UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

              |X|  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                             SECURITIES EXCHANGE ACT OF 1934
                      FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005

              |_|  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                       EXCHANGE ACT FOR THE TRANSITION PERIOD FROM
                           _______________ to _______________

                         Commission File Number 0-31012

                       NT MEDIA CORP. OF CALIFORNIA, INC.
                       ----------------------------------
        (Exact name of small business issuer as specified in its charter)

            DELAWARE                                      94-3357128
--------------------------------                   -------------------------
 (State of other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                     Identification Number)


       8899 Beverly Blvd., Suite 624                            90038
          Los Angeles, California
-------------------------------------------             --------------------
 (Address of Principal Executive Offices)                     Zip Code

Issuer's telephone number:                                  (323) 445-4833


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 past 90 days.

                               Yes |X|  No |_|

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable  date:  38,312,000 shares of Common Stock,
par value $.001 per share, issued and outstanding as of June 2, 2005.

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

<PAGE>

                                      INDEX

                                                                            Page

PART I - FINANCIAL INFORMATION................................................1

         ITEM 1. FINANCIAL STATEMENTS........................................ 1

         ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
                 OR PLAN OF OPERATIONS.......................................10

         ITEM 3. CONTROLS AND PROCEDURES.....................................18

PART II - OTHER INFORMATION..................................................19

         ITEM 1. LEGAL PROCEDINGS............................................19

         ITEM 2. CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER
                 PURCHASES OF EQUITY SECURITIES..............................19

         ITEM 3. DEFAULTS ON INDEBTEDNESS....................................19

         ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY
                 HOLDERS.....................................................19

         ITEM 5. OTHER INFORMATION...........................................19

         ITEM 6. EXHIBITS....................................................19

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

               NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheet (unaudited)........................................2

Consolidated Statements of Operations(unaudited)..............................4

Consolidated Statements of Cash Flows (unaudited).............................6

Notes to Unaudited Consolidated Financial Statements..........................8


                                       1
<PAGE>

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


                                                                       March 31,
                                                                         2005
                                                                      ----------

                                     ASSETS

CURRENT ASSETS
     Cash and cash equivalents                                        $   40,608
     Inventory                                                            26,535
     Prepaid expenses                                                     47,471
     Due from related parties                                             35,503
     Interest receivable, related party                                   16,860
                                                                      ----------
TOTAL CURRENT ASSETS                                                     166,977

CAPITALIZED FILM COSTS, net                                               96,189

EQUIPMENT, net of accumulated depreciation of $11,565                        219
                                                                      ----------

TOTAL ASSETS                                                          $  263,385
                                                                      ==========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
     Accounts payable                                                 $  131,138
     Accrued liabilities                                                 132,741
     Accrued liabilities to related parties                              419,880
     Stock sold in advance of issuance                                    10,029
     Notes payable                                                       615,000
     Notes payable related party                                          33,651
     Current portion of convertible notes payable                        200,000
     Current portion of convertible notes payable, related party         404,000
     Accrued litigation settlement                                       100,000
                                                                      ----------
TOTAL CURRENT LIABILITIES                                              2,046,439

           See accompanying notes to consolidated financial statements

                                       2
<PAGE>

               NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                             (UNAUDITED) (Continued)


CONVERTIBLE NOTES PAYABLE, net of current portion                        87,200
CONVERTIBLE NOTES PAYABLE, RELATED PARTY, net of current portion        226,600
NOTES PAYABLE                                                            50,000
ACCRUED INTEREST, long term                                              15,099
ACCRUED INTEREST, RELATED PARTY, long term                               51,129

                                                                    -----------
TOTAL LIABILITIES                                                     2,476,467
                                                                    -----------

MINORITY INTEREST                                                        15,067

COMMITMENTS AND CONTINGENCIES                                                --

STOCKHOLDERS' DEFICIT
      Preferred stock, $0.001 par value, 5,000,000 shares
         authorized; 0 shares issued and outstanding                         --
      Common stock; $0.001 par value; 100,000,000 shares
         authorized; 38,312,000 shares issued and outstanding            38,312
      Additional paid-in capital                                      1,872,655
      Common stock subscription receivable                              (69,482)
      Deficit accumulated during the development stage               (4,069,634)

                                                                    -----------
TOTAL STOCKHOLDERS' DEFICIT                                          (2,228,149)
                                                                    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                         $   263,385
                                                                    ===========
           See accompanying notes to consolidated financial statements


