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

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

                                   FORM 10-KSB

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

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

                   For the fiscal year ended December 31, 2004
                         Commission File Number 0-31012

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

            Delaware                                     94-3357128
  (State or Other Jurisdiction              (I.R.S. Employer Identification No.)
of Incorporation or Organization)

          8899 Beverly Blvd., Suite 624, Los Angeles, California 90048

              (Address of Principal Executive Offices and Zip Code)

                                 (323) 445-4833

                (Issuer's Telephone Number, including Area Code)

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

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

                         Common Stock, $.001 par value

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

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

      The issuer's revenues for its most recent fiscal year were $60,000.

      Based on the closing sale price on the OTC Bulletin Board on May 16, 2005,
the aggregate market value of the registrant's common stock held by
non-affiliates was approximately $11,705,254. For purposes of this computation,
all directors and executive officers of the registrant are considered to be
affiliates of the registrant, as well as individual shareholders holding more
than 10% of the registrant's outstanding common stock. This assumption is not to
be deemed an admission by the persons that they are affiliates of the
registrant.

      The number of shares outstanding of the registrant's common stock as of
May 16, 2005, was 38,347,000.

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

<PAGE>

                    NT MEDIA CORPORATION OF CALIFORNIA, INC.
                                   Form 10-KSB
                   For the Fiscal Year Ended December 31, 2004

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                       Page
<S>                                                                                                     <C>
NT MEDIA CORPORATION OF CALIFORNIA, INC. Form 10-KSB For the Fiscal Year Ended December 31, 2004.........i
PART I...................................................................................................1
         Item 1.           Description of Business.......................................................1
                                    General..............................................................1
Governmental Approval....................................................................................2
Marketing and Sales......................................................................................3
Manufacturing............................................................................................3
Research and Development.................................................................................3
Employees................................................................................................3
Competition..............................................................................................3
Intellectual Property....................................................................................3
         Item 2.     Description of Property.............................................................4
         Item 3.     Legal Proceedings...................................................................4
         Item 4.     Submission of Matters to a Vote of Security Holders.................................4
PART II..................................................................................................4
         Item 5.     Market for Common Equity and Related Stockholder Matters............................4
                              Recent Sales of Unregistered Securities....................................5
         Item 6.     Management's Discussion and Analysis or Plan of Operation...........................5
                              Cautionary Statements and Risk Factors.....................................9
         Item 7.     Financial Statements...............................................................13
         Item 8.     Changes in and Disagreements with Accountants on Accounting and Financial
                     Disclosure.........................................................................13
         Item 8A.    Controls and Procedures............................................................13
         Item 8B.    Other Information..................................................................14
PART III................................................................................................14
         Item 9.     Directors, Executive Officers, Promoters and Control Persons; Compliance with
  Section 16(a) of the Exchange Act..................................................14

                              Directors, Executive Officers and Key Employees...........................14
                              Business Experience.......................................................15
                              Section 16(a) Beneficial Ownership Reporting Compliance...................15
         Item 10.    Executive Compensation.............................................................16
                              Executive Compensation....................................................16
Value...................................................................................................17
                              Compensation of Directors.................................................17
         Item 11.    Security Ownership of Certain Beneficial Owners and Management and Related
                     Stockholder Matters................................................................17
         Item 12.    Certain Relationships and Related Transactions.....................................18
         Item 13.    Exhibits and Reports on Form 8-K...................................................19
         Item 14.    Principal Accountant Fees and Services.............................................19
</TABLE>


                                       i
<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

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

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


                                       1
<PAGE>

      In August of 2003, we entered into a Production  Draw/Consulting Agreement
with Graham Taylor of Sabotage Productions. We agreed to pay Mr. Taylor a sum of
$3,500 per month in lieu of his full producer's fee of $50,000  (estimated) on a
feature film to be  designated in the future.  We paid monthly fees  aggregating
$24,000 during 2003.

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

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

      During the third  quarter of 2004,  we entered into an  agreement  with SU
Productions,  LLC to form a limited liability  corporation named SU Distribution
LLC ("SUD").  SUD is owned 51% by us and 49% by SU Productions  LLC.  During the
fourth quarter of 2004, SUD completed  production of the first three episodes of
an  adult-themed  "direct to DVD" program  entitled  "Strippers  Untamed."  Upon
completion of  production,  SUD began test  marketing and  distribution  efforts
through the use of commercials and  infomercials.  SUD has engaged a third party
telemarketing  company to receive and  process  all orders,  as well as, a third
party fulfillment  company to complete delivery of the orders.  SUD manufactured
an  inventory  of the  project  with a  current  retail  value of  approximately
$175,000.  As of the date of this filing,  SUD's distribution  efforts have just
begun and to date no meaningful sales have yet to be achieved.

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

Governmental Approval

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


                                       2
<PAGE>

Marketing and Sales

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

Manufacturing

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

Research and Development

      We did not spend any money on research and development for the years ended
December 31, 2004 and 2003. We currently  intend to focus  substantially  all of
our efforts and  resources on  developing  new  projects or acquiring  completed
product for distribution in the various entertainment markets, including, direct
to home viewing, television, and independent feature films.

Employees

      As of  May  16,  2005,  we  had  one  employee.  We  also  employ  outside
consultants from time to time to provide various services. None of our employees
are represented by a labor union. We consider our employee relations to be good.

Competition

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

Intellectual Property

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


                                       3
<PAGE>

Item 2. Description of Property

      We currently  lease our  corporate  headquarters  which is located at 8899
Beverly Blvd., Suite 624, Los Angeles,  California 90048 and our mailing address
is P.O. Box 69404, Los Angeles, CA 90069.

Item 3. Legal Proceedings

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

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

      None.

                                    PART II

Item 5. Market for Common Equity and Related Stockholder Matters

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

                                                          High            Low

      Year Ended December 31, 2003
      First Quarter                                    $  0.09         $ 0.01
      Second Quarter                                      1.40           0.12
      Third Quarter                                       0.50           0.05
      Fourth Quarter                                      0.25           0.10

      Year Ended December 31, 2004
      First Quarter                                     $ 0.20         $ 0.12
      Second Quarter                                      1.01           0.11
      Third Quarter                                       1.23           0.70
      Fourth Quarter                                      0.90           0.51

      As of May 16, 2005, we had 109 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.


                                       4
<PAGE>

Recent Sales of Unregistered Securities

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

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

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

Caution About Forward-Looking Statements

This Form 10-KSB includes  "forward-looking"  statements  about future financial
results, future business changes and other events that haven't yet occurred. For
example,   statements   like  we  "expect,"   "anticipate"   or  "believe"   are
forward-looking  statements.  Investors  should be aware that actual results may
differ  materially  from  our  expressed   expectations  because  of  risks  and
uncertainties about the future. We do not undertake to update the information in
this  Form  10-KSB  if  any  forward-looking  statement  later  turns  out to be
inaccurate.  Details about risks  affecting  various aspects of our business are
discussed throughout this Form 10-KSB and should be considered carefully.

