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

                                   FORM 10-KSB

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

                  For the fiscal year ended: December 31, 2006

                                       OR

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

                   For the transition period from:      to
                                                  -----    -----

                         Commission File Number 0-31012

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


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             Delaware
 (State or other jurisdiction of                        94-3357128
  incorporation or organization)           (I.R.S. Employer Identification No.)
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          7800 Oceanus Drive
        Los Angeles, California                           90046
(Address of principal executive offices)                (Zip Code)
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                    Issuer's telephone number: (323) 445-4833

      Securities registered under Section 12(b) of the Exchange Act: None.
Securities registered under Section 12(g) of the Exchange Act: Common Stock,
                                $.001 par value.

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

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

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

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

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

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold,  or the  average  bid and  asked  price  of such  common  equity,  as of a
specified date within the past 60 days: $748,049 as of April 4, 2007.

The  number of shares  outstanding  of each of the  issuer's  classes  of common
equity, as of the latest practicable date:  75,709,133 common shares,  $.001 par
value, outstanding as of April 4, 2007.

Documents Incorporated By Reference:  None.

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

<PAGE>

                                     PART I

Forward Looking Statements

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

Item 1.  Description of Business

General

NT Media Corporation of California,  Inc. is a Delaware corporation incorporated
on March 14,  2000.  We  primarily  are engaged in the  business of  developing,
producing and  distributing  programming  for the  entertainment  industry.  Our
current  business  operations  are focused on the  development,  production  and
distribution of programming in the entertainment industry. We intend to continue
to utilize the  Company's  media and  entertainment  assets and  channels  going
forward.  However, we are also currently exploring business opportunities in the
technology and sciences area to augment the Company's  primary line of business.
While the board of directors has not  determined to acquire or invest in any new
technology  opportunities  to date,  we may in the  future,  seek to expand  the
Company's  operations by engaging in  acquisitions,  joint ventures or strategic
investments  in  technology  ventures  as  approved  by the  Company's  board of
directors.

In December 2003, we entered into a production agreement with RG Productions for
the  production  of a feature  film.  We paid RG  Productions  an initial fee of
$10,000  for the right to recoup  150% of its  investment  upon RG  Productions'
completion of any of the entertainment projects it currently had in development.

                                       1

<PAGE>

We will  also have  rights to  participate  in  future  projects  on terms to be
negotiated at that time. To date, there have been no projects  produced pursuant
to this agreement.

During the third quarter of 2004, we abandoned our plans to complete  production
of a project  entitled "Rap Battle" due to the additional  costs and risks which
would be incurred,  as well as our limited personnel  resources.  As a result of
this decision,  we sold our interest in this project to Riddle Records,  Inc., a
related party, in exchange for the  reimbursement of all of our production costs
incurred to date,  which totaled  $12,717.  Riddle Records  purchased all of our
interest in this project  with  payment due to us on December  31, 2005.  Due to
limited operations of Riddle Records,  the Company has recorded an allowance for
doubtful account as of December 31, 2006.

During  the  third  quarter  of  2004,  we  entered  into an  agreement  with SU
Productions,  LLC to form a limited liability  corporation named SU Distribution
LLC ("SUD").  SUD is owned 51% by us and 49% by SU Productions  LLC.  During the
fourth quarter of 2004, SUD completed  production of the first three episodes of
an  adult-themed  "direct to DVD" program  entitled  "Strippers  Untamed." As of
December 31, 2006,  the Company  decided the prospects of selling these DVDs was
negligible.  Management determined the value of their capitalized film costs and
inventory to be $0.

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

In  August  2006,  we  optioned  the  production  rights  to  three  films.  The
screenplays are registered  with the Writers Guild of America.  All three of the
options expired without being exercised.

In August 2006, we also announced plans to launch  Multi-Platform  digital media
services.  The platforms will include PCs, mobile  devices,  and digital TVs. In
September,  we started to launch our Music Division, NT Music. NT Music will not
be a traditional  record label but will focus on creating and acquiring  musical
content,  and marketing and exclusively  distributing such content through these
new media  outlets such as  peer-to-peer,  viral digital  marketing,  and mobile
content and ring-tone sales. We also plan to re-launch our series "Real or Fake"
which  previously  debuted on its  Neurotrash  Website and make it available for
mobile  content.  We also plan to make it  user-generated  as well with consumer
voting and contests.

In August of 2006, we announced the intent to produce the Hollywood  House Party
Series.  We will make the series  available  for mobile media through our recent
plans to provide multi-platform Digital Media services. We have also allocated a
$500 prize for the best  Hollywood  House party Clip.  The Company has  received
numerous  clips and plans to display them upon the completion of the new website
anticipated in the third quarter of 2007.

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<PAGE>


In September of 2006,  we announced  that we had signed with BANGO,  PLC to sell
and deliver NT Media's  content to mobile  customers  worldwide.  BANGO PLC is a
London Stock Exchange traded company which was founded in 1999 to enable content
providers to benefit from the  opportunities  presented by the mobile  internet.
The Company has  continued its  affiliation  with BANGO PLC and the Company will
utilize  its  mobile  web  services  with  the  launch  of its  Mobile  Platform
anticipated in the third quarter of 2007.

In October of 2006,  we  announced  that we had signed  Mikey Mo "The MC" to our
newly created music  division.  NT Music will focus on  distributing  Mikey Mo's
music through digital musical  distribution as well as mobile music content.  We
plan to distribute the music through digital media outlets such as peer-to-peer,
viral digital  marketing and mobile  content.  We also plan to make Mikey's Mo's
music available  through digital services such as Apple iTunes,  Napster and MSN
Music.  The Company  took the first step by  launching  an online music store in
March 2007. The Company has also expanded the  availability  of Mikey Mo's music
by also  distributing it on Audio Lunchbox and Peer Impact.  The main sources of
revenues will be: online advertising,  sale of content,  music downloads,  video
downloads, ringtone sales and affiliate programs.

In November of 2006, we announced  our plan to  distribute  our music on iTunes,
the digital download store from Apple,  Napster and MSN Music and numerous other
digital music stores,  including mobile platforms and subscription services. The
Company has continued in its efforts in making its website  compatible  with the
various digital music stores.

In  November  of 2006,  we  announced  that we had joined  the iTunes  Affiliate
Program.  Through  the  program our music  division,  NT Music,  will be able to
display the iTunes logo on its site and generate  commissions  by purchases made
through links to the iTunes store.

In March of 2007,  we launched an online music store  featuring a  comprehensive
library of songs  from major  record  labels  for sale to  consumers.  The music
catalogue  includes more than 2 million songs from all four major record labels:
Sony/BMG, Universal, EMI, and Warner, as well as some of the largest independent
distributors like Orchard, IODA, and CD Baby.

In March of 2007,  Company  announced  that it plans to distribute  its music on
Audio Lunchbox and Peer Impact.

Governmental Approval

We are not presently aware of any governmental  agency approval required for any
of our existing  operations or operations of our targeted  acquisitions.  We are
subject to Federal Trade Commission  regulation and other federal and state laws
relating to the  development,  production,  and  distribution  of  entertainment
programming.  There are additional  limitations  relating to the distribution of
adult  oriented  products.  We believe that we are in compliance  with all laws,
rules, and regulations material to our operations.

Marketing and Sales

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

                                       3
<PAGE>

Manufacturing

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

Research and Development

We did not spend any  money on  research  and  development  for the years  ended
December 31, 2006 and 2005. We currently  intend to focus  substantially  all of
our efforts and  resources on  developing  new  projects or acquiring  completed
products  for  distribution  in the various  entertainment  markets,  including,
direct to home viewing, television, and independent feature films.

Employees

As of April 4, 2007, we had one  employee.  We also employ  outside  consultants
from  time  to time to  provide  various  services.  None of our  employees  are
represented by a labor union.

Competition

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

Intellectual Property

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

Risk Factors

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

Our independent  auditors' report expresses  substantial doubt about our ability
to continue as a going concern.

Our independent  auditors'  report,  dated April 2, 2007 includes an explanatory
paragraph relating to substantial doubt as to our ability to continue as a going
concern,  due to our working  capital  deficit at  December  31,  2006.  We have

                                       4
<PAGE>

experienced operating losses since the date of the auditors' report and in prior
years. Our auditors report may impede our ability to raise additional capital on
terms acceptable to us. If we are unable to obtain financing on terms acceptable
to  us,  or at  all,  we  will  not  be  able  to  accomplish  any or all of our
initiatives  and will be forced to consider  steps that would protect our assets
against our  creditors.  If we are unable to continue as a going  concern,  your
entire investment in us could be lost.

Our failure to timely pay our indebtedness may require us to consider steps that
would protect our assets against our creditors.

If we cannot raise additional  capital, we will not be able to repay our debt or
pursue  our  business  strategies  as  scheduled,  or at all,  and we may  cease
operations.  We have been unable to pay all of our  creditors  and certain other
obligations in accordance with their terms. In the aggregate, as of December 31,
2006, we have approximately $2,200,000 in debt obligations,  including interest,
owing within the next 12 months.  During the year ended  December  31, 2006,  we
have issued additional debt in the aggregate amount of $50,443. These additional
notes are either  being  paid  currently  or have been  extended  by  agreement.
However,  we cannot  assure you that any of these note holders will  continue to
extend payment of these debt obligations or ultimately agree to revise the terms
of this debt to allow us to make scheduled  payments over an extended  period of
time.  We have no cash on hand and we do not expect to  generate  material  cash
from operations within the next 12 months. We have attempted to raise additional
capital through debt or equity  financings and to date have had limited success.
The downtrend in the financial markets has made it extremely difficult for us to
raise additional capital.  In addition,  our common stock trades on the Over The
Counter Bulletin Board which makes it more difficult to raise capital than if we
were trading on the NASDAQ Stock Market.  Also, our default in repaying our debt
restricts our ability to file registration statements,  including those relating
to capital-raising  transactions,  on Form S-3, which may make it more difficult
for us to raise  additional  capital.  If we are unable to obtain  financing  on
terms  acceptable to us, or at all, we will not be able to accomplish any or all
of our  initiatives  and will be forced to consider steps that would protect our
assets against our creditors.

We have a history of losses and we do not anticipate  that we will be profitable
in fiscal 2007.

We have  incurred  losses  since  inception  and have not  generated  sufficient
revenues  to cover our  expenses  during  2005 and 2006.  We had an  accumulated
deficit of  approximately  $5.2 million as of December 31, 2006.  During  fiscal
2006, we incurred a net loss of approximately $730,000.  Achieving profitability
depends upon numerous factors, including out ability to raise additional capital
in order to  produce  projects,  which in turn will  generate  sales.  We do not
anticipate  that we will be profitable in fiscal 2007. As a result of the losses
and negative cash flows from operations, our ability to continue operations will
depend on our ability to generate  increased  revenues and the  availability  of
outside financing for working capital.  If we are unable to generate  sufficient
revenues in the near future to cover our expenses or obtain  outside  capital to
cover  operating  expenses,  we may be unable to  expand  or  maintain  business
operations.

If we obtain financing, existing shareholder interests may be diluted.

