<PAGE>

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

                                    FORM 10-Q

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

               For the quarterly period ended: September 30, 2009

                                       OR

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

                   For the transition period from ___ to ____

                         Commission File Number 0-31012

                       NT MEDIA CORP. OF CALIFORNIA, INC.
           (NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

          Delaware                                       94-3357128
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

           7800 Oceanus Drive
         Los Angeles, California                          90046
----------------------------------------    ------------------------------------
(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 the past 90 days. Yes [X] No [_]

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [X] NO [_]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one): Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer|_|
Smaller reporting company |X|

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

Number of shares outstanding as of November 10, 2009: 25,180,329 common shares.

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

                                      -1-

<PAGE>
<TABLE>
<S>     <C>

                                                   FORM 10-Q

                                                     INDEX

                                                                                                             Page No.
                                                                                                            -----------
PART I.   Financial
          Information
          Item 1.           Consolidated Financial Statements (unaudited) :                                           3
                            Notes to Consolidated Financial Statements                                                7

          Item 2.           Management's Discussion and Analysis of Financial Condition and Results of
                            Operations.                                                                              16

          Item 3.           Quantitative and Qualitative Disclosures About Market Risk.                              21

          Item 4T.          Controls and Procedures.                                                                 21

PART II.  Other Information
          Item 1.           Legal Proceedings                                                                        22

          Item 1A           Risk Factors                                                                             22

          Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds                              22

          Item 3.           Defaults Upon Senior Securities                                                          23

          Item 4.           Submission of Matters to a Vote of Security Holders                                      23

          Item 5.           Other Information                                                                        23

          Item 6.           Exhibits                                                                                 23

SIGNATURES


                                      -2-

<PAGE>

               NT Media Corp. of California, Inc. and Subsidiaries

                          (A Development Stage Company)
                           Consolidated Balance Sheets


                                                              September 30, 2009    December 31, 2008
                                                                 (UNAUDITED)
                                                                 -----------           -----------
                         ASSETS

CURRENT ASSETS
     Cash and cash equivalents                                   $     9,667           $       280
     Prepaid Expenses                                                     --                 5,117

                                                                 -----------           -----------
TOTAL CURRENT ASSETS                                             $     9,667           $     5,397
                                                                 ===========           ===========



            LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Accounts payable                                            $   468,113           $   435,289
     Accrued liabilities                                             508,805               430,504
     Accrued liabilities to related parties                          952,486               811,104
     Notes payable                                                   714,600               749,100
     Notes payable, related party                                     51,988               201,000
     Convertible notes payable                                       282,200               282,200
     Convertible notes payable, related party                        625,600               625,600
     Accrued litigation settlement                                   113,178               113,178

                                                                 -----------           -----------
TOTAL CURRENT LIABILITIES                                          3,716,970             3,647,975
                                                                 -----------           -----------

LONG-TERM LIABILITIES
     Note Payable                                                     84,000                33,000
                                                                 -----------           -----------

TOTAL LIABILITES                                                   3,800,970             3,680,975
                                                                 -----------           -----------

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; 1,000,000,000 shares
       authorized; 23,286,312 shares issued and outstanding           23,286                 5,888
     Additional paid-in capital                                    3,352,406             2,944,714
     Deficit accumulated during the development stage             (7,166,995)           (6,626,180)

                                                                 -----------           -----------
TOTAL STOCKHOLDERS' DEFICIT                                       (3,791,303)           (3,675,578)
                                                                 -----------           -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                      $     9,667           $     5,397
                                                                 ===========           ===========



                         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)

                                                        Three months ended
                                                  --------------------------------
                                                  September 30,      September 30,
                                                       2009              2008
                                                  ------------       ------------
REVENUES                                          $         --       $         --
                                                  ------------       ------------

COSTS AND EXPENSES
             General and administrative                 93,737            118,526
                                                  ------------       ------------
TOTAL COSTS AND EXPENSES                                93,737            118,526
                                                  ------------       ------------

LOSS FROM OPERATIONS                                   (93,737)          (118,526)

OTHER INCOME (EXPENSE)
             Interest expense                          (43,270)           (33,914)
             Interest expense, related party           (59,384)           (11,509)
                                                  ------------       ------------
TOTAL OTHER INCOME (EXPENSE)                          (102,654)           (45,423)
                                                  ------------       ------------

LOSS BEFORE PROVISION FOR INCOME TAXES                (196,391)          (163,949)
AND NONCONTROLLING INTEREST

PROVISION FOR INCOME TAXES                                  --                 --
                                                  ------------       ------------

LOSS BEFORE NON-CONTROLLING INTEREST                  (196,391)          (163,949)

LESS: LOSS ATTRIBUTABLE TO NON-CONTROLLING
INTEREST                                                    --                 --
                                                  ------------       ------------

NET LOSS ATTRIBUTABLE TO NT MEDIA CORP. OF
  CALIFORNIA, INC. AND SUBSIDIARIES               $   (196,391)      $   (163,949)
                                                  ============       ============