Overview

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

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


                                       5
<PAGE>

            Purpose                                                     Amount
----------------------------------------                               -------
Growth Capital for Acquired Subsidiaries                             $ 300,000
Additional Employees                                                 $ 100,000
Marketing and Public Relations Campaigns                             $ 300,000
Participation in Industry and Trade Functions                        $  50,000
Ongoing Operations                                                   $ 500,000

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

Results of Operation

Operating Results for the Years Ended December 31, 2004 and 2003

We  realized  $62,132 of revenue for the year ended  December  31,  2004,  which
represents a substantial  decrease compared to revenues of $155,000 for the same
period of 2003.  This  59.9%  decrease  was due  primarily  to  reduced  revenue
generated  through  consulting  fees (with respect to business  development  and
strategy consulting) and to the reduced revenues from Ecast's discontinued lines
of business.

Operating  expenses  increased by $289,154 for the year ended December 31, 2004,
as compared to the year ended December 31, 2003. This  substantial  increase was
due primarily to: (i) professional fees, marketing fees and consulting fees, and
(ii) increased investor relations and public relations expenses.

We realized an operating  loss of $886,047 for the year ended  December 31, 2004
compared to an operating loss of $504,025 in the same period of 2003 an increase
of $382,022 or 76.8%.  This operating loss for the year ended December 31, 2004,
reflects  the  decrease in revenues  and the  significant  increase in operating
expenses  incurred  during  2004 and  expenses  related to the  development  and
production of our projects.


                                       6
<PAGE>

Other  expenses  increased  from other income of $197,946  during the year ended
December  31,  2003 to an expense of  $574,708  during the same  period of 2004.
Interest  income  remained   substantially   unchanged  while  interest  expense
increased to $104,293 for the year ended  December 31, 2004  compared to $66,430
incurred  during the same period of 2003. This increase was due to our increased
borrowing  during 2004. Loan fees of $474,583 were incurred in 2004 while $5,000
of such fees were incurred in the same period in 2003 due to the increased  cost
of obtaining loan funds. This is due to the fact that we borrowed a much greater
amount in 2004 than in 2003. In addition,  we received a forgiveness  of debt of
$264,124 during 2003 and $0 in 2004.

Our total net loss for the year ended December 31, 2004, increased substantially
from $307,679 for the year ended  December 31, 2003 to  $1,460,755  for the year
ended December 31, 2004. The 375% increase in our net loss in 2004 reflected not
only the increase in general and administrative expenses,  regulatory compliance
costs,  product  development  and  marketing  costs and loan fees,  but also the
reduction in revenues.

Liquidity and Sources of Capital

We have incurred  significant  operating  losses for the last three fiscal years
and, as of December 31, 2004, we had an accumulated  deficit of  $3,957,801.  At
December 31, 2004, we had $12,842 of cash or cash  equivalents and a net working
capital deficit of $1,482,817.

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,  2004,  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 $410,000 is now classified as
current  liabilities.  During the year ended  December 31,  2004,  we borrowed a
total of $606,500 at interest  rates  ranging  from 5% to 12% per year.  We have
also issued stock in payment for marketing  services and $423,000 for loan fees.
We  anticipate  having to continue to borrow funds or obtain  additional  equity
capital to provide our working capital.

During the year ended  December 31, 2004, we sold 604,250 shares of common stock
for $127,872. We paid offering costs of $2,423 to Astor Capital, Inc., a related
party and $10,765 to an unrelated party.

The audit report of our independent  registered  public  accounting firm for the
year ended  December 31, 2004  includes a "going  concern"  explanation.  In the
accountant's  opinion,  our limited  operating  history and the  accumulated net
deficit as of December 31, 2004,  raised  substantial doubt about our ability to
continue as a going concern.


                                       7
<PAGE>

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 automatically  converted during 2005, 2006, and 2007
unless they become eligible for conversion prior to that time.

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 andy all of our initiatives and will be forced to consider steps that
would protect our assets against our creditors.

As of December 31, 2004, our principal commitments include an obligation under a
month-to-month lease of $500 per month for our corporate offices.

At December 31, 2004, we had loans of approximately $1,566,451 owed primarily to
two of our  stockholders  and  bearing  interest  at 5% to 12%  per  annum.  The
interest  represented  by these loans is accruing  and will be payable  upon the
expiration  of the loans.  If we are unable to obtain  sufficient  cash to repay
these loans when due or are unable to negotiate alternative terms with such loan
holder,  we would be in default on such loans.  Any such default would give rise
to legal  remedies  against  us or our  subsidiary.  $917,800  of our  loans are
represented  by  convertible  notes.  These notes bear  interest at 6% per annum
which has  accrued to  $213,594  as of  December  31,  2004.  These notes can be
converted  into shares of our common  stock at a  conversion  price equal to the
average  bid price per share  prevailing  at the time of  conversion.  The notes
cannot be converted  unless and until:  (i) our shares are trading  publicly and
(ii) the shares  underlying the notes have been  registered for resale under the
Securities Act of 1933.  These notes have a term of five years at which time the
notes will automatically  convert into shares of common stock. When and if these
creditors  were to  convert  all or  substantially  all of these  notes into our
common stock, such a conversion would have a significant dilutive affect.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations
are based upon our consolidated  financial statements,  which have been prepared
in accordance with accounting principles generally accepted in the United States
of America.  The preparation of financial  statements require management to make
estimates  and  judgments  that  affect  the  reported  amounts  of  assets  and
liabilities,  revenues and expenses and disclosures on the date of the financial
statements. On an on-going basis, we evaluate the estimates,  including, but not
limited  to,  those  related  to  revenue  recognition.   We  use  authoritative
pronouncements,  historical  experience  and other  assumptions as the basis for
making judgments. Actual results could differ from those estimates.


                                       8
<PAGE>

Also see Note 3 to the consolidated  financial  statements included elsewhere in
this Form 10-KSB for a summary of our significant accounting policies.

Cautionary Statements and 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 doubt about our ability to continue
as a going concern.

      Our  independent  auditors'  report,  dated  April 28, 2005,  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,
2004.  We have  experienced  operating  losses  since the date of the  auditors'
report and in prior years.  Our auditors  report may impede our ability to raise
additional  capital  on terms  acceptable  to us.  If we are  unable  to  obtain
financing  on  terms  acceptable  to us,  or at  all,  we  will  not be  able to
accomplish  any or all of our  initiatives  and will be forced to consider steps
that  would  protect  our  assets  against  our  creditors.  If we are unable to
continue as a going concern, your entire investment in us could be lost.

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

      If we cannot raise  additional  capital,  we will not be able to repay our
debt or pursue our business strategies as scheduled, or at all, and we may cease
operations.  We have been unable to pay all of our  creditors  and certain other
obligations in accordance with their terms. In the aggregate, as of December 31,
2004,  we  have  approximately  $1.8  million  in  debt  obligations,  including
interest,  owing within the next 12 months.  As of December  31,  2004,  we have
verbal  extensions with respect to approximately  $1.3 million of this debt to a
date to be mutually  agreed upon by us and each of the  respective  noteholders.
However,  we cannot  assure you that any of these  noteholders  will continue to
extend payment of these debt obligations or ultimately agree to revise the terms
of this debt to allow us to make scheduled  payments over an extended  period of
time.  We have  limited  cash on hand and we do not expect to generate  material
cash from  operations  within the next 12  months.  We have  attempted  to raise
additional  capital  through  debt or  equity  financings  and to date  have had
limited success.  The down-trend in the financial  markets has made it extremely
difficult  for us to raise  additional  capital.  In addition,  our common stock
trades on The Over the Counter  Bulletin  Board which makes it more difficult to
raise  capital  than if we were trading on the Nasdaq Stock  Market.  Also,  our
default  in  repaying  our  debt  restricts  our  ability  to file  registration
statements,  including those relating to capital-raising  transactions,  on Form
S-3, which may make it more difficult for us to raise additional  capital. If we
are unable to obtain financing on terms acceptable to us, or at all, we will not
be able to  accomplish  any or all of our  initiatives  and  will be  forced  to
consider steps that would protect our assets against our creditors.


