U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

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

For the Fiscal Year Ended                          Commission File Number
   December 31, 2003                                        0-31012

                    NT MEDIA CORPORATION OF CALIFORNIA, INC.

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

                          Principal Executive Offices:
                          8899 Beverly Blvd., Suite 624
                              Los Angeles, CA 90048
                            Telephone: (323) 445-4833

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

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

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

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

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  Registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [   ]

The issuer's revenues for its most recent fiscal year were $155,000

As of  March  30,  2004,  the  aggregate  value  of the  voting  stock  held  by
non-affiliates  of the  Registrant,  computed by reference to the average of the
bid and ask  price on such  date was  approximately  $1,105,152  based  upon the
average price of $0.08/share.





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As of March 30, 2004, the Registrant had outstanding 37,104,416 shares of common
stock ($.001 par value).

Transitional Small Business Disclosure Format:    Yes [   ]   No [X]

                       Documents Incorporated by Reference

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

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                                TABLE OF CONTENTS
                                                                         Page of
                                                                         Report
                                                                         ------
PART I.......................................................................1

   ITEM 1.  DESCRIPTION OF BUSINESS..........................................1

   ITEM 2.  DESCRIPTION OF PROPERTY..........................................8

   ITEM 3.  LEGAL PROCEEDINGS................................................8

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

PART II......................................................................9


   ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
            AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.........9

   ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION......10

   ITEM 7.  FINANCIAL STATEMENTS............................................14

   ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
            ACCOUNTING AND FINANCIAL DISCLOSURE.............................14

   ITEM 8A. CONTROLS AND PROCEDURES.........................................15

PART III....................................................................16

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

   ITEM 10. EXECUTIVE COMPENSATION..........................................18

   ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
            AND MANAGEMENT..................................................20

   ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................22

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

   ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES..........................24

SIGNATURES..................................................................26











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                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

NT Media  Corporation of California,  Inc.  (formerly  known as "MVD,  Inc." and
referred to hereafter as "NT Media" or the  "Company")  is a  development  stage
company involved in the digital entertainment products and services industry. As
a result of the Company's  exchange  transaction  with Ecast Media  Corporation,
Inc.,  ("Ecast") on April 17, 2001, Ecast became a subsidiary of NT Media and NT
Media's business activities changed and became those of Ecast.

Company's Current Business

The  Company's  initial  business  included  the  production,   aggregation  and
distribution of on-and-offline  content, the management of on-and-offline talent
and  literary  clients  and  providing  strategic  consulting  services.   These
activities  generated or were to generate  revenue through  producer fees, agent
fees, and consulting fees and commissions  with respect to business  development
and strategy consulting.

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

During FY 2003 and 2002,  NT Media engaged in certain  entertainment  production
and  international   business  development   activities   independent  of  those
previously  conducted  by Ecast.  NT Media's  operations  in these areas  remain
ongoing.

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

In its  existing  operations,  the Company  generates or will  generate  revenue
through producer fees, license/acquisition fees (theatrical, network television,
cable   television,   home  video,   syndication,   and  foreign   territories),
participation  fees  (percentage  of box office and ancillary  gross or adjusted



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gross  revenue  with  respect to feature film and  television  production),  and
consulting  fees and  commissions  with  respect  to  business  development  and
strategy consulting.

In April 2002, the Company licensed the short film SHALOM in which it owns a 50%
                                                   ------
interest.  The Company  received $800 for this license which was granted to Gary
Rosenthal Productions in conjunction with a television program being produced by
Gary Rosenthal Productions.

The Company is collaborating  with a writer and production  manager to develop a
television  game show  entitled "I saw it at the Movies."  The Company  plans to
co-develop  this show with another game show  producer or directly  with a cable
network.  The Company is also  working  with two movie  producers  to develop an
animated  television  and/or film project  entitled  "The Boro Boys." This is an
animated  comedy  project which is intended to be offered to various  television
and/or cable networks for development.

In January  2002,  the Company  entered into a Consulting  Agreement  with David
Chissick. The agreement provides for Mr. Chissick to establish an infrastructure
for  collaborating  on  certain  business   development   opportunities  in  the
entertainment,  media and game show  development  sectors.  The  Company and Mr.
Chissick will then split any revenues from such  business  transactions.  During
2002,  Mr.  Chissick and the Company  collaborated  on five  projects  involving
marketing   strategy   and   business   development   initiatives   for  Israeli
entertainment, media and technology companies. During 2003, Mr. Chissick and the
Company did not collaborate on any projects.

In October  2002,  NT Media agreed to provide  consulting  services to Turbodyne
Technologies,  Inc. which is located in Carpentaria,  California. These services
include  media  consultancy,  lead  generation,  overall  marketing and business
development.  This  consulting  agreement  terminated  by its terms in September
2003.

In April  2002,  NT Media  opened  an office  in  Montreal,  Canada to allow the
Company to take advantage of growing  opportunities  in that region with respect
to acquisition  opportunities,  pursuing film and television production projects
and providing business development services to client companies.  The office was
maintained  by Chris Briggs,  a resident of Montreal,  at no initial cost to the

Company. This office was closed in June 2003.

In  August  of 2003,  the  Company  entered  into a  Production  Draw/Consulting
Agreement with Graham Taylor of Sabotage Productions.  The Company has agreed to
pay Mr. Taylor a sum of $3,500 per month in lieu of his full  producer's  fee of
$50,000 (estimated) on the feature film "Forgetting the Girl" staring Ms. Julian
Moore.  The Company paid monthly fees  aggregating  $24,000 during 2003 which is
reflected as "film costs." The Company will bring Sabotage Productions under its
own corporate  umbrella and will hold the right to publicize  this  relationship
and future joint venture projects and productions.

In December of 2003,  the Company  entered into a Production  Agreement  with RG
Productions.  The Company 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 has in  development.  The Company will


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also  have  future  rights to  participate  in  future  projects  on terms to be
negotiated  at that time.  The Company will bring RG  Productions  under its own
corporate  umbrella and will hold the right to publicize this  relationship  and
future joint venture projects and the productions.

Integration/Growth Strategy

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

identified,  and, if  identified,  can be acquired  on terms  acceptable  to the
Company.

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

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

With  respect to the  interactive  game  sector,  the  industry is  experiencing
significant growth as a result of increased consumer demand and the availability
of three console platforms within the video game market--Sony PS2, Nintendo Game
Cube, and Microsoft Xbox. As a result, companies in this sector are experiencing
significant growth.

NT Media has identified  and entered  preliminary  discussions  with a number of
acquisition  candidates and during FY 2002, submitted proposals to acquire three
small companies involved in the media production  business.  However none of the
proposals  were  consummated.  During FY 2003 NT Media  did not  enter  into any
acquisition proposals.

Through its acquisition-driven growth strategy, NT Media intends to increase the
Company's  range of operations and create a foundation for further  internal and
acquisition-driven growth in an effort to position the Company for profitability
and enhanced shareholder value in FY 2004.

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

   o  leveraging   resources,   including   relationships,   capabilities,   and
      entertainment properties,  across subsidiaries to create and exploit sales
      and production opportunities;

   o  providing capital to exploit growth opportunities;

   o  pursuing subsequent strategic acquisitions; and

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   o  providing  professional  managerial  infrastructure,   in  particular  the
      financial reporting processes,  formal business  development  initiatives,
      and macro-level  strategic  planning to enhance the  effectiveness  of the
      operating units.

In order to execute this growth strategy, the Company has engaged Astor Capital,
Inc. during 2002 and 2003 to provide strategic advisory services to the Company.

NT Media has also entered into an agency agreement with Market Advantages,  Inc.
to act as a  non-exclusive,  "success fee" agent for identifying and introducing
to the Company potential lenders and/or investors interested in financing all or
segments of the Company's business acquisitions program. Market Advantage earned
no success fees during 2003.

If the Company  generates  significant  revenues  from  acquisitions  or secures
financial commitments for funding business acquisitions in the next twelve month
period,  NT Media may  expand its  acquisition  strategy  to include  additional
companies  within  and/or  beyond  the   aforementioned   targeted  sectors  and
sub-sectors discussed above.

Research and Development

In  addition  to its  acquisition  strategy,  the  Company  has  allocated  some
resources to researching and identifying  opportunities  in the direct marketing
field.  During 2003 the Company ventured into producing a DVD music set for sale
through  short-form  infomercials  on various  cable  channels.  This product is
expected to be  available  for sale by the end of June 2004.  The  Company  will
retain all rights to this product and  depending  on the  consumer  response the
Company  might decide to produce and  distribute  other DVD sets similar to this
first product.

Government Regulation

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

Proprietary Rights

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

Sales and Marketing

NT Media  continues  to pursue  customers  through its  network of  professional
relationships,  strategic partnerships,  acquisitions,  public relations, agency
representation,  and business development activities,  including but not limited
to preparation and distribution of sales and marketing materials,  establishment
of a Company  web  site,  participation  in trade  shows  and  conferences,  and
professional speaking engagements.


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Competition

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

The companies that NT Media is targeting for acquisition face direct competition
from a multitude of firms in their respective  fields.  The fields are, however,
sufficiently fragmented such that the Company believes there are, in each of the
fields it is  targeting,  companies  of a size  which  would  make  them  viable
acquisition   candidates.   During  2003,  the  Company  had  not  entered  into
discussions with any potential acquisition candidates.

The Company  expects  the design,  production,  advertising,  interactive  game,
entertainment,  and consulting  markets to remain intensely  competitive for the
foreseeable  future.  Since  barriers to entry are  relatively  low,  new and/or
existing  competitors  may expand their  offerings at a relatively low cost. The
market has experienced a significant  proliferation  of companies  providing the
services  and/or  products  provided  by the types of  entities  the  Company is
targeting for  acquisition,  thus  increasing the available  number of competing
providers  dramatically.  The Company  has  witnessed  a  corresponding  pricing
decline as the available  service providers and product producers in these areas
has grown.

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

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

Advisors/Employees

The  Company  presently  employs one  officer.  The Company  also  utilizes  the
services of two  consultants  in its business  operations.  The Company will not
hire any additional employees unless it generates significant revenue via either
existing operations or acquisitions.

The  Company  continues  to  actively  recruit a  network  of key  advisors  and
establishing a pipeline for entertainment  projects and consulting  engagements.
During 2002 and 2003, the Company  entered into several  informal  alliances and
arrangements with various consulting and business partners.

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In April 2002 the Company  entered into a twelve month  strategic  alliance with
Paramedia,   Inc.  for  the  purposes  of   collaborating  on  various  business
development  opportunities  which  were  to be  identified  by  Paramedia.  This
agreement  terminated in April 2003 with Paramedia having identified no business
opportunities. The Company made no payments to Paramedia.

On October 1, 2002, the Company  engaged Astor  Capital,  Inc. as its investment
banker  and  advisory  services  consultant.   Astor  Capital  is  a  California
corporation   of  which  Ali   Moussavi,   the  Company's   Secretary,   is  the
Manager/Partner  and 50% owner.  In June,  2003, the  consulting  agreement with
Astor Capital was amended and extended through June, 2004. The amended agreement
provides  for  monthly  payments  of $25,000 to Astor  Capital  in  addition  to
payments of 10% of all debt and equity raised.