NET (LOSS) PER SHARE:
             BASIC AND DILUTED                    $      (0.01)      $      (0.03)
                                                  ============       ============

WEIGHTED AVERAGE SHARES OUTSTANDING:
             BASIC AND DILUTED                      15,570,028          5,449,002
                                                  ============       ============


          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)



                                                                          Nine months ended            Cumulative from
                                                                  ---------------------------------        June 4,
                                                                   September 30,      September 30,  1999 (inception) to
                                                                        2009              2008        September 30, 2009
                                                                   ------------       ------------       ------------

REVENUES                                                           $         --       $         --       $    385,997
                                                                   ------------       ------------       ------------

COSTS AND EXPENSES
           General and administrative                                   286,772            233,038          5,538,504
           Depreciation and amortization                                     --                 --            132,077
           Impairment of film costs                                          --                 --            156,445
           Impairment of related party receivables                           --                 --             35,383
           Inventory Write-down                                              --                                24,820
           Loss on litigation settlement                                     --                 --            100,000
                                                                   ------------       ------------       ------------
TOTAL COSTS AND EXPENSES                                                286,772            233,038          5,987,229
                                                                   ------------       ------------       ------------

LOSS FROM OPERATIONS                                                   (286,772)          (233,038)        (5,601,232)

OTHER INCOME (EXPENSE)
           Interest income, related party                                    --                 --             23,154
           Interest expense                                            (175,091)           (81,163)          (749,579)
           Interest expense, related party                              (78,152)           (30,427)          (453,277)
           Loan fees                                                         --                 --           (616,000)
           Debt forgiven                                                     --                 --            290,595
           Legal fees forgiven                                               --                 --             12,296
           Provision for common stock subscription receivable                --                 --            (91,552)
                                                                   ------------       ------------       ------------
TOTAL OTHER INCOME (EXPENSE)                                           (253,243)          (111,590)        (1,584,363)
                                                                   ------------       ------------       ------------

LOSS BEFORE PROVISION FOR INCOME TAXES                                 (540,015)          (344,628)        (7,185,595)
AND NONCONTROLLING INTEREST

PROVISION FOR INCOME TAXES                                                  800                800             14,400
                                                                   ------------       ------------       ------------

LOSS BEFORE NON-CONTROLLING INTEREST                                   (540,815)          (345,428)        (7,199,995)

LESS: LOSS ATTRIBUTABLE TO NON-CONTROLLING
INTEREST                                                                     --                 --             33,000
                                                                   ------------       ------------       ------------

NET LOSS ATTRIBUTABLE TO NT MEDIA CORP. OF
  CALIFORNIA, INC. AND SUBSIDIARIES                                $   (540,815)      $   (345,428)      $ (7,166,995)
                                                                   ============       ============       ============

NET (LOSS) PER SHARE:
           BASIC AND DILUTED                                       $      (0.05)      $      (0.10)
                                                                   ============       ============

WEIGHTED AVERAGE SHARES OUTSTANDING:
           BASIC AND DILUTED                                         11,385,948          3,575,370
                                                                   ============       ============


                               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)


                                                                     Nine months ended           Cumulative from
                                                              --------------------------------       June 4,
                                                              September 30,     September 30,  1999 (inception) to
                                                                   2009             2008        September 30, 2009
                                                              ------------      ------------       ------------

CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
   Net loss before non-controlling interest                   $  (540,815)      $  (345,428)      $(7,199,995)
   Adjustments to reconcile net loss to net cash
    used in operating activities:
     Depreciation and amortization                                     --                --           132,077
     Impairment loss                                                   --                --           336,773
     Inventory write-down                                              --                --            24,820
     Impairment of related party receivables                           --                --            35,383
     Operating expenses paid by reducing note receivable               --                --            10,000
     Stock issued for services                                     60,000            22,560           942,343
     Deferred compensation                                             --            (3,780)           10,417
     Stock issued for loan fees                                        --                --           423,000
     Stock options issued for services                                 --                --            60,370
     Legal fees forgiven                                               --                --           (12,296)
     Debts forgiven                                                    --                --          (290,595)
     Provision for common stock subscription receivable                --                --            89,468
     Beneficial conversion of debt and accrued interest           145,463            11,250           266,749
   Changes in assets and liabilities:
    Interest receivable                                                --                --           (19,986)
    Inventory                                                          --                --           (24,820)
    Prepaid Expenses                                                5,117            (4,200)               --
    Other assets                                                       --                --           (24,000)
    Litigation settlement                                              --                --           100,000
    Accounts payable and accrued expenses                         113,252            95,448         1,347,466
    Accrued expenses, related party                               141,382            36,891           909,063

                                                              -----------       -----------       -----------
Net cash (used in) operating activities                           (75,601)         (187,259)       (2,883,763)
                                                              -----------       -----------       -----------