                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                       Three Months Ended               Cumulative from
                                                ---------------------------------            June 4,
                                                  March 31,            March 31,      1999 (inception) to
                                                    2005                 2004            March 31, 2005
                                                -------------       -------------        --------------
<S>                                             <C>                 <C>                   <C>
REVENUE                                         $         466       $          --         $     386,187
                                                -------------       -------------         -------------
COSTS AND EXPENSES
    General and administrative                         37,223             112,325             3,652,737
    Depreciation and amortization                         690                 840               131,857
    Impairment of film costs                               --                  --                51,000
    Loss on litigation settlement                          --                  --               100,000
                                                -------------       -------------         -------------

TOTAL COSTS AND EXPENSES                               37,913             113,165             3,935,594
                                                -------------       -------------         -------------

LOSS FROM OPERATIONS                                  (37,447)           (113,165)           (3,549,407)

OTHER INCOME (EXPENSE)
   Interest income, related party                       1,042               1,042                17,944
   Interest expense                                   (21,800)             (1,638)              (95,567)
   Interest expense, related party                     (9,805)            (14,631)             (226,295)
   Loan fees                                          (48,750)                 --              (528,333)
   Debt forgiven                                           --                  --               290,595
   Legal fees forgiven                                     --                  --                12,296
                                                -------------       -------------         -------------
TOTAL OTHER INCOME (EXPENSE)                          (79,313)            (15,227)             (529,360)
                                                -------------       -------------         -------------
NET (LOSS) BEFORE MINORITY INTEREST
  AND PROVISION FOR INCOME TAXES                     (116,760)           (128,392)           (4,078,767)

MINORITY INTEREST                                       4,927                  --                17,933

NET (LOSS)  BEFORE PROVISION
  FOR INCOME TAXES                                   (111,833)           (128,392)           (4,060,834)

</TABLE>

           See accompanying notes to consolidated financial statements

                                       4
<PAGE>

               NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             (UNAUDITED) (Continued)

<TABLE>

<S>                                           <C>                <C>                <C>
PROVISION FOR INCOME TAXES                             --                 --              8,800
                                              -----------        -----------        -----------
NET (LOSS)                                    $  (111,833)       $  (128,392)       $(4,069,634)
                                              ===========        ===========        ===========
NET (LOSS) PER SHARE:
          BASIC AND DILUTED                             *                  *
                                              ===========        ===========

WEIGHTED AVERAGE SHARES OUTSTANDING:
          BASIC AND DILUTED                    38,312,000         37,104,416
                                              ===========        ===========
</TABLE>

*     less than $.01

           See accompanying notes to consolidated financial statements

                                       5
<PAGE>

               NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                          Three Months Ended      Cumulative from
                                                     --------------------------         June 4,
                                                      March 31,       March 31,   1999 (inception) to
                                                        2005            2004        March 31, 2005
                                                     -----------    -----------      -----------
<S>                                                  <C>            <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss before minority interest                  $  (116,760)   $  (128,392)     $(4,087,567)
  Adjustment to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization expense                  690            840          131,857
      Impairment loss                                         --             --          231,328
      Operating expenses paid by reducing note rec            --             --           10,000
      Stock issued for services                               --             --          213,500
      Stock issued for loan fees                              --             --          423,000
      Stock options issued for services                       --             --           60,370
      Legal fees forgiven                                     --             --          (12,296)
      Debts forgiven                                          --             --         (290,595)
  Changes in assets and liabilities:
    Interest receivable                                   (1,042)        (1,042)         (16,860)
    Inventory                                                 --             --          (26,535)
    Prepaid expenses                                      58,590        (19,325)         (47,471)
    Other assets                                              --            200          (24,000)
    Cash overdraft                                                        6,032               --
    Deferred income                                           --             --               --
    Litigation settlement                                     --             --          100,000
    Accounts payable and accrued expenses                  6,778         17,506          507,922
    Accrued expenses, related party                       19,481         89,739          437,264

                                                     -----------    -----------      -----------
Net cash used in operating activities                    (32,263)       (34,442)      (2,390,083)
                                                     -----------    -----------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Notes receivable from officer                               --             --          (45,048)
  Collection of notes receivable from officer                 --             --           35,048
</TABLE>

           See accompanying notes to consolidated financial statements

                                       6
<PAGE>

               NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (UNAUDITED) (Continued)