                                       9
<PAGE>

We have a history of losses and we do not anticipate  that we will be profitable
in fiscal 2005.

      We have incurred losses since inception and have not generated  sufficient
revenues  to cover our  expenses  during  2003 and 2004.  We had an  accumulated
deficit of  approximately  $3.96  million as of December  31,  2004.  During the
fiscal 2004, we incurred a net loss of  approximately  $1.46 million.  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 2005. As a
result of the losses and  negative  cash flows from  operations,  our ability to
continue  operations will depend on our ability to generate  increased  revenues
and the availability of outside financing for working capital.  If we are unable
to generate  sufficient  revenues  in the near  future to cover our  expenses or
obtain outside capital to cover operating  expenses,  we may be unable to expand
or maintain business operations.

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

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


                                       10
<PAGE>

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

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

We have limited experience in and resources for our industry.

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

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

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

Our outstanding options and warrants may dilute our shareholders' interests.

      As of December 31, 2004, we have granted  options and warrants to purchase
a total of 60,000  shares of common stock that have not been  exercised.  To the
extent these outstanding  options and warrants are exercised,  our shareholders'
interests will be diluted.


                                       11
<PAGE>

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

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

Our stock price is volatile.

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

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

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

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

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.


                                       12
<PAGE>

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

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

Item 7. Financial Statements

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

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

      None.

Item 8A. Controls and Procedures

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

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


                                       13
<PAGE>

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

Item 8B. Other Information.

      None.

                                    PART III

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

Directors, Executive Officers and Key Employees

      Set forth below are the names, ages,  positions and business experience of
our directors and executive officers as of May 15 2005.

Name                 Age      Position
----                 ---      --------
Chris Briggs         34       Chief Executive Officer, President, Acting Chief
                              Financial Officer and Chairman of the Board of
                              Directors

Ali Moussavi         34       Secretary and Director


                                       14
<PAGE>

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

Business Experience

      Christopher Briggs. Mr. Briggs was appointed as the Company's CEO, CFO and
a Director on June 30, 2003.  Mr.  Briggs  manages all aspects of the  Company's
operations  and finances.  From April 2002 to June 2003,  Mr. Briggs managed the
Company's office in Montreal,  Canada.  Prior to joining the Company, Mr. Briggs
was  employed  for  over  four  years  as  a  development  executive  with  Next
Entertainment, a TV production company.

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

Board Committees

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

Section 16(a) Beneficial Ownership Reporting Compliance

      Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our executive officers and directors,  and persons who own more than ten percent
of our common stock, to file with the Securities and Exchange Commission initial
reports of ownership,  and reports of changes in ownership,  of our common stock
and other equity securities of ours.  Executive officers,  directors and greater
than ten percent shareholders are required by SEC regulations to furnish us with
copies of all Section  16(a)  reports that they file.  To our  knowledge,  based
solely  on a  review  of  the  copies  of  the  reports  furnished  to  us,  and
representations  from our executive officers and directors that no other reports
were  required  during the fiscal year ended  December 31, 2004,  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.


                                       15
<PAGE>

Code of Business Conduct and Ethics

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

Item 10. Executive Compensation

Executive Compensation

      The following table sets forth information concerning the compensation for
services  in all  capacities  rendered  to us for the three  fiscal  years ended
December  31,  2004,  of our Chief  Executive  Officer  and our other  executive
officers whose annual  compensation  exceeded  $100,000 in the fiscal year ended
December 31,  2004,  if any. We refer to the Chief  Executive  Officer and these
other officers as the named executive officers.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                                    Long-Term
                                                      Annual Compensation                      Compensation Awards
                                                      -------------------                      -------------------
                                                                                                            Securities
                                                                                       Restricted Stock     Underlying
Name and Principal Position              Year            Salary            Bonus           Awards             Options
---------------------------              ----            ------            -----           ------             -------

<S>                                      <C>               <C>               <C>          <C>                     <C>
   Christopher Briggs (1)                2004              $ 0               $ 0               --                  --
   President, Chief Executive            2003              $ 0               $ 0          100,000                  --
   Officer, Acting CFO and               2002               --                --               --                  --
   Chairman of the Board
</TABLE>

(1)   Mr. Briggs became our Chief Executive Officer as of June 30, 2003.

                          OPTION GRANTS IN FISCAL 2004

      We did not  grant  any  stock  options  during  fiscal  2004 to our  named
executive officer.


                                       16
<PAGE>

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR

                        AND FISCAL YEAR-END OPTION VALUES

      The following table sets forth, for each of the named executive  officers,
certain information  regarding the exercise of stock options during fiscal 2004,
the number of shares of common  stock  underlying  stock  options held at fiscal
year-end  and the value of options held at fiscal  year-end  based upon the last
reported  sales price of the common stock on the OTC Bulletin  Board on December
31, 2004 ($0.60 per share).

<TABLE>
<CAPTION>
                   Shares
                  Acquired                        Number of Securities Underlying              Value of Unexercised
                     on             Value             Unexercised Options at                  In-the-Money Options at
     Name         Exercise        Realized               December 31, 2003                       December 31, 2003
     ----       -------------    ------------   ------------------------------------    ------------------------------------
                                                 Exercisable        Unexercisable        Exercisable        Unexercisable
                -------------    ------------   ---------------    -----------------    ---------------    -----------------

<S>                  <C>             <C>               <C>               <C>                    <C>             <C>
Christopher          --              --                --                --                     --              --
Briggs
</TABLE>

Compensation of Directors

      During fiscal 2004, our directors did not receive compensation pursuant to
any standard  arrangement for their services as directors.  When requested by us
to attend Board meetings in person, it is our policy to reimburse  directors for
reasonable  travel and  lodging  expenses  incurred  in  attending  these  Board
meetings.

Employment Agreements

      We have a letter  agreement  with  Christopher  Briggs,  effective June 30
2003, pursuant to which he serves as our Chief Executive Officer, President, and
Director.  Mr. Briggs received 100,000 shares of the Company's restricted common
stock upon  execution of the agreement  and is eligible for future  issuances of
the Company's  common stock as  compensation as may be awarded from time to time
by the disinterested Directors on the Board.

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

      The following table sets forth information as of May 16, 2005, 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.  The address of each person
listed is in care of NT Media Corp. of California, Inc., 8899 Beverly Blvd., Los
Angeles, California 90038, unless otherwise set forth below.


