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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

     For the Fiscal Year Ended                  Commission File Number
         December 31, 2002                              0-31012



                    NT MEDIA CORPORATION OF CALIFORNIA, INC.

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

                          Principal Executive Offices:
                           8428 Melrose Place, Suite B
                              Los Angeles, CA 90069
                            Telephone: (310) 273-2661

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

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

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

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

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

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

The issuer's revenues for its most recent fiscal year were $131,800.

As of  March  17,  2002,  the  aggregate  value  of the  voting  stock  held  by
non-affiliates  of the  Registrant,  computed by reference to the average of the
bid and ask price on such date was approximately $476,800 based upon the average
price of $0.08/share.

As of March 17, 2002, the Registrant had outstanding 30,000,000 shares of common
stock ($.001 par value).

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

                       Documents Incorporated by Reference

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

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


                                       i
<PAGE>
                                TABLE OF CONTENTS
                                                                      Page of
                                                                      Report
PART I..................................................................1

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

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

        ITEM 3.LEGAL PROCEEDINGS........................................9

        ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......9

PART II................................................................10

        ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND
                RELATED STOCKHOLDER MATTERS............................10

        ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS AND
                PLAN OF OPERATION......................................14

        ITEM 7. FINANCIAL STATEMENTS...................................19

        ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                ON ACCOUNTING AND FINANCIAL DISCLOSURE.................20

PART III...............................................................21

        ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
                CONTROL PERSONS; COMPLIANCE WITH SECTION

                16(a) OF THE EXCHANGE ACT..............................21

        ITEM 10. EXECUTIVE COMPENSATION................................22

        ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                 MANAGEMENT............................................25

        ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS........26

        ITEM 14. CONTROLS AND PROCEDURES...............................27














                                       ii
<PAGE>
                                     PART I

ITEM 1.    DESCRIPTION OF BUSINESS

General

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

Reorganization

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

Change in Control of the Company

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

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

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

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

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


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

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

Post-Stock Exchange Operations/Company's Current Business

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

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

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

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





                                        2
<PAGE>
In its  existing  operations,  the Company  generates or will  generate  revenue
through producer fees, license/acquisition fees (theatrical, network television,
cable   television,   home  video,   syndication,   and  foreign   territories),

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

In April,  the  Company  licensed  the short film  SHALOM in which it owns a 50%
interest.  This license was granted to Gary Rosenthal Productions in conjunction
with a television program being produced by Gary Rosenthal Productions.

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

In January, the Company entered into a Consulting Agreement with David Chissick.
The  agreement  provides for Mr.  Chissick to establish  an  infrastructure  for
collaborating   on   certain   business   development   opportunities   in   the
entertainment,  media and game show  development  sectors.  The  Company and Mr.
Chissick will then split any revenues from such  business  transactions.  During
the year Mr. Chissick and the Company  collaborated  on five projects  involving
marketing   strategy   and   business   development   initiatives   for  Israeli
entertainment, media and technology companies.

In  October,  NT Media  agreed  to  provide  consulting  services  to  Turbodyne
Technologies,  Inc. which is located in Carpentaria,  California. These services
include  media  consultancy,  lead  generation,  overall  marketing and business
development.

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

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






                                        3
<PAGE>
Integration/Growth Strategy

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

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

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

NT Media has identified  and entered  preliminary  discussions  with a number of
acquisition  candidates and during FY 2002, submitted proposals to acquire three
small companies involved in the media production  business.  However none of the
proposals were consummated.

Through its acquisition-driven growth strategy, NT Media intends to increase the
Company's  range of operations and create a foundation for further  internal and
acquisition-driven growth in an effort to position the Company for profitability
and enhanced shareholder value in FY 2003.

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

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

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

NT Media has also entered into an agency agreement with Market Advantages,  Inc.
to act as a  non-exclusive,  "success fee" agent for identifying and introducing
to the Company potential lenders and/or investors interested in financing all or
segments of the Company's business acquisitions program.

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




                                        4
<PAGE>
Research and Development

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

Government Regulation

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

Proprietary Rights

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


Sales and Marketing

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

Competition

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

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

The Company  expects  the design,  production,  advertising,  interactive  game,
entertainment,  and consulting  markets to remain intensely  competitive for the
foreseeable  future.  Since  barriers to entry are  relatively  low,  new and/or
existing  competitors  may expand their  offerings at a relatively low cost. The
market has experienced a significant  proliferation  of companies  providing the
services  and/or  products  provided  by the types of  entities  the  Company is


                                        5
<PAGE>
targeting for  acquisition,  thus  increasing the available  number of competing
providers  dramatically.  The Company has witnessed a corresponding  increase in
pricing  pressure as the available  service  providers and product  producers in
these areas has grown.

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

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

Advisors/Employees

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

The Company is actively  recruiting a network of key advisors and establishing a
pipeline for entertainment projects and consulting engagements. During 2002, the
Company entered into several  alliances and agreements  with various  consulting
and  business  partners.  The  Company  utilizes  its  advisors,   partners  and
professional  network of  relationships  to  identify  and  finance  acquisition
opportunities.


Risks Associated with NT Media's Business

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

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

                                        6
<PAGE>
results and the  potential  inability  to  integrate  financial  and  management
reporting systems.  A significant  portion of NT Media's resources could be used
for these  acquisitions.  Moreover,  NT Media  may not be able to  successfully,
integrate  an  acquired  business  into NT  Media's  business  or to  operate an
acquired business profitably. If the Company is not able to integrate and expand
the operations of acquired  companies,  without excessive costs, delays or other
adverse developments, revenues of the acquired companies could decrease.

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

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

At December 31, 2002,  the Company had loans of  approximately  $1,024,000  owed
primarily to officers,  directors and  stockholders of the Company and/or Ecast.
These short term loans bear interest at 6% per annum. The principal and interest
represented by these loans are payable upon demand by the  creditors.  While the
Company  does not  anticipate  that any of the holders of these short term loans
will make a demand for  repayment  in the  foreseeable  future,  if a demand for
repayment  were to be made,  the Company  would  likely not be able to repay any
substantial  amount from its current  cash flow.  If the Company  were unable to
obtain  sufficient  cash to  satisfy  any  repayment  demand  or was  unable  to
negotiate  alternative  terms with such loan  holder,  the  Company  would be in
default on such loan. Any such default would give rise to legal remedies against
NT Media or its  subsidiary.  Alternatively,  if these creditors were to convert
all or substantially  all of these notes into the Company's common stock, such a
conversion would have a significant dilutive affect.

NT Media's  prospects for financial success are difficult to forecast because it
has a limited operating history. The Company's business commenced in April 2000,
and its subsidiary Ecast's business commenced in June 1999.  Consequently,  both
the Company and its operating  subsidiary have only a limited  operating history
upon which an evaluation of their  prospects can be based.  Neither NT Media nor
its  subsidiary  has ever made a profit in any  fiscal  quarter.  The  Company's
prospects  for  financial  success  must be  considered  in light of the  risks,
expenses and difficulties  frequently  encountered by companies in new, unproven

and rapidly evolving markets. To address these risks, NT Media must, among other
things,  expand  its  customer  base,  increase  its cash flow from  operations,
respond effectively to competitive developments, and continue to attract, retain
and motivate qualified employees. The Company's inability to further develop and



                                        7
<PAGE>
expand its operations would materially  adversely affect the Company's  business
financial condition and results of operations.

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

The audit report of NT Media's  independent  auditors includes a "going concern"
qualification. In the auditor's opinion, the Company's limited operating history
and the accumulated net deficit as of December 31, 2002, raise substantial doubt
about its ability to continue as a going concern.

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

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



ITEM 2.    DESCRIPTION OF PROPERTY

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

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

Subsequent  to the  fiscal  year end,  both NT Media and Ecast  relocated  their
principal  executive  offices to 8428 Melrose  Place,  Suite B, Los Angeles,  CA
90069.  NT Media subleases the office space for a monthly rent of $750 per month
pursuant to a  month-to-month  lease.  The Company  believes  these  offices are
adequate to meet its current needs.









                                        8
<PAGE>
ITEM 3.    LEGAL PROCEEDINGS

With regard to the premises  leases  terminated by Ecast on August 31, 2001, the
lessor is contesting  Ecast's exercise of the lease  termination  provisions and
filed a Complaint against Ecast in Los Angeles Superior Court (Case No. BC268569
for lease  dated  August 29, 1999 and Case No.  BC268375  for lease dated May 9,
2000) on February 21, 2002 and February 19, 2002  respectively.  The  Complaints
sought the unpaid tenant  improvement  costs, and additional  remedies the court
deemed  appropriate.  Both cases were  dismissed on July 10, 2002  pursuant to a
Stipulated Judgment between the parties in which Ecast agreed to pay $100,000 in
settlement costs plus accrued interest of $6,521.

