,000
   Notes payable related party ..................................        37,651
   Current portion of convertible notes payable .................       208,100
   Current portion of convertible notes payable, related party ..       601,000
   Accrued litigation settlement ................................       100,000
                                                                    -----------
TOTAL CURRENT LIABILITIES .......................................     2,544,364

CONVERTIBLE NOTES PAYABLE, NET OF CURRENT PORTION ...............        79,100
CONVERTIBLE NOTES PAYABLE, RELATED PARTY, NET OF CURRENT PORTION         29,600
ACCRUED INTEREST, long term .....................................        17,046
ACCRUED INTEREST, RELATED PARTY, long term ......................        27,668
                                                                    -----------
TOTAL LIABILITIES ...............................................     2,697,778
                                                                    -----------

MINORITY INTEREST ...............................................          --

COMMITMENTS AND CONTINGENCIES ...................................          --

STOCKHOLDERS' DEFICIT
   Preferred stock, $0.001 par value, 5,000,000 shares
      authorized; 0 shares issued and outstanding ...............          --
   Common stock; $0.001 par value; 100,000,000 shares
      authorized; 38,503,500 shares issued and outstanding ......        38,504
   Additional paid-in capital ...................................     1,915,552
   Common stock subscription receivable .........................       (69,482)
   Deficit accumulated during the development stage .............    (4,467,424)
                                                                    -----------
TOTAL STOCKHOLDERS' DEFICIT .....................................    (2,582,850)
                                                                    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT .....................   $   114,928
                                                                    ===========


                                      F-2
<PAGE>


<TABLE>
               NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARIES

                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<CAPTION>
                                                                     CUMULATIVE FROM
                                               YEAR ENDED              JUNE 4, 1999
                                       ----------------------------  (INCEPTION) TO
                                       DECEMBER 31,    DECEMBER 31,    December 31,
                                           2005            2004            2005
                                       ------------    ------------    ------------
<S>                                    <C>             <C>             <C>
REVENUE ............................   $        276    $     62,132    $    385,997
                                       ------------    ------------    ------------

COSTS AND EXPENSES
     General and administrative ....        190,887         893,614       3,806,401
     Depreciation and amortization .            910           3,565         132,077
     Impairment of film costs ......         71,654          51,000         122,654
     Loss on litigation settlement .           --              --           100,000
                                       ------------    ------------    ------------
TOTAL COSTS AND EXPENSES ...........        263,451         948,179       4,161,132
                                       ------------    ------------    ------------

LOSS FROM OPERATIONS ...............       (263,175)       (886,047)     (3,775,135)

OTHER INCOME (EXPENSE)
     Interest income, related party           4,168           4,168          21,070
     Interest expense ..............        (93,374)        (64,515)       (167,141)
     Interest expense, related party        (39,219)        (39,778)       (255,709)
     Loan fees .....................       (136,417)       (474,583)       (616,000)
     Debt forgiven .................           --              --           290,595
     Legal fees forgiven ...........           --              --            12,296

                                       ------------    ------------    ------------
TOTAL OTHER INCOME (EXPENSE) .......       (264,842)       (574,708)       (714,889)
                                       ------------    ------------    ------------

NET (LOSS) BEFORE MINORITY INTEREST
AND PROVISION FOR INCOME TAXES .....       (528,017)     (1,460,755)     (4,490,024)

MINORITY INTEREST ..................         19,994          13,006          33,000

NET (LOSS)  BEFORE PROVISION
     FOR INCOME TAXES ..............       (508,023)     (1,447,749)     (4,457,024)


PROVISION FOR INCOME TAXES .........          1,600            --            10,400
                                       ------------    ------------    ------------

NET (LOSS) .........................   $   (509,623)   $ (1,447,749)   $ (4,467,424)
                                       ============    ============    ============

NET (LOSS) PER SHARE:

     BASIC AND DILUTED .............   $      (0.01)   $      (0.04)
                                       ============    ============

WEIGHTED AVERAGE SHARES OUTSTANDING:
     BASIC AND DILUTED .............     38,402,241      37,615,452
                                       ============    ============
</TABLE>


                                      F-3
<PAGE>


<TABLE>
               NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARIES

                          (A DEVELOPMENT STAGE COMPANY)
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
        FOR THE PERIOD FROM JUNE 4, 1999 (INCEPTION) TO DECEMBER 31, 2005

<CAPTION>


                                                                       Common stock          Additional
                                                                 -------------------------     paid-in
                                                                   Shares         Amount       capital
                                                                 -----------   -----------   -----------
<S>                                                               <C>          <C>           <C>
Balance at June 4, 1999 (inception) ..........................          --     $      --     $      --

Stock sales - June 4, 1999 at $0.003 per share ...............     6,341,492         6,341        13,659
Stock sales - August 25, 1999 at $0.011 per share ............     2,289,983         2,290        22,710
Stock sales - October 12, 1999 at $0.022 per share ...........     8,987,424         8,988       191,012
Net loss for the period from June 4, 1999 (inception)
   to December 31, 1999 ......................................          --            --            --
                                                                 -----------   -----------   -----------

Balance at December 31, 1999 .................................    17,618,899        17,619       227,381

Payment received on stock sale - February 1, 2000 ............          --            --            --
Stock sales - April 19, 2000 at $0.057 per share .............     4,403,792         4,404       245,596
Stock sales - May 5, 2000 at $0.159 per share ................     1,257,313         1,257       198,743
Net loss .....................................................          --            --            --
                                                                 -----------   -----------   -----------

Balance at December 31, 2000 .................................    23,280,004        23,280       671,720

Stock sales - April 4, 2001 at $0.097 per share ..............       719,996           720        68,762
Reorganization of NT Media - April 17, 2001 ..................     6,000,000         6,000        (6,000)
Issuance of stock options - August 30, 2001 ..................          --            --          19,500
Net loss .....................................................          --            --            --
                                                                 -----------   -----------   -----------