                                       17
<PAGE>

<TABLE>
<CAPTION>
                                                            Number of Shares of Common
Name and Address                                            Stock Beneficially Owned (1)      Percent of Class (1)
---------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                               <C>
Christopher Briggs
8899 Beverly Blvd., Suite 624
Los Angeles, CA  90048...............................                 100,000                           0.2%
Ali Moussavi
9595 Wilshire Blvd., #700
Beverly Hills, CA  90212.............................                    0                              0.0%
Chris Mehringer
2408 Beechwood Drive
Los Angeles, CA  90068...............................                3,170,746                          8.3%
Britannica Associates Limited
Omar Hodge Blvd., Third Floor
Road Town, Tortola
British Virgin Islands...............................                11,125,477                        29.0%
Delta Capital Partners, Ltd.
60 Market Square, #364
Belize City, Belize..................................                3,523,052                          9.2%
Dana O'Connor
570  N. Rossmore, #206
Los Angeles, CA  90024...............................                3,170,746                          8.3%
Directors and executive officers as a
     group (2 persons)...............................                 100,000                           0.2%
</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)  within 60 days of the date as
            of which the  information  is provided.  In computing the percentage
            ownership of any person,  the amount of shares outstanding is deemed
            to include  the amount of shares  beneficially  owned by that person
            (and only that person) by reason of these  acquisition  rights. As a
            result,  the percentage of outstanding shares of any person as shown
            in this table  does not  necessarily  reflect  the  person's  actual
            ownership  with  respect to the number of shares of our common stock
            actually outstanding at May 16, 2005.

Equity Compensation Plans

      As of May 16, 2005, we have not adopted any equity compensation plans.

Item 12. Certain Relationships and Related Transactions

      On October 1, 2002, we engaged Astor Capital as its investment  banker and
advisory  services  consultant  pursuant  to a  written  agreement.  Astor  is a
California  corporation of which Ali Moussavi,  the Company's Secretary,  is the
Manager/Partner  and 50% owner.  During June 2003,  the agreement with Astor was
amended and extended  through  June 2004.  The new  agreement  calls for monthly
payments  of $25,000 to Astor in  addition  to  payments  of 10% of all debt and
equity raised.  For the years ended December 31, 2004 and 2003, we paid $139,423
and $109,222 to Astor for consulting fees, loan fees, and placement fees.


                                       18
<PAGE>

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

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

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

Item 13. Exhibits and Reports on Form 8-K

      (a)   Exhibits

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

      (b)   Reports on Form 8-K

      None.

Item 14. Principal Accountant Fees and Services

During the our fiscal years ended December 31, 200 3 and December 31, 200 4 , we
were billed the  following  aggregate  fees by  Caldwell  Becker and AJ Robbins.
Since AJ Robbins w as retained as our auditors on July 1, 2003,  all of the fees
described  below  for th e first  half of  fiscal  year  2003  are for  services
provided by Caldwell  Becker while  services from July 1, 2003 through  December
31, 2003 were performed by AJ Robbins.

Audit Fees.  The aggregate  fees billed by Caldwell  Becker and AJ Robbins to us
for  professional  services  rendered for the audit of the  Company's  financial
statements for the fiscal year, for reviews of the financial statements included
in our Forms 10-QSB for the fiscal year,  and for services  provided by Caldwell
Becker and AJ Robbins in connection with statutory or regulatory filings for the
fiscal year,  were $ 27,258 for the fiscal year ended 200 3 and $ 31,000 for the
fiscal year ended 200 4 .

Audit Related Fees. The aggregate fees billed by Caldwell  Becker and AJ Robbins
to us for assurance and related services  reasonably  related to the performance
of the audit of the annual financial  statements and the review of our financial
statements  were $2 ,154 for the  fiscal  year ended 2003 and $ 0 for the fiscal
year ended 200 4 . These fees were for  consultation  related to the application
of new accounting standards, and certain other audit-related services.


                                       19
<PAGE>

Tax Fees. The aggregate fees billed by Caldwell  Becker and AJ Robbins to us for
professional  services rendered for tax compliance,  tax advice and tax planning
were $ 0 for the fiscal  year ended 200 3 and $ 22,000 for the fiscal year ended
2004 .

All Other Fees. No fees were billed by either  Caldwell  Becker or AJ Robbins to
us for products  and services  rendered for fiscal years 200 3 and 200 4 , other
than the Audit Fees, Audit-Related Fees, and Tax Fees described in the preceding
three paragraphs.

All of the services  performed by Caldwell Becker and AJ Robbins during 2003 and
2004 were  pre-approved  by our Board of  Directors,  which  concluded  that the
provision  of  the  non-audit   services  described  above  is  compatible  with
maintaining the accountant's independence.


Pre-Approved Policies and Procedures

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

                                       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:  May 20, 2005                    NT MEDIA CORPORATION OF CALIFORNIA, INC.

                                       By: /s/ Christopher  Briggs
                                           -------------------------------------
                                           Christopher  Briggs, 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 Christopher Briggs, his attorney-in-fact,
each with the power of  substitution,  for him and in his name, place and stead,
in any and all capacities,  to sign any and all amendments to this Annual Report
on Form  10-KSB,  and to file  the  same,  with  all  exhibits  thereto  and all
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said  attorney-in-fact  and agents, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could do in person,  hereby ratifying and confirming said  attorney-in-fact  and
agents or any of them, or his or their  substitute or substitutes,  may lawfully
do or cause to be done by virtue hereof.

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

Date:  May 20, 2005
                                       /s/ Christopher  Briggs
                                       -----------------------------------------
                                       Christopher  Briggs,  President,   Chief
                                       Executive  of  the  Board  of  Directors
                                       (Principal   Executive,   Financial  and
                                       Accounting Officer)

Date:  May 20, 2005                    /s/ Ali Moussavi
                                       -----------------------------------------
                                       Ali Moussavi, Secretary and Director


                                       21
<PAGE>

                                  EXHIBIT INDEX

Item Number      Footnote     Description
-----------      --------     -----------
Exhibit 2.1        (1)        Stock Exchange Agreement dated April 17, 2001.

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

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

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

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

Exhibit 10.2       (3)        Office Lease.

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

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

Exhibit 21.1                  List of Subsidiaries of Registrant.

Exhibit 31.1                  Certification of Principal Executive and
                              Financial Officer pursuant to Section 302 of the
                              Sarbanes-Oxley Act of 2002.

Exhibit 32.1                  Certification of Principal Executive and
                              Financial Officer pursuant to Section 906 of the
                              Sarbanes-Oxley Act of 2002.

(1)   Incorporated by reference to exhibits  previously  filed on Form 8-K filed
      on May 1, 2001.

(2)   Incorporated  by  reference to exhibits  previously  filed on Form SB-2 on
      June 1, 2000.

(3)   Incorporated  by  reference  to exhibits  previously  filed on Form 10-KSB
      filed on April 9, 2002.

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


                                       22
<PAGE>


                  NT MEDIA CORP. OF CALIFORNIA AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


                                    CONTENTS

                                                                            PAGE


Report of Independent Registered Public Accounting Firm                      F-1

Consolidated Financial Statements:

     Consolidated Balance Sheet as of December 31, 2004                      F-2

     Consolidated Statements of Operations for the years ended
        December 31, 2004 and 2003                                           F-3

     Consolidated Statements of Stockholders' Deficit for the years ended
        December 31, 2004 and 2003                                           F-4

     Consolidated Statements of Cash Flows for the years ended
        December 31, 2004 and 2003                                           F-5

     Notes to Consolidated Financial Statements                              F-6


<PAGE>

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

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

We have audited the accompanying consolidated balance sheet of NT Media Corp. of
California, Inc. and Subsidiaries (a development stage company) as of December
31, 2004, and the related consolidated statements of operations, changes in
stockholders' deficit, and cash flows for the years ended December 31, 2004
and 2003. 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 2004, and the consolidated
results of its operations and its cash flows for the years ended December 31,
2004 and 2003 in conformity with generally accepted accounting principles in the
United States of America.