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

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


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

None.





























                                        9
<PAGE>
                                     PART II

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

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

         Year Ended December 31, 2002                 Low          High

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

         Year Ended December 31, 2001                 Low          High

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

As of March 17,  2002,  there  were  approximately  16  holders of record of the
Company's Common Stock. This amount does not include shares held in street name.

Dividend Policy

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
















                                       10
<PAGE>
Equity Compensation Plan Information

-------------------- -------------------- ----------------- --------------------
Plan category        Number of securities Weighted-average  Number of securities
                     to be issued upon    exercise price of remaining available
                     exercise  of         outstanding       for future issuance
                     outstanding options, options, warrants under equity
                     warrants and rights  and rights        compensation plans
                                                            (excluding
                                                            securities
                                                            reflected in column
                                                            (a))

                     (a)                  (b)               (c)
-------------------- -------------------- ----------------- --------------------
Equity compensation
plans approved by
security holders             -0-                 -0-                  -0-
-------------------- -------------------- ----------------- --------------------
Equity compensation
plans not approved
by security holders        75,000               $0.89                 -0-
-------------------- -------------------- ----------------- --------------------
Total                      75,000                ---                  -0-
-------------------- -------------------- ----------------- --------------------

Recent Sales of Unregistered Securities

During  the  Company's  fiscal  year  ended  December  31,  2002,  it issued the
following equity securities  pursuant to exemption from  registration  under the
Securities Act of 1933 (the "1933 Act").

On August 1, 2002,  the Company  issued  options to purchase 5,000 shares of the
Company's  common stock each to two  individuals  in settlement of a contractual
dispute between the two individuals and the Company. The options are exercisable
at $0.15 per share for a term of two years.  The sale was made  without  general
solicitation  or  advertising.  The issuance of the options was made in reliance
upon the exemption from  registration  set forth in Section 4(2) of the 1933 Act
as a transaction not involving a public offering.  No underwriters  were engaged
in connection  with the foregoing  sale of securities.  The two purchasers  were
sophisticated  investors  with access to all relevant  information  necessary to
evaluate the  investment  who  represented  to the Company that the options were
being  acquired  for  investment.  The  options  are  deemed  to be  "restricted
securities"  as  defined  in Rule 144 under the 1933 Act and the  certificate(s)
evidencing  the shares  underlying  the option  will bear a legend  stating  the
restrictions on resale.


In 2002, NT Media raised a total of $108,700 through the issuance of convertible
debt to two  existing  investors  on the  following  dates and in the  following
amounts:






                                       11

<PAGE>
                    Date                                        Amount

                    January 16, 2002                            $  5,700
                    February 11, 2002                           $ 18,500
                    March 5, 2002                               $ 13,500
                    March 28, 2002                              $  5,400
                    April 12, 2002                              $  8,500
                    April 29, 2002                              $  3,400
                    May 30, 2002                                $ 13,400
                    June 21, 2002                               $ 19,000
                    August 1, 2002                              $ 19,000
                    August 21, 2002                             $  2,300

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

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

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


                                       12
<PAGE>
for investment.  The shares are deemed to be "restricted  securities" as defined
in Rule 144 under the 1933 Act and the certificate(s) evidencing the shares bear
a legend stating the restrictions on resale.

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

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

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

In 2001,  NT Media  issued a total of $189,000 in  convertible  debt to existing
investors on the following dates and in the following amounts:

                    Date                                          Amount

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

                                       13
<PAGE>
The  convertible  debt bears interest at 6% per annum. NT Media has the right to
voluntarily  prepay the notes in whole or in part.  The holder may  convert  the
notes into shares of Company  common  stock at the holder's  discretion  anytime
after both of the  following  have  occurred:  (i) the  common  stock is trading
publicly,  and (ii) the  underlying  stock of the debenture has been  registered
with the SEC and declared  effective.  Notes not converted  voluntarily shall be
subject to Mandatory Conversion provisions and shall be converted into shares of
the Company's  common stock on the fifth (5th)  anniversary of the issue date of
the respective  notes. The number of shares of common stock into which each note
can be converted is equal the principal amount of the note being converted, plus
interest accrued to the date of conversion,  divided by the average bid price of
the  common  stock  for the five (5)  trading  days  immediately  preceding  the
conversion date. The above notes were issued in reliance upon the exemption from
registration  set  forth in  Section  4(2) of the 1933 Act as  transactions  not
involving a public offering. No underwriters were engaged in connection with the
foregoing sale of securities.  The sales were made without general  solicitation
or advertising.  The purchasers  were  "accredited  investors" or  sophisticated
investors  with access to all  relevant  information  necessary  to evaluate the
investment who represented to the Company that the notes were being acquired for
investment.  The notes and the shares into which they are convertible are deemed
to be "restricted  securities" as defined in Rule 144 under the 1933 Act and the
certificate(s)  evidencing the shares upon conversion will bear a legend stating
the restrictions on resale.

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

For more detailed  financial  information,  please refer to the audited December
31, 2002 Financial Statements included in this Form 10-KSB.

Caution About Forward-Looking Statements

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

Plan of Operation for the Next Twelve Months

NT Media's business includes the development and production of feature films and
television programs, and the provision of international business development and
strategy  consulting  services.  With  its  existing  operations,   the  Company
generates or will generate  revenue through  producer fees,  license/acquisition
fees (theatrical, network television, cable television, home video, syndication,
and  foreign  territories),  participation  fees  (percentage  of box office and
ancillary  gross or adjusted  gross  revenue  with  respect to feature  film and


                                       14
<PAGE>
television  production),  and consulting  fees and  commissions  with respect to
business  development  and  strategy   consulting.   The  Company  has  recently
discontinued  various  lines of  business  of its  subsidiary  Ecast and expects
revenues and losses from Ecast's business to decline accordingly.

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

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

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

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

Results of Operation

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

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

Subsequent to April 17, 2001, the Company's  primary business  activities became
those  operations  previously  carried  on by Ecast  including  the  production,
aggregation and distribution of on- and off-line content,  management of on- and

                                       15
<PAGE>
off-line talent and literary  clients and the provision of strategic  counseling
services to growth oriented companies in the entertainment and media sectors.

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

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

Operating Results for the Years Ended December 31, 2002 and 2001

The Company realized revenue of $131,800 for fiscal year 2002 which represents a
substantial  increase  compared  to  revenues  of $34,789 in fiscal  2001.  This
increase was due primarily to the full year of  operations  during 2002 compared
to a partial year of operations in 2001.  Such revenues were  generated  through
license/acquisition   fees  and  consulting   fees  (with  respect  to  business
development  and  strategy  consulting).  The  revenues  from  Ecast's  lines of
business are expected to decline as the Company  sells or  discontinues  certain
lines of business previously conducted by Ecast.

Operating  expenses  decreased 57% from $962,782 in fiscal year 2001 to $395,722
in fiscal year 2002.  The  substantial  decrease was due primarily to: (i) a 63%
decline in professional fees due caused by the increased fees incurred in fiscal
year 2001  relating to the  exchange  transaction;  (ii) a  substantial  drop in
depreciation  and  amortization,  web hosting  services costs and salaries;  and
(iii) the elimination in 2002 of advertising expenses,  licensing and production
expenses  and an  impairment  loss  recorded  in 2001 of  $180,428  related to a
write-down in the estimated value of Ecast's "Neurotrash" website. These reduced
or eliminated expenses aggregated $219,792 in fiscal year 2001.

The Company's loss from operations  declined by 70% from $891,292 in fiscal year
2001  compared  to an  operating  loss of  $263,922  in fiscal  year 2002.  This
decrease in  operating  loss  reflects  both the  increase  in revenues  and the
substantial decrease in operating expenses incurred during fiscal year 2002.

The  Company's  total net loss for the year 2002  declined 64% from  $972,048 in
fiscal 2001 to a total net loss of $354,279 in fiscal year 2002. The smaller net
loss in 2002 reflected not only the decrease in operating  expenses but also the
recognition  of other income of $38,767  realized from the  forgiveness  of debt
during fiscal year 2002.


                                       16
<PAGE>
The Company does not expect to significantly increase its business operations or
revenue  generation  until it acquires one or more companies  adding  additional
lines of business to the Company's  operations.  Such  acquisitions may take the
form of the  purchase of assets,  a corporate  merger or some other  transaction
designed to have the Company own and continue operating the acquired businesses.