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

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

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
   Proceeds from issuance of common stock                              --                --         1,254,154
   Proceeds from equity investment of minority interest                                                33,000
   Payment of offering costs                                           --                --           (66,450)
   Proceeds from notes payable                                     84,000           191,657         1,137,516
   Proceeds from notes payable, related party                      48,688           287,379           629,680
   Payments of notes payable                                                       (201,916)         (201,916)
   Payments of notes payable, related party                       (47,700)          (88,500)         (355,502)
   Proceeds from issuance of convertible notes                         --                --           917,800

                                                              -----------       -----------       -----------
Net cash provided by financing activities                          84,988           188,620         3,348,282
                                                              -----------       -----------       -----------

NET INCREASE IN CASH AND
   CASH EQUIVALENTS                                                 9,387             1,361             9,667

CASH AND CASH EQUIVALENTS,
   Beginning of period                                                280               266                --
                                                              -----------       -----------       -----------
CASH AND CASH EQUIVALENTS,
   End of period                                              $     9,667       $     1,627       $     9,667
                                                              ===========       ===========       ===========

SUPPLEMENTAL DISCLOSURES OF
   CASH FLOW INFORMATION:
   Cash paid during the period for:
   Interest paid                                              $        --       $    19,603       $    21,511
                                                              ===========       ===========       ===========
   Income taxes paid                                          $        --       $        --       $     4,000
                                                              ===========       ===========       ===========

   NONCASH FINANCING ACTIVITIES:
   Beneficial conversion of debt and accrued interest         $   145,463       $    11,250       $   266,749
                                                              ===========       ===========       ===========
   Stock issued for services                                  $    60,000       $    22,560       $   942,343
                                                              ===========       ===========       ===========
   Stock issued for loan fees                                 $        --       $        --       $   423,000
                                                              ===========       ===========       ===========
   Stock options issued for services                          $        --       $        --       $    60,370
                                                              ===========       ===========       ===========


                          See accompanying notes to consolidated financial statements.
</TABLE>
                                                     -6-

<PAGE>

                NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2009


NOTE 1.  BASIS OF PRESENTATION

The unaudited consolidated financial statements were prepared by NT Media Corp.
of California, Inc. and its wholly owned subsidiary, eCast Media Corporation,
Inc. (together, the "Company"), in accordance with generally accepted accounting
principles for interim financial information and with the instructions for Form
10-Q and Regulation S-X as promulgated by the Securities and Exchange Commission
("SEC"). Accordingly, these consolidated financial statements do not include all
disclosures required by generally accepted accounting principles in the United
States of America ("US GAAP") for complete financial statements. These unaudited
interim consolidated financial statements should be read in conjunction with the
audited consolidated financial statements and the notes thereto include on Form
10-K for the period ended December 31, 2008. In the opinion of management, the
unaudited interim consolidated financial statements furnished herein include all
adjustments, all of which are of a normal recurring nature, necessary for a fair
statement of the results for the interim period presented. The results of the
nine months ended September 30, 2009 are not necessarily indicative of the
results to be expected for the full year ending December 31, 2009.

Reclassifications

Certain prior period amounts were reclassified to conform to current period
presentation, none of which changed total assets, stockholders' equity
(deficit), net loss, or net loss per share.

NOTE 2.  GOING CONCERN AND MANAGEMENT'S PLAN

The accompanying unaudited consolidated financial statements have been prepared
in conformity with US GAAP, which contemplates continuation of the Company as a
going concern. As of and for the periods ended September 30, 2009, the Company
incurred a net loss, had accumulated and had working capital deficits. These
conditions raise substantial doubt as to the Company's ability to continue as a
going concern. These consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty. These
unaudited consolidated financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts, or
amounts and classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.

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

NT Media Corporation of California, Inc. is a Delaware corporation incorporated
on March 14, 2000. We are focused on development, production and distribution of
programming in the entertainment industry including creating music platforms and
skilled gaming in the United States and abroad and vertical social and
professional networks. The Company intends to continue to develop media and
entertainment assets and channels going forward. While the Company's Board of
Directors ("Board") has not determined to acquire or invest in any new
technology opportunities to date, we may in the future, seek to expand the
Company's operations by engaging in acquisitions, joint ventures or strategic
investments in technology ventures as approved by the Company's Board.

                                      -7-

<PAGE>

                NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2009


The Company is evolving as a leader in the development of destination websites
that engage users and inspire loyalty. The Company does this by launching a wide
array of websites that take advantage of the Worldwide Web's ability to reach
users with information, services and products that encourages interaction
between the visitor and the websites.

Using Web 2.0 techniques and technologies, the Company plans to create web
applications, software and thus websites for the exchange of information. Social
Networking sites like MySpace, FaceBook, Wikipedia and YouTube deliver large
audiences with little investment in content creation because their users develop
and post the material. These sites have changed how people meet, interact and
share information. Blogs have made it possible to post content on subjects
easily, and invite audience participation with responses. Classified advertising
sites such as Ebay and Craigslist have changed how people shop for goods and
services, making it easier for small business owners and entrepreneurs to
compete. The Company develops websites in these genres, and others, meeting the
challenge of the Web 2.0 marketplace.