<TABLE>
<CAPTION>

<S>                                                      <C>          <C>            <C>
  Notes receivable, related parties                          --            --        (50,000)
  Collection of notes receivable, related parties            --            --         50,000
  Investment in property and equipment                       --            --        (18,879)
  Investment in film costs                                   --       (71,500)      (123,746)
  Investment in web site development costs                   --        (1,450)      (292,968)
                                                    -----------   -----------    -----------
Net cash used in investing activities                        --       (72,950)      (445,593)
                                                    -----------   -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from issuance of common stock                                12,774      1,206,279
 Proceeds from stock sold in advance of issuance         10,029                       10,029
 Proceeds from equity investment of minority interest        --            --         33,000
 Payment of offering costs                                   --        (1,278)       (61,664)
 Proceeds from note payable                              50,000       100,000        665,000
 Proceeds from note payable, related party                   --        36,500        212,842
 Payment of note payable, related party                      --       (50,000)      (107,002)
 Proceeds from issuance of convertible notes                 --            --        917,800
                                                    -----------   -----------    -----------
Net cash provided by financing activities                60,029        97,996      2,876,284
                                                    -----------   -----------    -----------
NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                                        27,766        (9,396)        40,608

CASH AND CASH EQUIVALENTS,
 Beginning of period                                     12,842         9,396             --
                                                    -----------   -----------    -----------
CASH AND CASH EQUIVALENTS,
  End of period                                     $    40,608   $        --    $    40,608
                                                    ===========   ===========    ===========

SUPPLEMENTAL DISCLOSURES OF
 CASH FLOW INFORMATION:

 Interest paid                                      $        --   $     1,170    $     1,911
                                                    ===========   ===========    ===========
 Income taxes paid                                  $        --   $     1,600    $     4,000
                                                    ===========   ===========    ===========

</TABLE>

           See accompanying notes to consolidated financial statements

                                       7
<PAGE>


NOTE 1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America for interim financial information and with the instructions to Form
10-QSB and Item 310 of Regulation S-B. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. The accompanying unaudited
consolidated financial statements reflect all adjustments that, in the opinion
of management, are considered necessary for a fair presentation of the financial
position, results of operations, and cash flows for the periods presented. The
results of operations for such periods are not necessarily indicative of the
results expected for the full fiscal year or for any future period. The
accompanying unaudited consolidated financial statements should be read in
conjunction with the audited consolidated financial statements of NT Media Corp.
of California, Inc. and Subsidiaries included in the Form 10-KSB for the fiscal
year ended December 31, 2004.

NOTE 2. ORGANIZATION AND BUSINESS

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

NOTE 3. NOTES PAYABLE

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

NOTE 4. CONVERTIBLE NOTES PAYABLE

As of March 31, 2005, the Company had $287,200 of 6% subordinated convertible
notes outstanding to a shareholder who owned 9.2% of the issued and outstanding
stock of the Company as of March 31, 2005. All notes are convertible to common
shares, $0.001 par value, at a conversion price that equals the average bid
price of the common stock for the five trading days immediately preceding the
conversion date. The notes are convertible when the Company's securities are
trading publicly and the underlying stock of the debenture has been registered
with the SEC and declared effective. It is mandatory that the notes be converted
on the fifth year of their anniversary date or are due and payable in the event
that the Company's shares of common stock are not publicly traded. The notes
must be converted during 2005, 2006 and 2007 in the amounts of $200,000, $8,100
and $79,100, respectively. As a result, $200,000 of these notes are classified
as a current liability at March 31, 2005. The proceeds were primarily used for
operating activities as well as for investing in Web site development. Interest
expense accrued for the quarters ended March 31, 2005 and March 31,2004 totaled
$4,308 and $4,308, respectively, As of March 31, 2005, interest accrued on
convertible notes totaled $71,479.

                                       8
<PAGE>

NOTE 5. CONVERTIBLE NOTES - RELATED PARTY

As of March 31, 2005, the Company had $630,600 of 6% subordinated convertible
notes outstanding. The notes are due to a related party who owned an aggregate
of 29% of the issued and outstanding stock of the Company as of March 31, 2005.
All notes are convertible to common shares, $0.001 par value, at a conversion
price that equals the average bid price of the common stock for the five trading
days immediately preceding the conversion date. The notes are convertible when
the Company's securities are trading publicly and the underlying stock of the
debenture has been registered with the SEC and declared effective. It is
mandatory that the notes be converted on the fifth year of their anniversary
date or are due and payable in the event that the Company's shares of common
stock are not publicly traded. The notes must be converted during 2005, 2006 and
2007 in the amounts of $210,000, $391,000 and $29,600, respectively. As a
result, $404,000 of these notes are classified as a current liability at March
31, 2005. The proceeds were primarily used for operating activities as well as
for investing in Web site development. Interest expense accrued for the period
ended March 31, 2005 and 2004 was $9,549 and $9,549, respectively. As of March
31, 2005, interest accrued on convertible notes totaled $155,882

NOTE 6. EARNINGS PER SHARE

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


                                       9
<PAGE>

NOTE 7. RELATED PARTY TRANSACTIONS

On October 1, 2002, the Company engaged Astor Capital, Inc. as its investment
banker and advisory services consultant. During June 2003, the agreement with
Astor was amended and extended through June 2004 and was automatically renewed
thereafter. The agreement was terminated on January 12, 2005.