Capital Financing

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

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

Since  inception,  NT Media  issued  $297,800 of  convertible  notes to existing
investors.  Additionally,  NT Media's subsidiary,  Ecast, has issued $620,000 of
convertible notes to existing investors since inception.  No loans are currently
passed due or in  default.  The  lenders on the short  term loans  could  demand
immediate  payment,  which could put the Company in default on such loans if the
Company were unable to obtain sufficient cash to satisfy the loans or was unable
to  negotiate  alternative  terms  with said note  holders,  for  instance,  the
conversion of short term debt to equity.  In the event the Company  defaulted on
these short term loans, the creditors could commence legal  proceedings  against
NT Media or its subsidiary,  which could result in  court-ordered  judgments and
liens against NT Media or its subsidiary.

Liquidity and Sources of Capital


The Company has incurred significant  operating losses for the last three fiscal
years and, as of December 31, 2002;  the Company had an  accumulated  deficit of
$2,202,373.  At December 31, 2002 the Company had cash and cash  equivalents  of
$5,084 and a net working capital deficit of $470,721.

During the last three years,  both the Company and its wholly-owned  subsidiary,
Ecast,  have been  dependent  on borrowed or invested  funds in order to finance
their  ongoing  operations.  As of  December  31,  2002,  Ecast had  $620,000 in
outstanding debt represented by 6% convertible notes while NT Media had $297,800
in outstanding debts represented by 6% convertible notes.  During 2002, NT Media
had raised an additional  $108,700 from the sale of 6% convertible  notes.  Such
notes had been issued to two of the Company's  major  stockholders.  The Company
anticipates  that these major  stockholders  will  continue  to provide  working
capital to the Company on an as-needed basis.

Officers  and former  officers of the Company  also  provided  the Company  with
$16,400 in 2002 represented by 6% non-collateral demand notes. Such notes can be
demanded by the  creditor at any time.  During  2002,  such  officers and former
officers  forgave $26,471 of principal and interest leaving a balance of $69,055
of principal and interest owed to these individuals at year end.

Due to the  Company's  continuing  losses  from  its  business  operations,  the
independent  auditor's report includes a "going concern" explanation relating to
the fact that the Company's  continuation is dependent upon obtaining additional


                                       17
<PAGE>
working  capital either  through  significantly  increasing  revenues or through
outside financing.

During 1999 and 2000, Ecast leased its operating  office  facilities for various
terms under  long-term  operating  lease  agreements.  In August of 2001,  Ecast
terminated these lease agreements and vacated the premises. The landlord filed a
lawsuit seeking to recover  approximately  $125,000 in future rental losses plus
out-of-pocket  costs.  This lawsuit was settled for the amount of $100,000  plus
interest to be paid by Ecast to the landlord.

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

As of December 31, 2002, NT Media's principal  commitments include an obligation
under a  month-to-month  lease of $650 per  month  for the  Company's  corporate
offices  (which  lease was  terminated  and  replaced by a new lease of $750 per
month subsequent to the year end).

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

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

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

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

                                       18
<PAGE>



ITEM 7.    FINANCIAL STATEMENTS
                                                                       Page
                                                                       ----
    Index to Financial Statements                                       F-1

    Independent Auditors' Report                                        F-2

    Consolidated Balance Sheets as of December 31, 2002 and 2001        F-3

    Consolidated Statements of Operations                               F-4
       For the Years Ended December 31, 2002 and 2001, and
       For the Period From June 4, 1999 (Inception) to
       December 31, 2002

    Consolidated Statement of Stockholders' Equity  (Deficit)        F-5 - F-6
       For the Period From June 4, 1999 (Inception) to
       December 31, 2002

    Consolidated Statements of Cash Flows                            F-7 - F-8
       For the Years Ended December 31, 2002 and 2001, and
       For the Period From June 4, 1999 (Inception) to
       December 31, 2002

    Notes to Consolidated Financial Statements                       F-9 - F-25






























                                       19
<PAGE>






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

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


































                                       20
<PAGE>


                                    PART III

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

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

 Name              Age   Office                                   Director Since
 ----              ---   ------                                   --------------
Chris Mehringer    31    Chairman of the Board, Chief Executive   April 17, 2001
                         Officer, Chief Financial Officer, and
                         President(1)
Ali Moussavi       32    Director and Secretary (2))              April 17, 2001
Dana O'Connor      30    Director, Secretary, and President(1) (2)April 17, 2001
--------------------------

(1) Mr.  O'Connor  served as President  from April 17, 2001 until  September 28,
2001 at which time Mr. Mehringer  assumed the position.  Mr. Mehringer served as
Secretary  from  April 17,  2001  until  September  28,  2001 at which  time Mr.
O'Connor assumed the position.

(2) Mr. O'Connor resigned as Secretary  and a Director  effective  May 10, 2002.
The duties of Corporate  Secretary  were assumed by Mr. Moussavi.

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

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



                                       21
<PAGE>
Dana O'Connor.  Mr.  O'Connor served as a Director of the Company from April 17,
2001,  to May 10,  2002 and served as its  President  from April 17,  2001 until
September 28, 2001.  Mr.O'Connor also served in the position of Secretary of the
Company from  September 28, 2001 until May 10, 2002.  Prior to joining NT Media,
Mr.  O'Connor  was  a  Production   Executive  at  Bandeira   Entertainment,   a
DreamWorks-based  film and  television  production  company  for two years.  Mr.
O'Connor holds a BA from Boston  University.  Mr.  O'Connor is not a director of
any other reporting company.

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

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

Board Meetings and Committees

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

Family Relationships

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

Section 16(a) Beneficial Ownership Reporting Compliance

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

         (i) One  report  (Form 5)  indicating  the  acquisition  of  derivative
securities  during  the year 2002 was  inadvertently  filed  late by  Britannica
Associates Limited and Delta Capital Partners, Ltd.


ITEM 10.   EXECUTIVE COMPENSATION

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




                                       22
<PAGE>
<TABLE>
<S>            <C>        <C>        <C>    <C>         <C>         <C>        <C>     <C>
                           SUMMARY COMPENSATION TABLE
                               Annual Compensation                Long Term Compensation
                          ----------------------------- -------------------------------------------
                                                                Awards         Payout
                                                        ---------------------- -------
                  Year     Salary    Bonus    Other     Restricted  Securities  LTIP    All Other
                                              Annual      Stock     Underlying Payout  Compensation
                                      ($)  Compensation  Award(s)    Options    ($)        ($)
                                               ($)         ($)         (#)
               ---------- ---------- ----- ------------ ----------- ---------- ------- -------------
Christopher      1/1/01
Cota               to        -0-      -0-       -0-        -0-          -0-     -0-        -0-
(CEO)            4/17/01
                  2000       -0-      -0-       -0-        -0-          -0-     -0-        -0-

Chris Mehringer   2002    $99,000(1)  -0-     $7,622(3) -  -0-          -0-     -0-        -0-
(CEO)
                  2001    $67,500(1)  -0-     $8,408(3)    -0-          -0-     -0-        -0-

                  2000    $47,500(2)  -0-     $7,006(3)    -0-          -0-     -0-        -0-
</TABLE>
-----------------------------

(1) Of this  amount,  $131,500  was accrued but  deferred  during 2001 and 2002.
    Amount includes payments received from both Ecast and NT Media.
(2) Amount includes payments received from Ecast.
(3) Includes lease payments for one automobile.