In January 2003,  the Company  entered into a consulting  agreement  with Arthur
Bernstein to assist in the  Company's  entertainment  business  development  and
strategy. The consulting agreement expired on December 31, 2003 with the Company
having paid $14,550 of consulting fees to Mr. Bernstein.

In September of 2003,  the Company  entered  into a  consulting  agreement  with
Robert Blagman to advise the Company in matters pertaining to media purchase and
ad  placement  in  different  publications  and Cable and TV media.  The Company
utilizes its advisors,  partners and  professional  network of  relationships to
identify and finance acquisition opportunities.

Risks Associated with NT Media's Business

If the  Company is unable to execute  acquisitions,  it may be unable to achieve
significant  revenue  particularly in light of the Company's  curtailment of its
Ecast business. Additionally, if the Company is unable to establish and maintain
its  network  of  professional  relationships,  it may  be  unable  to  identify
acquisition  targets and may be unable to attract  financing and business to any
acquired  companies that would operate as  subsidiaries  of the Company.  During
2002, the Company evaluated several potential acquisition candidates but none of
these evaluations have resulted in an acquisition proposal.  The Company did not
evaluate any acquisition candidates during 2003. As a result, the Company may be
unable to  achieve  significant  revenue,  or in the event it is  successful  in
making acquisitions,  revenues of the acquired companies could be reduced. There
can be no  assurance  that the  Company  will  identify  sufficient  acquisition
opportunities,  be able to close acquisitions on acceptable commercial terms, or
be able to create and/or  maintain a demand for the products  and/or services of
any acquired companies, in the event any acquisitions take place.

Future acquisitions  involve a number of special risks,  including the diversion
of management's attention to the assimilation of the operations and personnel of
the  acquired  companies,  adverse  short-term  effects on NT Media's  operating
results and the  potential  inability  to  integrate  financial  and  management
reporting systems.  A significant  portion of NT Media's resources could be used
for these  acquisitions.  Moreover,  NT Media  may not be able to  successfully,
integrate  an  acquired  business  into NT  Media's  business  or to  operate an
acquired business profitably. If the Company is not able to integrate and expand
the operations of acquired  companies,  without excessive costs, delays or other
adverse developments, revenues of the acquired companies could decrease.

If NT Media is unable to protect its  trademarks and other  proprietary  rights,
its reputation and brand could be impaired and it could lose customers. NT Media


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regards its  trademarks,  trade  secrets and  similar  intellectual  property as
valuable to its  business,  and relies on trademark  and  copyright  law,  trade
secret  protection  and  confidentiality  and/or  license  agreements  with  its
employees,  partners and others to protect its proprietary rights.  There can be
no  assurance  that the steps  taken by NT Media  will be  adequate  to  prevent
misappropriation or infringement of its proprietary property. NT Media currently
has one of its  trademarks  or service marks  registered  with the United States
Patent and Trademark Office.

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

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

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

The audit report of NT Media's  independent  auditors includes a "going concern"
qualification.  In the auditor's opinion, the Company's recurring losses and net
capital  deficiency as of December 31, 2003, raise  substantial  doubt about its
ability to continue as a going concern.

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

In summary,  the Company's net 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 the  Company  operates,  delays in  acquiring  new core
businesses,  the current  economic  conditions as well as the performance of the
Internet and  entertainment  industries as discussed above. The Company's future
operating  results will depend,  to a large extent, on its ability to anticipate
and successfully  react to these and other factors and  successfully  implements
its growth strategy.  Failure to anticipate and successfully  overcome these and
other factors could adversely affect the Company's business, financial condition
and results of operations.

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ITEM 2.  DESCRIPTION OF PROPERTY

NT Media leased approximately 1000 sq. ft. of office space at 9229 Sunset Blvd.,
Suite 401, Los Angeles, CA 90069 for its executive, administrative and operating
offices at a monthly  rent of $2,141 thru April 2002 and  thereafter.  The lease
with  respect to this  facility was on a  month-to-month  basis  whereby  either
landlord  or  tenant  could  terminate  the  lease  upon 30 days  notice.  As of
September 2001, Ecast relocated its corporate offices to those of NT Media.

In August 2002,  both NT Media and Ecast  relocated  their  principal  executive
offices to 6525 Sunset Blvd., Suite 707, Los Angeles,  CA 90028. NT Media leases
approximately  300 sq. ft. of office  space for a monthly rent of $650 per month
pursuant to a lease which is on a month-to-month.

In January 2003, both NT Media and Ecast  relocated  their  principal  executive
offices  to 8428  Melrose  Place,  Suite  B, Los  Angeles,  CA  90069.  NT Media
subleased  the office space for a monthly  rent of $750 per month  pursuant to a
month-to-month lease.

In May 2003,  the Company  moved its corporate  office to 5670  Wilshire  Blvd.,
Suite  1400,  Los  Angeles,  California  and in March 2004 moved to its  current
offices at 8899 Beverly Blvd., Suite 624, Los Angeles,  California.  The Company
subleases its current office space for a monthly rent of $500 per month pursuant
to a  month-to-month  lease.  The Company believes these offices are adequate to
meet its current needs.

ITEM 3.  LEGAL PROCEEDINGS

With regard to the premises  leases  terminated by Ecast on August 31, 2001, the
lessor is contesting  Ecast's exercise of the lease  termination  provisions and
filed a Complaint against Ecast in Los Angeles Superior Court (Case No. BC268569
for lease  dated  August 29, 1999 and Case No.  BC268375  for lease dated May 9,
2000) on February 21, 2002 and February 19, 2002  respectively.  The  Complaints
sought the unpaid tenant  improvement  costs, and additional  remedies the court
deemed  appropriate.  Both cases were  dismissed on July 10, 2002  pursuant to a
Stipulated Judgment between the parties in which Ecast agreed to pay $100,000 in
settlement costs plus accrued interest of $13,178 as of December 31, 2003.

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

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

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

None.




                                       8
<PAGE>
                                     PART II

ITEM  5. MARKET FOR COMMON  EQUITY AND  RELATED  STOCKHOLDER  MATTERS  AND SMALL
         BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES..

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

         Year Ended December 31, 2003   Low      High

         Fourth Quarter                 $0.10    $0.25
         Third Quarter                  $0.05    $0.50
         Second Quarter                 $0.07    $1.40
         First Quarter                  $0.01    $0.09

         Year Ended December 31, 2002   Low      High

         Fourth Quarter                 $0.02    $0.15
         Third Quarter                  $0.04    $0.46
         Second Quarter                 $0.11    $0.68
         First Quarter                  $0.30    $2.50

As of March 30,  2004,  there  were  approximately  90  holders of record of the
Company's Common Stock. This amount does not include shares held in street name.

Dividend Policy

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

Recent Sales of Unregistered Securities

During the  Company's  fourth  quarter  ended  December 31, 2003,  it issued the
following equity securities  pursuant to exemption from  registration  under the
Securities Act of 1933 (the "1933 Act").

During  2003,  the Company  sold  6,647,750  shares of its common stock for cash
consideration of $383,407 to 49 investors, all of whom reside outside the United
States and were not deemed to be "U.S.  persons"  as that term is defined  under
Regulation S. The investors  represented  that they were  purchasing such shares
for their own  account.  Both the  offer  and the sale of the  shares  were made
outside the United States and are deemed to be "offshore  transactions"  as that
term is defined  under  Regulation  S. The share  certificates  contain a legend
indicating  that such  shares can only be  transferred  in  compliance  with the
provisions of Regulation  S. In light of the  foregoing,  such sales were deemed

                                       9
<PAGE>
exempt from  registration  pursuant to  Regulation S of the 1933 Act. The shares
are deemed to be  "restricted  securities" as defined in Rule 144 under the 1933
Act and the  certificate(s)  evidencing  the shares  bear a legend  stating  the
restrictions on resale.

On July 1, 2003 the Company  issued 100,000 shares of common stock to Mr. Briggs
as compensation.  The shares were valued at $25,000 which represented the market
price on the effective date of the issuance. The issuance of the shares was made
in reliance upon the exemption  from  registration  set forth in Section 4(2) of
the 1933 Act as a transaction  not  involving a public  offering and made to one
affiliate of the Company. The shares are deemed to be "restricted securities" as
defined in Rule 144 under the 1933 Act and the certificate evidencing the shares
bears a legend stating the restrictions on resale.

Prior issuances of the Company's  common stock during fiscal years 2001 and 2002
have been reported in the Company's  prior Form 10-QSB's and Form 10-KSB for the
year ended December 31, 2002.

Purchases of the Company's Common Stock

During fiscal year 2003, neither the Company nor any affiliate  purchaser of the
Company repurchased any shares of the Company's outstanding stock which would be
deemed a "Rule 10b-18 purchase" as that term is defined in Rule 10b-18 under the
Exchange Act.


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

For more detailed  financial  information,  please refer to the audited December
31, 2003 Financial Statements included in this Form 10-KSB.


Caution About Forward-Looking Statements

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

Results of Operation

On April 17,  2001,  as a result of an Exchange  Agreement,  the Company  issued
10,000,000  post-split  shares of its common  stock in  exchange  for all of the
outstanding common stock of Ecast. The stock exchange resulted in Ecast becoming



                                       10
<PAGE>
a wholly-owned  subsidiary of NT Media while giving the former  stockholders  of
Ecast  ownership  of  approximately  80% of NT Media's then  outstanding  common
stock.

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

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

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

Due to NT  Media's  operations  during  only a  portion  of  fiscal  year  2001,
comparisons  between the operating  results of the Company for the year 2001 and
the year 2002 are not as relevant as they otherwise  would be if the Company had
been engaged in similar lines of business during both fiscal years. In addition,
because of the Company's current growth strategy,  the results of operations for
the last two fiscal years will likely not be indicative of the Company's current
and future operations.  The current management discussion and analysis should be
read in the context of the  Company's  change of  business  in April,  2001 as a
result of its  reorganization  with Ecast and the Company's  current emphasis on
acquiring new lines of business.

Operating Results for the Years Ended December 31, 2003 and 2002

The Company  realized  revenue of $155,000 for fiscal year 2003 which represents
an increase of 18%  compared  to  revenues  of  $131,800  in fiscal  2002.  This
increase was due primarily to increase  consulting  work performed  during 2003.
Such revenues were  generated  through  license/acquisition  fees and consulting
fees  (with  respect to  business  development  and  strategy  consulting).  The
revenues  from Ecast's  lines of business are expected to decline as the Company
sells or discontinues certain lines of business previously conducted by Ecast.

Operating  expenses  increased 44% from $459,021 in fiscal year 2002 to $659,025
in fiscal  year  2003.  The  substantial  increase  was due  primarily  to:  (i)
increased  travel  and  marketing   expenses  and  (ii)  costs  associated  with
maintaining consulting agreements.

The Company's loss from operations increased by 54% from $327,221 in fiscal year
2002  compared  to an  operating  loss of  $504,025  in fiscal  year 2003.  This



                                       11
<PAGE>
increase in operating  loss reflects a modest  increase in revenues  offset by a
substantial  increase in general and  administrative  expenses  incurred  during
fiscal year 2003.

The  Company's  total net loss for the year 2003  declined 13% from  $354,279 in
fiscal 2002 to a total net loss of $307,679 in fiscal year 2003. The smaller net
loss in 2003 reflected  $5,000 of loan fees which were offset by the recognition
of other income of $264,000  realized from the forgiveness of debt during fiscal
year 2003.