NOTE 8. STOCKHOLDERS' EQUITY

NT Media entered discussions with various parties to sell a total of 74,684
shares of stock during the quarter ended March 31, 2005. While the underlying
shares have not been issued to date, NT Media received full payment totaling
$10,029 during the month of March 2005.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Caution About Forward-Looking Statements

The following discussion should be read in conjunction with our consolidated
financial statements, and the related notes included elsewhere in this Quarterly
Report on Form 10-QSB and the Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2004. Certain statements contained herein may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements involve a number of risks,
uncertainties and other factors that could cause actual results to differ
materially, as discussed more fully herein.

The forward-looking information set forth in this Quarterly Report on Form
10-QSB is as of the date of the date of its filing, and we undertake no duty to
update this information. Shareholders and prospective investors can find
information filed with the Securities and Exchange Commission, which we refer to
as the SEC, after the date of the filing of this report at the SEC's website at
www.sec.gov. More information about potential factors that could affect our
business and financial results is included in the section entitled "Cautionary
Statements and Risk Factors."


                                       10
<PAGE>

Overview

During the first quarter of 2005, we continued the marketing and sales efforts
of an adult themed direct to home viewing series. Though our subsidiary, SU
Distribution, LLC, we have purchased advertising time on television for sales
through infomercials as well as sales through the website
www.strippersuntamed.com. During the first quarter of 2005, SUD had
approximately $465 in sales. We are exploring additional means of distribution
for the project in order to maximize sales and revenues.

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

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

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

Operating Results for the Quarters Ended March 31, 2005 and 2004

We realized $466 in revenue for the quarter ended March 31, 2005 relating to the
beginning of our sales efforts of our project, versus no revenue for the quarter
ended March 31, 2004.

Operating expenses decreased from $113,165 in the first quarter of 2004 to
$37,913 in the first quarter of 2005. This substantial decrease was due
primarily to a reduction in fees resulting from the termination of NT Media's
agreement with Astor as described in Note 7 to the unaudited financial
statements.

We realized an operating loss of $37,447 for the quarter ended March 31, 2005
compared to an operating loss of $113,165 in the same quarter of 2004. This
operating loss for the quarter ended March 31, 2005 reflects the significant
decrease in operating expenses during the first quarter of 2005 compared to the
first quarter of 2004.

The excess of Other Expenses versus Other Income increased to $79,313 in the
quarter ended March 31, 2005 from $15,227 in the same quarter of 2004. This was
due to interest expense and the amortization of loan fees in the first quarter
ended March 31, 2005 compared to the first quarter ended March 31, 2004.



                                       11
<PAGE>

Our total net loss for the first quarter of 2005 decreased from a net loss of
$128,392 in the quarter ended March 31, 2004 to a total net loss of $111,833 in
the quarter ended March 31, 2005.

In addition to our current activities, we plan to increase our business
operations and revenue generation from the distribution of our projects and the
production of new projects.

Off-Balance Sheet Arrangements
------------------------------

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

Liquidity and Sources of Capital

We have incurred significant operating losses for the last three fiscal years
and, as of March 31, 2005, we had an accumulated deficit of $4,069,634. At March
31, 2005 we had $40,608 of cash or cash equivalents and a net working capital
deficit of $1,879,462.

During the last three years, we and our wholly-owned subsidiary, Ecast, have
been dependent on borrowed or invested funds in order to finance our ongoing
operations. As of March 31, 2005, 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. Such notes had been issued to two of
our major stockholders. $604,000 of these two loans are now classified as
current liabilities. During the three months ended March 31, 2005, we borrowed a
total of $50,000 at interest rates of 10% per year. Prior to 2005 we issued
stock in payment for services valued at $229,000 and $423,000 for loan fees. We
anticipate having to continue to borrow funds or obtain additional equity
capital to provide our working capital.

The audit report of our independent accountants for the year ended December 31,
2004 includes a "going concern" explanatory paragraph. In the accountant's
opinion, the accumulated net deficit as of December 31, 2004, raised substantial
doubt about our ability to continue as a going concern. We require approximately
$2.04 million to repay our indebtedness in the next 12 months.