Employment/Consulting Agreements

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

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

Director Compensation

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





                                       23
<PAGE>

Stock Option Plan

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

Options Granted in the Year Ended December 31, 2002

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

Limitation of Liability and Indemnification Matters

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

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




                                       24
<PAGE>
ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

  ----------------------------- ---------------- ------------------ ------------
  Name and Address of                             Number of Shares
  Beneficial Owner                 Position      Beneficially Owned    Percent
  ----------------------------- ---------------- ------------------ ------------
  Chris Mehringer               Chairman and CEO      3,170,746        10.6%
  9229 Sunset Blvd., Suite 401
  Los Angeles, CA  90069
  ----------------------------- ----------------- ----------------- ------------
  Ali Moussavi                      Director             (1)            (1)
  9300 Wilshire Blvd., #308
  Beverly Hills, CA  90212
  ----------------------------- ----------------- ----------------- ------------
  Astor Capital, Inc.                 None            2,289,983         7.6%
  9300 Wilshire Blvd., #308
  Beverly Hills, CA  90212
  ----------------------------- ----------------- ----------------- ------------
  Britannica Associates Limited       None          11,125,477(2)       37.1%
  Omar Hodge Blvd., Third Floor
  Road Town, Tortola
  British Virgin Islands
  ----------------------------- ----------------- ----------------- ------------
  Delta Capital Partners, Ltd.        None          3,523,052(3)        11.7%
  60 Market Square, #364
  Belize City, Belize

  ----------------------------- ----------------- ----------------- ------------
  Dana O'Connor                      None(4)         3,170,746          10.6%
  570 N. Rossmore, #206
  Los Angeles, CA  90024
  ----------------------------- ----------------- ----------------- ------------
  All officers and directors                         5,460,729          18.2%
  as a group (2 individuals)
  ----------------------------- ----------------- ----------------- ------------

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

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

                                       25
<PAGE>

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

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

Change in Control

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


ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company is dependent to a significant extent on advances made to the Company
for  working  capital  purposes  from its two largest  stockholders:  Britannica
Associates  Limited and Delta  Capital  Partners,  Ltd. As of December 31, 2002,
such advances totaled $630,600 and $287,200  respectively  including advances to
NT Media's  subsidiary Ecast and such advances bear interest at 6% per annum and
are  convertible  into the  Company's  common  stock at any time until the fifth
anniversary of each advance at which time any unpaid principal and interest must
be  converted  into  common  stock.  Management  believes  the  terms  of  these
convertible  notes are more  favorable  to the Company  than those that could be
obtained from unrelated third parties.

Officers and individual affiliates of the Company have also provided the Company
with $65,600  represented by 6%  non-collateral  demand notes. Such notes can be
demanded by the creditor at any time. In addition,  the  Company's  President is
owed $24,010 in expense reimbursements.

Astor Capital,  Inc., a 7% beneficial owner of the Company,  and Astor Capital's
Managing Partner and 50% owner of Astor Capital, Ali Moussavi, a Director of the
Company,  serve as the  Company's  investment  banking  firm and is  entitled to
normal  and  customary   compensation  in  connection  with  arranging   certain
transactions,  including  but not  limited to certain  financings,  mergers  and
acquisitions,  and strategic  partnerships.  The Company paid $68,600 of fees to
Astor Capital during fiscal year 2002.









                                       26
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

         Exhibit 2(1)      Stock Exchange Agreement dated April 17, 2001.
         Exhibit 3.1  (2)  Certificate of Incorporation dated March 14, 2000.
         Exhibit 3.2  (2)  Bylaws dated March 14, 2000.
         Exhibit 3.3  (1)  Amendment to Certificate of Incorporation dated
                           April 24, 2001.
         Exhibit 10.1 (4)  Executive Employment Agreement with Chris Mehringer.
         Exhibit 10.2 (4)  Office Lease.
         Exhibit           16(3)  Letter  on  change  in  certifying  accountant
                           (filed as an exhibit to the Company's  report on Form
                           8-K dated April 17, 2001).
         Exhibit 99.1      Certification by CEO pursuant to Sections 302 of the
                           Sarbanes-Oxley Act of 2002.
         Exhibit 99.2      Certification by CFO pursuant to Sections 302 of the
                           Sarbanes-Oxley Act of 2002.
         Exhibit 99.3      Certification 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 Amended Form
       8-K/A on May 31, 2001.
(4)    Incorporated by reference to exhibits  previously  filed  on  Form 10-KSB
       filed on April 9, 2002.

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

               None.


ITEM 14. CONTROLS AND PROCEDURES

Within 90 days prior to the date of this Form 10KSB,  the Company carried out an
evaluation,  under the supervision and with the  participation  of the Company's
management,  including the Company's  President and Chief Financial Officer,  of
the  effectiveness  of the  design and  operation  of the  Company's  disclosure
controls and  procedures  pursuant to Exchange Act Rule 13a-14.  Based upon that
evaluation,  the Company's  President and Chief Financial Officer concluded that
the  Company's  disclosure  controls  and  procedures  are  effective  in timely
alerting  him to material  information  relating  to the Company  required to be
included in this Form 10-KSB.

There have been no significant  changes in the Company's internal controls or in
other factors, which could significantly affect the internal controls subsequent
to the date the Company carried out its evaluation.





                                       27
<PAGE>




                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY

                          (DEVELOPMENT STAGE COMPANIES)

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001







                          INDEX TO FINANCIAL STATEMENTS

                                                                      Page

Independent Auditors' Report                                          F - 2

Consolidated Balance Sheets as of December 31, 2002                   F - 3

Consolidated Statements of Operations
  For the Years Ended December 31, 2002 and 2001, and
  For the Period From June 4, 1999, (Inception) to December 31, 2002  F - 4

Consolidated Statements of Stockholders' Equity (Deficit)
  For the Period From June 4, 1999, (Inception) to
  December 31, 2002                                               F - 5 - F - 6

Consolidated Statements of Cash Flows
  For the Years Ended December 31, 2002 and 2001, and
  For the Period From June 4, 1999, (Inception) to
  December 31, 2002                                               F - 7 - F - 8

Notes to Consolidated Financial Statements                        F - 9 - F - 25


















                                       F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT



April 10, 2003


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

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

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

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

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



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

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




                                       F-2
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
                           CONSOLIDATED BALANCE SHEETS
                                DECEMBER 31, 2002

                                     ASSETS

CURRENT ASSETS
       Cash                                                        $      5,084
       Interest receivable                                                7,482
                                                                   ------------
                  Total Current Assets                                   12,566
                                                                   ------------
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $9,510         7,274

OTHER ASSETS
       Deposits                                                             200
                                                                   ------------
                  Total Assets                                         $ 20,040
                                                                   ============
                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
   Accounts payable and accrued expenses                           $     97,035
   Accrued litigation settlement                                        106,521
   Accrued salaries to officer and staff                                164,250
   Payroll taxes payable                                                 16,426
   Unearned revenue                                                      30,000
   Notes payable - related parties, including interest of $3,455         69,055
                                                                   ------------
              Total Current Liabilities                                 483,287
                                                                   ------------
CONVERTIBLE NOTES PAYABLE, including interest of $106,826             1,024,626
                                                                   ------------
              Total Liabilities                                       1,507,913
                                                                   ------------
STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, par value $.001 per share, 5,000,000
    shares authorized, no shares issued and outstanding                       -
  Common stock, par value $.001 per share; 100,000,000
    shares authorized, 30,000,000 shares issued and outstanding          30,000
  Additional paid-in capital                                            753,982
  Less receivable from sale of stock                                    (69,482)
  (Deficit) accumulated during development stage                     (2,202,373)
                                                                   ------------
              Total Stockholders' Equity (Deficit)                   (1,487,873)
                                                                   ------------
              Total Liabilities and Stockholders' Equity (Deficit) $     20,040
                                                                   ============





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


                                       F-3
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<S>                                                      <C>         <C>          <C>
                                                                                For the Period
                                                               For the               From
                                                             Years Ended         June 4, 1999
                                                             December 31,       (Inception) to
                                                         ----------  ----------   December 31,
                                                            2002        2001         2002
                                                         ----------  ---------- ---------------
REVENUE                                                  $ 131,800   $  34,789    $   168,589
                                                         ---------   ---------    -----------
OPERATING EXPENSES
       Advertising                                               -       4,960         81,176
       Depreciation and amortization                         3,356     101,327        124,245
       Impairment loss                                           -     180,328        180,328
       Licensing and production                                  -      34,504        115,714
       Professional fees                                    52,382     140,957        257,272
       Rent                                                 19,583      54,100        128,646
       Salaries - Web site development and
         maintenance                                             -     182,990        372,319
       Salaries - administrative                           115,250      45,748        226,330
       Web hosting services                                    756      52,858        102,615
       Other                                               204,395     128,309        601,832
                                                         ---------   ---------    -----------
              Total Operating Expenses                     395,722     926,081      2,190,477
                                                         ---------   ---------    -----------
              (Loss) Before Other Income (Expenses)       (263,922)   (891,292)    (2,021,888)
OTHER INCOME (EXPENSES)
       Interest income                                       4,356       3,126          7,482
       Interest expense                                    (66,981)    (45,581)      (119,534)
       Legal fees forgiven                                  12,296           -         12,296
       Debts forgiven                                       26,471           -         26,471
       Litigation settlement                               (63,299)    (36,701)      (100,000)
                                                         ---------   ---------    -----------
              (Loss) Before Provision for Income Taxes    (351,079)   (970,448)    (2,195,173)

PROVISION FOR INCOME TAXES                                  (3,200)     (1,600)        (7,200)
                                                         ---------   ---------    -----------
               Net (Loss)                                $(354,279)  $(972,048)   $(2,202,373)
                                                         =========   =========    ===========