Balance at December 31, 2001 .................................    30,000,000        30,000       753,982

Net loss .....................................................          --            --            --
                                                                 -----------   -----------   -----------

Balance at December 31, 2002 .................................    30,000,000        30,000       753,982

Stock sales - various dates at $0.038 per share ..............       695,000           695        25,889
Stock sales - various dates at $0.053 per share ..............     4,120,000         4,120       212,181
Stock sales - various dates at $0.06 per share ...............       392,500           393        23,157
Stock sales - various dates at $0.068 per share ..............       350,000           350        23,275
Stock sales - various dates at $0.09 per share ...............       325,000           325        28,925
Stock sales - April 30, 2003 at $0.056 per share .............        91,500            91         5,056
Stock sales - May 1, 2003 at $0.071 per share ................        80,000            80         5,620
Stock sales - various dates at $0.075 per share ..............       350,000           350        25,900
Stock sales - May 8, 2003 at $0.083 per share ................        30,000            30         2,445
Stock sales - May 9, 2003 at $0.086 per share ................        80,000            80         6,820
Stock sales - May 7, 2003 at $0.094 per share ................        40,000            40         3,710
Stock sales - May 19, 2003 at $0.105 per share ...............        50,000            50         5,200
Stock sales - May 13 2003 at $0.12 per share .................        18,750            19         2,231
Stock sales - June 30, 2003 at $0.255 per share ..............        25,000            25         6,350
Offering costs ...............................................          --            --         (48,476)
Stock issued for services - July 2, 2003 at $0.25 per share ..       100,000           100        24,900
Net loss .....................................................          --            --            --
                                                                 -----------   -----------   -----------

Balance at December 31, 2003 .................................    36,747,750        36,748     1,107,165

Stock sales - February 3, 2004 at $0.036 per share ...........       356,666           357        12,417
Stock sales - April 23, 2004 at $0.15 per share ..............        20,000            20         2,980
Stock sales - April 27, 2004 at $0.17 per share ..............        25,000            25         4,225
Stock sales - May 26, 2004 at $0.14 per share ................        30,000            30         4,170
Stock sales - November 16, 2004 at $0.571 per share ..........        97,900            98        55,863
Stock sales - December 16, 2004 at $0.639 per share ..........        74,684            74        47,613
Offering costs ...............................................          --            --         (13,188)
Stock issued for loan fees - June 18, 2004 at $0.564 per share       750,000           750       422,250
Stock issued for services - July 2, 2004 at $0.90 per share ..       200,000           200       179,800
Stock issued for services - August 10, 2004 at $0.85 per share        10,000            10         8,490
Issuance of warrants for services - August 10, 2004 ..........          --            --          40,870
Net loss .....................................................          --            --            --
                                                                 -----------   -----------   -----------

Balance at December 31, 2004 .................................    38,312,000        38,312     1,872,655
                                                                 -----------   -----------   -----------


Stock sales - July 13, 2005 at $.25 per share ................       191,500           192        47,683
Offering costs ...............................................          --            --          (4,786)
Net loss .....................................................          --            --            --
                                                                 -----------   -----------   -----------

Balance at December 31, 2005 .................................    38,503,500   $    38,504   $ 1,915,552
                                                                 ===========   ===========   ===========


<CAPTION>
                                                                                   Deficit
                                                                   Common        accumulated
                                                                    Stock        during the
                                                                 Subscription    development
                                                                  Receivable        stage          Total
                                                                  -----------    -----------    -----------
<S>                                                               <C>            <C>            <C>
Balance at June 4, 1999 (inception) ..........................    $      --      $      --      $      --

Stock sales - June 4, 1999 at $0.003 per share ...............           --             --           20,000
Stock sales - August 25, 1999 at $0.011 per share ............           --             --           25,000
Stock sales - October 12, 1999 at $0.022 per share ...........        (10,000)          --          190,000
Net loss for the period from June 4, 1999 (inception)
   to December 31, 1999 ......................................           --          (65,583)       (65,583)
                                                                  -----------    -----------    -----------

Balance at December 31, 1999 .................................        (10,000)       (65,583)       169,417

Payment received on stock sale - February 1, 2000 ............         10,000           --           10,000
Stock sales - April 19, 2000 at $0.057 per share .............           --             --          250,000
Stock sales - May 5, 2000 at $0.159 per share ................           --             --          200,000
Net loss .....................................................           --         (810,463)      (810,463)
                                                                  -----------    -----------    -----------

Balance at December 31, 2000 .................................           --         (876,046)      (181,046)

Stock sales - April 4, 2001 at $0.097 per share ..............        (69,482)          --             --
Reorganization of NT Media - April 17, 2001 ..................           --             --             --
Issuance of stock options - August 30, 2001 ..................           --             --           19,500
Net loss .....................................................           --         (972,048)      (972,048)
                                                                  -----------    -----------    -----------

Balance at December 31, 2001 .................................        (69,482)    (1,848,094)    (1,133,594)

Net loss .....................................................           --         (354,279)      (354,279)
                                                                  -----------    -----------    -----------

Balance at December 31, 2002 .................................        (69,482)    (2,202,373)    (1,487,873)

Stock sales - various dates at $0.038 per share ..............           --             --           26,584
Stock sales - various dates at $0.053 per share ..............           --             --          216,301
Stock sales - various dates at $0.06 per share ...............           --             --           23,550
Stock sales - various dates at $0.068 per share ..............           --             --           23,625
Stock sales - various dates at $0.09 per share ...............           --             --           29,250
Stock sales - April 30, 2003 at $0.056 per share .............           --             --            5,147
Stock sales - May 1, 2003 at $0.071 per share ................           --             --            5,700
Stock sales - various dates at $0.075 per share ..............           --             --           26,250
Stock sales - May 8, 2003 at $0.083 per share ................           --             --            2,475
Stock sales - May 9, 2003 at $0.086 per share ................           --             --            6,900
Stock sales - May 7, 2003 at $0.094 per share ................           --             --            3,750
Stock sales - May 19, 2003 at $0.105 per share ...............           --             --            5,250
Stock sales - May 13 2003 at $0.12 per share .................           --             --            2,250
Stock sales - June 30, 2003 at $0.255 per share ..............           --             --            6,375
Offering costs ...............................................           --             --          (48,476)
Stock issued for services - July 2, 2003 at $0.25 per share ..           --             --           25,000
Net loss .....................................................           --         (307,679)      (307,679)
                                                                  -----------    -----------    -----------