The first site launched in August of 2008, is NeuroTrash.TV. It is a
video-sharing site targeting young adults between 18 and 35. Users will be able
to post and share videos on the site as well as take advantage of
NeuroTrash.TV's video player to place videos on their own sites, Social
Networking profile pages and blogs. The site has a social networking component
providing information on the site's users and contributors. Other sites to be
developed include social networking sites on specific subjects such as a revised
version of single dads, a meeting place for single fathers to connect and share
information. More sites will be launched as target audiences and demographics
are identified and as the Company's financial resources allow.

The Company's revenue model is based on standard display banner ads, in-stream
video advertising, product sales, and services. One feature of the NeuroTrash.TV
website is the ability to earn revenue from video ads embedded in other websites
on which our users place videos. Other revenue sources include marketing
services, products and offers from other NT Media-owned sites such as
ntmedia.storeblocks.com a music download site, and lead generation for goods and
services such as new and used car prices, insurance, travel, loans and more.

In January 2008, the Company entered into an employment agreement with Mr. Ali
Moussavi. As part of the agreement Mr. Moussavi's services include acting as the
Chairman of the Board, Chief Executive Officer and President of the Company. On
May 15, 2008, Mr. Moussavi and the Company, with the approval of the Board
memorialized the conditions by entering into a final employment agreement (the
"Moussavi Agreement"), under which Mr. Moussavi would continue to provide
services as Chief Executive Officer and President of the Company on a full time
basis. The material terms of the Moussavi Agreement are described below.

                                      -8-

<PAGE>

                NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2009


The Moussavi Agreement has a five-year term, providing a base salary of $150,000
per year, which may be increased at the sole discretion of the Board on each
anniversary thereafter, or from time-to-time at the sole discretion of the
Board. Upon reaching certain milestones, as determined in good faith by the
Board, Mr. Moussavi may also receive an annual bonus up to the amount of his
base salary. The Company also granted Mr. Moussavi an option to purchase
1,000,000 shares of Company Common Stock at $0.35 per share. The option is fully
vested as of the date hereof. Mr. Moussavi is also entitled to five weeks paid
vacation, the use of an automobile that may be selected by Mr. Moussavi and
approved by the Board, the reimbursement of up to $1,500 for Mr. Moussavi's
membership dues at two health clubs and one country club to be selected by Mr.
Moussavi, and the reimbursement of up to $100,000 for the first year of Mr.
Moussavi's employment for the cost of entertainment provided by Mr. Moussavi to
the Company's customers, vendors, employees and strategic partners, which may be
increased by 5% per annum starting January 1, 2009, and each year thereafter at
Mr. Moussavi's sole discretion. Additionally, Mr. Moussavi may be entitled to
reimbursement from the Company for reasonable costs and expenses incurred in
connection with the performance of the duties and obligations provided for under
the Moussavi Agreement.

In January 2009, the Company announced it acquired the Michael Jackson themed
video network, www.michaeljackson-video.info. The website is expected to
accumulate videos of the late King of Pop onto an easy-to-use platform. Fans
will be able to view and post popular videos, as well as share them on their own
websites and social networks.

In October 2009, the Company announced it will produce an original comedy series
exclusively available on its alternative-format video-sharing site NeuroTrash.tv
as part of an ongoing program to publish and distribute original content. The
video, currently in production, features anecdotal nightlife experiences with
the comedic performances of an ensemble cast and is scheduled to be released
during the first part of 2010.


NOTE 3.  RECENTLY ISSUED ACCOUNTING STANDARDS

In December 2007, the Financial Accounting Standards Board ("FASB") issued
guidance under Accounting Standards Codification 810 (formerly Statement of
Financial Accounting Standards No. 160 ("SFAS No. 160"), Noncontrolling
Interests in Consolidated Financial Statements, an amendment of Accounting
Research Bulletin No. 51), which establishes new standards governing the
accounting for and reporting on noncontrolling interests ("NCIs") in partially
owned consolidated subsidiaries and the loss of control of subsidiaries. Certain
provisions of this Accounting Standards Codification ("ASC") indicate, among
other things: that NCIs (previously referred to as minority interests) be
treated as a separate component of equity, not as a liability; that increases
and decreases in the parent's ownership interest that leave control intact be
treated as equity transactions, rather than a step acquisition or dilution gains
or losses; and that losses of a partially owned consolidated subsidiary be
allocated to the NCI even when such allocation might result in a deficit
balance. This guidance also requires changes to certain presentation and
disclosure requirements and is effective for fiscal years and annual periods
beginning after December 15, 2008. The Company adopted the requirements of this
ASC as of the beginning of its calendar year 2009 which did not have a material
impact on its financial statements.