               Basic and diluted (loss) per common share $  (0.012)  $  (0.035)   $    (0.092)
                                                         =========   =========    ===========
</TABLE>






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


                                       F-4
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
       FOR THE PERIOD FROM JUNE 4, 1999, (INCEPTION) TO DECEMBER 31, 2002
<TABLE>
<S>                    <C>             <C>             <C>            <C>             <C>             <C>
                                                                      Receivable       (Deficit)
                                                                         for          Accumulated
                            Common Stock               Additional       Common          During
                      ------------------------------    Paid-in         Stock         Development
                         Shares          Amount         Capital         Issued           Stage           Total
                      ---------------  -------------   -------------  ------------    -------------   --------------
Balance at
  Jun. 4, 1999                     -            $ -             $ -            $ -              $ -              $ -
Stock sales
  Jun. 4, 1999             6,341,492          6,341          13,659              -                -           20,000
Stock sales
  Aug. 25, 1999            2,289,983          2,290          22,710              -                -           25,000
Stock sales
  Oct. 12, 1999            8,987,424          8,988         191,012        (10,000)               -          190,000
Net (loss) for the
  period from
  Jun. 4, 1999 to
  Dec. 31, 1999                    -              -               -              -          (65,583)         (65,583)
                      ---------------  -------------   -------------  ------------    -------------   --------------
Balance at
  Dec. 31, 1999           17,618,899         17,619         227,381        (10,000)         (65,583)         169,417
Payment received
  on stock sale
  Feb. 1, 2000                     -              -               -         10,000                -           10,000
Stock sales
  Apr. 19, 2000            4,403,792          4,404         245,596              -                -          250,000
Stock sales
  May 5, 2000              1,257,313          1,257         198,743              -                -          200,000
Net (loss) for the
  year ended
  Dec. 31, 2000                    -              -               -              -         (810,463)        (810,463)
                      ---------------  -------------   -------------  ------------    -------------   --------------

Balance at
  Dec. 31, 2000           23,280,004       $ 23,280       $ 671,720            $ -       $ (876,046)      $ (181,046)
                      ===============  =============   =============  ============    =============   ==============

</TABLE>











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


                                       F-5

<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
       FOR THE PERIOD FROM JUNE 4, 1999, (INCEPTION) TO DECEMBER 31, 2002
<TABLE>
<S>                    <C>             <C>             <C>            <C>             <C>             <C>
                                                                      Receivable       (Deficit)
                                                                         for          Accumulated
                            Common Stock               Additional       Common          During
                      ------------------------------    Paid-in         Stock         Development
                         Shares          Amount         Capital         Issued           Stage           Total
                      ---------------  -------------   -------------  ------------    ------------    --------------
Balance at
  Dec. 31, 2000        23,280,004        $ 23,280      $ 671,720             $ -        $ (876,046)       $ (181,046)
Stock sales
  Apr. 4, 2001            719,996             720         68,762         (69,482)                -                 -
Reorganization
  with NT Media
  Apr. 17, 2001         6,000,000           6,000         (6,000)              -                 -                 -
Issuance of
  stock options
  Aug. 30, 2001                 -               -         19,500               -                 -            19,500
Net (loss) for the
  year ended
  Dec. 31, 2001                 -               -              -               -          (972,048)         (972,048)
                      ---------------  -------------   -------------  ------------    -------------   --------------

Balance at
  Dec. 31, 2001        30,000,000          30,000        753,982         (69,482)       (1,848,094)       (1,133,594)
Net (loss) for the
  year ended
  Dec. 31, 2002                                                                           (354,279)         (354,279)
                      ---------------  -------------   -------------  ------------    -------------   --------------

Balance at
  Dec. 31, 2002        30,000,000        $ 30,000      $ 753,982      $  (69,482)     $ (2,202,373)     $ (1,487,873)
                      ===============  =============   =============  ============    =============   ==============
</TABLE>

















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


                                       F-6


<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<S>                                                                   <C>            <C>            <C>
                                                                                                  For the Period
                                                                                                       From
                                                                          For the Years Ended      June 4, 1999
                                                                             December 31,         (Inception) to
                                                                      --------------------------    December 31,
                                                                          2002           2001           2002
                                                                      ------------   -----------  ---------------
CASH FLOWS PROVIDED (USED) BY OPERATING
  ACTIVITIES:
       Net (loss)                                                     $ (354,279)    $ (972,048)    $ (2,202,373)
       Adjustments to reconcile net (loss) to net cash provided
         by operating activities:
           Depreciation and amortization                                   3,356        101,327          124,245
           Impairment loss                                                     -        180,328          180,328
           Operating expenses paid by reducing note receivable
             from officer                                                      -          5,000           10,000
           Operating expenses paid by issuance of stock options                -         19,500           19,500
           Legal fees forgiven                                           (12,296)             -          (12,296)
           Debts forgiven                                                (26,471)             -          (26,471)
           Increase in litigation settlement                              69,820         36,701          106,521
           (Increase) in interest receivable                              (4,356)        (3,126)          (7,482)
           (Increase) decrease in deposits                                 1,621          9,879             (200)
           Increase (decrease) in accounts payable and other
             accrued expenses                                             (6,479)        39,523          109,331
           Increase in payroll taxes payable                              12,776          3,650           16,426
           Increase in unearned revenue                                   30,000              -           30,000
           Increase in accrued salaries                                  115,250         49,000          164,250
           Increase in accrued interest for convertible notes and
             notes payable                                                58,743         45,581          110,800
                                                                      ----------     ----------     ------------
                  Net Cash Flows (Used) by Operating Activities         (112,315)      (484,685)      (1,377,421)
                                                                      ----------     ----------     ------------
CASH FLOWS PROVIDED (USED) BY INVESTING
  ACTIVITIES:
       Notes receivable from officers                                          -              -          (16,048)
       Proceeds from notes receivable from officers                            -              -            6,048
       Investment in property and equipment                                    -           (780)         (18,879)
       Investment in Web site development costs                                -              -         (292,968)
                                                                      ----------     ----------     ------------
                  Net Cash Flows (Used) by Investing Activities                -           (780)        (321,847)
                                                                      ----------     ----------     ------------
CASH FLOWS PROVIDED (USED) BY FINANCING
  ACTIVITIES:
       Proceeds from notes payable to officers                            16,460         85,845          107,305
       Payments of notes payable to officers                             (10,753)             -          (15,753)
       Proceeds from issuance of convertible notes                       108,700        399,100          917,800
       Proceeds from common stock issued                                       -              -          695,000
                                                                      ----------     ----------     ------------

                  Net Cash Flows Provided by Financing Activities        114,407        484,945        1,704,352
                                                                      ----------     ----------     ------------

</TABLE>
                  The Accompanying Notes are an Integral Part
                    of the Consolidated Financial Statements

                                       F-7
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
<TABLE>
<S>                                                                   <C>            <C>            <C>
                                                                                                  For the Period
                                                                                                       From
                                                                          For the Years Ended      June 4, 1999
                                                                             December 31,         (Inception) to
                                                                      --------------------------    December 31,
                                                                          2002           2001           2002
                                                                      ------------   -----------  ---------------

INCREASE (DECREASE) IN CASH                                                2,092           (520)           5,084

CASH AT THE BEGINNING OF THE YEAR                                          2,992          3,512                -
                                                                      ----------     ----------     ------------
CASH AT THE END OF THE YEAR                                           $    5,084     $    2,992     $      5,084
                                                                      ==========     ==========     ============
ADDITIONAL DISCLOSURES:
       Cash paid during the year for:
        Income taxes                                                  $        -     $    1,600     $      4,000
                                                                      ==========     ==========     ============
        Interest                                                      $    1,014     $        -     $      1,014
                                                                      ==========     ==========     ============
NON-CASH INVESTING AND FINANCING ACTIVITIES:
       Note receivable for common stock                               $        -     $   69,482     $          -
                                                                      ==========     ==========     ============
       Forgiveness of notes payable - related parties                 $   26,471     $        -     $     26,471
                                                                      ==========     ==========     ============
</TABLE>




















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

                                       F-8

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

NOTE 1 - NATURE OF BUSINESS

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

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

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

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

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



                                       F-9
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

NOTE 1 - NATURE OF BUSINESS (CONTINUED)

design and  production.  The Company  will also seek  alliances  with  networks,
studios,  and production  companies in order to create those valuable  synergies
which will make NT Media a leading player in the entertainment industry.