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

Capital Financing

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

In August,  2001, the Company  issued  options to purchase  65,000 shares of its
common  stock valued at $84,500 to its  securities  lawyer in exchange for legal
services rendered.

During  2003,  the Company  raised net  proceeds  of  $334,931  from the sale of
6,647,750 shares of its common stock to foreign investors.  The shares represent
18% of the  Company's  outstanding  shares  and  are  deemed  to be  "restricted
securities" pursuant to Rule 144 under the 1933 Act.

Since  inception,  NT Media  issued  $297,800 of  convertible  notes to existing
investors.  Additionally,  NT Media's subsidiary,  Ecast, has issued $620,000 of
convertible notes to existing investors since inception.  No loans are currently
past due or in default.  The  convertible  notes are due at various times during
2005-2007.  In the event the Company  defaulted  on these loans,  the  creditors
could commence legal proceedings against NT Media or its subsidiary, which could
result in court-ordered judgments and liens against NT Media or its subsidiary.

Liquidity and Sources of Capital

The Company has incurred significant operating losses since inception and, as of
December 31, 2003,  the Company had an  accumulated  deficit of  $2,510,052.  At
December 31, 2003 the Company had cash and cash  equivalents of $9,396 and a net
working capital deficit of $363,411.

Since inception,  both the Company and its wholly-owned subsidiary,  Ecast, have
been  dependent on borrowed or invested  funds in order to finance their ongoing
operations.  As of December 31, 2003,  Ecast had  $620,000 in  outstanding  debt
represented by 6%  convertible  notes while NT Media had $297,800 in outstanding
debts represented by 6% convertible  notes.  During 2003, NT Media had raised an
additional $334,931 from the sale of common stocks.

On March 31,  2003,  the Company  obtained a  short-term  note  payable  from an
unrelated  party in the amount of $15,000 at an  interest  rate of 12% per year.
During  2003,  the Company  raised net  proceeds  of  $334,931  from the sale of

                                       12
<PAGE>
6,647,750 shares of its common stock to foreign investors.  The shares represent
18% of the  Company's  outstanding  shares  and  are  deemed  to be  "restricted
securities" pursuant to Rule 144 under the 1933 Act.

Principal  and  interest  were due on  September  30,  2003 or upon the  Company
raising  additional  funds of more than $100,000  whichever  occurred  first. On
August 27,  2003,  an  additional  loan from the same entity was obtained 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.  The notes were extended
by mutual consent to November 1, 2004.

On September 11, 2003, the Company  borrowed  $20,000 from  Universal  Detection
Technology  ("UDT"), a company whose President and Chief Executive Officer is an
affiliate  of the  Company's  Secretary/Director.  The note was due  October 15,
2003. On December 2, 2003, the Company borrowed an additional  $10,000 from UDT,
due February 24, 2004 and on December 3, 2003, UDT advanced the Company  another
$20,000 due February 29, 2004. All of these notes bear interest at 6% per annum.
The total amount owed UDT at December 31, 2003 was,  therefore,  $50,000.  These
notes plus interest were subsequently paid in 2004.

Officers and former  officers of the Company have also provided the Company with
$18,037 of notes  payable.  Such notes can be  demanded  by the  creditor at any
time.  During 2003, such officers and stockholders of the Company forgave all of
their notes  payable  incurred  during both 2002 and 2003 (a total of $23,967 of
principal and interest ) leaving a balance of zero owed to these  individuals at
year end.

Due to the  Company's  continuing  losses  from  its  business  operations,  the
independent  auditor's report includes a "going concern" explanation relating to
the fact that the Company's  continuation is dependent upon obtaining additional
working  capital either  through  significantly  increasing  revenues or through
outside financing.

Due to the Company's limited cash flow,  operating losses and limited assets, it
is unlikely  that the Company  could  obtain  financing  through  commercial  or
banking  sources.  Consequently,  the Company is  dependent on  continuous  cash
infusions from its major  stockholders in order to fund its current  operations.
If these majority  stockholders  were  unwilling or unable to provide  necessary
working  capital to the  Company,  the  Company  would  probably  not be able to
sustain its operations.  There is no written agreement or contractual obligation
which  would  require  the  Company's  majority  stockholders  to  fund  Company
operations  up to a certain  amount or indeed  continue to finance the Company's
operations  at all.  Notes in the principal  amount of $917,800 are  voluntarily
convertible  when the Company's or Ecast's  securities  (as the case may be) are
trading  publicly and the  underlying  stock of the  convertible  notes has been
registered with the SEC and declared  effective.  It is mandatory that they must
be  converted on the fifth year of their  anniversary  date.  Thus,  the current
convertible  notes would be mandatorily  converted during 2005, 2006 and 2007 in
the amounts of $410,000 $399,100 and $108,700  respectively,  unless they become
eligible for conversion prior to that time.

As of December 31, 2003, NT Media's principal  commitments include an obligation
under a  month-to-month  lease  of $500  per  month  for the  Company's  current
corporate offices.



                                       13
<PAGE>
Management of the Company believes that it will need to raise additional capital
to continue to develop,  promote  and conduct its  operations.  Such  additional
capital may be raised through  public or private  financing as well as borrowing
from other sources.  To date, two of the Company's  largest  existing  investors
have paid substantially all of the Company's expenses since inception.  Although
the Company  believes that these  investors  will continue to fund the Company's
expenses based upon their significant  equity interest in NT Media,  there is no
assurance that such investors  will continue to pay the Company's  expenses.  If
adequate  funds  are not  otherwise  available,  management  believes  that  its
officers and directors will  contribute  capital  amounts  necessary to fund the
Company's ongoing expenses.

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

In 2002, the Company adopted SFAS No. 145, "Rescission of FASB Statements No. 4,
44 and 64, Amendment of FASB Statement No. 13 and Technical  Corrections"  which
requires gains and losses from  extinguishment of debt to be reported as part of
recurring operations.

In 2002,  the Company  adopted  SFAS No. 146,  "Accounting  for Exit or Disposal
Activities"  which  addresses  significant  issues  regarding  the  recognition,
measurement  and reporting of costs that are  associated  with exit and disposal
activities.


ITEM 7.  FINANCIAL STATEMENTS
                                                                       Page
                                                                       ----

Reports of Independent Auditors......................................F-2 - F-3

Consolidated Balance Sheet...........................................F-4 - F-5

Consolidated Statements of Operations......................................F-6

Consolidated Statement of Changes in Stockholders' Equity (Deficit)..F-7 - F-8

Consolidated Statements of Cash Flows...............................F-9 - F-10

Notes to Consolidated Financial Statements.........................F-11 - F-22


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

As  previously  reported on Form 8-K filed with the SEC on July 2, 2003, on June
30, 2003,  the Company  dismissed  Caldwell,  Becker,  Dervin  Petrick & Co. LLP
("Caldwell  Becker") as its  independent  accountants.  The  Company's  Board of
Directors  participated  in and  approved  the  decision  to change  independent
accountants.   This  change  was  due  to  Caldwell  Becker's  determination  to
discontinue auditing services for companies subject to the reporting obligations
of the Securities Exchange Act of 1934. ("Exchange Act")



                                       14
<PAGE>
The  reports of Caldwell  Becker on the  financial  statements  for the past two
fiscal years  contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to  uncertainty,  audit scope or accounting  principle.
The Independent  Auditor's Report signed by Caldwell Becker for the fiscal years
ended December 31, 2002 and 2001 included an  explanation  of a "going  concern"
uncertainty.

In connection  with its audits for fiscal years 2002 and 2001 and its review for
the quarter  ended March 31, 2003  (report was dated May 13,  2003),  there have
been  no  disagreements  with  Caldwell  Becker  on  any  matter  of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure,  which  disagreements if not resolved to the satisfaction of Caldwell
Becker would have caused them to make  reference  thereto in their report on the
financial statements for such years.

The  Company  engaged  AJ  Robbins,  PC ("AJ  Robbins")  as its new  independent
accountants  as of June 27,  2003.  During the two most recent  fiscal years and
through June 27, 2003, the Company has not consulted  with AJ Robbins  regarding
either (i) the application of accounting principles to a specified  transaction,
either  completed  or  proposed;  or the type of  audit  opinion  that  might be
rendered on the Company's financial statements, and neither a written report was
provided to the Company or oral advice was provided  that the Company  concluded
was an  important  factor  considered  by it in  reaching a  decision  as to the
accounting,  auditing or financial  reporting issue; or (ii) any matter that was
either  the  subject  of a  disagreement,  as  that  term  is  defined  in  Item
304(a)(1)(iv)(A)  of Regulation S-B and the related  instructions to Item 304 of
Regulation  S-B,  or a  reportable  event,  as  that  term  is  defined  in Item
304(a)(1)(iv)(B) of Regulation S-B.

ITEM 8A.        CONTROLS AND PROCEDURES

The  Company  carried  out an  evaluation,  under the  supervision  and with the
participation of the Company's management, including the Company's President and
Chief Executive Officer along with the Company's Chief Financial Officer, of the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures  pursuant to Exchange Act Rule 13a-14 as of the end of the period
covered by this report. Based upon that evaluation,  the Company's President and
Chief  Executive  Officer  along  with the  Company's  Chief  Financial  Officer
concluded that the Company's disclosure controls and procedures are effective to
ensure the information  required to be disclosed by the Company in reports filed
or submitted under the Exchange Act were timely recorded, processed and reported
within the time periods  specified  in the  Securities  and Exchange  Commission
rules and forms.

There have been no significant  changes in the Company's  internal controls over
financing  reporting or in other factors which occurred  during the last quarter
covered by this report,  which could materially  affect or are reasonably likely
to materially affect the Company's internal controls over financing reporting.









                                       15
<PAGE>
                                    PART III

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

The  following  table sets forth  information  about the directors and executive
officers of the Company:

  Name               Age  Office                                  Director Since
  ----               ---  ------                                  --------------
  Chris Mehringer(1) 32   Chairman of the Board, Chief Executive  April 17, 2001
                          Officer, Chief Financial Officer, and
                          President(1)
  Chris Briggs(1)    33   Chairman of the Board, Chief Executive  July 1, 2003
                          Officer, Chief Financial Officer, and
                          President(1)
  Ali Moussavi       33   Director and Secretary (                April 17, 2001
  --------------------------

(1) Mr.  Mehringer  resigned his positions  with the Company  effective June 30,
    2003 at which time Mr. Briggs was appointed to fill such positions.


Chris Mehringer.  Mr. Mehringer was the Company's CEO, CFO, and a Director since
April 17, 2001 and assumed the additional position of President on September 28,
2001. Mr.  Mehringer served as Secretary from April 17, 2001 until September 28,
2001. He resigned from his  positions  with the Company on June 30, 2003.  Until
his resignation,  Mr. Mehringer managed all aspects of the Company's  operations
and finances,  including  negotiating  agreements with clients and partners,  as
well as marketing and sales of the Company's business development and consulting
services  and  entertainment  projects.  Prior to  serving  with NT  Media,  Mr.
Mehringer  was an  Executive  Vice  President  at  Astor  Capital,  a  specialty
investment  banking  boutique and asset  management  firm.  Astor Capital serves
corporate clients, in particular emerging and high growth companies,  as well as
asset  management  clients,  including  institutions,  mutual funds,  banks, and
select high net worth  individuals and family trusts.  Mr.  Mehringer holds a BA
from Wesleyan  University and a Master of Public Policy from Harvard University.
Mr. Mehringer is not a director of any other reporting company.