Balance at December 31, 2003 .................................        (69,482)    (2,510,052)    (1,435,621)

Stock sales - February 3, 2004 at $0.036 per share ...........           --             --           12,774
Stock sales - April 23, 2004 at $0.15 per share ..............           --             --            3,000
Stock sales - April 27, 2004 at $0.17 per share ..............           --             --            4,250
Stock sales - May 26, 2004 at $0.14 per share ................           --             --            4,200
Stock sales - November 16, 2004 at $0.571 per share ..........           --             --           55,961
Stock sales - December 16, 2004 at $0.639 per share ..........           --             --           47,687
Offering costs ...............................................           --             --          (13,188)
Stock issued for loan fees - June 18, 2004 at $0.564 per share           --             --          423,000
Stock issued for services - July 2, 2004 at $0.90 per share ..           --             --          180,000
Stock issued for services - August 10, 2004 at $0.85 per share           --             --            8,500
Issuance of warrants for services - August 10, 2004 ..........           --             --           40,870
Net loss .....................................................           --       (1,447,749)    (1,447,749)
                                                                  -----------    -----------    -----------

Balance at December 31, 2004 .................................        (69,482)    (3,957,801)    (2,116,316)
                                                                  -----------    -----------    -----------


Stock sales - July 13, 2005 at $.25 per share ................           --             --           47,875
Offering costs ...............................................           --             --           (4,786)
Net loss .....................................................           --         (509,623)      (509,623)
                                                                  -----------    -----------    -----------

Balance at December 31, 2005 .................................    $   (69,482)   $(4,467,424)   $(2,582,850)
                                                                  ===========    ===========    ===========
</TABLE>


                                      F-4
<PAGE>


<TABLE>
               NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARIES

                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                                                           CUMULATIVE FROM
                                                                        YEAR ENDED           JUNE 4, 1999
                                                               --------------------------   INCEPTION) TO
                                                               DECEMBER 31,   DECEMBER 31,   December 31,
                                                                   2005          2004            2005
                                                               -----------    -----------    -----------
<S>                                                            <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net loss before minority interest ...................   $  (529,617)   $(1,460,755)   $(4,500,424)
       Adjustment to reconcile net loss to net cash
         used in operating activities:
         Depreciation and amortization expense .............           910          3,565        132,077
         Impairment loss ...................................        71,654         51,000        302,982
         Operating expenses paid by reducing note receivable          --             --           10,000
         Stock issued for services .........................          --          188,500        213,500
         Stock issued for loan fees ........................          --          423,000        423,000
         Stock options issued for services .................          --           40,870         60,370
         Legal fees forgiven ...............................          --             --          (12,296)
         Debts forgiven ....................................          --             --         (290,595)
       Changes in assets and liabilities:
         Interest receivable ...............................        (4,168)        (3,335)       (19,986)
         Inventory .........................................         1,715        (26,535)       (24,820)
         Prepaid expenses ..................................       106,061       (106,061)          --
         Other assets ......................................          --              200        (24,000)
         Litigation settlement .............................          --             --          100,000
         Accounts payable and accrued expenses .............       182,205        162,433        683,349
         Accrued expenses, related party ...................        51,515        153,538        469,298
                                                               -----------    -----------    -----------
Net cash (used in) operating activities ....................      (119,725)      (573,580)    (2,477,545)
                                                               -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Notes receivable from officer .......................          --             --          (45,048)
       Collection of notes receivable from officer .........          --             --           35,048
       Notes receivable, related parties ...................          --             --          (50,000)
       Collection of notes receivable, related parties .....          --             --           50,000
       Investment in property and equipment ................          --             --          (18,879)
       Investment in film costs ............................        (9,259)      (123,746)      (133,005)
       Investment in web site development costs ............          --             --         (292,968)
                                                               -----------    -----------    -----------
Net cash (used in) investing activities ....................        (9,259)      (123,746)      (454,852)
                                                               -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
       Proceeds from issuance of common stock ..............        47,875        127,872      1,254,154
       Proceeds from equity investment of minority int .....          --           33,000         33,000
       Payment of offering costs ...........................        (4,786)       (13,188)       (66,450)
       Proceeds from notes payable .........................        70,000        570,000        685,000
       Proceeds from note payable, related party ...........         4,000         36,500        216,842
       Payment of note payable, related party ..............          --          (53,412)      (107,002)
       Proceeds from issuance of convertible notes .........          --             --          917,800
                                                               -----------    -----------    -----------
Net cash provided by financing activities ..................       117,089        700,772      2,933,344
                                                               -----------    -----------    -----------

NET INCREASE (DECREASE) IN CASH AND
       CASH EQUIVALENTS ....................................       (11,895)         3,446            947

CASH AND CASH EQUIVALENTS,
       Beginning of period .................................        12,842          9,396           --
                                                               -----------    -----------    -----------
CASH AND CASH EQUIVALENTS,
       End of period .......................................   $       947    $    12,842    $       947
                                                               ===========    ===========    ===========

SUPPLEMENTAL DISCLOSURES OF
  CASH FLOW INFORMATION:
       Interest paid .......................................   $      --      $      --      $     1,911
                                                               ===========    ===========    ===========
       Income taxes paid ...................................   $     1,600    $      --      $     5,600
                                                               ===========    ===========    ===========
</TABLE>


                                      F-5
<PAGE>


               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


NOTE 1. NATURE OF BUSINESS

NT Media Corp. of California,  Inc. (formerly known as MVD, Inc.) ("NT Media" or
"the Company") was incorporated in the State of Delaware on April 12, 2000. From
April 12, 2000 through April 17, 2001, NT Media was doing business in Florida as
MVDIGITAL,  Inc.  Effective  April 17, 2001, in connection with a 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
shareholders  acquired 80% of the issued and outstanding  shares of NT Media and
eCast became a wholly owned subsidiary of NT Media.  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. On April 24, 2001, the
Company changed its name from MVD, Inc. to NT Media Corp. of California, Inc.