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

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

In April 2002,  the  Company  decided to open an office in  Montreal,  Canada to
allow the Company to take advantage of growing opportunities in that region with
respect to acquisition  opportunities,  pursuing film and television  production
projects and providing business development services to client companies.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

Basis of Presentation

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

Basis of Consolidation

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

                                      F-10
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)

Cash and Cash Equivalents

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

Use of Estimates

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

Reclassifications

Certain  prior year balances  have been  reclassified  to conform to the current
year's presentation.

Property and Equipment

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

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

               Computer equipment                         5 Years

Domain Name

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

Web Site Development Costs

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

                                      F-11
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)

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.

Income Taxes

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

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

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

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

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






                                      F-12
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)

Impairment of Long-Lived Assets

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

Long-lived assets consist primarily of property and equipment,  domain name, and
Web site development costs. The recoverability of long-lived assets is evaluated
by an  analysis of  operating  results and  consideration  of other  significant
events or changes  in the  business  environment.  An  impairment  loss would be
recognized  when the sum of the expected  future net cash flows is less than the
carrying amount of the asset. If impairment  exists,  the carrying amount of the
long-lived  assets is reduced to its  estimated  fair value.  As of December 31,
2001, the Company  recognized  $180,328 as impairment  loss, of which,  $179,036
represents the impairment of the Company's Web site and the remaining balance of
$1,292 as impairment of leasehold improvements.

Effective January 1, 2002, the Company adopted SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived  Assets." SFAS No. 144 supersedes  SFAS No.
121 and the accounting and reporting provisions for the disposal of a segment of
a business  prescribed  in  Accounting  Principles  Board  Opinion (APB) No. 30,
"Reporting  the Results of  Operations - Reporting  the Effects of Disposal of a
Segment of a Business,  and  Extraordinary,  Unusual and Infrequently  Occurring
Events  and  Transactions".  See  additional  information  described  under  new
accounting standards below.

Stock Options Plan

The Company has adopted the fair value based method of accounting  prescribed in
FASB No. 123, "Accounting for Stock-Based  Compensation," for its employee stock
option plans.  As of December 31, 2002,  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 totaled $0 and $4,960,  for the years ended December 31, 2002 and 2001,
respectively.

Basic and Diluted Net Earnings Per Share

Basic net earnings  (loss) per common share is computed by dividing net earnings
(loss)  applicable  to common  stockholders  by the  weighted-average  number of
common shares  outstanding  during the period.  Diluted net earnings  (loss) per
common share is determined  using the  weighted-average  number of common shares
outstanding during the period,  adjusted for the dilutive effect of common stock




                                      F-13
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)

Basic and Diluted Net Earnings Per Share (Continued)

equivalents,  consisting  of shares that might be issued upon exercise of common
stock options. In periods where losses are reported, the weighted-average number
of common shares outstanding  excludes common stock  equivalents,  because their
inclusion would be anti-dilutive.

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

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

Name Change

On April 24, 2001, the Company changed its name from MVD, Inc. to NT Media Corp.
of California, Inc.

New Accounting Standards

In June 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets", which is effective January 1, 2002. SFAS No. 142 requires,  among other
things, the discontinuance of goodwill amortization.  In addition,  SFAS No. 142
includes  provisions for the  reclassification  of certain  existing  recognized
intangibles  as  goodwill,  reassessment  of the  useful  lives of the  existing
recognized   intangibles,   reclassification   of  certain  intangibles  out  of
previously  reported  goodwill and the  identification  of  reporting  units for
purposes of assessing  potential  future  impairments of goodwill.  SFAS No. 142
also requires the Company to complete a transitional  goodwill  impairment  test
six months from the date of adoption.

In June 2001,  the FASB issued SFAS No. 143,  "Accounting  for Asset  Retirement
Obligations," which provides accounting  requirements for obligations associated
with the retirement of tangible  long-lived  assets.  SFAS No. 143 requires that
the fair value of a liability for an asset  retirement  obligation be recognized
when  incurred if a reasonable  estimate of fair value can be made.  The related
asset  retirement  costs are  capitalized as part of the carrying  amount of the
long-lived  asset.  SFAS No. 143 is effective for fiscal years  beginning  after
June 15, 2002. The Company adopted SFAS No. 143 effective January 1, 2002.

In June 2001,  the AICPA  issued an exposure  draft of a proposed  Statement  of
Position  (SOP),  "Accounting  for  Certain  Costs  and  Activities  Related  to


                                      F-14
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)

New Accounting Standards (Continued)

Property,  Plant,  and  Equipment."  The  proposed  SOP  would  require  certain
expenditures  previously  included  in the cost basis of  Property,  Plant,  and
Equipment (PP&E) to be expensed as incurred.  Generally,  only direct costs that
are incremental and can be directly  identified with the specific asset could be
capitalized.  General  and  administrative  costs and  overhead  costs  would be
expensed as incurred. Concurrent with the issuance of the proposed SOP, the FASB
issued an exposure  draft of a proposed  Statement,  "Accounting  in Interim and
Annual  Financial  Statements  for  Certain  Costs  and  Activities  Related  to
Property,  Plant, and Equipment - an amendment of APB Opinions No. 20 and 28 and
FASB  Statements  No. 51 and 67 and a rescission of FASB  Statement No. 73." The
proposed  Statement  would  conform  existing   accounting   literature  to  the
requirements  of the  proposed  SOP and would  require  the  application  of the
guidance  contained in the  proposed  SOP in both  interim and annual  financial
statements.  The proposed SOP and Statement  would be effective for fiscal years
beginning after June 15, 2002.

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal  of  Long-Lived   Assets."  SFAS  No.  144  supersedes  SFAS  No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of", and the accounting and reporting provisions for the disposal of
a segment of a business prescribed in APB Opinion No. 30, "Reporting the Results
of  Operations  - Reporting  the Effects of Disposal of a Segment of a Business,
and Extraordinary,  Unusual and Infrequently Occurring Events and Transactions".
This statement  provides a single  accounting model for long-lived  assets to be
disposed of and significantly  changes the criteria that would have to be met to
classify  an asset  as  held-for-sale.  Classification  as  held-for-sale  is an
important  distinction  since such assets are not  depreciated and are stated at
the lower of fair  value and  carrying  amount.  This  statement  also  requires
expected future operating losses from discontinued operations to be displayed in
the  period(s)  in  which  the  losses  are  incurred,  rather  than  as of  the
measurement  date as  presently  required.  SFAS No.  144 is  effective  for the
financial  statements  issued for the fiscal year  beginning  after December 15,
2001, and interim  periods within those fiscal years.  The Company  adopted SFAS
No. 144 effective January 1, 2002.

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections".
SFAS No.  145  requires  gains  and  losses  from  extinguishment  of debt to be
reported as part of recurring  operations,  unless the transaction is considered
unusual or  infrequent in which case the  transaction  would be classified as an
extraordinary  item. This standard also eliminates an inconsistency  between the
accounting for sale-leaseback  transactions and certain lease modifications that
have economic effects that are similar to sale-leaseback transactions.  SFAS No.
145 became effective for transactions occurring after May 15, 2002.




                                      F-15
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)

New Accounting Standards (Continued)

In June 2002, the FASB voted in favor of issuing SFAS No. 146,  "Accounting  for
Exit  or  Disposal  Activities".  SFAS  No.  146  addresses  significant  issues
regarding  the  recognition,  measurement,  and  reporting  of  costs  that  are
associated with exit and disposal activities, including restructuring activities
that are  currently  accounted  for pursuant to the  guidance  that the Emerging
Issues  Task  Force  (EITF)  has set forth in EITF  Issue No.  94-3,  "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity  (including Certain Costs Incurred in a  Restructuring)".  SFAS No. 146
will be  effective  for exit or disposal  activities  that are  initiated  after
December 31, 2002.

The Company does not anticipate  the adoption of these new accounting  standards
to have a material effect on their financial statements.

NOTE 3 - NOTE RECEIVABLE FROM SALE OF STOCK

Note  receivable  from stock sales totaled  $69,482 at December 31, 2002, and is
reported as a reduction  of  stockholders'  equity.  The note bears  interest at
6.0%, with an effective  interest rate of 6.168%,  and is  collateralized by the
719,996  shares  of stock  issued on April 4,  2001.  (See Note 9.) For the year
ended December 31, 2002,  interest  income accrued on this note totaled  $4,356.
For the  period  from April 4, 2001  through  December  31,  2002,  the  accrued
interest totaled $7,482.