If we raise  additional  funds by issuing equity or convertible debt securities,
the percentage  ownership of our shareholders will be diluted. In addition,  any

                                       5
<PAGE>

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

Our  reliance on third  parties for  development  of our products may affect our
future prospects.

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

We have limited experience in and resources for our industry.

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

Our products may not be  commercially  accepted which will adversely  affect our
revenues and profitability.

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

The  competitive  market in which we operate makes it very  difficult to develop
projects that are of interest to us.

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

Our stock price is volatile.

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<PAGE>

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

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

Our stock historically has been thinly traded,  therefore,  shareholders may not
be able to sell their shares easily.

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

Failure to protect our  intellectual  property may adverse  impact our financial
results.

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

Potential  anti-takeover  tactics through issuance of preferred stock rights may
be detrimental to common shareholders.

We are authorized to issue up to 5,000,000  shares of preferred  stock, of which
none currently are issued and outstanding.  The issuance of preferred stock does
not  require  approval by the  shareholders  of our common  stock.  Our Board of
Directors, in its sole discretion, has the power to issue preferred stock in one
or more series and establish  the dividend  rates and  preferences,  liquidation
preferences,  voting rights,  redemption and conversion terms and conditions and
any  other  relative  rights  and  preferences  with  respect  to any  series of
preferred  stock.  Holders  of  preferred  stock may have the  right to  receive

                                       7
<PAGE>

dividends,  certain  preferences in liquidation and conversion and other rights,
any of  which  rights  and  preferences  may  operate  to the  detriment  of the
shareholders of our common stock.  Further,  the issuance of any preferred stock
having rights  superior to those of our common stock may result in a decrease in
the market  price of the common  stock and,  additionally,  could be used by our
Board of Directors as an anti-takeover  measure or device to prevent a change in
our control.

Item 2.  Description of Property

Our  principal  offices  are  located  at  7800  Oceanus  Avenue,  Los  Angeles,
California 90046. We are presently  occupying the offices of our President,  Mr.
Ali  Moussavi,  at no cost to us, as our sole office,  an  arrangement  which we
expect to continue until the Company raises enough capital to move offices.

Item 3.  Legal Proceedings

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

Item 4.  Submission of Matters to a Vote of Security Holders

No  matters  were  submitted  to a vote of our  security  holders,  through  the
solicitation of proxies or otherwise,  during our fiscal year ended December 31,
2006.

                                    PART II

Item 5.  Market for  Common  Equity,  Related  Stockholder  Matters,  and Small
         Business Issuer Purchases of Equity Securities

Our common  stock is traded on the OTC Bulletin  Board under the symbol  "NTMM."
The following  table sets forth the high and low bid  information  of our common
stock on the OTC  Bulletin  Board for each  quarter  during  the last two fiscal
years and the subsequent  interim period, as reported by the OTC Bulletin Board.
This information reflects inter-dealer prices, without retail mark-up, mark-down
or commission and may not represent actual transactions.

                                              High Bid        Low Bid
                                              --------        --------

      Year Ended December 31, 2005
      ----------------------------
      First Quarter                           0.60            0.21
      Second Quarter                          0.50            0.15
      Third Quarter                           0.48            0.32
      Fourth Quarter                          0.3434          0.085

      Year Ended December 31, 2006
      ----------------------------
      First Quarter                           0.085           0.015
      Second Quarter                          0.02            0.0051
      Third Quarter                           0.15            0.01
      Fourth Quarter                          0.12            0.005

      First Quarter of 2007                   0.025           0.01

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<PAGE>

Holders

As of April 4, 2007, we had 178 shareholders of record of our common stock.

Dividends

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

Recent Sales of Unregistered Securities

During fiscal 2006, we issued the following securities which were not registered
under the Securities  Act of 1933, as amended (the "Act"),  but were exempt from
the  registration  requirements  of the Act,  under Rule 506 insofar as: (1) the
investor was accredited  within the meaning of Rule 501(a);  (2) the transfer of
the securities was restricted in accordance with Rule 502(d);  (3) there were no
more than 35 non-accredited  investors in any transaction  within the meaning of
Rule 506(b) after taking into  consideration  all prior  investors under Section
4(2) of the Act within the twelve months preceding the transaction;  and (4) the
offer and sale was not  effected  through  any general  solicitation  or general
advertising within the meaning of Rule 502(c).

In 2006, we issued an unsecured  promissory  note issued to Ali Moussavi for the
amount of  $32,500.00  U.S due on March 24, 2007.  The maturity date of the note
was verbally  extended to December 31, 2007.  The note is not  convertible  into
securities.

Aside from the above transaction,  we have not sold any unregistered  securities
during the last fiscal year other than those  previously  reported in  Quarterly
Reports  on Form  10-QSB  or  Current  Reports  on Form 8-K and  filed  with the
Securities and Exchange Commission.

Securities Authorized For Issuance Under Equity Compensation Plans

Set forth in the table below is information regarding awards made through equity
compensation plans, through December 31, 2006, for our last fiscal year.

<TABLE>
<CAPTION>
                                                       Number of
                                                    securities to be           Weighted-               Number of
                                                      issued upon           average exercise          securities
                                                      exercises of        price of outstanding       available for
                                                  outstanding options,      options, warrants,        future plan
                 Plan Category                    warrants, and rights         and rights              issuance
-------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                     <C>                    <C>
Equity compensation plans approved                        N/A                     N/A                    N/A
by security holders
-------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       9
<PAGE>

<TABLE>
<CAPTION>
Equity compensation plans not approved by
security holders

     <S>                                            <C>                           <C>                <C>
     2006 Consultant Stock Plan                     25,000,000 (1)                N/A                400,000 (2)
</TABLE>

(1)  Represents total number of shares of common stock originally authorized for
     stock grants. The Plan does not authorize stock option grants.

(2)  Represents number of shares of common stock authorized but not issued under
     the S-8 plan. The plan does not authorize stock option grants.

On June 29, 2006, our Board of Directors  adopted the 2006 Consultant Stock Plan
(the  "Plan").  The  Plan  authorizes  common  stock  grants  to our  employees,
officers, directors,  consultants,  independent contractors,  advisors, or other
service  providers,  provided that such services are not in connection  with the
offer and sale of  securities  in a  capital-raising  transaction.  We  reserved
25,000,000  shares of our common stock for awards to be made under the Plan. The
Plan is to be administered by a committee of one or more members of our Board of
Directors.

Item 6.  Management's Discussion and Analysis or Plan of Operation

Overview

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

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

                  Purpose                                          Amount
---------------------------------------------------              ----------

Growth Capital for Acquired Subsidiaries                         $500,000

Additional Employees                                             $100,000

Marketing and Public Relations Campaigns                         $300,000

Participation in Industry and Trade Functions                    $50,000

Ongoing Operations                                               $300,000

Capital needed for total amount of convertible
notes reaching maturity (unless notes are extended)              $918,000

Capital needed for total amount of notes payable
reaching maturity (unless notes are extended)                    $703,000

Capital needed to pay accounts payable and accrued
expenses owing                                                   $1,327,000

Outside financing will continue to be necessary to meet our anticipated  working

                                       10
<PAGE>

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

Plan of Operations

The Company plans to take advantage of the growth in the Mobile digital  content
and digital music  distribution  sectors through joint  ventures.  Over the last
several months, The Company has joined the affiliate programs of Apple's iTunes,
Bango PLC,  Blockbuster,  and Shelter From The Store  Records.  These deals have
given NT Media a foothold in the fast growing digital media space. Areas that we
see the most growth potential are different music  platforms,  skilled gaming in
the U.S. and abroad and vertical social and professional networking. The company
anticipates  to have cash  requirements  of about  $4.2  million  in the next 12
months,  the bulk of which would be put toward the repayment of notes that would
be due and  servicing  our debt.  The  remainder  will be used for marketing and
professional  services and personnel.  We expect to raise the said funds through
private  placements of debt and equity  throughout the year, but there can be no
assurance that we will be successful in such placements.

Our research and  development  will primarily  consist of finding  knowledgeable
agents that can analyze the business of our  potential  joint  venture  partners
throughout the U.S. and abroad with a concentration  in Europe,  the Middle East
and China.

Off-Balance Sheet Arrangements

We have not entered into any  off-balance  sheet  arrangements  that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial  condition,  revenues or expenses,  results of  operations,
liquidity,  capital  expenditures,  or  capital  resources,  and  that  would be
considered material to investors.

Liquidity and Sources of Capital

We have incurred operating losses as of December 31, 2006, We had an accumulated
deficit  of  $5,196,920.  At  December  31,  2006,  we had  $415 of cash or cash
equivalents and a net working capital deficit of $2,947,361.

During the last three years,  both our company and our wholly-owned  subsidiary,
Ecast,  have been  dependent  on borrowed or invested  funds in order to finance
their  ongoing  operations.  As of  December  31,  2006,  Ecast had  $620,000 in
outstanding  debt  represented by 6% convertible  notes while we had $297,800 in
outstanding  debts  represented by 6% convertible  notes.  These notes have been
issued to two of our major stockholders,  of which $917,800 is now classified as
current  liabilities.  During the year ended  December 31,  2006,  we borrowed a

                                       11
<PAGE>

total of $33,620 from our  President  through  non-interest  bearing  notes.  We
anticipate  having to  continue  to borrow  funds or  obtain  additional  equity
capital to provide our working capital.

The audit report of our independent  registered  public  accounting firm for the
year ended  December 31, 2006  includes a "going  concern"  explanation.  In the
accountant's  opinion,  our limited  operating  history and the  accumulated net
deficit as of December 31, 2006,  raised  substantial doubt about our ability to
continue as a going  concern.  We require  $2,947,776  in capital  over the next
twelve  months  for pay off  accounts  payable  and  accrued  expenses,  and the
convertible  notes  and  notes  payable  reaching  maturity  unless  we  receive
additional extensions.

Due to our limited cash flow,  operating  losses and  intangible  assets,  it is
unlikely that we could obtain financing  through  commercial or banking sources.
Consequently,  we are  dependent on  continuous  cash  infusions  from our major
stockholders and other outside sources in order to fund our current  operations.
If these outside  sources are unwilling or unable to provide  necessary  working
capital to us, we would probably not be able to sustain our operations. There is
no written agreement or contractual obligation,  which would require our outside
sources to fund our  operations  up to a certain  amount or indeed  continue  to
finance our  operations  at all.  The NT Media and Ecast  notes are  voluntarily
convertible  when our or  Ecast's  securities  (as the case may be) are  trading
publicly and the underlying  stock of the convertible  notes has been registered
with the SEC and declared effective. It is mandatory that they must be converted
or  paid  on the  fifth  year of  their  anniversary  date.  Thus,  the  current
convertible  notes would be mandatorily  converted  during 2007 in the amount of
$917,800, unless they become eligible for conversion prior to that time, or have
been extended by the parties.

If adequate  funds are not  otherwise  available,  management  believes that its
officers and directors will  contribute  capital  amounts  necessary to fund our
ongoing expenses, however, our officers and directors are under no obligation to
do so. If we are  unable  to pay our debt as it  becomes  due and are  unable to
obtain  financing on terms  acceptable  to us, or at all, we will not be able to
accomplish  any or all of our  initiatives  and will be forced to consider steps
that would protect our assets against our creditors.