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.  However,  due to losses and
continued inability to generate significant revenue, 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 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.  The Company  began  looking for a
potential buyer 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.

The  Company is  pursuing  the  development  of  independent  feature  films and
production  of direct to home video  programs.  The Company  routinely  explores
opportunities  that are brought to it by various  creators and  producers in the
entertainment  industry.  If the  Company  determines  that a  project  could be
commercially  appealing,  it attempts to enter into partnership  agreements with
other entities in order to manage some of the financial risk. The Company is not
limited by the types of projects, but rather seeks projects that are financially
viable.  The Company  looks for  development  and  production  cycles  which are
relatively  shorter in nature.  The Company's  ability to develop any project is
principally dependent on its ability to raise capital to fund the project, which
is very difficult due to its current financial  condition and lack of history in
the market.  Accordingly,  the Company is very limited in its ability to develop
or produce  projects that it finds are  commercially  appealing and  financially
viable.


                                       F-6
<PAGE>


               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


During the third  quarter of 2004,  the Company  abandoned  its plan to complete
production  of project  entitled  "Rap Battle" due to the  additional  costs and
risks which would be incurred, as well as, its limited personnel resources. As a
result of this decision, the Company sold its interest in this project to Riddle
Records,  Inc., a related party, in exchange for the reimbursement of all of the
Company's  production costs incurred to date, which totaled $12,717.  The amount
is still outstanding as of December 31, 2005 and is past due.


During the third quarter of 2004, the Company  entered into an agreement with SU
Productions,  LLC to form a limited liability  corporation named SU Distribution
LLC  ("SUD").  SUD is owned 51% by the  Company and 49% by SU  Productions  LLC.
During the fourth quarter of 2004,  SUD completed  production of the first three
episodes  of  an  adult-themed  "direct  to  DVD"  program  entitled  "Strippers
Untamed."  Upon   completion  of  production,   SUD  began  test  marketing  and
distribution  efforts through the use of commercials and  infomercials.  SUD has
engaged a third party  telemarketing  company to receive and process all orders,
as well as, a third  party  fulfillment  company  to  complete  delivery  of the
orders. SUD manufactured an inventory of the project with a current retail value
of  approximately  $59,000.  During the first  part of 2005,  NT  continued  the
marketing and sales  efforts of an adult themed  direct to home viewing  series.
Through its subsidiary,  SU Distribution,  LLC, NT purchased advertising time on
television  for sales through  infomercials  as well as sales through a website.
The Company has now stopped all efforts to market this  product  through  direct
response  advertising due to the fact that it was unable to secure any desirable
media spots to air its  commercials.  At present the company is in  negotiations
with certain wholesale  distributors in Brazil to buy and distribute the product
at discounted prices.


NOTE 2. GOING CONCERN AND MANAGEMENT'S PLANS

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Company as a going concern. As of
and for the year ended December 31, 2005 the Company  incurred a significant net
loss, had an accumulated deficit and a working capital deficit. In addition, the
Company was in default on some of its debt  obligations.  These conditions raise
substantial  doubt as to the Company's  ability to continue as a going  concern.
These  consolidated  financial  statements do not include any  adjustments  that
might result from the outcome of this uncertainty.  These consolidated financial
statements do not include any  adjustments  relating to the  recoverability  and
classification  of recorded  asset  amounts,  or amounts and  classification  of
liabilities  that might be necessary should the Company be unable to continue as
a going concern.

In order for the Company to meet its financial obligations,  it will continue to
attempt to sell equity or incur debt,  although  there  cannot be any  assurance
that the Company will be successful in doing so. The


                                      F-7
<PAGE>


               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


Company's  marketing  efforts are now limited to selling  it's product in Brazil
and the company  anticipates  that the capital  generated  from by these efforts
combined with the Company's  financing  activities will be sufficient to provide
the Company with the ability to continue to exist.


NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 Statement of Financial
Accounting  Standards  (SFAS) No. 7,  "Accounting  and Reporting by  Development
Stage Enterprises." The Company's year end is December 31st.

Basis of Consolidation

The consolidated  financial  statements include the accounts of NT Media and its
wholly  owned  subsidiary,  eCast  and  its  51%  owned  subsidiary,  SUD .  All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

Minority Interest

The amount of  minority  interest  represents  the net  capital of the  minority
member of SU,  including  49% of the net loss of SUD not to exceed  the  capital
contributed  by the  minority  member.  The amount of loss during the year ended
December 31, 2005 attributable to the minority member which exceeded its capital
contribution was $18,933.

Cash and Cash Equivalents

Cash and cash  equivalents  consist  primarily of cash on deposit with  original
maturities of three months or less.

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  assets and  liabilities  and the reported  amounts of
revenues and expenses. Actual results could differ from those estimates.

Reclassifications

Certain  amounts  reported in the Company's  financial  statements  for the year
ended  December 31, 2004 have been  reclassified  to conform to the current year
presentation.


                                      F-8
<PAGE>


               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


Inventory

Inventory  consists of  videocassettes  and digital video disks  ("DVDs") of the
Company's  non-theatrical  production  and is  valued  at the  lower  of cost or
market; cost being determined by the first-in, first-out method.

Equipment and Depreciation

Equipment is recorded at cost. Expenditures for major additions and improvements
are capitalized and minor replacements,  maintenance, and repairs are charged to
expense as incurred.  When  equipment  is 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.  At  December  31,  2005,  equipment  consists of computer
equipment  with  estimated  useful  lives  of  five  years  and has  been  fully
depreciated.