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

AJ. ROBBINS, P.C.
CERTIFIED PUBLIC ACCOUNTANTS

Denver, Colorado
April 28, 2005


                                      F-1
<PAGE>

               NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARIES
                         (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEET


                                                                    December 31,
                                                                       2004
                                                                    -----------
                                     ASSETS

CURRENT ASSETS
    Cash and cash equivalents                                       $    12,842
    Inventory                                                            26,535
    Prepaid expenses                                                    106,061
    Due from related parties                                             35,503
    Interest receivable, related party                                   15,818
                                                                    -----------
TOTAL CURRENT ASSETS                                                    196,759

CAPITALIZED FILM COSTS, net                                              96,288

EQUIPMENT, net of accumulated depreciation of $10,975                       809
                                                                    -----------
TOTAL ASSETS                                                        $   293,856
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
    Accounts payable                                                $   146,160
    Accrued liabilities                                                 112,249
    Accrued liabilities to related parties                              358,804
    Notes payable                                                       615,000
    Notes payable related party                                          33,651
    Current portion of convertible notes payable                        200,000
    Current portion of convertible notes payable, related party         210,000
    Accrued litigation settlement                                       100,000
                                                                    -----------
TOTAL CURRENT LIABILITIES                                             1,775,864

CONVERTIBLE NOTES PAYABLE                                                87,200
CONVERTIBLE NOTES PAYABLE, RELATED PARTY                                420,600
ACCRUED INTEREST, long term                                              13,791
ACCRUED INTEREST, RELATED PARTY. long term                               92,723
                                                                    -----------
TOTAL LIABILITIES                                                     2,390,178
                                                                    -----------
MINORITY INTEREST                                                        19,994

COMMITMENTS AND CONTINGENCIES                                                --

STOCKHOLDERS' DEFICIT
    Preferred stock, $0.001 par value, 5,000,000 shares
      authorized; 0 shares issued and outstanding                            --
    Common stock; $0.001 par value; 100,000,000 shares
      authorized; 38,312,000 shares issued and outstanding               38,312
    Additional paid-in capital                                        1,872,655
    Common stock subscription receivable                                (69,482)
    Deficit accumulated during the development stage                 (3,957,801)
                                                                    -----------
TOTAL STOCKHOLDERS' DEFICIT                                          (2,116,316)
                                                                    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                         $   293,856
                                                                    ===========

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


                                      F-2
<PAGE>

<TABLE>
<CAPTION>

                    NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARIES
                               (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                               Cumulative
                                                                                 from
                                                        Years Ended          June 4, 1999
                                              ----------------------------  (inception) to
                                               December 31,    December 31,   December 31,
                                                   2004            2003           2004
                                              -------------    -----------    -----------
<S>                                           <C>              <C>            <C>
REVENUE                                       $      62,132    $   155,000    $   385,721
                                              -------------    -----------    -----------
COSTS AND EXPENSES
     General and administrative                     893,614        655,668      3,615,514
     Depreciation and amortization                    3,565          3,357        131,167
     Impairment of film costs                        51,000             --         51,000
     Loss on litigation settlement                       --             --        100,000
                                              -------------    -----------    -----------
TOTAL COSTS AND EXPENSES                            948,179        659,025      3,897,681
                                              -------------    -----------    -----------
LOSS FROM OPERATIONS                               (886,047)      (504,025)    (3,511,960)

OTHER INCOME (EXPENSE)
     Interest income, related party                   4,168          5,252         16,902
     Interest expense                               (64,515)        (9,252)       (73,767)
     Interest expense, related party                (39,778)       (57,178)      (216,490)
     Loan fees                                     (474,583)        (5,000)      (479,583)
     Debt forgiven                                       --        264,124        290,595
     Legal fees forgiven                                 --             --         12,296
                                              -------------    -----------    -----------
TOTAL OTHER INCOME (EXPENSE)                       (574,708)       197,946       (450,047)
                                              -------------    -----------    -----------
NET (LOSS) BEFORE MINORITY INTEREST
AND PROVISION FOR INCOME TAXES                   (1,460,755)      (306,079)    (3,962,007)

MINORITY INTEREST                                    13,006             --         13,006

NET (LOSS)  BEFORE PROVISION FOR INCOME TAXES    (1,447,749)      (306,079)    (3,949,001)

PROVISION FOR INCOME TAXES                               --          1,600          8,800
                                              -------------    -----------    -----------
NET (LOSS)                                    $  (1,447,749)   $  (307,679)   $(3,957,801)
                                              =============    ===========    ===========

NET (LOSS) PER SHARE:
     BASIC AND DILUTED                        $       (0.04)   $     (0.01)
                                              =============    ===========
WEIGHTED AVERAGE SHARES OUTSTANDING:
     BASIC AND DILUTED                           37,615,452     33,450,944
                                              =============    ===========

 The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


                                           F-3
<PAGE>

<TABLE>
<CAPTION>

                                      NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARIES

                                                 (A DEVELOPMENT STAGE COMPANY)
                                        CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                               FOR THE PERIOD FROM JUNE 4, 1999 (INCEPTION) TO DECEMBER 31, 2004

                                                                                                       Deficit
                                                                                          Common     accumulated
                                                        Common stock      Additional       Stock     during the
                                                     -------------------    paid-in    Subscription  development
                                                      Shares     Amount     capital     Receivable      stage        Total
                                                     ----------  -------  -----------  ------------  -----------  ------------
<S>                                                  <C>         <C>      <C>          <C>           <C>          <C>
Balance at June 4, 1999 (inception)                          --  $    --  $        --  $         --  $        --  $         --

Stock sales - June 4, 1999 at $0.003 per share        6,341,492    6,341       13,659            --           --        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)
                                                     ==========  =======  ===========  ============  ===========  ============


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

</TABLE>

                                                             F-4
<PAGE>

<TABLE>
<CAPTION>

                           NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARIES

                                      (A DEVELOPMENT STAGE COMPANY)
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                    Year Ended          Cumulative from
                                                            --------------------------    June 4, 1999
                                                            December 31,   December 31,  (inception) to
                                                                2004          2003      December 31, 2004
                                                            ------------   -----------  -----------------
<S>                                                         <C>            <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss before minority interest                        $(1,460,755)   $  (307,679) $      (3,970,807)
   Adjustment to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization expense                       3,565          3,357            131,167
      Impairment loss                                            51,000             --            231,328
      Operating expenses paid by reducing note receivable            --             --             10,000
      Stock issued for services                                 188,500         25,000            213,500
      Stock issued for loan fees                                423,000             --            423,000
      Stock options issued for services                          40,870             --             60,370
      Legal fees forgiven                                            --             --            (12,296)
      Debts forgiven                                                 --       (264,124)          (290,595)
   Changes in assets and liabilities:                                --
    Interest receivable                                          (3,335)        (5,001)           (15,818)
    Inventory                                                   (26,535)            --            (26,535)
    Prepaid expenses                                           (106,061)            --           (106,061)
    Other assets                                                    200        (24,000)           (24,000)
    Deferred income                                                  --        (30,000)                --
    Litigation settlement                                            --             --            100,000
    Accounts payable and accrued expenses                       162,433         42,183            501,144
    Accrued expenses, related party                             153,538        153,445            417,783
                                                            -----------    -----------  -----------------
Net cash used in operating activities                          (573,580)      (406,819)        (2,357,820)
                                                            -----------    -----------  -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Notes receivable from officer                                     --        (29,000)           (45,048)
   Collection of notes receivable from officer                       --         29,000             35,048
   Change in restricted cash                                                        --                 --
   Merger fees and costs                                                            --                 --
   Notes receivable, related parties                                 --        (50,000)           (50,000)
   Collection of notes receivable, related parties                   --         50,000             50,000
   Investment in property and equipment                              --             --            (18,879)
   Investment in film costs                                    (123,746)            --           (123,746)
   Investment in web site development costs                          --             --           (292,968)
                                                            -----------    -----------  -----------------
Net cash used in investing activities                          (123,746)            --           (445,593)
                                                            -----------    -----------  -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of common stock                       127,872        383,407          1,206,279
   Proceeds from equity investment of minority interest          33,000             --             33,000
   Payment of offering costs                                    (13,188)       (48,476)           (61,664)
   Proceeds from note payable                                   570,000         45,000            615,000
   Proceeds from note payable, related party                     36,500         69,037            212,842
   Payment of note payable, related party                       (53,412)       (37,837)          (107,002)
   Proceeds from issuance of convertible notes                       --             --            917,800
                                                            -----------    -----------  -----------------
Net cash provided by financing activities                       700,772        411,131          2,816,255
                                                            -----------    -----------  -----------------
NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                                               3,446          4,312             12,842