Critical Accounting Policies

Minority Interest

The amount of  minority  interest  represents  the net  capital of the  minority
member of SUD,  including  49% of the net loss of SUD not to exceed the  capital
contributed  by the  minority  member.  The amount of loss during the year ended
December 31, 2005 attributable to the minority member which exceeded its capital
contribution was $18,933.  The amount of loss during the year ended December 31,
2006 attributable to the minority member was $39,971.

Inventory

Inventory  consists of  videocassettes  and digital video disks  ("DVDs") of the
Company's non-theatrical  production and its remaining carrying value of $24,820
was deemed impaired and a full allowance was recorded in 2006.

Revenue Recognition

                                       12
<PAGE>

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

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

Capitalized Film Costs

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

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

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

Capitalized  film costs are stated at the lower of  amortized  cost or estimated
fair value on an individual film basis.  The valuation of investment in films is
reviewed on a  title-by-title  basis,  when an event or changes in circumstances
indicated that the fair value of a film is less than its  unamortized  cost. The
fair value of the film is determined using management's  future revenue and cost
estimates.  Additional  amortization  is  recorded  in the  amount  by which the
unamortized  costs  exceed the  estimated  fair value of the film.  Estimates of
future revenue involve measurement uncertainty and it is therefore possible that
reductions  in the carrying  value of  investment  in films may be required as a
consequence of changes in management's future revenue estimates. During 2006, in
reviewing the ultimate  revenue for the Company's  films, it was determined that
there was an impairment of its remaining unamortized  capitalized film costs and
an impairment loss in the amount of $33,791 was recognized.  In 2005, impairment
in the amount of $71,654 was recognized.

Item 7.  Financial Statements

Our  financial  statements  and related notes are set forth at pages F-1 through
F-24.

Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

We have not had any disagreements  with our former  accountants on any matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure.

                                       13
<PAGE>

Item 8A. Controls and Procedures

As required by the  Securities  Exchange Act of 1934 (the  "Exchange  Act"),  we
carried out an  evaluation of the  effectiveness  of the design and operation of
our disclosure  controls and procedures as of December 31, 2006,  being the date
of our most recently  completed fiscal year end. This evaluation was carried out
under the supervision and with the  participation of our Chief Executive Officer
and  acting  Chief  Financial  Officer.  Based upon that  evaluation,  our Chief
Executive  Officer  and  acting  Chief  Financial  Officer  concluded  that  our
disclosure  controls and procedures are effective to ensure that the information
required to be  disclosed  by us in the reports that we file or submit under the
Exchange Act is recorded,  processed,  summarized  and reported  within the time
periods  specified  by the  rules  and  forms  of the  Securities  and  Exchange
Commission.

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that  information  required to be disclosed our reports filed
or  submitted  under the Exchange Act is  recorded,  processed,  summarized  and
reported,  within the time  periods  specified  in the  Securities  and Exchange
Commission's  rules and  forms.  Disclosure  controls  and  procedures  include,
without limitation,  controls and procedures designed to ensure that information
required  to be  disclosed  in our  reports  filed  under  the  Exchange  Act is
accumulated  and  communicated  to  management,  including  our Chief  Executive
Officer and acting Chief Financial Officer,  to allow timely decisions regarding
required disclosure.

During our most recently  completed  fiscal year ended December 31, 2006,  there
were no changes in our  internal  control  over  financial  reporting  that have
materially  affected,  or are reasonably likely to affect,  our internal control
over financial reporting.

The term  "internal  control over  financial  reporting" is defined as a process
designed by, or under the supervision of, the registrant's  principal  executive
and principal financial officers,  or persons performing similar functions,  and
effected by the registrant's board of directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial  statements for external purposes in accordance
with generally  accepted  accounting  principles and includes those policies and
procedures that:

     (1)  Pertain  to the  maintenance  of  records  that in  reasonable  detail
          accurately and fairly reflect the transactions and dispositions of the
          assets of the registrant;

     (2)  Provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with generally accepted accounting  principles,  and that receipts and
          expenditures  of the registrant are being made only in accordance with
          authorizations of management and directors of the registrant; and

     (3)  Provide reasonable  assurance regarding prevention or timely detection
          of unauthorized  acquisition,  use or disposition of the  registrant's
          assets that could have a material effect on the financial statements.

Our management, including our Chief Executive Officer and acting Chief Financial

                                       14
<PAGE>

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

Item 8B. Other Information.

None.

                                    PART III

Item 9.  Directors,   Executive   Officers,   Promoters   and  Control  Persons;
         Compliance with Section 16(a) of the Exchange Act

Set forth below are the names,  ages,  positions and business  experience of our
directors and executive officers as of April 4, 2007.

Name                      Age       Position
----                      ---       --------
Ali Moussavi              36        Chief  Executive  Officer, President, Acting
                                    Chief Financial Officer and Chairman of the
                                    Board of Directors

Christopher Briggs        36        Director

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

There  are  no  family  relationships  among  any of  our  directors,  executive
officers, or persons nominated or chosen as our directors or executive officers.

Business Experience

Christopher  Briggs. Mr. Briggs was appointed as a director of the Company,  and
the Company's CEO and CFO on June 30, 2003. He resigned from those  positions as
of June 30th 2005, but he remains a Director of the Company.  From April 2002 to
June 2003, Mr. Briggs managed the Company's office in Montreal, Canada. Prior to

                                       15
<PAGE>

joining  the  Company,  Mr.  Briggs  was  employed  for  over  four  years  as a
development executive with Next Entertainment, a TV production company.

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

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities  Exchange Act of 1934, as amended,  requires our
executive  officers and directors,  and persons who own more than ten percent of
our common stock,  to file with the Securities and Exchange  Commission  initial
reports of ownership,  and reports of changes in ownership,  of our common stock
and other equity securities of ours.  Executive officers,  directors and greater
than ten percent shareholders are required by SEC regulations to furnish us with
copies of all Section  16(a)  reports that they file.  To our  knowledge,  based
solely  on a  review  of  the  copies  of  the  reports  furnished  to  us,  and
representations  from our executive officers and directors that no other reports
were  required  during the fiscal year ended  December 31, 2006,  we believe our
executive officers,  directors and greater than ten percent  shareholders of our
common stock, complied with all Section 16(a) filing requirements  applicable to
them.

Board Committees

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

Code of Business Conduct and Ethics

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

                                       16
<PAGE>

Item 10. Executive Compensation

Executive Compensation

The  following  executive  compensation  disclosure  reflects  all  compensation
awarded to,  earned by, or paid to the executive  officers  below for the fiscal
year ended December 31, 2006. The following  table  summarizes all  compensation
for fiscal year 2006 received by our Chief Executive Officer. No other executive
officer earned in excess of $100,000 in fiscal year 2006.

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                                                                                            Nonqualified
                                                                            Non-Equity      Deferred       All
Name and                                               Stock     Option     Incentive Plan  Compensation   Other
principal position           Year    Salary   Bonus    Awards    Awards     Compensation    Earnings       Compensation   Total
                                     ($)      ($)       ($)       ($)       ($)             ($)            ($)            ($)
Ali Moussavi,
President, CEO, Acting
CFO, and Chairman of the
<S>                          <C>       <C>     <C>      <C>      <C>         <C>             <C>           <C>            <C>
Board of Directors           2006      $0      --       --       --          --              --            --             $0
</TABLE>

Outstanding Equity Awards at Fiscal Year-End

There are no unexercised  options,  unvested stock awards,  or equity  incentive
plan awards outstanding for the above-named executive officer as of December 31,
2006.

Compensation of Directors

The following  reflects all  compensation  awarded to, earned by, or paid to the
directors below for the fiscal year ended December 31, 2006.


<TABLE>
<CAPTION>
                              DIRECTOR COMPENSATION
                                                                                        Change in
                                                                                        Pension
                                                                                        Value and
                                                                        Non-Equity      Nonqualified
                                                                        Incentive       Deferred        All
                                                  Stock     Option      Plan            Compensation    Other
                                Fees Earned or    Awards    Awards      Compensation    Earnings        Compensation
                                Paid in Cash ($)  ($)       ($)         ($)             ($)             ($)             Total ($)

Name
<S>                                   <C>           <C>       <C>           <C>             <C>           <C>              <C>
Ali Moussavi, Chairman                $0            --        --            --              --            --               $0
Christopher Briggs, Director          $0            --        --            --              --            --               $0
</TABLE>


There were no stock or option awards issued to any directors and  outstanding as
of December 31, 2006.

                                       17
<PAGE>

Employment Agreements

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

Item 11. Security  Ownership of  Certain  Beneficial  Owners and  Management and
         Related Stockholder Matters

The following table sets forth information as of April 4, 2007,  relating to the
ownership  of  our  common  stock,  by (i)  each  person  known  by us to be the
beneficial  owner of more than five  percent  of the  outstanding  shares of our
common stock,  (ii) each of our directors and nominees,  (iii) each of our named
executive  officers and (iv) all of our  executive  officers and  directors as a
group.  Except as may be indicated in the  footnotes to the table and subject to
applicable  community  property  laws,  each  person  has the  sole  voting  and
investment power with respect to the shares owned.

<TABLE>
<CAPTION>
                                                          Number of Shares of
                                                          Common Stock Beneficially
    Name and Address of Beneficial Owner                  Owned (1)                  Percent of Class (1)
    ------------------------------------                  -------------------------  ------------------------

    <S>                                                   <C>                        <C>
    Christopher Briggs (2)                                100,000                    *
    616 Milwood Ave.
    Venice, CA  90921....................................
    Ali Moussavi (3)                                      0                          *
    7800 Oceanus Ave
    Los Angeles, CA  90046...............................
    Astor Capital, Inc.                                   2,289,987                  3%
    9595Wilshire Blvd. #700
    Beverly Hills, CA 90212
    Chris Mehringer                                       3,170,746                  4.2%
    10 NW 35th Street
    Miami, FL  33127.....................................
    Britannica Associates Limited                         11,125,477                 14.7%
    Omar Hodge Blvd., Third Floor
    Road Town, Tortola
    British Virgin Islands...............................
    Delta Capital Partners, Ltd.                          3,523,052                  4.7%
    60 Market Square, #364
    Belize City, Belize..................................
    Dana O'Connor                                         3,170,746                  4.2%
    570  N. Rossmore, #7112
    Los Angeles, CA  90004...............................
    Directors and executive officers as a
    group (2 persons).................................... 100,000                    *
    * Less than 1%.
</TABLE>

(1)  Under Rule 13d-3 under the Exchange Act, certain shares may be deemed to be
     beneficially owned by more than one person (if, for example,  persons share
     the power to vote or the power to  dispose  of the  shares).  In  addition,
     shares  are deemed to be  beneficially  owned by a person if the person has
     the right to acquire the shares (for  example,  upon exercise of an option)

                                       18
<PAGE>

     within  60 days of the date as of which the  information  is  provided.  In
     computing  the  percentage  ownership  of any person,  the amount of shares
     outstanding is deemed to include the amount of shares beneficially owned by
     that person (and only that person) by reason of these  acquisition  rights.
     As a result, the percentage of outstanding shares of any person as shown in
     this table does not necessarily  reflect the person's actual ownership with
     respect to the number of shares of our common stock actually outstanding at
     April 4, 2007. As of April 4, 2007, we had 75,709,133 common shares,  $.001
     par value, outstanding.