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.

Revenue  from the sale or  licensing  of films is  recognized  upon  meeting all
recognition  requirements of SOP 00-2.  Revenue from the sale of  videocassettes
and digital  video  disks  ("DVDs") in the retail  market is  recognized  on the
"street date" when it is available for sale by the customer.

Capitalized Film Costs

Capitalized  film costs  consist  of  investments  in films  which  include  the
unamortized  costs of completed  films which have been  produced by the Company.
Capitalized  costs  include  all direct  production  and  financing  costs,  and
production overhead.

Costs   of   acquiring   and   producing   films   are   amortized   using   the
individual-film-forecast method, whereby these costs are amortized and
participation  and  residual  costs are accrued in the  proportion  that current
year's  revenue  bears to  management's  estimate  of  ultimate  revenue  at the
beginning of the current year expected to be recognized  from the  exploitation,
exhibition or sale of the films.

Ultimate  revenue  includes  estimates  over a period  not to  exceed  ten years
following the date of initial release.

Capitalized  film costs are stated at the lower of  amortized  cost or estimated
fair value on an individual film basis.  The valuation of investment in films is
reviewed on a  title-by-title  basis,  when an event or changes in circumstances
indicated that the fair value of a film is


                                      F-9
<PAGE>


               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


less than its unamortized  cost. The fair value of the film is determined  using
management's  future  revenue and cost  estimates.  Additional  amortization  is
recorded in the amount by which the unamortized  costs exceed the estimated fair
value of the film.  Estimates of future revenue involve measurement  uncertainty
and it is therefore possible that reductions in the carrying value of investment
in films may be  required as a  consequence  of changes in  management's  future
revenue estimates. In reviewing the ultimate revenue for the Company's films, it
was  determined  that there was an impairment of its  capitalized  film costs at
December  31,  2005 and the  Company  recorded  an  impairment  of film costs of
$71,654. Films in development include costs of acquiring film rights to original
screenplays and costs to adapt such projects.  Such costs are  capitalized  and,
upon commencement of production,  are transferred to production costs.  Projects
in development  are written off at the earlier of the date  determined not to be
recoverable  or when  abandoned,  or three  years  from the date of the  initial
investment.

Concentrations of Credit Risk

For the year ended  December  31,  2004,  revenue  received  from two  customers
accounted for 97% of the Company's  total  revenue.  Revenues for the year ended
December 31, 2005 were insignificant.

The  Company  maintains  all cash in bank  accounts,  which at times may  exceed
federally  insured  limits.  The  Company  has  not  experienced  a loss in such
accounts.

Income Taxes

The Company has adopted the  liability  method of  accounting  for income  taxes
pursuant  to  Statement  of  Financial   Accounting  Standard  (SFAS)  No.  109,
"Accounting  for Income  Taxes." 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  statements
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 not be
realized.

California law requires a minimum franchise tax of $800.


                                      F-10
<PAGE>


               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


Impairment of Long-Lived Assets

Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 144 ("SFAS No. 144"),  "Accounting  for the Impairment or Disposal
of Long-Lived  Assets." SFAS No. 144 retains the fundamental  provisions of SFAS
No. 121  "Accounting  for the  Impairment  of Long-Lived  Assets and  Long-Lived
Assets to be Disposed of" and expands the reporting of  discontinued  operations
to include all components of an entity with operations that can be distinguished
from the  rest of the  entity  and  that  will be  eliminated  from the  ongoing
operations of the entity in a disposal transaction.

The Company evaluates its long-lived assets by measuring the carrying amounts of
assets  against the estimated  undiscounted  future cash flows  associated  with
them.  At the time the carrying  value of such assets  exceeds the fair value of
such assets, impairment is recognized.

Stock Option Plan

The Company  accounts for its  stock-based  compensation in accordance with SFAS
No. 123R,  "Share-Based  Payment,  an Amendment of FASB  Statement No. 123." The
Company  recognizes in the statement of operations the grant- date fair value of
stock  options  and other  equity-based  compensation  issued to  employees  and
non-employees.  As of December 31, 2005, the Company does not have any qualified
or  non-qualified  stock option plans, nor did it grant any stock options during
the years ended December 31, 2005 and 2004.

Advertising Costs

Advertising  and sales  promotion  costs are expensed as  incurred.  Advertising
expenses  were  $12,358 and $14,556,  for the years ended  December 31, 2005 and
2004, respectively.

Earnings per Common Share

The Company  computes  earnings per common share in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings per Share" (SFAS No. 128). The
Statement requires dual presentation of basic and diluted EPS on the face of the
income statement for all entities with complex capital structures and requires a
reconciliation  of the numerator and denominator of the basic EPS computation to
the numerator and  denominator  of the diluted EPS  computation.  Basic loss per
share is computed by  dividing  loss  available  to common  shareholders  by the
weighted average number of common shares outstanding. The computation of diluted
loss per share is  similar to the basic  loss per share  computation  except the
denominator  is increased to include the number of additional  shares that would
have been  outstanding if the dilutive  potential common shares had been issued.
In  addition,  the  numerator is adjusted for any changes in income or loss that
would result from the assumed  conversions of those potential  shares.  However,
such  presentation is not required if the effect is  antidilutive.  Accordingly,
the diluted per share  amounts do not reflect the impact of warrants and options
or convertible debt outstanding for 0 and 60,000 shares at December 31, 2005 and
2004, respectively, because the effect of each is antidilutive.