CASH AND CASH EQUIVALENTS, Beginning of period                    9,396          5,084                 --
                                                            -----------    -----------  -----------------
CASH AND CASH EQUIVALENTS, End of period                    $    12,842    $     9,396  $          12,842
                                                            ===========    ===========  =================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

   Interest paid                                            $        --    $       897  $           1,911
                                                            ===========    ===========  =================
   Income taxes paid                                        $        --    $        --  $           4,000
                                                            ===========    ===========  =================

         The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


                                                   F-5
<PAGE>

                  NT MEDIA CORP. OF CALIFORNIA AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


NOTE 1. NATURE OF BUSINESS

NT Media Corp. of California, Inc. (formerly known as MVD, Inc.) ("NT Media" or
"the Company") was incorporated in the State of Delaware on April 12, 2000. From
April 12, 2000 through April 17, 2001, NT Media was doing business in Florida as
MVDIGITAL, Inc. Effective April 17, 2001, in connection with a stock exchange
agreement, NT Media issued 10,000,000 pre-split shares of its common stock at
$.001 par value per share, in exchange for all of the outstanding common stock
of eCast Media Corporation, Inc. ("eCast"). As a result of the exchange, eCast
shareholders acquired 80% of the issued and outstanding shares of NT Media and
eCast became a wholly owned subsidiary of NT Media. This transaction qualified
as a tax-free share exchange and was accounted for as a recapitalization of
eCast and the acquisition of NT Media at its book value. On April 24, 2001, the
Company changed its name from MVD, Inc. to NT Media Corp. of California, Inc.

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

At the time of the share exchange, it was the intention of the Company to make
the business of eCast the business of NT Media. However, due to losses and
continued inability to generate significant revenue, NT Media determined that it
was in the best interests of the Company and its stockholders to shift the
Company's growth strategy away from eCast and toward the acquisition of
companies with existing operations. To this end, NT Media began terminating
and/or suspending certain money losing operations of eCast, while simultaneously
developing its own acquisition-driven growth strategy and opportunities to
acquire companies with ongoing operations. The Company began looking for a
potential acquirer to purchase eCast's operations and/or assets. During this
time, NT Media also engaged in certain entertainment production and
international business development activities independent of those previously
conducted by eCast.

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

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

During the third quarter of 2004, the Company entered into an agreement with SU
Productions, LLC to form a limited liability corporation named SU Distribution
LLC ("SUD"). SUD is owned 51% by the Company and 49% by SU Productions LLC.
During the fourth quarter of 2004, SUD completed production of the first three
episodes of an adult-themed "direct to DVD" program entitled "Strippers
Untamed." Upon completion of production, SUD began test marketing and
distribution efforts through the use of commercials and infomercials. SUD has
engaged a third party telemarketing company to receive and process all orders,


                                      F-6
<PAGE>

                  NT MEDIA CORP. OF CALIFORNIA AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


as well as, a third party fulfillment company to complete delivery of the
orders. SUD manufactured an inventory of the project with a current retail value
of approximately $175,000. Currently, SUD's distribution efforts have just begun
and to date no meaningful sales have been achieved.


NOTE 2. GOING CONCERN AND MANAGEMENT'S PLANS

The accompanying consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Company as a going concern. As of
and for the year ended December 31, 2004 the Company incurred a significant net
loss, had an accumulated deficit and a working capital deficit. In addition,
the Company was in default on some of its debt obligations. These conditions
raise substantial doubt as to the Company's ability to continue as a going
concern. These consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty. These consolidated
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts, or amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.

In order for the Company to meet its financial obligations, it will continue to
attempt to sell equity or incur debt, although there cannot be any assurance
that the Company will be successful in doing so. The Company has begun marketing
and selling its projects, and anticipates that it will begin to generate cash
flow from the sale of its product. The Company is currently devoting its efforts
to raising additional capital and investigating potential merger candidates. The
Company's ability to continue as a going concern is dependent upon its ability
to develop additional sources of capital, and ultimately, achieve profitable
operations. The Company believes that the steps being taken by management as
listed above will be sufficient to provide the Company with the ability to
continue in existence.


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, SU Distributions,
LLC (SU) All significant intercompany accounts and transactions have been
eliminated in consolidation.

Minority Interest

The amount of minority interest represents the net capital of the minority
member of SU, including 49% of the net loss of SU not to exceed the capital
contributed by the minority member.


                                      F-7
<PAGE>

                  NT MEDIA CORP. OF CALIFORNIA AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


Cash and Cash Equivalents

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

Use of Estimates

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

Reclassifications

Certain amounts reported in the Company's financial statements for the year
ended December 31, 2003 have been reclassified to conform to the current year
presentation.

Inventory

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

Equipment and Depreciation

Equipment is recorded at cost. Expenditures for major additions and improvements
are capitalized and minor replacements, maintenance, and repairs are charged to
expense as incurred. When equipment is retired or otherwise disposed of, the
cost and accumulated depreciation are removed from the accounts and any
reselling gain or loss is included in the results of operations for the
respective period. Depreciation is provided over the estimated useful lives of
the related assets using the straight-line method for consolidated financial
statements purposes. At December 31, 2004, equipment consists of computer
equipment with estimated useful lives of five years.

Domain Name

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

Revenue Recognition

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

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.


                                      F-8
<PAGE>

                  NT MEDIA CORP. OF CALIFORNIA AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


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.

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

Concentrations of Credit Risk

For the years ended December 31, 2004 and 2003, revenue received from two
customers accounted for 97% and 100% of the Company's total revenue,
respectively.

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

Income Taxes

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.


                                      F-9
<PAGE>

                  NT MEDIA CORP. OF CALIFORNIA AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


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 tax of $800.

Impairment of Long-Lived Assets

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

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

Stock Option Plan

The Company accounts for stock based compensation in accordance with Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS No. 123"). This standard requires the Company to adopt the
"fair value" method with respect to stock-based compensation of consultants and
other non-employees. The Company did not change its method of accounting with
respect to employee stock options; the Company continues to account for these
under the "intrinsic value" method, and to furnish the proforma disclosures
required by SFAS No. 123. As of December 31, 2004, the Company does not have any
qualified or non-qualified stock option plans.