                                      -9-

<PAGE>

                NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2009


In March 2008, the FASB issued guidance under ASC 855 (formerly SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities, an amendment of
SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities)
which is intended to improve transparency in financial reporting by requiring
enhanced disclosures of an entity's derivative instruments and hedging
activities and their effects on the entity's financial position, financial
performance and cash flows. This ASC applies to all derivative instruments
within the scope of SFAS No. 133 as well as related hedged items, bifurcated
derivatives and nonderivative instruments that are designated and qualify as
hedging instruments. Entities with instruments subject to the provisions of this
ASC must provide more robust qualitative disclosures and expanded quantitative
disclosures. This ASC is effective prospectively for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008. The
Company adopted this ASC as of the beginning of its calendar year 2009 which did
not have a material impact on its financial statements.

In May 2009, the FASB issued guidance under ASC 855 (formerly SFAS No. 165,
Subsequent Events) which establishes general standards of accounting for, and
disclosure of, events that occur after the balance sheet date but before
financial statements are issued. This guidance affirms that an entity that has a
current expectation of widely distributing its financial statements to
shareholders and other financial statement users, including public entities,
shall evaluate subsequent events through the date that the financial statements
are issued, and disclose that date. It provides that an entity shall recognize
in the financial statements the effects of all subsequent events that provide
additional evidence about conditions that existed at the date of the balance
sheet, including the estimates inherent in the process of preparing financial
statements. It also provides that an entity shall not recognize subsequent
events that provide evidence about conditions that did not exist at the balance
sheet date, although it does state that certain nonrecognized subsequent events
are of such a nature that they must be disclosed to keep the financial
statements from being misleading. This ASC is effective for interim or annual
financial periods ending after June 15, 2009. As this guidance is modeled after
the same principles as the subsequent event guidance already existing in the
auditing literature, the adoption of this ASC effective the quarter ended
September 30, 2009 did not have a significant impact on the Company's
consolidated financial statements.

In June 2009, the FASB issued guidance under ASC 860 (formerly SFAS No. 166,
Accounting for Transfers of Financial Assets) which will require more
information about transfer of financial assets, including securitization
transactions, and where entities have continuing exposure to the risks related
to transferred financial assets. It eliminates the concept of a "qualifying
special-purpose entity", changes the requirements for derecognizing financial
assets and requires additional disclosures. This ASC will be effective at the
start of a reporting entity's first fiscal year beginning after November 15,
2009, or January 1, 2010, for a calendar year-end entity. Early application is
not permitted. The Company will adopt the provisions of this ASC effective
January 1, 2010 and is currently evaluating the affect of this ASC, if any, on
its consolidated financial statements.

                                      -10-

<PAGE>

                NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2009


In June 2009, the FASB issued guidance under ASC 810 (formerly SFAS No. 167,
Amendments to FASB Interpretation No. 46(R)) which changes how a reporting
entity determines when an entity that is insufficiently capitalized or is not
controlled through voting, or similar rights, should be consolidated. The
determination of whether a reporting entity is required to consolidate another
entity is based on, among other things, the other entity's purpose and design
and the reporting entity's ability to direct the activities of the other entity
that most significantly impact the other entity's economic performance. This ASC
will require a reporting entity to provide additional disclosures about its
involvement with variable interest entities and any significant changes in risk
exposure due to that involvement. The provisions of this ASC will be effective
at the start of a reporting entity's first fiscal year beginning after November
15, 2009, or January 1, 2010, for a calendar year-end entity. Early application
is not permitted. The Company will adopt this ASC effective January 1, 2010 and
is currently evaluating the affect, if any, on its consolidated financial
statements.

In June 2009, the FASB issued guidance under ASC 105 (formerly SFAS 168, The
FASB Accounting Standards Codification and the Hierarchy of General Accepted
Accounting Principles - a replacement of FASB Statement No. 162) which
establishes the source of authoritative U.S. generally accepted accounting
principles recognized by the FASB to be applied by nongovernmental entities.
This ASC is effective for financial statements issued for interim or annual
periods ending after September 15, 2009. The Company adopted this ASC effective
the quarter ended September 30, 2009 which did not have a significant impact on
the Company's consolidated financial statements.

In August 2009, the FASB issued Accounting Standards Update ("ASU") 2009-05
which provides guidance on measuring liabilities at fair value. This ASU
clarifies how an entity should measure the fair value of liabilities and is
effective for the first reporting period after August 26, 2009. The Company
adopted this ASC effective the quarter ended September 30, 2009 which did not
have a material impact on its financial statements.


NOTE 4.  NOTES PAYABLE - RELATED PARTY

During the quarter ended September 30, 2009, the Company issued notes totaling
$24,987 to various related parties having no stated interest rate due on various
dates through September 2010.