(2)  Mr. Briggs serves as a director of the Company.

(3)  Mr. Moussavi serves as President,  Chief  Executive  Officer,  Acting Chief
     Financial Officer of the Company, and Chairman of our Board of Directors.

Change In Control

We are not aware of any arrangement  that might result in a change in control in
the future.

Item 12. Certain Relationships and Related Transactions

In 2006, we issued an unsecured  promissory  note issued to Ali Moussavi for the
amount of  $32,500.00  U.S due on March 24, 2007.  The maturity date of the note
was verbally  extended to December 31, 2007.  The note is not  convertible  into
securities.

There were no other reportable transactions within the last two years.

Item 13. Exhibits

Item Number    Footnote   Description
------------   --------   -----------

Exhibit 2.1    (1)        Stock Exchange Agreement dated April 17, 2001.

Exhibit 3.1    (2)        Certificate of Incorporation dated March 14, 2000.

Exhibit 3.2    (2)        Bylaws dated March 14, 2000.

Exhibit 3.3    (1)        Amendment to Certificate of Incorporation dated April
                          24, 2001.

Exhibit 10.1   (3)        Executive Employment Agreement with Chris Mehringer.

Exhibit 10.2   (3)        Office Lease.

Exhibit 10.3   (5)        Operating Agreement between NT Media Corp. of CA and
                          SU Productions, LLC dated April 9, 2004.

Exhibit 14.1   (4)        Code of Business Conduct and Ethics.

Exhibit 21.1   (6)        List of Subsidiaries.

Exhibit 31.1              Certification pursuant to Section 302 of the
                          Sarbanes-Oxley Act of 2002.

                                       19
<PAGE>

Exhibit 32.1              Certification of Chief Financial Officer pursuant to
                          18 U.S.C. Section 1350, as adopted pursuant to Section
                          906 of the Sarbanes-Oxley Act of 2002

(1) Filed as an exhibit to the Company's Current Report on Form 8-K filed on May
1, 2001.
(2) Filed as an exhibit to the Company's  Registration Statement on Form SB-2 on
June 1, 2000.
(3) Filed as an exhibit to the  Company's  Annual Report on Form 10-KSB filed on
April 9, 2002.
(4) Filed as an exhibit to the  Company's  Annual Report on Form 10-KSB filed on
April 14, 2004.
(5) Filed as an exhibit to the  Company's  Annual Report on Form 10-KSB filed on
May 20, 2005.
(6) Filed as an exhibit to the  Company's  Annual Report on Form 10-KSB filed on
May 19, 2006.

Item 14. Principal Accountant Fees and Services

The  Board of  Directors  approved  the  engagement  of AJ.  Robbins,  PC as our
independent auditors through the year ended December 31, 2006.

Audit Fees

The aggregate  fees billed by AJ. Robbins for the audit and review of our annual
financial statements and services that are normally provided by an accountant in
connection  with statutory and regulatory  filings or engagements for the fiscal
years ended December 31, 2006 and 2005, were approximately  $57,384 and $57,480,
respectively.

Audit-Related Fees

The aggregate fees billed by AJ. Robbins,  PC for assurance and related services
rendered by AJ.  Robbins that are reasonably  related to the  performance of the
audit or review of our financial  statements for the fiscal years ended December
31, 2006 and 2005, were approximately $0 and $0, respectively.

Tax Fees

The aggregate fees billed by AJ. Robbins, PC for professional  services rendered
for tax  compliance,  tax advice and tax  planning  for the fiscal  years  ended
December 31, 2006 and 2005, were approximately $0 and $6,438 respectively.

All Other Fees

No other fees were billed by AJ. Robbins, PC for the fiscal years ended December
31, 2006 and 2005.

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

                                       20
<PAGE>

                                   SIGNATURES

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

Date: April 15, 2007              NT MEDIA CORPORATION OF CALIFORNIA, INC.


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

POWER OF ATTORNEY

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

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

Date: April 15, 2007              /s/ Christopher Briggs
                                  ----------------------------------------------
                                  Christopher Briggs, Director


Date: April 15, 2007              /s/ Ali Moussavi
                                  ----------------------------------------------
                                  Ali Moussavi, President, Chief Executive
                                  Officer, Chief Accounting Officer, Acting
                                  Chief Financial Officer and Director


                                       21
<PAGE>


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

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying consolidated balance sheet of NT Media Corp. of
California,  Inc. and Subsidiaries (a development  stage company) as of December
31, 2006,  and the related  consolidated  statements of  operations,  changes in
stockholders'  deficit, and cash flows for the years ended December 31, 2006 and
2005.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated financial position of NT Media Corp. of
California,  Inc. and Subsidiaries as of December, 31 2006, and the consolidated
results of its  operations  and its cash flows for the years ended  December 31,
2006 and 2005 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 working and net capital deficiencies 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
April 2, 2007

                                       F-1

<PAGE>

               NT Media Corp. of California, Inc. and Subsidiaries

                          (A Development Stage Company)
                           Consolidated Balance Sheet
                                December 31, 2006

                        ASSETS

CURRENT ASSETS
    Cash and cash equivalents                             $       415
                                                           -----------

TOTAL CURRENT ASSETS                                      $       415
                                                           ===========


         LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
    Accounts payable                                      $   229,545
    Accrued liabilities                                       351,599
    Accrued liabilities to related parties                    645,438
    Notes payable                                             647,000
    Notes payable related party                                56,394
    Convertible notes payable, related party                  917,800
    Accrued litigation settlement                             100,000

                                                           -----------
TOTAL CURRENT LIABILITIES                                   2,947,776


MINORITY INTEREST                                                   -

COMMITMENTS AND CONTINGENCIES                                       -

STOCKHOLDERS' (DEFICIT)
    Preferred stock, $0.001 par value, 5,000,000 shares
     authorized; 0 shares issued and outstanding                    -
    Common stock; $0.001 par value; 100,000,000 shares
     authorized; 68,109,133 shares issued and outstanding      68,109
    Deferred Compensation                                     (10,417)
    Additional paid-in capital                              2,191,867
    Deficit accumulated during the development stage       (5,196,920)

                                                           -----------
TOTAL STOCKHOLDERS' (DEFICIT)                              (2,947,361)
                                                           -----------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)             $       415
                                                           ===========

          See accompanying notes to consolidated financial statements.

                                      F-2
<PAGE>

<TABLE>
<CAPTION>
                          NT Media Corp. of California, Inc. and Subsidiaries

                                     (A Development Stage Company)
                                 Consolidated Statements of Operations

                                                           For the years ended        Cumulative from
                                                        --------------------------        June 4,
                                                        December 31,  December 31,  1999 (inception) to
                                                            2006          2005       December 31, 2006
                                                        ------------  ------------  -------------------

<S>                                                    <C>           <C>           <C>
REVENUE                                                $          -  $        276  $           385,997
                                                        ------------  ------------  -------------------

COSTS AND EXPENSES
 General and administrative                                 414,789       190,887            4,221,190
 Depreciation and amortization                                    -           910              132,077
 Impairment of film costs                                    33,791        71,654              156,445
 Impairment of related party receivables                     35,383             -               35,383
 Inventory Write-down                                        24,820             -               24,820
 Loss on litigation settlement                                    -             -              100,000
                                                        ------------  ------------  -------------------
TOTAL COSTS AND EXPENSES                                    508,783       263,451            4,669,915
                                                        ------------  ------------  -------------------

(LOSS) FROM OPERATIONS                                     (508,783)     (263,175)          (4,283,918)

OTHER INCOME (EXPENSE)
 Interest income, related party                               2,084         4,168               23,154
 Interest expense                                           (90,492)      (93,374)            (257,633)
 Interest expense, related party                            (39,153)      (39,219)            (294,862)
 Loan fees                                                        -      (136,417)            (616,000)
 Debt forgiven                                                    -             -              290,595
 Legal fees forgiven                                              -             -               12,296
 Provision for common stock subscription receivable         (91,552)            -              (91,552)
                                                        ------------  ------------  -------------------
TOTAL OTHER INCOME (EXPENSE)                               (219,113)     (264,842)            (934,002)
                                                        ------------  ------------  -------------------

NET (LOSS) BEFORE MINORITY INTEREST
AND PROVISION FOR INCOME TAXES                             (727,896)     (528,017)          (5,217,920)

MINORITY INTEREST                                                 -        19,994               33,000
                                                        ------------  ------------  -------------------
NET (LOSS) BEFORE PROVISION
 FOR INCOME TAXES                                          (727,896)     (508,023)          (5,184,920)


PROVISION FOR INCOME TAXES                                    1,600         1,600               12,000
                                                        ------------  ------------  -------------------

NET (LOSS)                                             $   (729,496) $   (509,623) $        (5,196,920)
                                                        ============  ============  ===================

NET (LOSS) PER SHARE:
 BASIC AND DILUTED                                     $      (0.02) $      (0.01)
                                                        ============  ============

WEIGHTED AVERAGE SHARES OUTSTANDING:
 BASIC AND DILUTED                                       47,957,530    38,402,241
                                                        ============  ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-3
<PAGE>

<TABLE>
<CAPTION>
                                  NT Media Corp. of California, Inc. and Subsidiaries

                                             (A Development Stage Company)
                                   Consolidated Statements of Stockholders' (Deficit)
                           For the Period From June 4, 1999 (inception) to December 31, 2006

                                                                                   (Deficit)
                                                                       Common     accumulated
                                      Common stock      Additional     Stock      during the
                                  --------------------   paid-in    Subscription  development    Deferred
                                     Shares    Amount    capital     Receivable      stage     Compensation     Total
                                  ----------- -------- ----------- ------------- ------------ ------------- ------------

Balance at June 4, 1999
<S>                               <C>         <C>      <C>         <C>           <C>          <C>           <C>
 (inception)                               -  $     -  $        -  $          -  $         -                $         -

Stock sales - June 4, 1999 at
 $0.003 per share                  6,341,492    6,341      13,659             -            -                     20,000
Stock sales - August 25, 1999 at
 $0.011 per share                  2,289,983    2,290      22,710             -            -                     25,000
Stock sales - October 12, 1999 at
 $0.022 per share                  8,987,424    8,988     191,012       (10,000)           -                    190,000
Net loss for the period from June
 4, 1999 (inception) 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
 $0.057 per share                  4,403,792    4,404     245,596             -            -                    250,000
Stock sales - May 5, 2000 at
 $0.159 per share                  1,257,313    1,257     198,743             -            -                    200,000
Net loss                                   -        -           -             -     (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
 $0.097 per share                    719,996      720      68,762       (69,482)           -                          -
Reorganization of 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                                   -        -           -             -     (972,048)                  (972,048)
                                  ----------- -------- ----------- ------------- ------------ ------------- ------------

Balance at December 31, 2001      30,000,000   30,000     753,982       (69,482)  (1,848,094)            -   (1,133,594)

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

Balance at December 31, 2002      30,000,000   30,000     753,982       (69,482)  (2,202,373)            -   (1,487,873)