Chris Briggs.  Mr. Briggs was appointed as the Company's CEO, CFO and a Director
on June 30, 2003. Mr. Briggs manages all aspects of the Company's operations and
finances.  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.  Mr.  Moussavi is a Managing  Partner at
Astor Capital,  a specialty  investment  banking  boutique and asset  management
firm. Astor Capital serves corporate  clients,  in particular  emerging and high
growth companies,  as well as asset management clients,  including institutions,
mutual funds,  banks,  and select high net worth  individuals and family trusts.
The firm has offices in Beverly Hills, CA and Frankfurt,  Germany and is divided
into three business units: Astor Capital (Member NASD/SIPC), Astor Capital Asset




                                       16
<PAGE>
Management,  and Astor Capital Europe.  As a Managing  Partner,  Mr. Moussavi is
active in overseeing all aspects of the firm's business. Mr. Moussavi holds a BA
from New York University.  Mr. Moussavi is not a director of any other reporting
company.

In addition to the officers and directors of NT Media,  Jacques Tizabi serves as
a director of Ecast. Mr. Tizabi is a managing director of Astor Capital.

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

Board Meetings and Committees

The Board of  Directors  of the Company  held no meetings and acted by unanimous
consent on ten occasions  during the year ended December 31, 2003. As of May 10,
2002, the Board was reduced in size from three  directors to two directors.  The
Board does not currently have an Audit, Executive or Compensation Committee.

Due to the  small  size of the  Company's  current  Board of  Directors  and the
limited  operations  currently  conducted  by the  Company,  the Board  does not
believe  having  separate  Audit,  Executive  and  Compensation  Committees  are
necessary.

Family Relationships

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

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities  Exchange Act of 1934, as amended,  requires the
Company's executive officers and directors, and persons who own more than 10% of
the Company's common stock to file reports of ownership on Form 3 and changes in
ownership on Form 4 with the  Securities  and Exchange  Commission  (the "SEC").
Such executive officers, directors and 10% stockholders are also required by SEC
rules to furnish the Company  with copies of all Section  16(a) forms they file.
Based  solely  upon its  review of copies of such  forms  received  by it, or on
written  representations  from certain  reporting  persons that no other filings
were required for such persons, the Company believes that, during the year ended
December 31, 2003,  its executive  officers and  directors and 10%  stockholders
complied  with all  applicable  Section  16(a)  filing  requirements,  except as
follows:

         (i)  A report on Form 3 indicating  Mr.  Brigg's  appointment as CEO of
              the Company was inadvertently filed late by Mr. Briggs.

         (ii) One report on Form 4 indicating the  acquisition of 100,000 shares
              of the Company's common stock was inadvertently  filed late by Mr.
              Briggs.

The  Company  has  adopted  a code  of  ethics  that  applies  to its  principal
executive,  financial and accounting  officers.  A copy of the code of ethics is
being filed with this Form 10-K.  In the event the Company  makes any  amendment



                                       17
<PAGE>
to, or grant any waiver of, a provision  of the code of ethics  that  applies to
the  principal  executive,  financial  or  accounting  officer,  or  any  person
performing  similar  functions,  that requires  disclosure  under applicable SEC
rules,  the Company intends to disclose such amendment or waiver,  the nature of
and reasons for it, along with the name of the person to whom it was granted and
the date, in the applicable 10-QSB on 10-KSB filed by the Company.

ITEM 10. EXECUTIVE COMPENSATION

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

<TABLE>
<S>             <C>       <C>        <C>   <C>          <C>         <C>        <C>     <C>
                           SUMMARY COMPENSATION TABLE

                           Annual Compensation          Long Term Compensation
                           ---------------------------- -------------------------------------------
                                                        Awards                 Payout
                                                        ---------------------- --------------------
                  Year     Salary    Bonus Other        Restricted  Securities LTIP    All Other
                                     ($)   Annual       Stock       Underlying Payout  Compensation
                                           Compensation Award(s)    Options    ($)     ($)
                                           ($)          ($)         (#)
                --------- ---------- ----- ------------ ----------- ---------- ------- -------------
Christopher     From         -0-      -0-     -0-       $25,000         -        -0-       -0-
Briggs          7/1/03
(CEO)           to
                12/31/03


Chris Mehringer 1/1/03
(CEO)           to
                6/30/03    49,500(1)  -0-     -0-          -0-          -0-      -0-       -0-
                                                       -
                2002      $99,000(1)  -0-  $7,622(2)       -0-          -0-      -0-       -0-

                2001      $67,500(1)  -0-  $8,408(2)       -0-          -0-      -0-       -0-
</TABLE>
-----------------------------
(1) Of this  amount,  $181,000 was accrued but  deferred  during 2001,  2002 and
2003.  Amount  includes  payments  received  from both  Ecast  and NT Media.  In
conjunction  with Mr.  Mehringer's  resignation,  he forgave all salary  accrued
during 2003 and in prior years as well as $23,967 of notes payable and $7,507 of
accrued expenses.
(2)   Includes lease payments for one automobile.

Employment/Consulting Agreements

Mr. Mehringer  entered into an employment  agreement with the Company on July 1,
2001 to serve as its Chief Executive  Officer and Chief Financial  Officer.  Mr.
Mehringer's  salary from July 1, 2001  through  December 31, 2001 was $6,250 per
month,  payable on the last day of each month during which he is employed,  plus
expenses.  Beginning  January 1,  2002,  Mr.  Mehringer's  salary was $8,250 per





                                       18
<PAGE>
month,  plus  expenses.  Any portion of Mr.  Mehringer's  salary could have been
deferred at his discretion. This compensation package was terminated on June 30,
2003 when Mr.  Mehringer  resigned  his  positions  with the  Company.  As Chief
Executive Officer and Chief Financial Officer, Mr. Mehringer managed all aspects
of the Company's operations and finances.

The Company currently has no employment agreements with any employee.

The  Company  has  entered  into a letter of  understanding  with Chris  Briggs,
effective  June 30,  2003,  pursuant to which he serves as the  Company's  Chief
Executive Officer,  President and Creative Director. Mr. Briggs received 100,000
shares of the Company's  restricted common stock upon execution of the agreement
and  is  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.

Director Compensation

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

Stock Option Plan

NT Media does not have any options or  incentive  equity  plan.  No options were
granted to any current officer or director of NT Media.

Options Granted in the Year Ended December 31, 2002

No options were issued to any officer or director of the  Company.  On August 1,
2002, the Company issued a  non-qualified  stock option to purchase 5,000 shares
of the  Company's  common  stock each to a former  corporate  officer and to his
lawyer.  The  options  are  exercisable  at $0.15 per  share.  The  options  are
exercisable  for a period  of two  years  and were  issued  to  settle a dispute
between the Company and the former  officer and for legal  services  rendered to
the former officer.

Limitation of Liability and Indemnification Matters

The Company's  bylaws provide that it will indemnify its officers and directors,
employees and agents and former officers, directors, employees and agents unless
their  conduct  is  finally  adjudged  as  grossly  negligent  or to be  willful
misconduct.  This indemnification includes expenses (including attorneys' fees),
judgments,  fines,  and  amounts  paid in  settlement  actually  and  reasonably
incurred  by  these  individuals  in  connection  with  such  action,  suit,  or
proceeding,   including  any  appeal  thereof,  subject  to  the  qualifications
contained in Delaware law as it now exists. Expenses (including attorneys' fees)
incurred in defending a civil or criminal  action,  suit, or proceeding  will be
paid by the Company in advance of the final disposition of such action, suit, or
proceeding  upon  receipt  of an  undertaking  by or on behalf of the  director,
officer,  employee or agent to repay such amount,  unless it shall ultimately be
determined  that he or she is  entitled  to be  indemnified  by the  Company  as
authorized in the bylaws. This  indemnification will continue as to a person who
has ceased to be a director,  officer, employee or agent, and will benefit their



                                       19
<PAGE>
heirs,  executors,  and  administrators.  These  indemnification  rights are not
deemed  exclusive of any other rights to which any such person may  otherwise be
entitled  apart  from  the  bylaws.  Delaware  law  generally  provides  that  a
corporation  shall  have the power to  indemnify  persons  if they acted in good
faith in a manner  reasonably  believed  to be in, or not  opposed  to, the best
interests of the Company and, with respect to any criminal action or proceeding,
had no reasonable  cause to believe the conduct was  unlawful.  In the event any
such person is judged liable for negligence or misconduct,  this indemnification
will apply only if  approved by the court in which the action was  pending.  Any
other  indemnification  shall  be  made  only  after  the  determination  by the
Company's  Board of Directors  (excluding  any  directors who were party to such
action),  by independent  legal counsel in a written  opinion,  or by a majority
vote of  stockholders  (excluding  any  stockholders  who were  parties  to such
action) to provide such indemnification.

In conjunction  with his  resignation as an officer and director of the Company,
Mr.  Mehringer  entered into an  Indemnification  Agreement in which the Company
agrees to indemnify  him for any actions taken or not taken while an officer and
director of the  Company.  The  indemnification  has no limit on the amount that
might be paid as indemnification costs.


ITEM 11.        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                MANAGEMENT

The  following  table sets forth the  number of shares of the  Company's  Common
Stock beneficially owned as of March 30, 2004 by: (i) each executive officer and
director of the  Company;  (ii) all  executive  officers  and  directors  of the
Company as a group;  and (iii)  owners of more than 5% of the  Company's  Common
Stock.
  ------------------------------ ----------------- ------------------ ----------
      Name and Address of                          Number of Shares
      Beneficial Owner                Position     Beneficially Owned   Percent
  ------------------------------ ----------------- ------------------ ----------
  Chris Briggs                   Chairman and CEO      100,000             *%
  8899 Beverly Blvd., Suite 624
  Los Angeles, CA  90048
  ------------------------------ ----------------- ------------------ ----------
  Chris Mehringer                None (1)             3,170,746          8.5%
  2408 Beechwood Drive
  Los Angeles, CA  90068
  ------------------------------ ----------------- ------------------ ----------
  Ali Moussavi                   Director               (2)               (2)
  9300 Wilshire Blvd., #308
  Beverly Hills, CA  90212
  ------------------------------ ----------------- ------------------ ----------
  Astor Capital, Inc.            None                 2,289,983          6.2%
  9300 Wilshire Blvd., #308
  Beverly Hills, CA  90212
  ------------------------------ ----------------- ------------------ ----------
  Britannica Associates Limited  None                11,125,477(3)        30%
  Omar Hodge Blvd., Third Floor
  Road Town, Tortola
  British Virgin Islands
  ------------------------------ ----------------- ------------------ ----------


                                       20
<PAGE>
  Delta Capital Partners, Ltd.   None                3,523,052(4)        9.5%
  60 Market Square, #364
  Belize City, Belize
  ------------------------------ ----------------- ------------------ ----------
  Dana O'Connor                  None(5)              3,170,746          8.5%
  570 N. Rossmore, #206
  Los Angeles, CA  90024
  ------------------------------ ----------------- ------------------ ----------
  All officers and directors as
  a group (2   individuals)                           2,389,983          6.4%
  ------------------------------ ----------------- ------------------ ----------


----------------------
*        Represents less than 1% of outstanding shares


(1)  Mr.  Mehringer  was an  officer  and  director  of the  Company  until  his
resignation in June 2003.