Also during the quarter ended September 30, 2009, the Company entered into an
agreement with its President to convert $150,000 in principal amount due under a
note into the Company's Common Stock. A total of 10,000,000 shares were issued
to effect the conversion which was done at a discounted price resulting in
interest expense in the amount of $50,000 being recognized in the current
quarter.

                                      -11-

<PAGE>

                NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2009


At September 30, 2009, notes payable, all currently due, to related parties
consisted of the following:

Notes payable to the Company's President,
  Non-interest bearing, due through September 2010                   $  36,779
Non-interest bearing notes payable due through
  September 2010                                                         9,209
Non-interest bearing notes payable due on demand                         6,000
                                                                     ---------
Currently due                                                        $  51,988
                                                                     =========


NOTE 5.  NOTES PAYABLE

During the quarter ended September 30, 2009, the Company issued two notes
totaling $30,000 bearing interest at 12% due through September 2011.

Also during the quarter ended September 30, 2009, the Company entered into
agreements with certain note holders to convert an aggregate of $21,500 in
principal amounts due under the notes into the Company's Common Stock. A total
of 2,725,238 shares were issued to effect the conversions which were done at
discounted prices resulting in additional interest expense of $15,990 being
recognized in the current quarter.

At September 30, 2009, notes payable to non-related parties consisted of the
following:

Notes payable bearing interest at 12%, due through September 2011   $  598,850
Notes payable bearing interest at 10%, due on demand                   161,000
Notes payable bearing interest at 12.5%, due on demand                  38,750
                                                                    ----------
Total due                                                              798,600
Currently due                                                          714,600
                                                                    ----------
Long-term                                                           $   84,000
                                                                    ==========

NOTE 6.  CONVERTIBLE NOTES PAYABLE

At September 30, 2009, convertible notes payable, bearing interest at 6%,
totaled $282,000 and are all currently due.

                                      -12-

<PAGE>

                NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2009


NOTE 7.  CONVERTIBLE NOTES PAYABLE - RELATED PARTIES

At September 30, 2009 , convertible notes payable to related parties, bearing
interest at 6%, totaled $625,600 and are all currently due.

Interest expense for the three and nine months ended September 30, 2009 totaled
$9,834 and $28,152, respectively.


NOTE 8.  STOCK ISSUANCES

During the nine months ended September 30, 2009, we converted an aggregate of
$219,627 in principal and interest due under various notes into the Company's
common stock. We issued a total of 15,797,428 shares to effect the conversions
and recognized a total of $145,463 in additional interest expense in connection
with the conversions.

On July 22, 2009, the Company issued 481,481 shares of Common Stock to a note
holder to convert $1,300 in principal amount due under a note dated July 10,
2008. The holder took the shares for investment purposes without a view to
distribution and had access to information concerning the Company's business and
prospects, as required by the Securities Act of 1933, as amended (the "Act"). In
addition, there was no general solicitation or advertising for the issuance of
the shares. The holder was permitted access to our management for the purpose of
acquiring investment information. Due to the holder's status as a sophisticated
party and its dealings with companies similar to ours, we deem the holder
sophisticated for the purposes of Section 4(2) of the Act.

On August 4, 2009, the Company issued 478,261 shares of Common Stock to a note
holder to convert $2,200 in principal amount due under a note dated July 10,
2008. The holder took the shares for investment purposes without a view to
distribution and had access to information concerning the Company's business and
prospects, as required by the Securities Act of 1933, as amended (the "Act"). In
addition, there was no general solicitation or advertising for the issuance of
the shares. The holder was permitted access to our management for the purpose of
acquiring investment information. Due to the holder's status as a sophisticated
party and its dealings with companies similar to ours, we deem the holder
sophisticated for the purposes of Section 4(2) of the Act.

On August 11, 2009, the Company issued 312,500 shares of Common Stock to a note
holder to convert $6,250 in principal amount due under a note dated June 12,
2008. The holder took the shares for investment purposes without a view to
distribution and had access to information concerning the Company's business and
prospects, as required by the Securities Act of 1933, as amended (the "Act"). In
addition, there was no general solicitation or advertising for the issuance of
the shares. The holder was permitted access to our management for the purpose of
acquiring investment information. Due to the holder's status as a sophisticated
party and its dealings with companies similar to ours, we deem the holder
sophisticated for the purposes of Section 4(2) of the Act.

                                      -13-

<PAGE>

                NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2009


On August 19, 2009, the Company issued 479,540 shares of Common Stock to a note
holder to convert $3,750 in principal amount due under a note dated July 10,
2008. The holder took the shares for investment purposes without a view to
distribution and had access to information concerning the Company's business and
prospects, as required by the Securities Act of 1933, as amended (the "Act"). In
addition, there was no general solicitation or advertising for the issuance of
the shares. The holder was permitted access to our management for the purpose of
acquiring investment information. Due to the holder's status as a sophisticated
party and its dealings with companies similar to ours, we deem the holder
sophisticated for the purposes of Section 4(2) of the Act.