Stock sales - various dates at
 $0.038 per share                    695,000      695      25,889             -            -                     26,584
Stock sales - various dates at
 $0.053 per share                  4,120,000    4,120     212,181             -            -                    216,301
Stock sales - various dates at
 $0.06 per share                     392,500      393      23,157             -            -                     23,550
Stock sales - various dates at
 $0.068 per share                    350,000      350      23,275             -            -                     23,625
Stock sales - various dates at
 $0.09 per share                     325,000      325      28,925             -            -                     29,250
Stock sales - April 30, 2003 at
 $0.056 per share                     91,500       91       5,056             -            -                      5,147
Stock sales - May 1, 2003 at
 $0.071 per share                     80,000       80       5,620             -            -                      5,700
Stock sales - various dates at
 $0.075 per share                    350,000      350      25,900             -            -                     26,250
Stock sales - May 8, 2003 at
 $0.083 per share                     30,000       30       2,445             -            -                      2,475
Stock sales - May 9, 2003 at
 $0.086 per share                     80,000       80       6,820             -            -                      6,900
Stock sales - May 7, 2003 at
 $0.094 per share                     40,000       40       3,710             -            -                      3,750
Stock sales - May 19, 2003 at
 $0.105 per share                     50,000       50       5,200             -            -                      5,250
Stock sales - May 13 2003 at
 $0.12 per share                      18,750       19       2,231             -            -                      2,250
Stock sales - June 30, 2003 at
 $0.255 per share                     25,000       25       6,350             -            -                      6,375
Offering costs                             -        -     (48,476)            -            -                    (48,476)
Stock issued for services - July
 2, 2003 at $0.25 per share          100,000      100      24,900             -            -                     25,000
Net loss                                   -        -           -             -     (307,679)                  (307,679)
                                  ----------- -------- ----------- ------------- ------------ ------------- ------------

Balance at December 31, 2003      36,747,750   36,748   1,107,165       (69,482)  (2,510,052)            -   (1,435,621)

Stock sales - February 3, 2004 at
 $0.036 per share                    356,666      357      12,417             -            -                     12,774
Stock sales - April 23, 2004 at
 $0.15 per share                      20,000       20       2,980             -            -                      3,000
Stock sales - April 27, 2004 at
 $0.17 per share                      25,000       25       4,225             -            -                      4,250
Stock sales - May 26, 2004 at
 $0.14 per share                      30,000       30       4,170             -            -                      4,200
Stock sales - November 16, 2004
 at $0.571 per share                  97,900       98      55,863             -            -                     55,961
Stock sales - December 16, 2004
 at $0.639 per share                  74,684       74      47,613             -            -                     47,687
Offering costs                             -        -     (13,188)            -            -                    (13,188)
Stock issued for loan fees - June
 18, 2004 at $0.564 per share        750,000      750     422,250             -            -                    423,000
Stock issued for services - July
 2, 2004 at $0.90 per share          200,000      200     179,800             -            -                    180,000
Stock issued for services -
 August 10, 2004 at $0.85 per
 share                                10,000       10       8,490             -            -                      8,500
Issuance of warrants for services
 - August 10, 2004                         -        -      40,870             -            -                     40,870
Net loss                                   -        -           -             -   (1,447,749)                (1,447,749)
                                  ----------- -------- ----------- ------------- ------------ ------------- ------------

Balance at December 31, 2004      38,312,000   38,312   1,872,655       (69,482)  (3,957,801)            -   (2,116,316)
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                      F-4
<PAGE>

<TABLE>
<CAPTION>
                                  NT Media Corp. of California, Inc. and Subsidiaries

                                             (A Development Stage Company)
                                   Consolidated Statements of Stockholders' (Deficit)
                           For the Period From June 4, 1999 (inception) to December 31, 2006
                                                      (Continued)

<S>                               <C>         <C>      <C>         <C>           <C>              <C>       <C>
Balance at December 31, 2004      38,312,000  $38,312  $1,872,655  $    (69,482) $(3,957,801)     $      -  $(2,116,316)
Stock sales - July 13, 2005 at
 $.25 per share                      191,500      192      47,683                                                47,875
Offering costs                                             (4,786)                                               (4,786)
Net loss                                   -        -           -             -     (509,623)                  (509,623)
                                  ----------- -------- ----------- ------------- ------------ ------------- ------------

Balance at December 31, 2005      38,503,500   38,504   1,915,552       (69,482)  (4,467,424)            -   (2,582,850)

Stock issued for services - June
 12, 2006 at $.01 per share        2,500,000    2,500      22,500                                                25,000
Stock issued for conversion of
 note - June 16, 2006 at $.0071
 per share                         7,605,633    7,605      46,395                                                54,000
Stock issued for services - June
 16, 2006 at $.0061 per share      2,200,000    2,200      11,220                                                13,420
Stock issued for services - June
 20, 2006 at $.0061 per share        800,000      800       2,200                                                 3,000
Subscription Receivable Write-off                                        69,482                                  69,482
Stock issued for services - June
 12, 2006 at $.01 per share        2,500,000    2,500      22,500                                                25,000
Stock issued for services - June
 15, 2006 at $.0258 per share      2,500,000    2,500      62,000                                                64,500
Stock issued for services - June
 15, 2006 at $.004 per share       2,500,000    2,500       7,500                                                10,000
Stock issued for services - July
 15, 2006 at $.017 per share       3,000,000    3,000      48,000                                                51,000
Stock issued for services - Nov.
 15, 2006 at $.01 per share        1,000,000    1,000       9,000                                                10,000
Stock issued for services - Nov.
 15, 2006 at $.01 per share        1,000,000    1,000       9,000                                                10,000
Stock issued for services - Dec.
 4, 2006 at $.01 per share         1,000,000    1,000       9,000                                                10,000
Stock issued for services - Dec.
 4, 2006 at $.01 per share         2,000,000    2,000      18,000                                                20,000
Stock issued for services - Dec.
 27, 2006 at $.01 per share        1,000,000    1,000       9,000                                                10,000
Deferred stock-based compensation                                                                  (10,417)     (10,417)
Net loss                                                                            (729,496)                  (729,496)
                                  ----------- -------- ----------- ------------- ------------ ------------- ------------

Balance at December 31, 2006      68,109,133  $68,109  $2,191,867  $          -  $(5,196,920)     $(10,417)  (2,947,361)
                                  =========== ======== =========== ============= ============ ============= ============
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                      F-5
<PAGE>

<TABLE>
<CAPTION>
               NT Media Corp. of California, Inc. and Subsidiaries

                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows

                                                                      For the years ended        Cumulative from
                                                                    ------------------------         June 4,
                                                                    December 31  December 31   1999 (inception) to
                                                                       2006         2005        December 31, 2006
                                                                    -----------  -----------   -------------------

CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
<S>                                                                <C>          <C>           <C>
 Net loss before minority interest                                 $  (729,496) $  (529,617)  $        (5,229,920)
 Adjustment to reconcile net loss to net cash used in operating
  activities:
   Depreciation and amortization expense                                     -          910               132,077
   Impairment loss                                                      33,791       71,654               336,773
   Inventory write-down                                                 24,820            -                24,820
   Impairment of related party receivables                              35,383            -                35,383
   Operating expenses paid by reducing note receivable                       -            -                10,000
   Stock issued for services                                           241,503            -               455,003
   Stock issued for loan fees                                                -            -               423,000
   Stock options issued for services                                         -            -                60,370
   Legal fees forgiven                                                       -            -               (12,296)
   Debts forgiven                                                            -            -              (290,595)
   Provision for common stock subscription receivable                   89,468            -                89,468
 Changes in assets and liabilities:
  Interest receivable                                                        -       (4,168)              (19,986)
  Inventory                                                                  -        1,715               (24,820)
  Prepaid expenses                                                           -      106,061                     -
  Other assets                                                               -            -               (24,000)
  Litigation settlement                                                      -            -               100,000
  Accounts payable and accrued expenses                                136,538      182,205               819,887
  Accrued expenses, related party                                      132,718       51,515               602,016

                                                                    -----------  -----------   -------------------
Net cash (used in) operating activities                                (35,275)    (119,725)           (2,512,820)
                                                                    -----------  -----------   -------------------

CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
 Notes receivable from officer                                               -            -               (45,048)
 Collection of notes receivable from officer                                 -            -                35,048
 Notes receivable, related parties                                           -            -               (50,000)
 Collection of notes receivable, related parties                             -            -                50,000
 Investment in property and equipment                                        -            -               (18,879)
 Investment in film costs                                                    -       (9,259)             (133,005)
 Investment in web site development costs                                    -            -              (292,968)

                                                                    -----------  -----------   -------------------
Net cash (used in) investing activities                                      -       (9,259)             (454,852)
                                                                    -----------  -----------   -------------------

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
 Proceeds from issuance of common stock                                      -       47,875             1,254,154
 Proceeds from equity investment of minority int                             -            -                33,000
 Payment of offering costs                                                   -       (4,786)              (66,450)
 Proceeds from notes payable                                            16,000       70,000               701,000
 Proceeds from note payable, related party                              34,443        4,000               251,285
 Payment of note payable, related party                                (15,700)           -              (122,702)
 Proceeds from issuance of convertible notes                                 -            -               917,800

                                                                    -----------  -----------   -------------------
Net cash provided by financing activities                               34,743      117,089             2,968,087
                                                                    -----------  -----------   -------------------

NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                                                         (532)     (11,895)                  415

CASH AND CASH EQUIVALENTS,
 Beginning of period                                                       947       12,842                     -
                                                                    -----------  -----------   -------------------
CASH AND CASH EQUIVALENTS,
 End of period                                                     $       415  $       947   $               415
                                                                    ===========  ===========   ===================

SUPPLEMENTAL DISCLOSURES OF
 CASH FLOW INFORMATION:

 Interest paid                                                     $         -  $         -   $             1,911
                                                                    ===========  ===========   ===================
 Income taxes paid                                                 $     1,600  $     1,600   $             4,000
                                                                    ===========  ===========   ===================
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-6
<PAGE>

               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

NOTE 1. NATURE OF BUSINESS

NT  Media  Corp.  of  California,   Inc.  ("NT  Media"  or  "the  Company")  was
incorporated  in the State of Delaware on April 12, 2000.  On April 17, 2001, in
connection  with a stock  exchange  agreement,  NT  Media  acquired  100% of the
outstanding common stock of eCast Media Corporation, Inc. ("eCast").

eCast was a production, aggregation, and distribution company, of on-and-offline
content,  the  management of  on-and-offline  talent and literary  clients,  and
strategic consulting services.

Due to losses and  continued  inability  to generate  significant  revenue,  the
Company  suspended  eCast.  NT  Media  also  engaged  in  certain  entertainment
production and  international  business  development  activities  independent of
those previously conducted by eCast.

During the third quarter of 2004, the Company  entered into an agreement with SU
Productions,  LLC to form a limited liability  corporation named SU Distribution
LLC  ("SUD").  SUD is owned 51% by the  Company and 49% by SU  Productions  LLC.
During the fourth quarter of 2004,  SUD completed  production of the first three
episodes  of  an  adult-themed  "direct  to  DVD"  program  entitled  "Strippers
Untamed."  During  2006,  management  abandoned  efforts to sell the DVDs and as
result,  impaired  the  remaining  balance  of  capitalized  film  costs and the
carrying value of the inventory, which totaled $58,611.