                                      F-11
<PAGE>


               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


Recent Accounting Pronouncements

In February  2006,  FASB issued SFAS No.  155,  "Accounting  for Certain  Hybrid
Financial  Instruments".  SFAS  No.  155  amends  SFAS No 133,  "Accounting  for
Derivative  Instruments and Hedging  Activities",  and SFAS No. 140, "Accounting
for  Transfers  and  Servicing  of  Financial  Assets  and   Extinguishments  of
Liabilities".  SFAS No. 155,  permits  fair value  remeasurement  for any hybrid
financial  instrument that contains an embedded  derivative that otherwise would
require  bifurcation,  clarifies which  interest-only  strips and principal-only
strips are not  subject  to the  requirements  of SFAS No.  133,  establishes  a
requirement  to evaluate  interest in securitized  financial  assets to identify
interests  that  are  freestanding  derivatives  or that  are  hybrid  financial
instruments that contain an embedded derivative requiring bifurcation, clarifies
that concentrations of credit risk in the form of subordination are not embedded
derivatives,  and  amends  SFAS No.  140 to  eliminate  the  prohibition  on the
qualifying special-purpose entity from holding a derivative financial instrument
that pertains to a beneficial  interest other than another derivative  financial
instrument.  This statement is effective for all financial  instruments acquired
or issued  after the  beginning of the  Company's  first fiscal year that begins
after September 15, 2006.  Management believes that this statement will not have
a significant impact on the consolidated financial statements.

In March 2006 FASB  issued  SFAS 156  `Accounting  for  Servicing  of  Financial
Assets' this Statement  amends FASB Statement No. 140,  ACCOUNTING FOR TRANSFERS
AND  SERVICING OF FINANCIAL  ASSETS AND  EXTINGUISHMENTS  OF  LIABILITIES,  with
respect  to the  accounting  for  separately  recognized  servicing  assets  and
servicing liabilities. This Statement:

1.       Requires  an  entity  to  recognize  a  servicing  asset  or  servicing
         liability  each time it undertakes an obligation to service a financial
         asset by entering into a servicing contract.

2.       Requires  all  separately  recognized  servicing  assets and  servicing
         liabilities to be initially measured at fair value, if practicable.

3.       Permits  an  entity  to  choose  `Amortization  method'  or Fair  value
         measurement method' for each class of separately  recognized  servicing
         assets and servicing liabilities:

4.       At  its  initial  adoption,  permits  a  one-time  reclassification  of
         available-for-sale  securities  to trading  securities by entities with
         recognized   servicing  rights,   without  calling  into  question  the
         treatment of other  available-for-sale  securities under Statement 115,
         provided that the available-for-sale  securities are identified in some
         manner as offsetting the entity's  exposure to changes in fair value of
         servicing  assets or servicing  liabilities  that a servicer  elects to
         subsequently measure at fair value.


                                      F-12
<PAGE>


               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


5.       Requires  separate  presentation  of  servicing  assets  and  servicing
         liabilities  subsequently  measured at fair value in the  statement  of
         financial  position  and  additional  disclosures  for  all  separately
         recognized servicing assets and servicing liabilities.

This  Statement is effective as of the beginning of the  Company's  first fiscal
year that  begins  after  September  15,  2006.  Management  believes  that this
statement  will not have a  significant  impact  on the  consolidated  financial
statements.


NOTE 4. CAPITALIZED FILM COSTS


                                                            December 31,
                                                                2005
                                                             ---------
         Non-Theatrical Films Released .................     $ 106,003

         Accumlulated Amortization and impairment ......       (72,211)
                                                             ---------
                                                                33,792
                                                             =========

As of  December  31,  2005,  the  company  evaluated  whether  there had been an
impairment of capitalized film costs and recorded an impairment of film costs of
$71,654 and film  development  costs of $51,000 for the years ended December 31,
2005 and 2004  respectively.  The Company had  amortization of capitalized  film
costs in the amount of $100 and $457 in 2005 and 2004 respectively.


NOTE 5. EQUIPMENT

Equipment consists of the following at December 31, 2005:


     Computer equipment                                $    11,784

     Less accumulated depreciation                         (11,784)
                                                        -----------
                                                       $         0
                                                        ===========

Depreciation  expense for the years ended  December  31, 2005 and 2004 were $810
and $3,107, respectively.


NOTE 6. NOTES PAYABLE

On March 31, 2003, the Company  obtained a note payable in the amount of $15,000
at an  interest  rate  of 12% per  year.  Principal  and  interest  were  due on
September  30, 2003 or upon the Company  raising  additional  funds of more than
$100,000, whichever occurs first, and has been extended by mutual consent.


                                      F-13
<PAGE>


               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


On August 27, 2003, the Company obtained a note payable in the amount of $30,000
at an interest rate of 12%, due on November 1, 2003 or upon the Company  raising
additional funds of more than $75,000, and has been extended by mutual consent.
In  connection  with this loan,  the  Company  paid $3,000 of loan fees to Astor
Capital, Inc. ("Astor"), a related party entity which owns approximately 6.0% of
the Company's outstanding common stock and is a California  corporation of which
Ali Moussavi,  the Company's  President,  is the  Manager/Partner and 50% owner.
Effective interest, which includes loan fees, was 42%.

On March 22, 2004, the Company obtained a note payable in the amount of $100,000
with interest at the rate of 10% per year.  The note is due on March 22, 2005 or
upon the Company raising  additional  funds of $100,000,  whichever occurs first
and has been  extended by mutual  consent.  In  connection  with this loan,  the
Company  paid loan fees of  $10,000  to Astor.  The loan fee was  recorded  as a
prepaid expense and has been amortized over the one-year term of the loan.

On April 29, 2004, the Company obtained a note payable in the amount of $100,000
with interest at the rate of 12% per year.  The note was due on July 29, 2004 or
upon the Company raising  additional funds of $100,000,  whichever occurs first,
and has been  extended by mutual  consent.  In  connection  with this loan,  the
Company  paid loan fees of 300,000  shares of its common stock to the lender and
$10,000 to Astor. The shares were valued at the market price of the common stock
on April 29, 2004 of $0.12 per share, for a total of $36,000. The loan fees were
recorded as a prepaid expense and were amortized over the term of the loan.