NOTE 4 - PROPERTY AND EQUIPMENT


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

                                                                  16,784
         Less accumulated amortization and depreciation            9,510
                                                         ----------------

                                                                 $ 7,274
                                                         ================

Amortization and depreciation expenses for the years ended December 31, 2002 and
2001 were $3,356 and $3,671, respectively.

For the year ended  December  31,  2001,  the  Company  wrote off the balance of
leasehold improvement of $1,292 as an impairment loss.





                                      F-16
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


NOTE 5 - WEB SITE DEVELOPMENT COSTS

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


NOTE 6 - DEFERRED INCOME TAXES

The net deferred tax assets,  resulting from the net operating loss, included in
the  accompanying  consolidated  balance sheet include the following  amounts of
deferred tax assets and liabilities at December 31, 2002:


         Deferred tax assets - non-current                       $ 740,000
         Valuation allowance                                      (740,000)
                                                                 ---------
                                                                 $       -
                                                                 =========

Based on management's  assessment,  the Company has placed a valuation allowance
against its  otherwise  recognizable  deferred tax assets due to the  likelihood
that  the  Company  may  not  generate  sufficient  taxable  income  during  the
carryforward  period to  utilize  net  operating  loss  carryforwards  and other
deferred tax benefits.  The valuation allowance for net deferred taxes increased
by $123,000 during the year ended December 31, 2002. The increase was the result
of additional net losses for the year ended December 31, 2002.

At  December  31,  2002,  the Company  had a net  operating  loss for income tax
purposes of  approximately  $2,102,000.  The net operating losses can be carried
forward to offset future taxable income.  Utilization of the above carryforwards
may be subject to  utilization  limitations,  which may  inhibit  the  Company's
ability to use carryforwards in the future.

If not used, the net consolidated  operating loss  carryforwards  will expire as
follows:

                          For the Fiscal Year Ended
                                 December 31,
                     -----------------------------------

                                     2020                        $   810,000
                                     2021                            972,000
                                     2022                            320,000
                                                                 -----------

                                                                 $ 2,102,000
                                                                 ===========
                                      F-17
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


NOTE 7 - INCOME TAXES

The components of the provision for income taxes for  continuing  operations are
as follows:

                                            For the Years Ended
                                                 December 31,
                                      ------------------------------
                                           2002            2001
                                      -------------  ---------------
         Current
           State                        $ 3,200            $ 1,600
                                      =============  ===============


NOTE 8 - EARNINGS (LOSS) PER COMMON SHARE

The following table sets forth the computation of basic (loss) per share:

                                                                  For the
                                                                Period From
                                     For the Years Ended        June 4, 1999
                                        December 31,           (Inception) to
                                    -------------------------   December 31,
                                        2002         2001          2002
                                    ------------ ------------- ---------------
Basic EPS:
       Net (loss)                   $  (354,279) $  (972,048)   $(2,202,373)
                                    -----------  -----------    -----------
       Net (loss) per common share  $     0.012  $    (0.035)   $    (0.092)
                                    ===========  ===========    ===========

Weighted average shares outstanding  30,000,000   28,074,083     24,056,456
                                    ===========  ===========    ===========

Basic net loss per share is computed by dividing  the net loss for the period by
the weighted  average  number of common  shares  outstanding  during the period.
Shares associated with convertible notes are not included to the extent they are
antidilutive.


NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT)

Effective April 17, 2001, in connection with the stock exchange  agreement,  the
Company issued approximately  10,000,000 pre-split shares of its common stock at
$.001 par value per share, in exchange for all of the  outstanding  common stock
of eCast,  in which eCast became a wholly owned  subsidiary of the Company based
on a conversion ratio of approximately 7.34 shares of the Company's common stock
for each share of eCast's stock. This transaction  qualified as a tax-free share


                                      F-18
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


NOTE 9 - STOCKHOLDERS' EQUITY (DEFICIT) (Continued)

exchange  and  was  accounted  for  as  a  recapitalization  of  eCast  and  the
acquisition  of NT  Media at its  book  value.  All  transactions  presented  in
stockholders' equity (deficit) reflected the stock exchange agreement as well as
the two and four tenths for one  (2.4:1)  stock  split of the  Company's  common
stock,  par value $.001,  that was approved by the Board of Directors  effective
April 23, 2001.

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

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

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

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

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

On October 31, 2001,  the Company  entered into an agreement to sell 1.5 million
shares of the Company's  common stock, par value of $.001, to the Horst E. Lexen
Family  Trust in exchange  for $1.5  million.  The Horst E. Lexen  Family  Trust
subsequently defaulted on the agreement. No shares of the Company's common stock
have been issued in  connection  with this  transaction  to date.  Management is
unable to say with any certainty  whether or not shares of the Company's  common
stock  will be  issued  at any  time  in the  future  in  connection  with  this
transaction.





                                      F-19
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

NOTE 10 - STOCK OPTIONS

On August 30, 2001 the Company granted its ex-counsel  options to purchase up to
65,000  shares of the  Company's  common stock at the  exercise  price of $1 per
share.  The fair market value of the Company's common stock at the date of grant
was $1.30. These options are 100% vested on the date of grant and will expire on
September  1, 2003.  The Company  accounts  for the fair value of stock  options
granted  in  accordance   with  FASB  No.  123,   "Accounting   for  Stock-Based
Compensation." As a result,  the Company has recorded the difference between the
fair market value and the exercised  price of $19,500 as  professional  fees for
the year ended December 31, 2001.

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 the exercised price of $.15 per
share.  The options are 100% vested.  If not exercised,  the options will expire
August 6, 2004.  Because  the  exercise  price,  which is $.15,  for the options
granted was greater than the  estimated  fair market value of the stock  options
($.13) at the date of grant,  compensation  expense was not  recognized  for the
year ended December 31, 2002.

Presented below is a summary of stock option activities for the year shown:
                                                                 Weighted-
                                                                  Average
                                           Stock Options      Exercise Price
                                         -----------------  ------------------
Outstanding at December 31, 2000                        -                   -
Granted                                            65,000              $ 1.00
Exercised                                               -                   -
Forfeited                                               -                   -
Expired                                                 -                   -
                                         -----------------  ------------------

Outstanding at December 31, 2001                   65,000              $ 1.00
Granted                                            10,000              $ 0.15
Exercised                                               -                   -
Forfeited                                               -                   -
Expired                                                 -                   -
                                         -----------------  ------------------
Outstanding at December 31, 2002                   75,000              $ 0.89
                                         =================  ==================

The following table presents  information about stock options granted during the
year ended  December 31, 2002 and 2001 where the exercise  price of some options
differed from the market price of the Company's stock on the grant date:
                                                                   Weighted-
                                             Number of Shares       Average
                                                 Granted        Exercise Price
  Outstanding at December 31, 2002           ----------------   ---------------
     Exercise price equals market value                  --                 --
     Exercise price greater than market value        10,000              $0.15
     Exercise price less than market value           65,000              $1.00
                                               ------------        -----------
                                                     75,000              $0.89
                                               ============        ===========
                                      F-20
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

NOTE 10 - STOCK OPTIONS (Continued)

The  following  table  summarizes   information  for  options   outstanding  and
exercisable at December 31, 2002:

                     Options Outstanding               Options Exercisable
              ----------------------------------     ------------------------
                                      Weighted-
                          Weighted-    Average                    Weighted-
                 Stock     Average    Remaining         Stock      Average
   Exercise     Options   Exercise   Contractual       Options     Exercise
    Prices    Outstanding  Price        Life         Exercisable     Price
  ----------  ----------- ---------  -----------     -----------  -----------
    $ 1.00       65,000    $ 1.00         0            65,000        $ 1.00
    $ 0.15       10,000    $ 0.15         0            10,000        $ 0.15
              ----------                              --------
                 75,000                                75,000
              ==========                              ========

The weighted-average fair values at the date of grant for options granted during
the year ended December 31, 2002 and 2001 were $.13 and $.30, respectively,  and
were estimated using the Black-Scholes option valuation model with the following
weighted-average assumptions:

                                             2002                2001
                                      -----------------   -----------------

Expected life in years                        0                   0
Interest rate                                 3.10      %         4.08      %
Volatility                                  228.87      %       228.37      %
Dividend yield                                -         %         -         %


The  Black-Scholes  option valuation model was developed for estimating the fair
value  of  traded  options  that  have no  vesting  restrictions  and are  fully
transferable.  Because  option  valuation  models  require the use of subjective
assumptions,  changes in these  assumptions can materially affect the fair value
of the options,  and the Company's  options do not have the  characteristics  of
traded  options,  the  option  valuation  models  do not  necessarily  provide a
reliable measure of the fair value of its options.