In August 2006, the Company  optioned the production  rights to three films. The
screenplays are registered with the Writers Guild of America.  All three options
expired without being executed.

In August 2006, the Company  announced  plans to launch  Multi-Platform  digital
media services. The platforms will include PCs, mobile devices, and digital TVs.
In September  the Company  started to launch its Music  Division,  NT Music.  NT
Music will not be a traditional record label but focus on creating and acquiring
musical  content,  and market and  exclusively  distribute  such content through
these new media  outlets such as  peer-to-peer,  viral  digital  marketing,  and
mobile  content and  ring-tone  sales.  The Company also plans to re-launch  its
series "Real or Fake" which  previously  debuted on its  Neurotrash  Website and
make it  available  for  mobile  content.  The  Company  also  plans to make its
user-generated  as well with consumer voting and contests.  The Company took the
first step in launching its Multi-Platform Digital Media Service by launching an
online music store in March 2007.

In August of 2006,  the Company  announced  the intent to produce the  Hollywood
House Party Series.  The Company will make the series available for mobile media
through its recent plans to provide  multi-platform  Digital Media services. The
Company has also allocated a $500 prize for the best Hollywood House party Clip.
The  Company  has  received  numerous  clips and plans to display  them upon the
completion of the new website anticipated in the third quarter of 2007.

                                      F-7

<PAGE>

               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

In September of 2006, the Company  announced that it has signed with BANGO,  PLC
to sell and deliver NT Media's content to mobile customers worldwide.  BANGO PLC
is a London Stock  Exchange  traded  company which was founded in 1999 to enable
content  providers  to benefit  from the  opportunities  presented by the mobile
internet.  The  Company has  continued  its  affiliation  with BANGO PLC and the
Company  will  utilize  its  mobile web  services  with the launch of its Mobile
Platform anticipated in the third quarter of 2007.

In October of 2006,  the Company  announced that it has signed Mikey Mo "The MC"
to its newly created music division.  NT Music will focus on distributing  Mikey
Mo's music through digital musical distribution as well as mobile music content.
The Company plans to distribute the music through  digital media outlets such as
peer-to-peer, viral digital marketing and mobile content. The Company also plans
to make Mikey's Mo's music  available  through  digital  services  such as Apple
iTunes,  Napster and MSN Music.  The Company took the first step by launching an
online music store in March 2007. The Company has also expanded the availability
of Mikey Mo's music by also  distributing  it on Audio Lunchbox and Peer Impact.
The main sources of revenues will be: online advertising, sale of content, music
downloads, video downloads, ringtone sales and affiliate programs.

In November of 2006, the Company announced that it plans to distribute its music
on iTunes,  the digital  download  store from  Apple,  Napster and MSN Music and
numerous other digital music stores, including mobile platforms and subscription
services.  The  Company  has  continued  in its  efforts in making  its  website
compatible with the various digital music stores.

In  November  of 2006,  the  Company  announced  that it has  joined  the iTunes
Affiliate Program. Through the program NT Media's music division, NT Music, will
generate  commissions by purchases  made through links to the iTunes store.  The
Company has continued its involvement with the iTunes Affiliate Program and will
display the iTunes logo on its new music site.

In March of 2007,  the  Company  launched  an online  music  store  featuring  a
comprehensive  library of songs from major record  labels for sale to consumers.
The music  catalogue  includes  more than 2 million  songs  from all four  major
record  labels:  Sony/BMG,  Universal,  EMI, and Warner,  as well as some of the
largest independent distributors like Orchard, IODA, and CD Baby.

In March of 2007,  Company  announced  that it plans to distribute  its music on
Audio Lunchbox and Peer Impact.


NOTE 2. GOING CONCERN AND MANAGEMENT'S PLANS

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity with accounting principles generally accepted in the United States of

                                      F-8

<PAGE>

               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

America, which contemplate continuation of the Company as a going concern. As of
and for the year ended December 31, 2006 the Company  incurred a significant net
loss, had an accumulated deficit and a working capital deficit. In addition, the
Company was in default on some of its debt  obligations.  These conditions raise
substantial  doubt as to the Company's  ability to continue as a going  concern.
These  consolidated  financial  statements do not include any  adjustments  that
might result from the outcome of this uncertainty.

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

The Company plans to take advantage of the growth in the Mobile digital  content
and digital  music  distribution  sectors  through joint  ventures.  The Company
intends to enter  into  agreements  with  consultants  to assist the  company in
locating  potential  joint  venture  partners  throughout  the United States and
abroad with concentration in Europe, the Middle East and China. The Company will
attempt to enter into  partnership  agreements  with other  entities in order to
manage  some of the  financial  risk.  The  Company  looks for  development  and
production cycles which are relatively  shorter in nature. The Company's ability
to develop any project is principally  dependent on its ability to raise capital
to fund  the  project,  which is very  difficult  due to its  current  financial
condition  and lack of history in the market.  Accordingly,  the Company is very
limited  in its  ability  to  develop  or  produce  projects  that it finds  are
commercially appealing and financially viable.

The  Company's  current  business  operations  are  focused on the  development,
production  and  distribution  of  programming  in the  entertainment  industry,
including  creating  music  platforms,  skilled  gaming in the United States and
abroad and vertical  social and  professional  network.  The Company  intends to
continue to develop media and  entertainment  assets and channels going forward.
However,  the Company is also currently exploring business  opportunities in the
technology and sciences areas to augment the Company's primary line of business.
To that end, the Company engages  consultants  from time to time to assist it in
identifying and evaluating new technology business ventures that would be either
complimentary or additive to the Company's  operations.  In the future, when the
Company retains consultants it may compensate them in cash or equity.  While the
board of directors has not determined to acquire or invest in any new technology
opportunities  to date,  it may in the  future,  seek to  expand  the  Company's
operations by engaging in acquisitions,  joint ventures or strategic investments
in technology ventures.

                                      F-9
<PAGE>

               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Because the Company has not generated any significant  revenue, it is considered
a  development  stage  company.   Consequently,  the  accompanying  consolidated
financial  statements have been prepared using the accounting formats prescribed
for  development  stage  enterprises  in accordance  with Statement of Financial
Accounting  Standards  (SFAS) No. 7,  "Accounting  and Reporting by  Development
Stage Enterprises." The Company's year end is December 31st.

Basis of Consolidation

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

Minority Interest

The amount of  minority  interest  represents  the net  capital of the  minority
member of SUD,  including  49% of the net loss of SUD not to exceed the  capital
contributed  by the  minority  member.  The amount of loss during the year ended
December 31, 2005 attributable to the minority member which exceeded its capital
contribution was $18,933.  The amount of loss during the year ended December 31,
2006 attributable to the minority member was $39,971.

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  prior year amounts have been  reclassified  to conform with the current
year's presentation,  none of which had an impact on total assets, stockholders'
equity (deficit), net loss, or net loss per share.

                                      F-10
<PAGE>

               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

Inventory

Inventory  consists of  videocassettes  and digital video disks  ("DVDs") of the
Company's non-theatrical  production and its remaining carrying value of $24,820
was deemed impaired and a full allowance was recorded in 2006.

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.  During  the  year  ended  December  31,  2006,  equipment
consisting  of  computers  was  deemed  obsolete  and  disposed  of,  and  fully
depreciated during 2005.  Depreciation  expense for the years ended December 31,
2006 and 2005 were $0 and $910, respectively.

Fair Value of Financial Instruments

The carrying value of cash,  accounts  receivable,  deferred  revenue,  accounts
payable,  and  accrued  expenses  approximate  fair  value  because of the short
maturity of these items.

Revenue Recognition

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

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

Capitalized Film Costs

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

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

                                      F-11

<PAGE>

               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

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

Capitalized  film costs are stated at the lower of  amortized  cost or estimated
fair value on an individual film basis.  The valuation of investment in films is
reviewed on a  title-by-title  basis,  when an event or changes in circumstances
indicated that the fair value of a film is less than its  unamortized  cost. The
fair value of the film is determined using management's  future revenue and cost
estimates.  Additional  amortization  is  recorded  in the  amount  by which the
unamortized  costs  exceed the  estimated  fair value of the film.  Estimates of
future revenue involve measurement uncertainty and it is therefore possible that
reductions  in the carrying  value of  investment  in films may be required as a
consequence of changes in management's future revenue estimates. During 2006, in
reviewing the ultimate  revenue for the Company's  films, it was determined that
there was an impairment of its remaining unamortized  capitalized film costs and
an impairment loss in the amount of $33,791 was recognized.  In 2005, impairment
in the amount of $71,654 was recognized.

Concentrations of Credit Risk

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

Income Taxes

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

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

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

California law requires a minimum franchise tax of $800.

                                      F-12

<PAGE>

               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

Impairment of Long-Lived Assets

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

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

Stock Based Compensation

The Company adopted SFAS No. 123 (Revised 2004),  Share Based Payment ("SFAS No.
123R"),  under the  modified-prospective  transition  method on January 1, 2006.
SFAS No. 123R  requires  companies to measure and recognize the cost of employee
services  received in exchange for an award of equity  instruments  based on the
grant-date   fair  value.   Share-based   compensation   recognized   under  the
modified-prospective  transition  method of SFAS No. 123R  includes  share-based
compensation  based on the grant-date  fair value  determined in accordance with
the  original   provisions  of  SFAS  No.  123,   Accounting   for   Stock-Based
Compensation,  for all share-based  payments granted prior to and not yet vested
as of  January  1, 2006 and  share-based  compensation  based on the  grant-date
fair-value  determined  in  accordance  with SFAS No.  123R for all  share-based
payments  granted after January 1, 2006. SFAS No. 123R eliminates the ability to
account for the award of these  instruments  under the  intrinsic  value  method
prescribed by Accounting Principles Board ("APB") Opinion No. 25, Accounting for
Stock Issued to Employees , and allowed  under the original  provisions  of SFAS
No.  123.  Prior to the  adoption  of SFAS No.  123R,  the  Company  would  have
accounted  for its stock  option  plans  using  the  intrinsic  value  method in
accordance   with  the   provisions   of  APB   Opinion   No.  25  and   related
interpretations.  As of  December  31,  2006,  the  Company  does  not  have any
qualified  or  non-qualified  stock  option  plans,  nor did it grant  any stock
options during the years ended December 31, 2006 and 2005.

Advertising Costs

Advertising  and sales  promotion  costs are expensed as  incurred.  Advertising
expenses  were $0 and $12,358,  for the years ended  December 31, 2006 and 2005,
respectively.

Earnings per Common Share

The Company  computes  earnings per common share in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings per Share" (SFAS No. 128). The

                                      F-13

<PAGE>

               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

Statement requires dual presentation of basic and diluted EPS on the face of the
income statement for all entities with complex capital structures and requires a
reconciliation  of the numerator and denominator of the basic EPS computation to
the numerator and  denominator  of the diluted EPS  computation.  Basic loss per
share is computed by  dividing  loss  available  to common  shareholders  by the
weighted average number of common shares outstanding. The computation of diluted
loss per share is  similar to the basic  loss per share  computation  except the
denominator  is increased to include the number of additional  shares that would
have been  outstanding if the dilutive  potential common shares had been issued.
In  addition,  the  numerator is adjusted for any changes in income or loss that
would result from the assumed  conversions of those potential  shares.  However,
such  presentation is not required if the effect is antidilutive.  There were no
outstanding warrants and options outstanding at December 31, 2006 and 2005.