(2) Astor Capital, Inc. is a California corporation of which Ali Moussavi is the
Manager/Partner and 50% owner. Mr. Moussavi should be considered the beneficial
owner of and to have control over the 2,289,983  shares owned by Astor  Capital,
Inc.

(3) Share amount does not include $630,600 of 6% convertible  notes which can be
converted  into the Company's  common stock at the discretion of the holder once
the  underlying  shares  of the  notes  have  been  registered  with the SEC and
declared effective.  In the event the notes are not converted voluntarily,  they
are subject to mandatory  conversion  upon the fifth  anniversary of the date of
the  issuance.  Notes are converted at the average bid price of the common stock
for the five trading days preceding the conversion date.

(4) Share amount does not include $287,200 of 6% convertible  notes which can be
converted  into the Company's  common stock at the discretion of the holder once
the  underlying  shares  of the  notes  have  been  registered  with the SEC and
declared effective.  In the event the notes are not converted voluntarily,  they
are subject to mandatory  conversion  upon the fifth  anniversary of the date of
the  issuance.  Notes are converted at the average bid price of the common stock
for the five trading days preceding the conversion date.

(5)  Mr.  O'Connor  was an  officer  and  director  of  the  Company  until  his
resignation in May 2002.














                                       21
<PAGE>
Equity Compensation Plan Information
---------------------- --------------- ------------------ ---------------------
Plan category          Number of       Weighted-average   Number of securities
                       securities      exercise price     remaining available
                       to be issued    of outstanding     for future issuance
                       upon exercise   options, warrants  under equity
                       of outstanding  and rights         compensation plans
                       options,                           (excluding securities
                       warrants and                       reflected in column
                       rights                             (a))
                       (a)             (b)                (c)
---------------------- --------------- ------------------ ---------------------
---------------------- --------------- ------------------ ---------------------
Equity compensation          -0-              -0-                   -0-
plans approved by
security holders
---------------------- --------------- ------------------ ---------------------
---------------------- --------------- ------------------ ---------------------
Equity compensation        10,000            $0.15                  -0-
plans not approved by
security holders
---------------------- --------------- ------------------ ---------------------
---------------------- --------------- ------------------ ---------------------
Total as of 12/31/03       10,000            $0.15                  -0-
---------------------- --------------- ------------------ ---------------------


ITEM 12.        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company is dependent to a significant extent on advances made to the Company
for  working  capital  purposes  from its two largest  stockholders:  Britannica
Associates Limited and Delta Capital Partners,  Ltd. As of December 31, 2003 and
2002,  such  advances  totaled  $630,000  and  $287,200  respectively  including
advances to NT Media's  subsidiary  Ecast. Such advances bear interest at 6% per
annum and are convertible  into the Company's common stock at any time until the
fifth  anniversary  of each  advance  at which  time any  unpaid  principal  and
interest must be converted into common stock.  Management  believes the terms of
these  convertible notes are more favorable to the Company than those that could
be obtained from unrelated third parties.

Officers and individual affiliates of the Company have also provided the Company
with $65,600  represented by 6%  non-collateral  bridge notes. Such notes can be
demanded by the  creditor  at any time.  Mr.  Mehringer,  the  Company's  former
President forgave $212,474 in accrued salary,  expense  reimbursements and notes
owed to him as of June 30, 2003.

Amir Ettehadieh,  the Executive Assistant to the CEO, forgave $32,750 of accrued
salary from 2001 and 2002. As a result of forgiveness of salary by Mr. Mehringer
and Mr.  Ettehadieh,  the  Company  was also  relieved of $18,900 of payroll tax
liabilities.

On June 19, 2003, the Company loaned $50,000 to a related party at an interest
rate of 10% per year. The note was due the sooner of July 10, 2003 or upon the
related party raising additional funds of more than $100,000. As of December 31,
2003, the note and accrued interest had been repaid to the Company.

In May 2003, the Company advanced $27,000 to an officer / member of the Board of

                                       22
<PAGE>
Directors. The advance bears interest at 5% per year and was due on demand. In
July 2003, the Company advanced an additional $2,000 on this note. As of
December 31, 2003, the note had been repaid to the Company.

Astor Capital, Inc., a 6.2% beneficial owner of the Company, and Astor Capital's
Managing Partner and 50% owner of Astor Capital, Ali Moussavi, a Director of the
Company,  serves as the  Company's  investment  banking  firm and is entitled to
normal  and  customary   compensation  in  connection  with  arranging   certain
transactions,  including  but not  limited to certain  financings,  mergers  and
acquisitions,  and strategic partnerships.  The Company paid $109,222 of fees to
Astor  Capital  during  fiscal year 2003  including  $48,476 of  offering  costs
related  to the sale of  6,647,750  shares of common  stock.  The  Company  paid
$68,600 of  consulting  fees to Astor Capital in fiscal year 2002. In June 2003,
the  consulting  agreement  with Astor Capital was amended and extended  through
June 2004. The revised  agreement calls for monthly payments of $25,000 to Astor
Capital in addition to payments of 10% of all debt and equity raised.

During 2003,  the Company  obtained  short-term  notes payable from an unrelated
party in the  aggregate  amount of $45,000 at an interest  rate of 12% per year.
The  Company  paid  $3,000  of loan fees to a  related  party  entity in which a
director has an equity interest.

During 2003, the Company  borrowed $50,000 from Universal  Detection  Technology
("UDT"),  a company whose President and Chief Executive  Officer is an affiliate
of the Company's Secretary/Director. The notes bear interest at 6% per annum and
were due between October 15, 2003 and February 29, 2004.  Total accrued interest
at December 31, 2003 was $445. The due date has been extended by mutual consent.
The Company  paid Astor  Capital a total of $2,000 in loan fees related to these
notes.  Astor Capital,  Inc. is a California  corporation of which Ali Moussavi,
the Company's Secretary/Director, is the Manager/Partner and 50% owner.

As of December  31,  2002,  the Company had a note  payable to the  President of
Astor Capital in the amount of $37,400.  The note bears  interest at the rate of
6% per annum and is due on demand.  At December 31, 2003, the principal  balance
remaining was $563 and accrued interest payable was $2,602.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

  (a)      Exhibits

  Exhibit 2(1)    Stock Exchange Agreement dated April 17, 2001.
  Exhibit 3.1(2)  Certificate of Incorporation dated March 14, 2000.
  Exhibit 3.2(2)  Bylaws dated March 14, 2000.
  Exhibit 3.3(1)  Amendment to Certificate of Incorporation dated April 24,2001.
  Exhibit 10.1(4) Executive Employment Agreement with Chris Mehringer.
  Exhibit 10.2(4) Office Lease.
  Exhibit 14      Code of Ethics
  Exhibit 16(3)   Letter on change in certifying accountant (filed as an
                  exhibit to the Company's  report on Form 8-K dated April 17,
                  2001).
  Exhibit 31.1    Certification by CEO pursuant to Sections 302 of the Sarbanes-
                  Oxley Act of 2002.
  Exhibit 31.2    Certification by CFO pursuant to Sections 302 of the Sarbanes-
                  Oxley Act of 2002.
  Exhibit 32.1    Certification by CEO and CFO pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002


                                       23
<PAGE>
--------------------------
Incorporated by reference to exhibits  previously filed on Form 8-K filed on May
1, 2001.  Incorporated by reference to exhibits previously filed on Form SB-2 on
June 1, 2000.  Incorporated by reference to exhibits previously filed on Amended
Form 8-K/A on May 31, 2001.  Incorporated  by  reference to exhibits  previously
filed on Form 10-KSB filed on April 9, 2002.

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

           None.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

During the Company's fiscal years ended December 31, 2002 and December 31, 2003,
the Company was billed the following  aggregate  fees by Caldwell  Becker and AJ
Robbins.  Since AJ Robbins  was  retained as the  Company's  auditors on July 1,
2003, all of the fees described below for fiscal year 2002 and the first half of
fiscal year 2003 are for services  provided by Caldwell  Becker  while  services
from July 1, 2003 through December 31, 2003 were performed by AJ Robbins.

Audit Fees. The aggregate  fees billed by Caldwell  Becker and AJ Robbins to the
----------
Company  for  professional  services  rendered  for the  audit of the  Company's
financial  statements  for  the  fiscal  year,  for  reviews  of  the  financial
statements  included in the Company's  Forms 10-QSB for the fiscal year, and for
services provided by Caldwell Becker and AJ Robbins in connection with statutory
or  regulatory  filings for the fiscal  year,  were  $29,374 for the fiscal year
ended 2002 and $27,258 for the fiscal year ended 2003.

Audit Related Fees. The aggregate fees billed by Caldwell  Becker and AJ Robbins
------------------
to the Company for  assurance  and related  services  reasonably  related to the
performance  of the audit of the annual  financial  statements and the review of
the Company's  financial  statements  were $2,234 for the fiscal year ended 2002
and $2,154 for the fiscal  year  ended  2003.  These fees were for  consultation
related to the  application  of new  accounting  standards,  and  certain  other
audit-related services.

Tax Fees.  The  aggregate  fees billed by Caldwell  Becker and AJ Robbins to the
--------
Company for professional  services  rendered for tax compliance,  tax advice and
tax  planning  were $286 for the fiscal year ended 2002 and $ -0- for the fiscal
year ended 2003. The 2002 fees related to tax compliance and preparation.

All Other Fees. No fees were billed by either  Caldwell  Becker or AJ Robbins to
--------------
the Company for products  and services  rendered for fiscal years 2002 and 2003,
other than the Audit Fees,  Audit-Related  Fees,  and Tax Fees  described in the
preceding three paragraphs.

All of the services performed by Caldwell Becker and AJ Robbins during 2003 were
pre-approved  by the Company's  Board of  Directors,  which  concluded  that the
provision  of  the  non-audit   services  described  above  is  compatible  with
maintaining the accountant's independence.


                                       24
<PAGE>
Pre-Approved Policies and Procedures

Prior to retaining AJ Robbins to provide  services in any fiscal year, the Board
of Directors  first reviews and approves AJ Robbins fee proposal and  engagement
letter.  In the fee proposal,  each category of services (Audit,  Audit Related,
Tax and All Other) is broken down into subcategories that describe the nature of
the  services  to be  rendered,  and the  fees  for such  services.  NT  Media's
pre-approval  policy  provides  that the Board of  Directors  must  specifically
pre-approve  any engagement of AJ Robbins for services  outside the scope of the
fee proposal and engagement letter.















































                                       25
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
                        CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002



INDEX TO FINANCIAL STATEMENTS


Reports of Independent Auditors........................................F-2 - F-3

Consolidated Balance Sheet.............................................F-4 - F-5

Consolidated Statements of Operations........................................F-6

Consolidated Statement of Changes in Stockholders' Equity (Deficit)....F-7 - F-8

Consolidated Statements of Cash Flows.................................F-9 - F-10

Notes to Consolidated Financial Statements...........................F-11 - F-22




































                                      F-1
<PAGE>
                         INDEPENDENT ACCOUNTANT'S REPORT

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

                         REPORT OF INDEPENDENT AUDITORS


To the Board of Directors
NT Media Corp. of California, Inc.
Los Angeles, California 90069


We have audited the accompanying consolidated balance sheet of NT Media Corp. of
California,  Inc.  and  Subsidiary  as of  December  31,  2003,  and the related
consolidated   statements  of  operations,   changes  in  stockholders'   equity
(deficit),  and cash flows for the year then ended.  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 audit.