On August 27, 2009, the Company issued 10,000,000 shares of Common Stock to its
President to convert $150,000 in principal amount due under a note dated January
10, 2008. The holder took the shares for investment purposes without a view to
distribution and had access to information concerning the Company's business and
prospects, as required by the Securities Act of 1933, as amended (the "Act"). In
addition, there was no general solicitation or advertising for the issuance of
the shares.

On August 28, 2009, the Company issued 510,204 shares of Common Stock to a note
holder to convert $4,000 in principal amount due under a note dated July 10,
2008. The holder took the shares for investment purposes without a view to
distribution and had access to information concerning the Company's business and
prospects, as required by the Securities Act of 1933, as amended (the "Act"). In
addition, there was no general solicitation or advertising for the issuance of
the shares. The holder was permitted access to our management for the purpose of
acquiring investment information. Due to the holder's status as a sophisticated
party and its dealings with companies similar to ours, we deem the holder
sophisticated for the purposes of Section 4(2) of the Act.

On September 15, 2009, the Company issued 459,252 shares of Common Stock to a
note holder to convert $4,000 in principal amount due under a note dated July
10, 2008. The holder took the shares for investment purposes without a view to
distribution and had access to information concerning the Company's business and
prospects, as required by the Securities Act of 1933, as amended (the "Act"). In
addition, there was no general solicitation or advertising for the issuance of
the shares. The holder was permitted access to our management for the purpose of
acquiring investment information. Due to the holder's status as a sophisticated
party and its dealings with companies similar to ours, we deem the holder
sophisticated for the purposes of Section 4(2) of the Act.

                                      -14-

<PAGE>

                NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2009


NOTE 9.  EARNINGS (LOSS) PER SHARE

The Company computes earnings (loss) per common share in accordance with SFAS
No. 128, "Earnings per Share". 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. There were no options or warrants outstanding at
September 30, 2009 and 2008.

NOTE 10. SUBSEQUENT EVENTS

On October 6, 2009, the Company entered into an agreement with a note holder to
convert $4,000 in principal amount due under a note dated July 10, 2008 into the
Company's Common Stock and issued 481,928 shares to effect the conversion.

On October 8, 2009, the Company entered into an agreement with a note holder to
convert $33,000 in principal amount due under a note dated July 22, 2004 into
the Company's Common Stock and issued 1,120,000 shares to effect the conversion.

On October 14, 2009, the Company entered into an agreement with a note holder to
convert $6,000 in principal amount due under a note dated July 10, 2008 into the
Company's Common Stock and issued 236,264 shares to effect the conversion.

On October 30, 2009, the Company entered into an agreement with a note holder to
convert $5,750 in principal amount due under a note dated July 10, 2008 into the
Company's Common Stock and issued 55,825 shares to effect the conversion.

In October 2009, the Company partnered with Hollywood-based production companies
Sinahome Entertainment, LLC and Marble Step Production to produce a series of
comedy shorts. The webisodes, called "Straight Up With A Twist," will be
distributed on NT Media's alternative-format video sharing site NeuroTrash.tv.

In October 2009, the Company secured actress and Deal Or No Deal briefcase
model, Leyla Milani, for its exclusive original comedy series "Straight Up With
A Twist," produced for the alternative-format video-sharing site NeuroTrash.tv.
The Company secured Ms. Milani for filming 4 webisodes.

In November 2009, the Company commenced the production for "Straight Up With A
Twist," an original comedy webisode series to be launched on the company's
online entertainment channel NeuroTrash.tv. The Company has shot footage for
4 webisodes and has an option to engage the production company for additional
episodes in the future.

                                      -15-

<PAGE>

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

Forward-Looking Statements

THIS QUARTERLY REPORT ON FORM 10-Q, INCLUDING THE FOLLOWING MANAGEMENT'S
DISCUSSION AND ANALYSIS, AND OTHER REPORTS FILED BY THE REGISTRANT FROM TIME TO
TIME WITH THE SECURITIES AND EXCHANGE COMMISSION (COLLECTIVELY THE "FILINGS")
CONTAIN FORWARD-LOOKING STATEMENTS WHICH ARE INTENDED TO CONVEY OUR EXPECTATIONS
OR PREDICTIONS REGARDING THE OCCURRENCE OF POSSIBLE FUTURE EVENTS OR THE
EXISTENCE OF TRENDS AND FACTORS THAT MAY IMPACT OUR FUTURE PLANS AND OPERATING
RESULTS. THESE FORWARD-LOOKING STATEMENTS ARE DERIVED, IN PART, FROM VARIOUS
ASSUMPTIONS AND ANALYSIS WE HAVE MADE IN THE CONTEXT OF OUR CURRENT BUSINESS
PLAN AND INFORMATION CURRENTLY AVAILABLE TO US AND IN LIGHT OF OUR EXPERIENCE
AND PERCEPTIONS OF HISTORICAL TRENDS, CURRENT CONDITIONS AND EXPECTED FUTURE
DEVELOPMENTS AND OTHER FACTORS WE BELIEVE TO BE APPROPRIATE IN THE
CIRCUMSTANCES. YOU CAN GENERALLY IDENTIFY FORWARD-LOOKING STATEMENTS THROUGH
WORDS AND PHRASES SUCH AS "SEEK", "ANTICIPATE", "BELIEVE", "ESTIMATE", "EXPECT",
"INTEND", "PLAN", "BUDGET", "PROJECT", "MAY BE", "MAY CONTINUE", "MAY LIKELY
RESULT", AND SIMILAR EXPRESSIONS. WHEN READING ANY FORWARD-LOOKING STATEMENT YOU
SHOULD REMAIN MINDFUL THAT ALL FORWARD-LOOKING STATEMENTS ARE INHERENTLY
UNCERTAIN AS THEY ARE BASED ON CURRENT EXPECTATIONS AND ASSUMPTIONS CONCERNING
FUTURE EVENTS OR FUTURE PERFORMANCE OF OUR COMPANY, AND ARE SUBJECT TO RISKS,
UNCERTAINTIES, ASSUMPTIONS AND OTHER FACTORS RELATING TO OUR INDUSTRY AND
RESULTS OF OPERATIONS.