Advertising Costs

Advertising and sales promotion costs are expensed as incurred. Advertising
expenses were $14,556 and $ 0, for the years ended December 31, 2004 and 2003,
respectively.

Earnings per Common Share

The Company computes earnings per common share in accordance with Statement of
Financial Accounting Standards No. 128, Earnings per Share ("SFAS No. 128").
This Statement simplifies the standards for computing earnings per share ("EPS")
previously found in Accounting Principles Board Opinion No. 15, Earnings Per
Share, and makes them more comparable to international EPS standards. SFAS No.
128 replaces the presentation of primary EPS with a presentation of basic EPS.
In addition, the Statement requires dual presentation of basic and diluted EPS
on the face of the income statement for all entities with complex capital
structures and requires a reconciliation of the numerator and denominator of the
basic EPS computation to the numerator and denominator of the diluted EPS
computation. Diluted earnings per share is computed similar to basic loss per
share except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were dilutive.
There were 60,000 and 10,000 common equivalent shares outstanding at December
31, 2004 and 2003, respectively. The Company has a net loss for the years ended
December 31, 2004 and 2003. Accordingly, the diluted per share amounts do not
reflect the impact of these warrants and options because the effect of each is
antidilutive.


                                      F-10
<PAGE>

                  NT MEDIA CORP. OF CALIFORNIA AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


Recent Accounting Pronouncements

In March 2004, the FASB approved the consensus reached on the Emerging Issues
Task Force (EITF) Issue No. 03-1, "The Meaning of Other-Than-Temporary
Impairment and Its Application to Certain Investments." The objective of this
Issue is to provide guidance for identifying impaired investments. EITF 03-1
also provides new disclosure requirements for investments that are deemed to be
temporarily impaired. In September 2004, the FASB issued a FASB Staff Position
(FSP) EITF 03-1-1 that delays the effective date of the measurement and
recognition guidance in EITF 03-1 until after further deliberations by the FASB.
The disclosure requirements are effective only for annual periods ending after
June 15, 2004. The Company has evaluated the impact of the adoption of the
disclosure requirements of EITF 03-1 and does not believe it will have an impact
to the Company's overall combined results of operations or combined financial
position. Once the FASB reaches a final decision on the measurement and
recognition provisions, the Company will evaluate the impact of the adoption of
EITF 03-1.

In November 2004, the FASB issued SFAS No. 151 "Inventory Costs, an amendment of
ARB No. 43, Chapter 4 (" SFAS No. 151". The amendments made by SFAS 151 clarify
that abnormal amounts of idle facility expense, freight, handling costs, and
wasted materials (spoilage) should be recognized as current-period charges and
require the allocation of fixed production overheads to inventory based on the
normal capacity of the production facilities. The guidance is effective for
inventory costs incurred during fiscal years beginning after June 15, 2005.
Earlier application is permitted for inventory costs incurred during fiscal
years beginning after November 23, 2004. The Company has evaluated the impact of
the adoption of SFAS 151, and does not believe the impact will be significant to
the Company's overall results of operations or financial position.

In December 2004, the FASB issued SFAS No.153, "Exchanges of Nonmonetary Assets,
an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions."
The amendments made by SFAS 153 are based on the principle that exchanges of
nonmonetary assets should be measured based on the fair value of the assets
exchanged. Further, the amendments eliminate the narrow exception for
nonmonetary exchanges of similar productive assets and replace it with a broader
exception for exchanges of nonmonetary assets that do not have commercial
substance. Previously, Opinion 29 required that the accounting for an exchange
of a productive asset for a similar productive asset or an equivalent interest
in the same or similar productive asset should be based on the recorded amount
of the asset relinquished. Opinion 29 provided an exception to its basic
measurement principle (fair value) for exchanges of similar productive assets.
That exception required that some nonmonetary exchanges, although commercially
substantive, to be recorded on a carryover basis. By focusing the exception on
exchanges that lack commercial substance, the FASB believes SFAS No.153 produces
financial reporting that more faithfully represents the economics of the
transactions. SFAS No.153 is effective for nonmonetary asset exchanges occurring
in fiscal periods beginning after June 15, 2005. Earlier application is
permitted for nonmonetary asset exchanges occurring in fiscal periods beginning
after the date of issuance. The provisions of SFAS No.153 shall be applied
prospectively. The Company has evaluated the impact of the adoption of SFAS 153,
and does not believe the impact will be significant to the Company's overall
results of operations or financial position.

In December 2004, the FASB issued SFAS No.123 (revised 2004), "Share-Based
Payment" ("SFAS 123(R)"). SFAS 123(R) will provide investors and other users of
financial statements with more complete and neutral financial information by
requiring that the compensation cost relating to share-based payment
transactions be recognized in financial statements. That cost will be measured
based on the fair value of the equity or liability instruments issued. SFAS
123(R) covers a wide range of share-based compensation arrangements including
share options, restricted share plans, performance-based awards, share
appreciation rights, and employee share purchase plans. SFAS 123(R) replaces
SFAS No. 123, "Accounting for Stock-Based Compensation", and supersedes APB
Opinion No. 25, "Accounting for Stock Issued to Employees". SFAS 123, as
originally issued in 1995, established as preferable a fair-value-based method
of accounting for share-based payment transactions with employees. However, that
Statement permitted entities the option of continuing to apply the guidance in
Opinion 25, as long as the footnotes to financial statements disclosed what net
income would have been had the preferable fair-value-based method been used.
Public entities (other than those filing as small business issuers) will be
required to apply SFAS 123(R) as of the first interim or annual reporting period
that begins after June 15, 2005. This pronouncement is effective for the
Company, a small business issuer, as of the first interior annual reporting
period that begins after December 15, 2005. The Company has evaluated the impact
of the adoption of SFAS 123(R), and does not believe the impact will be
significant to the Company's overall results of operations or financial
position.


                                      F-11
<PAGE>

                  NT MEDIA CORP. OF CALIFORNIA AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


NOTE 4-CAPITALIZED FILM COSTS


                                                                    December 31,
                                                                        2004
                                                                    -----------
     Non-Theatrical Films
     Released, net of accumulated amortization                      $    96,288



During the year ended December 31, 2004 the Company abandoned certain film
productions and recorded an impairment loss of $51,000.

NOTE 5. EQUIPMENT

Equipment consists of the following at December 31, 2004:


     Computer equipment                                             $    11,784

     Less accumulated depreciation                                      (10,975)
                                                                    -----------
                                                                    $       809
                                                                    ===========

Depreciation expense for the years ended December 31, 2004 and 2003 were $3,107
and $3,357, respectively.



                                      F-12
<PAGE>

                  NT MEDIA CORP. OF CALIFORNIA AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


NOTE 6. NOTES PAYABLE

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

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

On March 22, 2004, the Company obtained a note payable in the amount of $100,000
with interest at the rate of 10% per year. The note is due on March 22, 2005 or
upon the Company raising additional funds of $100,000, whichever occurs first.
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 will be amortized over the
one-year term of the loan.

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

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

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

On July 22, 2004, the Company obtained a note payable in the amount of $50,000
with interest at the rate of 10% per year. The note is due on July 22, 2005 or
upon the Company raising additional funds of $50,000, whichever occurs first. 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 will be amortized over the
one-year term of the loan.