We conducted our audit in accordance with generally  accepted auditing standards
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  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 Subsidiary as of December,  31 2003, and the  consolidated
results  of its  operations  and its  cash  flows  for the  year  then  ended 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

February 6, 2004

                                      F-2
<PAGE>
                          INDEPENDENT AUDITORS' REPORT




April 10, 2003





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

We have audited the accompanying  consolidated  balance sheets of NT Media Corp.
of California,  Inc. and Subsidiary (Delaware development stage companies) as of
December  31,  2002  and the  related  consolidated  statements  of  operations,
stockholders' equity (deficit),  and cash flows for the years ended December 31,
2002 and 2001, and for the period from June 4, 1999, (inception) to December 31,
2002. These  consolidated  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audit.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of NT Media Corp. of
California, Inc. and Subsidiary (development stage companies) as of December 31,
2002,  and the  results of their  operations  and cash flows for the years ended
December 31, 2002 and 2001, and for the period from June 4, 1999, (inception) to
December 31, 2002, in conformity with accounting  principles  generally accepted
in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern.  As shown in the consolidated
financial  statements,  the Company has incurred net losses since  inception and
has experienced  severe liquidity  problems.  Those conditions raise substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plans  in  regards  to  those  matters  also  are  described  in  Note  16.  The
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.


    /s/ CALDWELL, BECKER, DERVIN, PETRICK & CO., L. L. P.
    -----------------------------------------------------

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


                                      F-3
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2003



                             ASSETS

CURRENT ASSETS:
   Cash                                                       $          9,396
   Film costs                                                           24,000
   Interest receivable, related party                                   12,483
                                                              ----------------

         Total current assets                                           45,879
                                                              ----------------

EQUIPMENT, net of accumulated
   depreciation of $8,618                                                3,166

DOMAIN NAME, net of accumulated amortization
   of $4,250                                                               750

OTHER ASSETS                                                               200
                                                              ----------------

         TOTAL ASSETS                                         $         49,995
                                                              ================


                                                                     CONTINUED
























                                      F-4
          See accompanying notes to consolidated financial statements.
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2003
                                   (CONTINUED)



                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                                            $         93,994
  Accrued liabilities                                                   15,773
  Accrued liabilities payable to related parties                       103,960
  Notes payable                                                         45,000
  Notes payable to related parties                                      50,563
  Accrued litigation settlement                                        100,000
                                                              ----------------
          Total current liabilities                                    409,290


CONVERTIBLE NOTES PAYABLE, RELATED PARTY                               917,800

ACCRUED INTEREST, RELATED PARTY, long term                             158,526
                                                              ----------------
      Total liabilities                                              1,485,616
                                                              ----------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT):

 Preferred stock, $.001 par value, 5,000,000 shares
    authorized, -0- issued and outstanding                                 ---
 Common stock: $.001 par value, 100,000,000 shares
    authorized, 36,747,750 shares issued and outstanding                36,748
 Additional paid-in-capital                                          1,107,165
 Common stock subscription receivable, 719,996 shares                  (69,482)
 (Deficit) accumulated during the development stage                 (2,510,052)
                                                              ----------------
      Total stockholders' equity (deficit)                          (1,435,621)
                                                              ----------------
       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)   $         49,995
                                                              ================













                                      F-5
          See accompanying notes to consolidated financial statements.
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                 INCEPTION
                                                               (JUNE 4, 1999)
                                                                    TO
                                    YEAR ENDED DECEMBER 31,     DECEMBER 31,
                                      2003           2002          2003
                                 -------------- -------------- --------------
REVENUE                          $     155,000  $     131,800  $     323,589
                                 -------------  -------------  -------------
COSTS and EXPENSES:

General and administrative             655,668        392,366      2,721,900
Depreciation and amortization            3,357          3,356        127,602
Loss on litigation settlement              ---         63,299        100,000
                                 -------------  -------------  -------------
   Total costs and expenses            659,025        459,021      2,949,502
                                 -------------  -------------  -------------
        OPERATING (LOSS)              (504,025)      (327,221)    (2,625,913)

OTHER INCOME (EXPENSE):
 Interest income, related party          5,252          4,356         12,734
 Interest expense                       (9,252)           ---         (9,252)
 Interest expense, related party       (57,178)       (66,981)      (176,712)
 Loan fees                              (5,000)           ---         (5,000)
 Debt forgiven                         264,124         26,471        290,595
 Legal fees forgiven                       ---         12,296         12,296
                                 -------------  -------------  -------------
     Net Other Income (Expense)        197,946        (23,858)       124,661
                                 -------------  -------------  -------------
(LOSS) BEFORE INCOME TAXES            (306,079)      (351,079)    (2,501,252)

PROVISION FOR INCOME TAXES               1,600          3,200          8,800
                                 -------------  -------------  -------------
  NET (LOSS)                     $    (307,679) $    (354,279) $  (2,510,052)
                                 =============  =============  =============
(Loss) per common share -
  basic and diluted              $       (0.01) $       (0.01)
                                 =============  =============
Weighted average number of
common shares outstanding           33,450,944     30,000,000
                                 =============  =============












                                      F-6
          See accompanying notes to consolidated financial statements.
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT))
<TABLE>
<S>                             <C>        <C>      <C>        <C>          <C>          <C>
                                   Common stock                              (Deficit)
                                   ------------                             Accumulated
                                                    Additional Common Stock During The
                                Number of            Paid-In   Subscription Development
                                 Shares    Amount    Capital    Receivable     Stage        Total
                                ---------- -------- ---------- ------------ ------------ ------------
Balance at June 4, 1999                --- $   ---  $     ---  $      ---   $       ---  $      ---
Stock sales June 4, 1999
 at $.003 per share              6,341,492   6,341     13,659         ---           ---       20,000
Stock sales August 25,
 1999 at $.011 per share         2,289,983   2,290     22,710         ---           ---       25,000
Stock sales October 12,
 1999 at $.022 per share         8,987,424   8,988    191,012     (10,000)          ---      190,000
Net (loss) for the period
 from June 4, 1999 to
 December 31, 1999                     ---     ---        ---         ---      (65,583)      (65,583)
                                ---------- -------  ---------  ----------   -----------  -----------
Balance at
 December 31, 1999              17,618,899  17,619    227,381     (10,000)      (65,583)     169,417
Payment received on stock
 sale February 1, 2000                 ---     ---        ---      10,000           ---       10,000
Stock sales April 19, 2000
 at $.057 per share              4,403,792   4,404    245,596         ---           ---      250,000
Stock sales May 5, 2000 at
 $.159 per share                 1,257,313   1,257    198,743         ---           ---      200,000
Net (loss) for the year
 ended December 31, 2000               ---     ---        ---         ---      (810,463)    (810,463)
                                ---------- -------  ---------  ----------   -----------  -----------
Balance at
 December 31, 2000              23,280,004  23,280    671,720         ---      (876,046)    (181,046)
Stock sales April 4, 2001
 at $.097 per share                719,996     720     68,762     (69,482)          ---          ---
Reorganization with NT
 Media April 17, 2001            6,000,000   6,000     (6,000)        ---           ---          ---
Issuance of stock options
 August 30, 2001                       ---     ---     19,500         ---           ---       19,500
Net (loss) for the year
 ended December 31, 2001               ---     ---        ---         ---      (972,048)    (972,048)
                                ---------- -------  ---------  ----------   -----------  -----------
Balances, December 31, 2001     30,000,000  30,000    753,982     (69,482)   (1,848,094)  (1,133,594)

Net (loss) for the year
 ended December 31, 2003               ---     ---        ---         ---      (354,279)    (354,279)
----------------------------    ---------- -------  ---------  ----------   -----------  -----------
</TABLE>


















                                      F-7
          See accompanying notes to consolidated financial statements.
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
         CONSOLIDATED STATEMENT OF STOCKHOLDERS' (DEFICIT)) (continued)
<TABLE>
<S>                             <C>        <C>      <C>        <C>          <C>          <C>
                                   Common stock                              (Deficit)
                                   ------------                             Accumulated
                                                    Additional Common Stock During The
                                Number of            Paid-In   Subscription Development
                                 Shares    Amount    Capital    Receivable     Stage        Total
                                ---------- -------- ---------- ------------ ------------ ------------
Balances, December 31, 2002     30,000,000   30,000    753,982    (69,482)   (2,202,373)  (1,487,873)

Stock sales, various dates,
 at $.038 per share                695,000      695     25,889        ---           ---       26,584
Stock sales, various dates,
 at $.053 per share              4,120,000    4,120    212,181        ---           ---      216,301
Stock sales, various dates,
 at $.06 per share                 392,500      393     23,157        ---           ---       23,550
Stock sales, various dates,
 at $.068 per share                350,000      350     23,275        ---           ---       23,625
Stock sales, various dates,
 at $.09 per share                 325,000      325     28,925        ---           ---       29,250
Stock sale, April 30, 2003
 at $.056 per share                 91,500       91      5,056        ---           ---        5,147
Stock sale, May 1, 2003
 at $.071 per share                 80,000       80      5,620        ---           ---        5,700
Stock sale, various dates,
 at $.075 per share                350,000      350     25,900        ---           ---       26,250
Stock sale, May 8, 2003
 at $.083 per share                 30,000       30      2,445        ---           ---        2,475
Stock sale, May 9, 2003
 at $.086 per share                 80,000       80      6,820        ---           ---        6,900
Stock sale, May 7, 2003
 at $.094 per share                 40,000       40      3,710        ---           ---        3,750
Stock sale, May 19, 2003
 at $.105 per share                 50,000       50      5,200        ---           ---        5,250
Stock sale, May 13, 2003
 at $.12 per share                  18,750       19      2,231        ---           ---        2,250
Stock sale, June 30, 2003
 at $.255 per share                 25,000       25      6,350        ---           ---        6,375
Offering costs                         ---      ---    (48,476)       ---           ---      (48,476)
Stock issued for services,
 July 2, 2003, $0.25
 per share                         100,000      100     24,900        ---           ---       25,000
Net (loss) for the year
 ended December 31, 2003               ---      ---        ---        ---      (307,679)    (307,679)
                                ---------- -------- ---------- ----------   -----------  -----------
Balances, December 31, 2003     36,747,750 $ 36,748 $1,107,165 $  (69,482)  $(2,510,052) $(1,435,621)
                                ========== ======== ========== ==========   ===========  ===========
</TABLE>


















                                      F-8
          See accompanying notes to consolidated financial statements.
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<S>                                             <C>         <C>         <C>
                                                                         INCEPTION
                                                                      (JUNE 9, 1999)
                                                                            to
                                                YEAR ENDED DECEMBER 31, DECEMBER 31,
                                                   2003        2002        2003
                                                ----------- ----------- ------------
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:

Net loss                                        $ (307,679) $ (354,279) $(2,510,052)
Adjustments to reconcile net (loss)
   to net cash used in operations:
 Depreciation and amortization                       3,357       3,356      127,602
 Impairment loss                                       ---         ---      180,328
 Operating expenses paid by reducing note
    receivable                                         ---         ---       10,000
 Stock issued for services                          25,000         ---       25,000
 Stock options issued for services                     ---         ---       19,500
 Legal fees forgiven                                   ---     (12,296)     (12,296)
 Debts forgiven                                   (264,124)    (26,471)    (290,595)
   Changes in operating assets and liabilities
    Interest receivable                             (5,001)     (4,356)     (12,483)
    Other assets                                   (24,000)      1,621      (24,200)
    Deferred income                                (30,000)     30,000          ---
    Litigation settlement                              ---      69,820      100,000
    Accounts payable and accrued expenses           42,183     121,547      338,711
    Accrued expenses, related party                153,445      58,743      264,245
                                                ----------  ----------  -----------
     Net cash (used in) operating activities      (406,819)   (112,315)  (1,784,240)
                                                ----------  ----------  -----------
CASH FLOWS FROM (TO) INVESTING ACTIVITIES:

Notes receivable from officers                     (29,000)        ---      (45,048)
Collection of notes receivable from officers        29,000         ---       35,048
Notes receivable, related parties                  (50,000)        ---      (50,000)
Collection of notes receivable, related parties     50,000         ---       50,000
Investment in property and equipment                   ---         ---      (18,879)
Investment in web site development costs               ---         ---     (292,968)
                                                ----------  ----------  -----------
     Net cash (used in) investing activities           ---         ---     (321,847)
                                                ----------  ----------  -----------
</TABLE>


                                                                     (Continued)







                                       F-9
          See accompanying notes to consolidated financial statements.
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (CONTINUED)
<TABLE>

<S>                                             <C>         <C>         <C>
                                                                         INCEPTION
                                                                      (JUNE 9, 1999)
                                                                            to
                                                YEAR ENDED DECEMBER 31, DECEMBER 31,
                                                   2003        2002        2003
                                                ----------- ----------- ------------
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:

Proceeds from issuance of common stock             383,407         ---    1,078,407
Payment of offering costs                          (48,476)        ---      (48,476)
Proceeds from note payable                          45,000         ---       45,000
Proceeds from note payable, related party           69,037      16,460      176,342
Payment of note payable, related party             (37,837)    (10,753)     (53,590)
Proceeds from issuance of convertible notes            ---     108,700      917,800
                                                ----------  ----------  -----------
     Net cash provided by financing activities     411,131     114,407    2,115,483
                                                ----------  ----------  -----------
NET INCREASE IN CASH
     AND CASH EQUIVALENTS                            4,312       2,092        9,396

           CASH AND CASH EQUIVALENTS,
                 BEGINNING OF PERIOD                 5,084       2,992          ---
                                                ----------  ----------  -----------
           CASH AND CASH EQUIVALENTS,
                    END OF PERIOD               $    9,396       5,084  $     9,396
                                                ==========  ==========  ===========
            ADDITIONAL DISCLOSURES:
               Cash paid for interest           $      897  $    1,014  $     1,911
                                                ==========  ==========  ===========
             Cash paid for income taxes         $      ---  $      ---  $     4,000
                                                ==========  ==========  ===========
</TABLE>

















                                      F-10
          See accompanying notes to consolidated financial statements.
<PAGE>
               NT MEDIA CORP. OF CALIFORNIA, INC. AND SUSBISDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

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 acquirer to purchase eCast's operations and/or assets. During this
time, NT Media also engaged in certain entertainment production and
international business development activities independent of those previously
conducted by eCast.

The Company has developed and is now pursuing an acquisition-driven growth
strategy. In particular, the Company intends to expand in the entertainment and
media sector through acquisitions in the design, production, and interactive
game sub-sectors. The Company is currently exploring opportunities among types
of companies including but not limited to, feature film and television
production, commercial and broadcast design, animation, visual effects,
interactive game developers for PC and consoles, marketing/branding firms,
commercial production, and interactive television design and production. The
Company will also seek alliances with networks, studios, and production
companies.

In its existing operations, the Company generates revenue through consulting
fees and commissions with respect to business development and strategy
consulting. In its targeted acquisition operations, the Company will generate
revenue based on the core operation(s) of any acquired companies.

                                      F-11
<PAGE>
               NT MEDIA CORP. OF CALIFORNIA, INC. AND SUSBISDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE 2.  GOING CONCERN AND MANAGEMENT'S PLANS

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company is in the
development stage, has suffered recurring losses, and has a net capital
deficiency.

The Company is currently devoting its efforts to raising additional capital and
investigating potential merger candidates. The Company's ability to continue as

a going concern is dependent upon its ability to develop additional sources of
capital, and ultimately, achieve profitable operations. The accompanying
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.

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 31, 2003.

Basis of Consolidation

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

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash on deposit 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, 2002 have been reclassified to conform to the current year
presentation.

                                      F-12
<PAGE>
               NT MEDIA CORP. OF CALIFORNIA, INC. AND SUSBISDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE 3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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, 2003, equipment consists of computer
equipment with estimated useful lives of five years.

Domain Name

Domain name includes direct costs of obtaining the domain name. The costs are
capitalized and amortized over the estimated useful life of five years, using
the straight-line method.

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.

Capitalized Film Costs

Film costs, including screenplays, rights to books or stage plays, related
adaptation costs, development costs, producers' fees, and production overhead
including specifically allocable costs are capitalized. Capitalized film costs
are amortized using the individual-film-forecast-computation method, which
amortizes such costs in the same ratio that current period actual revenue
(numerator) bears to estimated remaining unrecognized ultimate revenue as of the
beginning of the current fiscal year (denominator).

Concentrations of Credit Risk

For the years ended December 31, 2003 and 2002, revenue received from one and
two customers accounted for 100% and 76% of the Company's total revenue,
respectively.

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

As a limited liability company from June 4, 1999 (inception), through March 16,
2000, the Company's taxable income or loss was allocated to members in

                                      F-13
<PAGE>
               NT MEDIA CORP. OF CALIFORNIA, INC. AND SUSBISDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE 3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

accordance with their respective percentage of ownership. Therefore, no
provision or liability for federal income taxes have been included in the
consolidated financial statements for this period. However, California law
requires a minimum tax of $800 and an annual limited liability company fee of up
to $11,790 on gross income. Therefore, a provision and a related liability have
been included in the consolidated financial statements for California income
taxes.

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

The Company has adopted the liability method of accounting for income taxes
pursuant to Statement of Financial Accounting Standard (SFAS) No. 109,
"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 be realized.

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


                                      F-14
<PAGE>
               NT MEDIA CORP. OF CALIFORNIA, INC. AND SUSBISDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE 3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

them. At the time the carrying value of such assets exceeds the fair value of
such assets, impairment is recognized. The Company had capitalized $292,968 of
website development costs. As of December 31, 2001, the Company determined that
it was unlikely to receive any future cash flows from its website and recognized
an impairment charge of $179,036, the net remaining value of the asset.

Stock Option Plan

The Company accounts for stock based compensation in accordance with Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS No. 123"). This standard requires the Company to adopt the
"fair value" method with respect to stock-based compensation of consultants and
other non-employees. The Company did not change its method of accounting with
respect to employee stock options; the Company continues to account for these
under the "intrinsic value" method, and to furnish the proforma disclosures
required by SFAS No. 123. As of December 31, 2003, the Company does not have any
qualified or non-qualified stock option plans.

Advertising Costs

Advertising and sales promotion costs are expensed as incurred. Advertising
expenses were immaterial, for the years ended December 31, 2003 and 2002,
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").
This Statement simplifies the standards for computing earnings per share ("EPS")
previously found in Accounting Principles Board Opinion No. 15, Earnings Per
Share, and makes them more comparable to international EPS standards. SFAS No.
128 replaces the presentation of primary EPS with a presentation of basic EPS.
In addition, 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. However, such presentation is not required if the effect is
antidilutive. Accordingly, no such presentation has been made.

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

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

                                      F-15
<PAGE>
               NT MEDIA CORP. OF CALIFORNIA, INC. AND SUSBISDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE 3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements

In December 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure-an amendment of SFAS No.
123." This Statement amends SFAS No. 123, "Accounting for Stock-Based
Compensation," to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. In addition, this Statement amends the disclosure requirements of
SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. Under the
provisions of SFAS No. 148, companies that choose to adopt the accounting
provisions of SFAS No. 123 will be permitted to select from three transition
methods: Prospective method, Modified prospective method and Retroactive
restatement method. The transition and annual disclosure provisions of SFAS No.
148 are effective for the fiscal years ending after December 15, 2002.
Management does not anticipate the implementation of this Statement to have a
material impact on the Company's financial statements.

In April 2003, FASB issued SFAS No. 149, "Accounting for Derivative Instruments
and Hedging Activities," which is effective for contracts entered into or
modified after June 30, 2003 and for hedging relationships designated after June
30, 2003. This statement amends and clarifies financial accounting and reporting
for derivative instruments including certain instruments embedded in other
contracts and for hedging activities under SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities." The adoption of this standard is
not expected to have a material impact on the Company's financial statements.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity," which is
effective for financial instruments entered into or modified after May 31, 2003,
and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. SFAS No. 150 establishes standards for how an
issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. The adoption of this standard is
not expected to have a material impact on the Company's financial statements.

In December 2002, the FASB issued Interpretation 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" ("FIN 45") was issued. FIN 45 requires a guarantor
entity, at the inception of a guarantee covered by the measurement provisions of
the interpretation, to record a liability for the fair value of the obligation
undertaken in issuing the guarantee. FIN 45 applies prospectively to guarantees
the Company issues or modifies subsequent to December 31, 2002. The Company has
historically not issued guarantees and therefore FIN 45 will not have a material
effect on its financial statements.



                                      F-16
<PAGE>
               NT MEDIA CORP. OF CALIFORNIA, INC. AND SUSBISDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE 3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In January 2003, the FASB issued FIN 46, "Consolidation of Variable Interest
Entities." FIN 46 clarifies the application of Accounting Research Bulletin No.
51, "Consolidated Financial Statements," for certain entities which do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties or in which equity
investors do not have the characteristics of a controlling financial interest
("variable interest entities"). Variable interest entities will be required to
be consolidated by their primary beneficiary. The primary beneficiary of a
variable interest entity is determined to be the party that absorbs a majority
of the entity's expected losses, receives a majority of its expected returns, or
both, as a result of holding variable interests, which are ownership,
contractual, or other pecuniary interests in an entity. FIN 46 applies
immediately to variable interest entities created after January 31, 2003, and to
variable interest entities in which an enterprise obtains an interest after that
date. It applies in the first fiscal year or interim period beginning after June
15, 2003, to variable interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. FIN 46 applies to public
enterprises as of the beginning of the applicable interim or annual period. The
Company's adoption of FIN 46 did not have any impact upon the Company's
financial condition or results of operations.