Stock Based Compensation to Other than Employees

The Company accounts for equity  instruments  issued in exchange for the receipt
of goods or services from other than  employees in accordance  with Statement of
Financial   Accounting   Standards   No.  123,   "Accounting   for   Stock-Based
Compensation," and the conclusions  reached by the Emerging Issues Task Force in
Issue No. 96- 18,  "Accounting for Equity  Instruments  That Are Issued to Other
Than Employees for Acquiring or in  Conjunction  with Selling Goods or Services"
("EITF  96-18").  Costs are measured at the  estimated  fair market value of the
consideration  received or the  estimated  fair value of the equity  instruments
issued, whichever is more reliably determinable. The value of equity instruments
issued for  consideration  other than  employee  services is  determined  on the
earlier of a performance commitment or completion of performance by the provider
of goods or services as defined by EITF 96-18. In the case of equity instruments
issued to  consultants,  the fair value of the equity  instrument  is recognized
over the term of the consulting agreement.

Recently Issued Accounting Pronouncements

The Company has adopted all accounting  pronouncements effective before December
31, 2006, which are applicable to the Company.

In June 2006,  the  Emerging  Issues Task Force issued EITF  No.06-3,  How Taxes
Collected  from  Customers and Remitted to  Governmental  Authorities  Should Be
Presented  in the Income  Statement  (That Is,  Gross  versus Net  Presentation)
("EITF No.06-3"),  which clarifies  diversity in practice on the presentation of
different types of taxes in the financial  statements.  The Task Force concluded
that,  for taxes within the scope of the issue,  a company may adopt a policy of
presenting  taxes either gross  within  revenue or net.  That is, it may include
charges to customers for taxes within revenues and the charge for the taxes from
the taxing  authority within cost of sales,  or,  alternatively,  it may net the
charge to the  customer  and the  charge  from the  taxing  authority.  If taxes
subject to this Issue are  significant,  a company is required  to disclose  its
accounting  policy for  presenting  taxes and the amounts of such taxes that are
recognized on a gross basis. The guidance in this consensus is effective for the
first interim reporting period beginning after December 15, 2006. The Company is
currently  assessing  the impact,  if any,  that the adoption EITF No.06-03 will
have on its financial statements.

                                      F-14

<PAGE>

               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

In July  2006,  the FASB  issued  FASB  Interpretation  No. 48,  Accounting  for
Uncertainty in Income Taxes--An  Interpretation  of FASB Statement No. 109 ("FIN
No.  48"),  which  became  effective  for the  Company on January 1, 2007.  This
interpretation  clarifies  the  accounting  for  income  tax  benefits  that are
uncertain in nature. Under FIN No. 48, a company will recognize a tax benefit in
the financial  statements  for an uncertain  tax position  only if  management's
assessment is that its position is "more likely than not" (i.e.,  a greater than
50 percent  likelihood) to be upheld on audit based only on the technical merits
of the tax position.  This accounting  interpretation  also provides guidance on
measurement   methodology,   derecognition   thresholds,   financial   statement
classification  and  disclosures,   interest  and  penalties  recognition,   and
accounting  for the  cumulative-effect  adjustment.  The new  interpretation  is
intended to provide better financial statement comparability among companies.

Required annual disclosures include a tabular reconciliation of unrecognized tax
benefits at the beginning and end of the period;  the amount of unrecognized tax
benefits that, if  recognized,  would affect the effective tax rate; the amounts
of interest and penalties recognized in the financial  statements;  any expected
significant  impacts from unrecognized tax benefits on the financial  statements
over the  subsequent  12-month  reporting  period;  and a description of the tax
years  remaining  to be  examined  in major  tax  jurisdictions.  FIN No.  48 is
effective for fiscal years  beginning on or after December 15, 2006. The Company
is currently  assessing the impact, if any, that the adoption of FIN No. 48 will
have on its financial statements.

In  September  2006,  the  Securities  and  Exchange   Commission  issued  Staff
Accounting  Bulletin  ("SAB")  No. 108,  "Considering  the Effects of Prior Year
Misstatements   when   Quantifying   Misstatements  in  Current  Year  Financial
Statements".  SAB No.  108 was issued in order to  eliminate  the  diversity  in
practice   surrounding  how  public  companies  quantify   financial   statement
misstatements.  SAB No. 108 requires that registrants quantify errors using both
a balance  sheet (iron  curtain)  approach  and an income  statement  (rollover)
approach then evaluate  whether either  approach  results in a misstated  amount
that, when all relevant quantitative and qualitative factors are considered,  is
material.  SAB No. 108 is effective  for fiscal years ending after  November 15,
2006. The Company  adopted the bulletin during 2006. The adoption did not have a
material  effect  on  its  consolidated  results  of its  operations,  financial
position, or cash flows.

In September  2006,  the FASB issued SFAS No. 157, "Fair Value  Measurements  ."
This statement  clarifies the definition of fair value,  establishes a framework
for measuring fair value and expands the disclosures on fair value measurements.
SFAS No. 157 is effective for fiscal years  beginning  after  November 15, 2007.
Management has not determined the effect, if any; the adoption of this statement
will have on the financial statements.

In September  2006,  the FASB issued SFAS No. 158,  "Employers'  Accounting  for
Defined  Benefit  Pension and Other  Postretirement  Plans-An  amendment of FASB
Statements  No. 87, 88, 106, and 132(R)".  One  objective of this standard is to
make  it  easier  for  investors,  employees,  retirees  and  other  parties  to
understand  and  assess an  employer's  financial  position  and its  ability to

                                      F-15

<PAGE>

               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

fulfill the obligations under its benefit plans. SFAS No. 158 requires employers
to fully recognize in their financial statements the obligations associated with
single-employer  defined benefit pension plans,  retiree  healthcare  plans, and
other postretirement plans. SFAS No. 158 requires an employer to fully recognize
in its statement of financial position the over funded or under funded status of
a defined benefit  postretirement  plan (other than a multiemployer  plan) as an
asset or liability and to recognize changes in that funded status in the year in
which the changes  occur  through  comprehensive  income.  This  Statement  also
requires an  employer  to measure the funded  status of a plan as of the date of
its year-end statement of financial position, with limited exceptions.  SFAS No.
158  requires  an entity to  recognize  as a  component  of other  comprehensive
income,  net of tax, the gains or losses and prior service costs or credits that
arise during the period but are not  recognized  as  components  of net periodic
benefit  cost  pursuant  to SFAS No. 87.  This  Statement  requires an entity to
disclose  in the notes to  financial  statements  additional  information  about
certain effects on net periodic benefit cost for the next fiscal year that arise
from delayed recognition of the gains or losses, prior service costs or credits,
and  transition  asset or  obligation.  The  Company is  required  to  initially
recognize  the funded  status of a defined  benefit  postretirement  plan and to
provide the required  disclosures  for fiscal  years  ending after  December 15,
2006. Management believes that this statement will not have a significant impact
on the financial statements.

In December 2006, the FASB issued FSP EITF 00-19-2, "Accounting for Registration
Payment  Arrangements."  This FASB Staff Position ("FSP")  addresses an issuer's
accounting for registration  payment  arrangements.  This FSP specifies that the
contingent   obligation   to  make  future   payments  or   otherwise   transfer
consideration  under a  registration  payment  arrangement,  whether issued as a
separate agreement or included as a provision of a financial instrument or other
agreement,  should be separately recognized and measured in accordance with FASB
Statement No. 5, Accounting for  Contingencies . The guidance in this FSP amends
FASB  Statements  No. 133,  Accounting for  Derivative  Instruments  and Hedging
Activities , and No. 150,  Accounting  for Certain  Financial  Instruments  with
Characteristics of both Liabilities and Equity , and FASB Interpretation No. 45,
Guarantor's  Accounting and Disclosure  Requirements  for Guarantees,  Including
Indirect  Guarantees of Indebtedness of Others , to include scope exceptions for
registration payment  arrangements.  This FSP further clarifies that a financial
instrument subject to a registration payment arrangement should be accounted for
in accordance with other applicable  generally  accepted  accounting  principles
("GAAP") without regard to the contingent  obligation to transfer  consideration
pursuant  to  the  registration  payment  arrangement.  This  FSP  is  effective
immediately for registration payment arrangements and the financial  instruments
subject to those  arrangements  that are entered into or modified  subsequent to
the date of issuance of this FSP.  For  registration  payment  arrangements  and
financial instruments subject to those arrangements that were entered into prior
to the issuance of this FSP,  this  guidance  shall be effective  for  financial
statements  issued for fiscal years  beginning  after  December  15,  2006,  and
interim  periods  within  those  fiscal  years.  Early  adoption of this FSP for
interim or annual periods for which financial statements or interim reports have
not been issued is permitted. The Company has chosen to adopt this FSP early.

                                      F-16
<PAGE>

               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

NOTE 4. NOTES PAYABLE

On March 31, 2003, the Company  obtained a note payable in the amount of $15,000
at an  interest  rate  of 12% per  year.  Principal  and  interest  were  due on
September  30, 2003 or upon the Company  raising  additional  funds of more than
$100,000,  whichever  occurs  first.  $14,000 of principal  was  converted  into
1,971,831  shares of the  Company's  common stock on June 15,  2006.  The unpaid
balance is $1,000.

On August 27, 2003, the Company obtained a note payable in the amount of $30,000
at an interest rate of 12%, due on November 1, 2003 or upon the Company  raising
additional  funds of more than $75,000.  The note was converted  into  4,225,352
shares of the Company's  common stock on June 15, 2006. In connection  with this
loan, the Company paid $3,000 of loan fees to Astor Capital,  Inc. ("Astor"),  a
related party entity which owns approximately 3.3% of the Company's  outstanding
common  stock  and is a  California  corporation  of  which  Ali  Moussavi,  the
Company's President,  is the Manager/Partner and 50% owner.  Effective interest,
which includes loan fees, was 42%.

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

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

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

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

                                      F-17

<PAGE>

               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

stock on June 30, 2004 of $0.90 per share, for a total of $135,000. The loanfees
were recorded as a prepaid expense and were amortized over the term of the loan.

On July 22, 2004,  the Company  obtained a note payable in the amount of $50,000
with  interest at the rate of 10% per year.  The note is due on July 22, 2005 or
upon the Company raising additional funds of $50,000, whichever occurs first and
has been extended by mutual  consent.  In connection with this loan, the Company
paid  loan  fees of $5,000  to  Astor.  The loan fee was  recorded  as a prepaid
expense and has been amortized over the one-year term of the loan.

On March 22, 2005, the Company  obtained a note payable in the amount of $50,000
with  interest  at the rate of 10% per year.  The note was due on or before June
30, 2006 and is past due. On June 15, 2006,  $10,000 of principle  was converted
into 1,408,450 shares of the Company's  common stock.  The remaining  balance is
$40,000.