NOTE 11 - CONCENTRATION

For the year ended December 31, 2002 and 2001, revenue received from two and one
customers   accounted  for  76%  and  93%  of  the  Company's   total   revenue,
respectively.

NOTE 12 - COMMITMENTS AND CONTINGENCIES

During 1999 and 2000, the Company leased its operating and office facilities for
various terms under long-term  operating lease agreements.  The leases expire at
various dates through May 20, 2003 and provide for no renewal options. On August
31, 2001, the Company  attempted to terminate these lease agreements and vacated

                                      F-21
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

NOTE 12 - COMMITMENTS AND CONTINGENCIES (Continued)

the premises.  During 2002,  the Company  settled all disputes with the landlord
for the sum of $100,000 (see Note 17).

On  September  21, 2001,  the Company  entered  into a new lease  agreement  for
operating  and  office   facilities   for  various  terms  under  a  short-term,
non-cancelable  lease agreement for a monthly rent of $1,821.  The lease expires
on April 30, 2002 and provides for no renewal options. This lease was terminated
as of April 30, 2002.

From May through  August of 2002,  the  Company  signed a  month-to-month  lease
agreement for operating and office  facilities  for a monthly rent of $2,241.50.
This lease was terminated as of August of 2002.

On August 8, 2002, the Company signed a  month-to-month  sublease  agreement for
operating and office facilities for a monthly rent of $650, plus utilities. This
lease was  terminated  on January 15, 2003.  (See Note 19). The Company does not
have lease agreement in their Montreal office.

Rent expenses  totaled $19,583 and $54,100 for the years ended December 31, 2002
and 2001, respectively.

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

On October  1,  2001,  the  Company  signed an  agreement  to  purchase  various
entertainment  property of Graham Taylor Production (GTP) in exchange for 10,000
shares of the  Company's  common  stock,  par  value of  $.001.  As part of this
agreement,  Mr.  Taylor  will  become  an  employee  of NT Media  with a monthly
compensation of $4,000 plus various out-of-pocket  expenses. This agreement will
only become  effective if the  Company's  common  shares are  delivered  and the
employment  agreement  becomes  effective.   The  employment  agreement  becomes
effective  when both parties sign all  agreements  and the Company  receives net
proceeds of at least one million dollars  resulting from an offering of NT Media
equity securities. As of April 2003, none of the conditions under this agreement
have been met; therefore, the agreement has not been completely finalized.

In January of 2002, the Company  engaged Mr.  Chissick to act as a non-exclusive
agent for the Company.  The agreement  provides for Mr. Chissick to establish an
infrastructure for collaborating on certain business  development  opportunities
in the entertainment,  media and game show development sectors. The Company will
pay Mr.  Chissick 75% of any revenues from such business  transactions  when the
aggregate net proceeds  resulting  from this agreement is greater than $500,000.
When the aggregate net proceeds are under  $500,000,  the Company has to pay Mr.
Chissick 100% of the net  proceeds.  For the year ended  December 31, 2002,  the
company  generated $46,000 of revenue and paid $46,000 of consulting fees to Mr.
Chissick from this agreement. This agreement expired on December 31, 2002.

                                      F-22
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

NOTE 12 - COMMITMENTS AND CONTINGENCIES (Continued)

On April 8, 2002,  the  Company  also  entered  into a twelve  months  strategic
alliance  with  Paramedia,  Inc.  for the  purpose of  collaborating  on various
business development opportunities which are to be identified by Paramedia. This
agreement terminated on April 7, 2003.

In  October,  NT Media  agreed  to  provide  consulting  services  to  Turbodyne
Technologies,  Inc. for a monthly fee of $25,000 or an agreed upon amount. These
services  include  media  consulting,  lead  generation,  overall  marketing and
business  development.  For the  year  ended  December  31,  2002,  the  Company
generated $75,000 of revenue from this agreement.  In addition, the Company also
received  an advance  payment of $30,000 on December  30, 2002 for January  2003
services.

NOTE 13 - CONVERTIBLE NOTES

For the years ended December 31, 2002 and 2001, the Company issued  $108,700 and
$399,100 of 6% convertible notes,  respectively.  The effective interest rate of
these notes is 6.168%.  All notes are  convertible to common shares,  $0.001 par
value,  at a  conversion  price that  equals the average bid price of the common
stock for the five trading days  immediately  preceding the conversion date. The
notes are convertible when the Company's securities are trading publicly and the
underlying  stock of the debenture has been registered with the SEC and declared
effective.  It is  mandatory  that the notes be  converted  on the fifth year of
their  anniversary  date or are due and payable in the event that the  Company's
shares of common stock are not publicly traded. It is mandatory that these notes
be converted during 2005, 2006 and 2007 in the amounts of $410,000, $399,100 and
$108,700,   respectively.   The  proceeds  were  primarily  used  for  operating
activities  as well as for investing in Web site  development,  and property and
equipment.  Interest  accrued  for the years  ended  December  31, 2002 and 2001
totaled  $57,066 and $43,284,  respectively.  As of December 31, 2002,  interest
accrued on convertible notes totaled $106,826.

NOTE 14 - NOTES PAYABLE - RELATED PARTIES

As of December  31,  2002,  the  Company's  officer,  ex-officer,  director  and
stockholder  provided the Company with  various 6%  non-collateral  demand notes
totaling $69,055, including accrued interest of $3,455.

On November 2, 2002, the Company's officer and ex-officer  forgave certain notes
due from the Company.  The total  principal  and accrued  interest  forgiven was
$25,258 and $1,213, respectively.

NOTE 15 - RELATED PARTIES TRANSACTIONS

During 2002 and 2001, NT Media advanced $35,244 and $204,308,  respectively,  to
eCast,  its  subsidiary,  to pay  eCast's  operating  expenses.  This amount was
eliminated during the consolidation.



                                      F-23
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

NOTE 15 - RELATED PARTIES TRANSACTIONS (Continued)

On October 1, 2002,  the Company  engaged  Astor  Capital,  Inc.  (Astor) as its
investment  banker and  advisory  services  consultant.  Astor will  provide the
Company with investment  banking and strategic  advisory  activities,  which may
include (1)  screening  the  investment  universe in order to identify  specific
institutional investors who may be interested in investing or financing with the
Company,  (2) identifying and arranging  meetings with securities  professionals
from time to time,  (3)  seeking and  providing  strategic  advice on  corporate
deals,  mergers,  and  acquisitions and general  direction of the company.  This
agreement will expire June 30, 2003.

On October 28, 2002,  the Board of  Directors  approved the payment of $9,000 to
Astor, the Company's  strategic advisory  consultant.  On November 21, 2002, the
Board of Directors  approved the payment of $59,600 to Astor. For the year ended
December 31, 2002,  the total  amount paid to Astor was $68,600.  Subsequent  to
December  31,  2002,  the  Company  paid Astor an  additional  $20,000 for their
services. Astor Capital, Inc. is a California corporation of which Ali Moussavi,
the Company's  Secretary,  is the Manager/Partner and 50% owner. At December 31,
2002, Astor held 7.8% share of the Company's total common stock issued.

NOTE 16 - UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN

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

NOTE 17 - 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.

On July 10,  2002,  the  Company's  subsidiary  settled a lawsuit with its prior
landlord in the amount of $100,000. As of December 31, 2002, the balance due for
this settlement was $100,000, plus accrued interest of $6,521.

NOTE 18 - LEGAL FEES FORGIVEN

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



                                      F-24
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002

NOTE 19 - SUBSEQUENT EVENTS

On  January  1,  2003,  the  Company  entered  into a  non-exclusive  consulting
agreement with Arthur  Bernstein.  Mr.  Bernstein is to provide the Company with
independent  advisory  and  consulting  services  relating to its  entertainment
business  for a monthly  fee of  $2,500  plus all out of  pocket  expenses.  The
contract  will expire on December 31, 2003.  The  agreement may be terminated by
either party with 60 days notice.

On  January  15,  2003,  the  Company  entered  into a  month-to-month  sublease
agreement for its operating and office  facilities  with a monthly rent of $750.
The agreement can be terminated at any time by either party.







































                                      F-25
<PAGE>


                                   SIGNATURES

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

DATE:  April 14, 2003         NT MEDIA CORPORATION OF CALIFORNIA, INC.


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

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

Signature                         Title                          Date
---------                         -----                          ----
   /s/ Chris Mehringer            Chairman of the Board          April 14, 2003
----------------------------
       Chris Mehringer


  /s/  Ali Moussavi               Director, Secretary            April 14, 2003
----------------------------
       Ali Moussavi


























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