                                      F-13
<PAGE>

                  NT MEDIA CORP. OF CALIFORNIA AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


NOTE 7. CONVERTIBLE NOTES PAYABLE

As of December 31, 2004, the Company had $287,200 of 6% subordinated convertible
notes outstanding to a shareholder who owned 9.2% of the issued and outstanding
stock of the Company as of December 31, 2004. All notes are convertible to
common shares, $0.001 par value, at a conversion price that equals the average
bid price of the common stock for the five trading days immediately preceding
the conversion date. The notes are convertible when the Company's securities are
trading publicly and the underlying stock of the debenture has been registered
with the SEC and declared effective. It is mandatory that the notes be converted
on the fifth year of their anniversary date or are due and payable in the event
that the Company's shares of common stock are not publicly traded. The notes
must be converted during 2005, 2006 and 2007 in the amounts of $200,000, $8,100
and $79,100, respectively. The proceeds were primarily used for operating
activities as well as for investing in Web site development. Interest expense
accrued for the years ended December 31, 2004 and 2003 totaled $17,232 and
$17,232, respectively. As of December 31, 2004, interest accrued on convertible
notes totaled $67,171.

NOTE 8. NOTES PAYABLE - RELATED PARTY

On September 11, 2003, the Company borrowed $20,000 from Universal Detection
Technology ("UDT"), a company whose President and Chief Executive Officer is an
affiliate of the Company's Secretary / Director. The note bears interest at 6%
per annum and was due October 15, 2003. This note was repaid during 2004.

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

On December 23, 2003, UDT advanced the Company $20,000 which bears interest at
6% per annum and was due on February 29, 2004. The Company paid Astor $2,000 in
loan fees related to this note. Effective interest for this note, which includes
loan fees, was 40%. This note was repaid in 2004.

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

On January 28 and February 4, 2004, the Company borrowed $2,000 and $4,000,
respectively from Astor. The notes bear interest at 0% and are due on demand.
The notes may be extended by mutual consent.

NOTE 9. CONVERTIBLE NOTES - RELATED PARTY

As of December 31, 2004, the Company had $630,600 of 6% subordinated convertible
notes outstanding. The notes are due to a related party who owned an aggregate
of 29% of the issued and outstanding stock of the Company as of December 31,
2004. All notes are convertible to common shares, $0.001 par value, at a
conversion price that equals the average bid price of the common stock for the
five trading days immediately preceding the conversion date. The notes are
convertible when the Company's securities are trading publicly and the
underlying stock of the debenture has been registered with the SEC and declared
effective. It is mandatory that the notes be converted on the fifth year of
their anniversary date or are due and payable in the event that the Company's
shares of common stock are not publicly traded. The notes must be converted
during 2005, 2006 and 2007 in the amounts of $210,000, $391,000 and $29,600,
respectively. The proceeds were primarily used for operating activities as well
as for investing in Web site development. Interest expense accrued for the years
ended December 31, 2004 and 2003 totaled $37,836 and $37,836, respectively. As
of December 31, 2004, interest accrued on convertible notes totaled $146,423.



                                      F-14
<PAGE>

                  NT MEDIA CORP. OF CALIFORNIA AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


NOTE 10. INCOME TAXES

The income tax provision (benefit) for the years ended December 31, 2004 and
2003 differs from the computed expected provision (benefit) at the federal
statutory rate for the following reasons:

                                                     December 31,   December 31,
                                                         2004           2003
                                                    -------------   -----------
     Computed expected income tax provision
       (benefit)                                    $    (305,000)  $  (105,000)

     Net operating loss carryforward increased            306,000       106,000

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


The components of the deferred tax assets and (liabilities) as of December 31,
2004 were as follows:

     Deferred tax assets:
        Net operating loss carryforward                             $ 1,231,000
        Less valuation allowance                                     (1,231,000)
                                                                    -----------
     Net deferred tax liability                                     $        --
                                                                    ===========

The components of the deferred tax (expense) benefit were as follows for the
years ended December 31, 2004 and 2003:

                                                     December 31,   December 31,
                                                         2004          2003
                                                    -------------   -----------
     Increase in net operating loss carryforward    $     306,000   $   106,000
     Change in valuation allowance                       (306,000)     (106,000)
                                                    ---------------------------
     Income tax provision (benefit)                 $          --   $        --
                                                    ===========================

As of December 31, 2004, the Company has net operating loss carryforwards
available to offset future taxable income of approximately $3,205,000 expiring
beginning in 2020.

NOTE 11. COMMITMENTS AND CONTINGENCIES

On June 15, 2003, the Company entered into a month-to-month sublease agreement
for its office facilities with a monthly rent of $750. On March 1, 2004 the
monthly rent due under the sublease agreement was changed to a monthly rent of
$500. The agreement can be terminated at any time by either party.


                                      F-15
<PAGE>

                  NT MEDIA CORP. OF CALIFORNIA AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


Rent expense was $6,555 and $9,080 for the years ended December 31, 2004 and
2003, respectively.

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

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

NOTE 12. STOCKHOLDERS' DEFICIT

During the year ended December 31, 2003, the Company sold 6,647,750 shares of
common stock for $383,407. The Company paid offering costs of $10,135 to Astor
and $38,341 to an unrelated party.

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 is for one year. The
consultant has 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 have been recorded as prepaid consulting fees and will be
amortized over the one-year term of the consulting agreement and are forfeitable
to the extent the agreement is terminated early.

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

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

Stock Options

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


                                      F-16
<PAGE>

                  NT MEDIA CORP. OF CALIFORNIA AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


Presented below is a summary of stock option activities for the two years ended
December 31, 2004:

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

   Balance, December 31, 2002                              75,000   $      0.89

     Exercised                                                 --            --

     Cancelled                                            (65,000)  $      1.00

     Granted                                                   --            --
                                                    -------------
   Balance, December 31, 2003                              10,000   $      0.15

     Exercised                                                 --            --

     Cancelled or expired                                 (10,000)  $      0.15

     Granted                                                   --            --
                                                    -------------

   Balance, December 31, 2004                                  --   $        --
                                                    =============
   Exercisable, December 31, 2004                              --   $        --
                                                    =============


NOTE 11. RELATED PARTY TRANSACTIONS

Notes Receivable and Advances to Officers

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

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

Astor Capital, Inc.

On October 1, 2002, the Company engaged Astor as its investment banker and
advisory services consultant. Astor is a California corporation of which Ali
Moussavi, the Company's Secretary, is the Manager/Partner and 50% owner.

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

For the years ended December 31, 2004 and 2003, the Company paid $139,423 and
$109,222 to Astor for consulting fees, loan fees, and placement fees.

Also see Notes 6 and 7 for additional related party transactions.


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<PAGE>

                  NT MEDIA CORP. OF CALIFORNIA AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


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, 2004 the balance due for the
settlement had not been paid and is reflected as a current liability in the
accompanying consolidated balance sheet.


NOTE 13. FORGIVENESS OF DEBTS

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


NOTE 14. MINORITY INTEREST

Minority interest represents the minority members' 49% share of the equity of
SU Distributions, LLC. As of December 31, 2004, the minority stockholder has
contributed $33,000 in equity to SU Distributions. The accompanying consolidated
financial statements reflect a minority interest liability as of December 31,
2004 of $19,994. The loss allocated to the minority interest in the accompanying
statement of operations was $13,006.



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