On  September  12,  2005,  the Company  obtained a note payable in the amount of
$20,000 with interest at the rate of 12% per year. The note was due on or before
October 31,  2005,  and is past due. In  connection  with this note  payable the
Company is required to issue 100,000  common shares in payment of loan fees. The
shares have not been issued..

In December  2006, the Company  obtained two notes payable,  $6,000 and $10,000,
from the same party  totaling with interest at the rate of 10% per year for each
note. The notes are due on June 1, 2007 and June 6, 2007 repectively.


NOTE 5. CONVERTIBLE NOTES PAYABLE

As of December 31, 2006, the Company had $287,200 of 6% subordinated convertible
notes  outstanding to a shareholder who owned 5.1% of the issued and outstanding
stock of the Company as of  December  31,  2006.  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 sixth and seventh 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 2007.  All of the notes are  classified as a
current  liability at December 31, 2006.  The proceeds were  primarily  used for
operating activities as well as for investing in Web site development.  Interest
expense  accrued  for the periods  ended  December  31,  2006 and 2005,  totaled
$17,232 and $17,232,  respectively. As of December 31, 2006, interest accrued on
convertible notes totaled $101,635.

During 2006, notes totaling  $200,000 and $8,100 reached their six and five year
maturity dates, respectively. These notes were extended for an additional period
of one year under the same terms and conditions.

                                      F-18
<PAGE>

               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

NOTE 6. NOTES PAYABLE - RELATED PARTY

On February 26, 2004, the Company  borrowed $30,000 from the President and Chief
Executive  Officer of Universal  Detection  Technology (UDT). This President and
Chief  Executive  Officer is an affiliate of the Company's  President / Director
and a director of eCast.  The note  payable  bears  interest at a rate of 5% per
year and was due May 26, 2004.  Payments of $18,049  were made through  December
31, 2006 and the balance of $11,951 was repaid in January 2007.

On January 28 and  February  4, 2004,  the Company  borrowed  $2,000 and $4,000,
respectively  from  Astor.  The notes are  non-interest  bearing  and are due on
demand.

On November  17,  2005,  the  Company  borrowed in the amount of $4,000 from its
President  having no stated  interest  rate.  The note is due and  payable on or
before November 17, 2006 and has been extended to December 31, 2007.

On March 24, 2006,  the Company  borrowed  $32,500 from its President  having no
stated  interest  rate. The note is due on or before March 24, 2007 and has been
extended to December 31, 2007.

On May 2, 2006 the Company  borrowed  $100 and $1,020 from the  President of the
Company.  Both of the notes were due August 2, 2006 and bear no interest.  These
notes were repaid in January 2007.

On July 18,  2006  the  company  borrowed  $300  from a  related  party  with no
interest. The note is due August 7, 2007.

On August 7, 2006 the Company  borrowed  $523 from the  President of the Company
with no interest. The note is due August 7, 2007.


NOTE 7. CONVERTIBLE NOTES - RELATED PARTY

As of December 31, 2006, the Company had $630,600 of 6% subordinated convertible
notes  outstanding.  The notes are due to a related party who owned an aggregate
of 16.3% of the issued and  outstanding  stock of the Company as of December 31,
2006.  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 sixth and seventh
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.  All of the notes must
be  converted  during  2007.  All of these  notes  are  classified  as a current
liability at December 31, 2006.  The proceeds were  primarily used for operating
activities as well as for investing in Web site  development.  Interest  expense
for the periods  ended  December  31,  2006 and 2005 was  $37,836  and  $37,836,

                                      F-19

<PAGE>

               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

respectively.  As of December 31, 2006,  interest  accrued on convertible  notes
totaled $222,095.

During 2006, convertible notes as described above totaling $210,000 and $391,000
reached their six year and five year maturity  date,  respectively.  These notes
were  extended  for an  additional  period of one year  under the same terms and
conditions.


NOTE 8. INCOME TAXES

The income tax  provision  (benefit)  for the years ended  December 31, 2006 and
2005  differs  from the  computed  expected  provision  (benefit) at the federal
statutory rate for the following reasons:

                                                        2006            2005
                                             --------------------------------

Computed expected income tax provision
(benefit)                                         ($247,000)      ($194,000)

Impairment of film costs                              11,000          28,000

Impairment of Inventory
                                                       8,000               -

Impairment of related party receivables               42,000
                                                                           -

Net operating loss carryforward increased            186,000         167,000

Non-deductible meals and entertainment                               (1,000)
                                                           -
                                             --------------------------------

Income tax provision (benefit)                       $     -         $     -
                                             ================================

The components of the deferred tax assets and  (liabilities)  as of December 31,
2006 were as follows:

Deferred tax assets:
Net operating loss carryforward              $  1,531,000
Less valuation allowance                       (1,531,000)
                                             -------------

Net deferred tax liability                   $          -
                                             =============

                                      F-20

<PAGE>

               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

The  components  of the deferred tax  (expense)  benefit were as follows for the
years ended December 31, 2006 and 2005:

                                                   2006                  2005
                                   ------------------------------------------

Increase in net operating loss
carryforward                            $      200,000       $       167,000
Change in valuation allowance                 (200,000)             (167,000)
                                   ------------------------------------------

Income tax provision (benefit)          $            -       $             -
                                   ==========================================

As of  December  31,  2005,  the Company has net  operating  loss  carryforwards
available to offset future taxable income of approximately  $4,186,000  expiring
beginning in 2020

NOTE 9. COMMITMENTS AND CONTINGENCIES

Starting  in 2006,  the  Company  has been using the  offices  of the  Company's
President at no cost,  which is expected to continue  until  adequate  funds are
available.  Rent expense was $0 and $6,000 for the years ended December 31, 2006
and 2005, respectively.

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

NOTE 10. STOCKHOLDERS' DEFICIT

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

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

On June 12, 2006 the Company  entered into an agreement  with a related party to
provide  consulting  services  over a one year  period for  2,500,000  shares of
common stock under the consultant stock plan valued at $25,000,  the fair market
value of the shares on the date of the agreement. The shares were issued in July
2006. The unamortized  deferred  compensation balance is $10,417 at December 31,
2006.

                                      F-21

<PAGE>

               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

On June 16,  2006,  7,605,633  shares  were  issued  to repay  $54,000  of notes
payable.  The shares were valued at $54,000, the fair market value of the shares
on the date of the agreement.

On June 19,  2006,  2,200,000  shares  were  issued in  payment  for  consulting
services.  These  shares were valued at  $13,420,  the fair market  value of the
shares on the date of the agreement.

On June 20,  2006  the  Company  issued  800,000  shares  of  common  stock to a
consultant for past services  rendered.  These shares were valued at $3,000, the
fair market value of the shares on the date of the agreement.

On June 29, 2006 the Company  adopted a 2006  Consultant  Stock Plan (the "Stock
Plan")  authorizing  the  Company to issue or grant up to  25,000,000  shares of
Common  Stock of the Company  (the  "Shares")  to persons  providing  consulting
services  to the  Company.  On July 6,  2006 the  company  filed a  Registration
Statement on Form S-8  registering the Shares with the SEC. As of February 2007,
the Company has issued 24,600,000 Shares under the Stock Plan.

On July 12, 2006 the Company issued  2,500,000 Shares under the consultant stock
plan for consulting services provided by a related party valued at $25,000,  the
fair market value of shares on the date the agreement was signed.

On July 15, 2006, the Company entered into an agreement with an outside party to
provide  consulting  services over a three month period for 3,000,000  shares of
common stock under the  consultant  stock plan valued at $51,000 the fair market
value of the  shares on the date of the  agreement.  The shares  were  issued in
August 2006.

On July 20, 2006, the Company issued  2,500,000 Shares of common stock under the
consultant  stock  plan to  settle a $2,000  liability  and to pay for  services
performed valued at $62,500,  the fair market value of the shares on the date of
the agreement.

On July 24, 2006 the Company  entered  into an agreement  with a  consultant  to
provide  services for $10,000,  which was paid through the issuance of 2,500,000
shares of common stock under the consultant stock plan.

On November 20, 2006 the Company  entered into an agreement with two consultants
to provide  services  for an  aggregate  of $20,000,  which was paid through the
issuance of 2,000,000 shares of common stock under the consultant stock plan.

On December 5, 2006 the Company  entered into an agreement with two  consultants
to provide  services  for an  aggregate  of $30,000,  which was paid through the
issuance of 3,000,000 shares of common stock under the consultant stock plan.

On December 28, 2006 the Company  entered into an agreement  with  consultant to
provide  services for $10,000,  which was paid through the issuance of 1,000,000
shares of common stock under the consultant stock plan.

                                      F-22

<PAGE>

               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

NOTE 11. RELATED PARTY TRANSACTIONS

Astor Capital, Inc.

On October 1, 2002,  the  Company  engaged  Astor as its  investment  banker and
advisory  services  consultant.  During June 2003,  the agreement with Astor was
amended and extended  through June 2004.  The new  agreement  called for monthly
payments  of $25,000 to Astor in  addition  to  payments  of 10% of all debt and
equity raised. The agreement was terminated on January 12, 2005. The Company did
not pay Astor  consulting,  loan or placement  fees for the years ended December
31,  2006 and 2005.  The  Company  has an  accrued  balance  payable to Astor of
$309,677 as of December 31, 2006.

Riddle Records, Inc.

During the third  quarter of 2004,  the Company  abandoned  its plan to complete
production of project entitled "Rap Battle".  As a result of this decision,  the
Company  sold its interest in this  project to Riddle  Records,  Inc., a related
party,  in exchange for the  reimbursement  of all of the  Company's  production
costs  incurred to date,  which totaled  $12,717.  Due to limited  operations of
Riddle Records, the Company has recorded an allowance for doubtful account as of
December 31, 2006.


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,  2006 the  balance due for the
settlement  had not been paid and is  reflected  as a current  liability  in the
accompanying consolidated balance sheet.

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


NOTE 13. SUBSEQUENT EVENTS

On January 2, 2007,  the Company issued a promissory  note for $16,000  received
from an unrelated party. The note carries a 10% per annum interest and is due on
July 2, 2007.

On March 1, 2007, the Company issued a promissory note for $25,000 received from
an  unrelated  party.  The note  carries a 10% per annum  interest and is due on
September 1, 2007.

                                      F-23

<PAGE>

               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

On April 2, 2007, the Company issued a promissory note for $30,000 received from
an  unrelated  party.  The note  carries a 10% per annum  interest and is due on
October 2, 2007.

On February 23,  2007,  the Company  entered  into an agreement  with an outside
party to provide  consulting  services over a 90 day period for 3,800,000 shares
of common  stock  valued at $41,800 the fair  market  value of the shares on the
date of the agreement.

During  February,  2007,  the Company  entered into an agreement with an outside
party to provide  consulting  services over a 90 day period for 3,800,000 shares
of common  stock  valued at $41,800 the fair  market  value of the shares on the
date of the agreement.

During  January,  2007,  the Company  borrowed  $61 from its  President  with no
interest.

During  February,  2007,  the Company  borrowed $65 from its  President  with no
interest.

During February, 2007, the Company borrowed $35,000 from a related party with no
interest. The note was paid in April of 2007.

                                      F-24