In November 2002, the Emerging Issues Task Force ("EITF") reached a consensus on
Issue 00-21, "Accounting for Revenue Arrangements with Multiple-Deliverables"
("EITF 00-21"). EITF 00-21 addresses how to account for arrangements that may
involve the delivery or performance of multiple products, services and/or rights
to use assets. The consensus mandates how to identify whether goods or services
or both which are to be delivered separately in a bundled sales arrangement
should be accounted for separately because they are "separate units of
accounting." The guidance can affect the timing of revenue recognition for such
arrangements, even though it does not change rules governing the timing or
pattern of revenue recognition of individual items accounted for separately. The
final consensus will be applicable to agreements entered into in fiscal years
beginning after June 15, 2003 with early adoption permitted. Additionally,
companies will be permitted to apply the consensus guidance to all existing
arrangements as the cumulative effect of a change in accounting principle in
accordance with APB Opinion No. 20, Accounting Changes. The Company does not
believe the adoption of EITF 00-21 will have a material impact on the Company's
financial position or results of operations.

NOTE 4.  EQUIPMENT AND DOMAIN NAME

Equipment consists of the following at December 31, 2003:

         Computer equipment                                     $ 11,784
         Less accumulated depreciation                             8,618
                                                                --------
                                                                $  3,166
                                                                ========


                                      F-17
<PAGE>
               NT MEDIA CORP. OF CALIFORNIA, INC. AND SUSBISDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE 4.  EQUIPMENT AND DOMAIN NAME (continued)

Domain name consists of the following at December 31, 2003:

         Domain name                                               5,000
         Less accumulated amortization                             4,250
                                                                --------
                                                                $    750
                                                                ========

Depreciation and amortization expenses for the years ended December 31, 2003 and
2002 were $3,357 and $3,356, respectively.

NOTE 5.  NOTES PAYABLE

On March 31, 2003, the Company obtained a short-term note payable from an
unrelated party 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. The note
was extended by mutual consent.

On August 27, 2003, an additional loan from the same entity was obtained 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. The Company paid
$3,000 of loan fees to a related party entity in which a director has an equity
interest. Effective interest, which includes loan fees, was 42%.

NOTE 6. NOTES PAYABLE - RELATED PARTY

On September 11, 2003, the Company borrowed $20,000 from Universal Detection
Technology ("UDT"), a company whose President and Chief Executive Officer is an
affiliate of the Company's Secretary / Director. The note bears interest at 6%
per annum and was due October 15, 2003. The note was extended by mutual consent.

On December 2, 2003, the Company borrowed an additional $10,000 from UDT, which
bears interest at 6% per annum and was due February 24, 2004.

On December 23, 2003, UDT advanced the Company $20,000 which bears interest at
6% per annum and was due on February 29, 2004. The Company paid Astor Capital
$2,000 in loan fees related to this note. Astor Capital, Inc. is a California
corporation of which Ali Moussavi, the Company's Secretary / Director, is the
Manager/Partner and 50% owner. Effective interest for this note, which includes
loan fees, was 40%.

As of December 31, 2002, the Company had a note payable to a Manager/Partner of
Astor Capital in the amount of $37,400. The note bears interest at the rate of
6% per annum and is due on demand. At December 31, 2003, the principal balance
remaining was $563.




                                      F-18
<PAGE>
               NT MEDIA CORP. OF CALIFORNIA, INC. AND SUSBISDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE 7.  CONVERTIBLE NOTES - RELATED PARTY

As of December 31, 2003, the Company had $917,800 of 6% subordinated convertible
notes outstanding. The notes are due to two related parties who owned an
aggregate of 40.7% of the issued and outstanding stock of the Company as of
December 31, 2003. 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 2005, 2006 and 2007 in the amounts of $410,000, $399,100 and $108,700,
respectively. The proceeds were primarily used for operating activities as well
as for investing in Web site development. Interest expense accrued for the years
ended December 31, 2003 and 2002 totaled $55,068 and $57,066, respectively. As
of December 31, 2003, interest accrued on convertible notes totaled $158,526.

NOTE 8.  INCOME TAXES

The income tax provision (benefit) for the years ended December 31, 2003 and
2002 differs from the computed expected provision (benefit) at the federal
statutory rate for the following reasons:

                                                     2003          2002
                                                 -----------   -----------
Computed expected income tax provision (benefit) $ (105,000)   $ (134,000)
Net operating loss carryforward increased           106,000       135,000
Non-deductible meals and entertainment               (1,000)       (1,000)
                                                 ----------    ----------
    Income tax provision (benefit)               $     ----    $      ---
                                                 ==========    ==========

The components of the deferred tax assets and (liabilities) as of December 31,
2003 were as follows:

    Deferred tax assets:
    Temporary differences:
        Net operating loss carryforward             $  926,000
        Valuation allowance                           (926,000)
                                                    ----------
        Net long-term deferred tax asset            $      ---
                                                    ==========

The components of the deferred tax (expense) benefit were as follows for the
years ended December 31, 2003 and 2002:





                                      F-19
<PAGE>
               NT MEDIA CORP. OF CALIFORNIA, INC. AND SUSBISDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE 8.  INCOME TAXES (continued)

                                                           December 31,
                                                        2003         2002
                                                    -----------  -----------
    Deferred tax assets:
        Increase in net operating loss carryforward    106,000      135,000
       Change in valuation allowance                  (106,000)    (135,000)
                                                    ----------   ----------
                                                    $      ---   $      ---
                                                    ==========   ==========

As of December 31, 2003, the Company has net operating loss carryforwards
available to offset future taxable income of approximately $2,410,000 expiring
beginning in 2020.

NOTE 9.  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. The agreement can be
terminated at any time by either party.

Rent expense was $9,080 and $19,583 for the years ended December 31, 2003 and
2002, respectively.

In August 2003, the Company entered into a consulting agreement, which calls for
monthly payments of $3,500 to the consultant for producer's fees on a feature
film. Accordingly, fees paid in 2003 have been capitalized as film costs. The
agreement is for a period of one year.

In December 2003, the Company entered into a consulting agreement, which
required an initial payment of $10,000 and additional amounts as mutually agreed
upon. The consultant will develop entertainment projects for which the Company
will recoup 150% of its initial investment upon completion of the projects, if
any.

The Company currently has one employee, its Chief Executive Officer and
President, who has received 100,000 shares of the Company's common stock as
compensation as of December 31, 2003. The shares were valued at $25,000, the
fair market value of the stock on the date issuable. The officer is eligible to
receive an additional 100,000 shares based on performance.

NOTE 10.  STOCKHOLDERS' EQUITY (DEFICIT)

During the year ended December 31, 2003, the Company sold 6,647,750 shares of
common stock for $383,407. The Company paid offering costs of $10,135 to Astor
Capital, Inc., a company managed and owned 50% by the Company's Secretary /
Director and $38,341 to an unrelated party.




                                      F-20
<PAGE>
               NT MEDIA CORP. OF CALIFORNIA, INC. AND SUSBISDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE 10.  STOCKHOLDERS' EQUITY (DEFICIT) (continued)

Stock Options

On August 7, 2002, the Company issued 10,000 non-qualified stock options to a
former corporate officer and to his lawyer to purchase up to 10,000 shares of
the Company's common stock, par value $.001, at an exercise price of $.15 per
share. The options are 100% vested. If not exercised, the options will expire
August 6, 2004. Because the exercise price, which is $.15, for the options
granted was greater than the estimated fair market value of the stock at the
date of grant, compensation expense was not recognized for the year ended
December 31, 2002.

Presented below is a summary of stock option activities for the two years ended
December 31, 2003:
                                                                Weighted-
                                                                 Average
                                           Stock Options      Exercise Price
                                         -----------------  ------------------
Outstanding at December 31, 2001                   65,000              $ 1.00
Granted                                            10,000                0.15
Exercised                                               -                   -
Forfeited                                               -                   -
Expired                                                 -                   -
                                         -----------------  ------------------
Outstanding at December 31, 2002                   75,000                0.89
Granted                                                 -                   -
Exercised                                               -                   -
Forfeited                                         (65,000)               1.00
Expired                                                 -                   -
                                         -----------------  ------------------
Outstanding at December 31, 2003                   10,000              $ 0.15
                                         =================  ==================

NOTE 11.  RELATED PARTY TRANSACTIONS

Notes Receivable and Advances to Officers

On June 19, 2003, the Company loaned $50,000 to a related party at an interest
rate of 10% per year. The note was due the sooner of July 10, 2003 or upon the
related party raising additional funds of more than $100,000. As of December 31,
2003, the note and accrued interest had been repaid to the Company.

In May 2003, the Company advanced $27,000 to an officer / member of the Board of
Directors. The advance bears interest at 5% per year and was due on demand. In
July 2003, the Company advanced an additional $2,000 on this note. As of
December 31, 2003, the note had been repaid to the Company.





                                      F-21
<PAGE>
               NT MEDIA CORP. OF CALIFORNIA, INC. AND SUSBISDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2003

NOTE 11.  RELATED PARTY TRANSACTIONS (continued)

Astor Capital, Inc.

On October 1, 2002, the Company engaged Astor Capital, Inc. ("Astor") as its
investment banker and advisory services consultant. Astor is a California
corporation of which Ali Moussavi, the Company's Secretary, is the
Manager/Partner and 50% owner. During the year ended December 31, 2002, the
Company paid $68,600 to Astor. At December 31, 2002, Astor held 7.8% of the
Company's total common stock issued and outstanding.

During June 2003, the agreement with Astor was amended and extended through June
2004. The new agreement calls for monthly payments of $25,000 to Astor in
addition to payments of 10% of all debt and equity raised.

For the year ended December 31, 2003, the Company paid $109,222 to Astor
Capital, Inc. for consulting fees, loan fees, and placement fees. At December
31, 2003, the Company had $100,000 recorded in accrued liabilities, related
party for consulting fees payable to Astor Capital. At December 31, 2003, Astor
Capital, Inc. held 6.4% of the Company's total common stock issued and
outstanding.

NOTE 12.  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, 2003 the balance due for the
settlement was $113,178, including accrued interest.

NOTE 13.  FORGIVENESS OF DEBTS

During 2003, certain of the Company's former officers and employees forgave
$264,124 of accrued expenses and notes payable.

During 2002, the Company's ex-counsel forgave $12,296 of legal fees incurred
during 2001.

NOTE 14.  SUBSEQUENT EVENTS

During January and February 2004, the Company entered into bridge notes with
Astor for $2,000 and $4,000 respectively. The notes are due on demand and bear
no interest.

In February 2004, the Company sold 356,666 shares of its common stock in private
placements to individuals for proceeds of $12,774, less approximately $1,277
offering costs paid to Astor.

                                      F-22
<PAGE>
                                   SIGNATURES

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

DATE:  April 13, 2004              NT MEDIA CORPORATION OF CALIFORNIA, INC.


                                   By /s/ Chris Briggs
                                     -------------------------------------------
                                     Chris Briggs, President and Chief Executive
Officer and Chief Financial Officer
(Principal Financial and Accounting Officer)

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

Signature                         Title                        Date

         /s/ Chris Briggs        Chairman of the Board        April 13, 2004
-------------------------------
Chris Briggs


         /s/ Ali Moussavi        Director, Secretary          April 13, 2004
-------------------------------
Ali Moussavi




























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