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



                                       12
<PAGE>

As of March 31, 2005, our principal commitments include an obligation under a
month-to-month lease of $500 per month for our corporate offices. If adequate
funds are not otherwise available, management believes that its officers and
directors will contribute capital amounts necessary to fund our ongoing
expenses, however, our officers and directors are under no obligation to do so.
If we are unable to pay our debt as it becomes due and are unable to obtain
financing on terms acceptable to us, or at all, we will not be able to
accomplish any or all of our initiatives and will be forced to consider steps
that would protect our assets against our creditors.

Critical Accounting Policies

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

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

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


                                       13
<PAGE>

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

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


                                       14
<PAGE>

Factors Affecting Future Operating Results

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

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

Our independent auditors' report, dated April 28, 2005, includes an explanatory
paragraph relating to substantial doubt as to our ability to continue as a going
concern, due to our working capital deficit at December 31, 2004. We have
experienced operating losses since the date of the auditors' report and in prior
years. Our auditors report may impede our ability to raise additional capital on
terms acceptable to us. If we are unable to obtain financing on terms acceptable
to us, or at all, we will not be able to accomplish any or all of our
initiatives and will be forced to consider steps that would protect our assets
against our creditors. If we are unable to continue as a going concern, your
entire investment in us could be lost.

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

If we cannot raise additional capital, we will not be able to repay our debt or
pursue our business strategies as scheduled, or at all, and we may cease
operations. We have been unable to pay all of our creditors and certain other
obligations in accordance with their terms. In the aggregate, as of March 31,
2005, we had approximately 2.04 million in debt obligations, including interest,
owing within the next 12 months. As of March 31, 2005, we have verbal extensions
with respect to approximately $1.7 million of this debt to a date to be mutually
agreed upon by us and each of the respective noteholders. However, we cannot
assure you that any of these noteholders will continue to extend payment of
these debt obligations or ultimately agree to revise the terms of this debt to
allow us to make scheduled payments over an extended period of time. We have
limited cash on hand and we do not expect to generate material cash from
operations within the next 12 months. We have attempted to raise additional
capital through debt or equity financings and to date have had limited success.
The down-trend in the financial markets has made it extremely difficult for us
to raise additional capital. In addition, our common stock trades on The Over
the Counter Bulletin Board which makes it more difficult to raise capital than
if we were trading on the Nasdaq Stock Market. Also, our default in repaying our
debt restricts our ability to file registration statements, including those
relating to capital-raising transactions, on Form S-3, which may make it more
difficult for us to raise additional capital. If we are unable to obtain
financing on terms acceptable to us, or at all, we will not be able to
accomplish any or all of our initiatives and will be forced to consider steps
that would protect our assets against our creditors.

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

                                       15
<PAGE>

We have incurred losses since inception and have not generated sufficient
revenues to cover our expenses during 2003 and 2004. We had an accumulated
deficit of approximately $4.07 million as of March 31, 2005. During the fiscal
2004, we incurred a net loss of approximately $1.45 million. Achieving
profitability depends upon numerous factors, including out ability to raise
additional capital in order to produce projects, which in turn will generate
sales. We do not anticipate that we will be profitable in fiscal 2005. As a
result of the losses and negative cash flows from operations, our ability to
continue operations will depend on our ability to generate increased revenues
and the availability of outside financing for working capital. If we are unable
to generate sufficient revenues in the near future to cover our expenses or
obtain outside capital to cover operating expenses, we may be unable to expand
or maintain business operations.

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

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

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

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

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

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

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


                                       16
<PAGE>

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

Our stock price is volatile.

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

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

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

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

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

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

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

                                       17
<PAGE>

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

ITEM 3. CONTROLS AND PROCEDURES

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

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


                                       18
<PAGE>

                           PART II - OTHER INFORMATION

ITEM  1. LEGAL PROCEEDINGS

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

ITEM  2. CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
         SECURITIES

None.

ITEM  3. DEFAULTS ON INDEBTEDNESS

None.

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

None.

ITEM  5. OTHER INFORMATION

None.

ITEM  6. EXHIBITS

      (a)   Exhibits:

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

            32.1  Certification by CEO and CFO pursuant to Section 906 of the
                  Sarbanes- Oxley Act of 2002

                                       19
<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Dated:  June 14, 2005           NT MEDIA CORP. OF
                                   CALIFORNIA, INC.

                                   /s/ Chris Briggs
                                   ----------------------------------------
                                   Chris Briggs, President, Chief Executive
                                   Officer, and Acting Chief Financial Officer


                                       20