On June 17, 2004, the Company  obtained a note payable in the amount of $120,000
with  interest at the rate of 12% per year.  The note was due on August 28, 2004
or upon the Company  raising  additional  funds of  $100,000,  whichever  occurs
first,  and was extended by mutual  consent.  In connection  with this loan, the
Company  paid loan fees of 300,000  shares of its common stock to the lender and
$12,000 to Astor. The shares were valued at the market price of the common stock
on June 17, 2004 of $0.84 per share, for a total of $252,000. The loan fees were
recorded as a prepaid expense and were amortized over the term of the loan.

On June 30, 2004, the Company  obtained a note payable in the amount of $200,000
with  interest at the rate of 10% per year.  The note was due on  September  17,
2004 or upon the Company raising additional funds of $100,000,  whichever occurs
first,  and has been extended by mutual  consent.  In connection with this loan,
the Company  paid loan fees of 150,000  shares of its common stock to the lender
and $20,000 to Astor.  The shares were valued at the market  price of the common
stock on June 30,  2004 of $0.90 per share,  for a total of  $135,000.  The loan
fees were recorded as a prepaid  expense and were amortized over the term of the
loan.

On July 22, 2004,  the Company  obtained a note payable in the amount of $50,000
with interest at the rate of 10% per year. The note is due on



                                      F-14
<PAGE>


               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


July 22, 2005 or upon the Company raising additional funds of $50,000, whichever
occurs first and has been extended by mutual  consent.  In connection  with this
loan,  the Company paid loan fees of $5,000 to Astor.  The loan fee was recorded
as a prepaid expense and has been amortized over the one-year term of the loan.

On March 22, 2005, the Company  obtained a note payable in the amount of $50,000
with interest at the rate of 10% per year. The note is due on or before June 30,
2006.

On  September  12,  2005,  the Company  obtained a note payable in the amount of
$20,000 with interest at the rate of 12% per year. The note was due on or before
October  31,  2005,  and has  been  verbally  extended  by  mutual  consent.  In
connection  with this note payable the company will issue 100,000  common shares
in payment of loan fees.


NOTE 7. CONVERTIBLE NOTES PAYABLE

As of December 31, 2005, the Company had $287,200 of 6% subordinated convertible
notes  outstanding to a shareholder who owned 9.2% of the issued and outstanding
stock of the Company as of  December  31,  2005.  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.  The notes
must be  converted  during 2006 and 2007 in the amounts of $208,100 and $79,100,
respectively.  $208,100 of these notes are classified as a current  liability at
December 31, 2005. The proceeds were primarily used for operating  activities as
well as for investing in Web site development.  Interest expense accrued for the
periods  ended  December  31,  2005  and  2004,  totaled  $17,232  and  $17,232,
respectively.  As of December 31, 2005,  interest  accrued on convertible  notes
totaled $84,403.

During 2005,  notes  totaling  $200,000  reached their five year maturity  date.
These notes were  extended for an  additional  period of one year under the same
terms and conditions.


NOTE 8. NOTES PAYABLE - RELATED PARTY

On February 26, 2004, the Company  borrowed $30,000 from the President and Chief
Executive  Officer of Universal  Detection  Technology (UDT). This President and
Chief  Executive  Officer is an affiliate of the Company's  President / Director
and a director of eCast.  The note  payable  bears  interest at a rate of 5% per
year and was due May 26, 2004 but was extended by mutual consent. $2,912 of this
note was repaid in 2004.


                                      F-15
<PAGE>


               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


On January 28 and  February  4, 2004,  the Company  borrowed  $2,000 and $4,000,
respectively  from  Astor.  The notes are  non-interest  bearing  and are due on
demand.  On November 17, 2005, the Company borrowed in the amount of $4,000 from
its President  having no stated interest rate. The note is due and payable on or
before November 17, 2006.


NOTE 9. CONVERTIBLE NOTES - RELATED PARTY

As of December 31, 2005, the Company had $630,600 of 6% subordinated convertible
notes  outstanding.  The notes are due to a related party who owned an aggregate
of 29% of the issued and  outstanding  stock of the Company as of  December  31,
2005.  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.  The notes must be  converted
during  2006 and 2007 in the  amounts of  $601,000  and  $29,600,  respectively.
$601,000 of these notes are  classified  as a current  liability at December 31,
2005. The proceeds were  primarily used for operating  activities as well as for
investing  in Web site  development.  Interest  expense  for the  periods  ended
December 31, 2005 and 2004 was $37,836 and $37,836, respectively. As of December
31, 2005, interest accrued on convertible notes totaled $184,259.

During 2005, convertible notes as described above totaling $210,000reached their
five year maturity date.  These notes were extended for an additional  period of
one year under the same terms and conditions.


NOTE 10. INCOME TAXES

The income tax  provision  (benefit)  for the years ended  December 31, 2005 and
2004  differs  from the  computed  expected  provision  (benefit) at the federal
statutory rate for the following reasons:

                                                             December 31,
                                                       ------------------------
                                                         2005            2004
                                                       ---------      ---------
Computed expected income tax provision
    (benefit) ....................................     $(194,000)     $(305,000)

Impairment of film costs .........................        28,000           --

Net operating loss carryforward increased ........       167,000        306,000

Non-deductible meals and entertainment ...........        (1,000)        (1,000)
                                                       ---------      ---------
Income tax provision (benefit) ...................     $    --        $    --
                                                       =========      =========


                                      F-16
<PAGE>


               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


The components of the deferred tax assets and  (liabilities)  as of December 31,
2005 were as follows:

Deferred tax assets:
  Net operating loss carryforward                        $ 1,331,000
  Less valuation allowance                                (1,331,000)
                                                         -----------
Net deferred tax liability                               $        --
                                                         ===========

The  components  of the deferred tax  (expense)  benefit were as follows for the
years ended December 31, 2005 and 2004:

                                           December 31,   December 31,
                                               2005          2004
                                          -------------   -----------
Increase in net operating loss
   carryforward                             $   167,000   $   306,000
Change in valuation allowance                  (167,000)     (306,000)
                                          -------------   -----------
Income tax provision (benefit)            $          --   $        --
                                          =============   ===========

As of  December  31,  2005,  the Company has net  operating  loss  carryforwards
available to offset future taxable income of approximately  $3,372,000  expiring
beginning in 2020.


NOTE 11. COMMITMENTS AND CONTINGENCIES

On June 15, 2003, the Company entered into a month-to-month  sublease  agreement
for its  office  facilities  with a monthly  rent of $750.  On March 1, 2004 the
monthly rent due under the sublease  agreement  was changed to a monthly rent of
$500. The agreement was terminated on December 31, 2005.

Rent  expense  was $6,000 and $6,555 for the years ended  December  31, 2005 and
2004, respectively.

On August 19, 2005, the Company entered into a consulting  agreement with Loyola
Financial Services. This agreement allows for cash payments totaling $250,000 or
equivalent  consideration  of  624,000  shares  of  stock  to be paid to  Loyola
Financial Services over the period of the agreement. As of December 31, 2005, no
services had been received under this agreement and,  accordingly,  no money has
been paid and no shares have been issued.

On October 14, 2005 the Company entered into a representation services agreement
with Endeavor Agency. Endeavor Agency will represent NT Media on an agency basis
and will be our agent with respect to the development,  sale,  acquisition,  and
exploitation  of media  and  entertainment  with  respect  to file,  television,
Digital  Media,   Video  game  design  and  related  matters,   and  such  other
entertainment and media matters as the Company may ask Endeavor Agency to handle
on our behalf.  The  agreement  provides that Endeavor will be entitled to a fee
equal to ten  percent  (10%) of all film  sales.  Other fees will be  negotiated
between the parties as projects are completed.


NOTE 12. STOCKHOLDERS' DEFICIT

On July 2, 2004,  the Company  entered into a consulting  agreement for investor
relations  and investor  communications  in the Middle East and in particular in
the  Persian  Gulf  region.  The term of the  agreement  was for one  year.  The
consultant  received  200,000  shares of the Company's  common stock,  valued at
$180,000,  the fair market  value of the shares on July 2, 2004,  as payment for
services.  The shares were  amortized  over the one-year term of the  consulting
agreement.


                                      F-17
<PAGE>


               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


On August 10,  2004,  the Company  entered  into an  agreement  for advisory and
consulting  services in  connection  with its  general  business  and  corporate
affairs matters. The agreement terminated on December 31, 2004. As compensation,
the consultant  received 10,000 shares of the Company's common stock,  valued at
$8,500,  the fair market value of the shares on August 10, 2004.  The consultant
was also granted an option to purchase  50,000  shares of the  Company's  common
stock at prices ranging from $1.00 to $2.00 per share.  The option was valued at
$40,870,  the fair  market  value  using the  Black-Scholes  model.  Significant
assumptions  were a volatility  of 250%,  risk free  interest  rate of 2.89% and
expected life of three years.  The shares and warrants were  amortized  over the
term of the consulting agreement.

During the year ended  December  31, 2004,  the Company  sold 604,250  shares of
common stock for $127,872.  The Company paid  offering  costs of $2,423 to Astor
and $10,765 to an unrelated  party. In addition,  during the year ended December
31, 2004, the Company issued 750,000 shares of common stock for loan fees valued
at  $423,000.  The shares were valued at the market price of the common stock on
the date of issuance.

During 2005, 191,500 shares were sold for gross proceeds of$47,875.  The Company
paid offering costs of $4,786 to an unrelated party resulting in net proceeds of
$43,089.

Stock Options

Presented below is a summary of stock option  activities for the two years ended
December 31, 2005:

                                                               Weighted
                                                               Average
                                               Stock           Exercise
                                              Options           Price
                                           -------------     -----------

Balance, December 31, 2003                       10,000       $   0.15

Exercised                                            --            --

Cancelled or expired                            (10,000)      $  0.15

Granted                                              --            --
                                            -------------
Balance, December 31, 2004                           --            --

Exercised                                            --            --

Cancelled or expired                                 --            --

Granted                                              --            --
                                            -------------
Balance, December 31, 2005                           --            --
                                            =============
Exercisable, December 31, 2005                       --            --
                                            =============


                                      F-18
<PAGE>


               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


NOTE 13. RELATED PARTY TRANSACTIONS

Astor Capital, Inc.

On October 1, 2002,  the  Company  engaged  Astor as its  investment  banker and
advisory  services  consultant.  During June 2003,  the agreement with Astor was
amended and extended  through June 2004.  The new  agreement  called for monthly
payments  of $25,000 to Astor in  addition  to  payments  of 10% of all debt and
equity raised. The agreement was terminated on January 12, 2005.

For the years ended December 31, 2005 and 2004, the Company paid $0 and $139,423
to Astor for consulting fees, loan fees, and placement fees.


NOTE 14. 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.

During 2002, the Company's  subsidiary settled a lawsuit with its prior landlord
in the amount of  $100,000.  As of  December  31,  2005 the  balance due for the
settlement  had not been paid and is  reflected  as a current  liability  in the
accompanying consolidated balance sheet.


NOTE 15. MINORITY INTEREST

Minority interest represents the minority members' 49% share of the equity of SU
Distributions, LLC. As of December 31, 2005, the minority member has contributed
$33,000 in equity to SU Distributions.  The accompanying  consolidated financial
statements  reflect a minority interest liability as of December 31, 2005 of $0.
The loss  allocated to the minority  interest in the  accompanying  statement of
operations was $19,994.


NOTE 16. SUBSEQUENT EVENTS

On March  24,  2006 the  Company  borrowed  $32,500  plus $100 loan fee from the
President  of the  Company.  The note payable is due March 24, 2007 and bears no
interest.

On May 2, 2006 the Company  borrowed  $100 and $1,020 from the  President of the
Company. Both of the notes are due August 2, 2006 and bear no interest.


                                      F-19