EACH FORWARD-LOOKING STATEMENT SHOULD BE READ IN CONTEXT WITH, AND WITH AN
UNDERSTANDING OF, THE VARIOUS OTHER DISCLOSURES CONCERNING OUR COMPANY AND OUR
BUSINESS MADE IN OUR FILINGS. YOU SHOULD NOT PLACE UNDUE RELIANCE ON ANY
FORWARD-LOOKING STATEMENT AS A PREDICTION OF ACTUAL RESULTS OR DEVELOPMENTS. WE
ARE NOT OBLIGATED TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT CONTAINED IN
THIS REPORT TO REFLECT NEW EVENTS OR CIRCUMSTANCES UNLESS AND TO THE EXTENT
REQUIRED BY APPLICABLE LAW.

Overview

The Company is evolving as a leader in the development of destination websites
that engage users and inspire loyalty. The Company is doing this by launching a
wide array of websites that take advantage of the Worldwide Web's ability to
reach users with information, services and products that encourages interaction
between the visitor and the websites.

                                      -16-

<PAGE>

Using Web 2.0 techniques and technologies, the Company plans to create web
applications, software and thus websites for the exchange of information. Social
Networking sites like MySpace, FaceBook, Wikipedia and YouTube deliver large
audiences with little investment in content creation because their users develop
and post the material. These sites have changed how people meet, interact and
share information. Blogs have made it possible to post content on subjects
easily, and invite audience participation with responses. Classified advertising
sites such as Ebay and Craigslist have changed how people shop for goods and
services, making it easier for small business owners and entrepreneurs to
compete. The Company develops websites in these genres, and others, meeting the
challenge of the Web 2.0 marketplace.

The first site launched in August of 2008, is NeuroTrash.TV. It is a
video-sharing site targeting young adults between 18 and 35. Users will be able
to post and share videos on the site as well as take advantage of
NeuroTrash.TV's video player to place videos on their own sites, Social
Networking profile pages and blogs. The site has a social networking component
providing information on the site's users and contributors. Other sites to be
developed include social networking sites on specific subjects such as a revised
version of single dads, a meeting place for single fathers to connect and share
information. More sites will be launched as target audiences and demographics
are identified and as the Company's financial resources allow.

In October 2009, the Company announced that it will produce an original comedy
series exclusively available on its alternative-format video-sharing site
NeuroTrash.tv as part of an ongoing program to publish and distribute original
content. The video, currently in production, will feature anecdotal nightlife
experiences with the comedic performances of an ensemble cast and is scheduled
to be released during the first part of 2010. The Company has shot footage for
4 webisodes and has an option to engage the production company for additional
episodes in the future.

The Company's revenue model is based on standard display banner ads, in-stream
video advertising, product sales, and services. One feature of the NeuroTrash.TV
website is the ability to earn revenue from video ads embedded in other websites
on which our users place videos. Other revenue sources include marketing
services, products and offers from other NT Media-owned sites such as
ntmedia.storeblocks.com a music download site, and lead generation for goods and
services such as new and used car prices, insurance, travel, loans and more.

Obtaining outside financing will continue to be necessary to meet the Company's
anticipated working capital needs for the foreseeable future. We anticipate the
Company's major stockholders will make capital investments or loans of
convertible debt to pay the Company's operating expenses for the foreseeable
future, but we cannot assure you they will commit to make the necessary capital
investments or loans. Given the Company's current financial position, for the
immediate future, we expect to operate the Company's 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 the Company's debt obligations or negotiate for the conversion of
some or all of the Company's debt into equity; however, there can be no
assurance that we will be successful.

                                      -17-

<PAGE>

Results of Operations

The Company is evolving as a leader in the development of destination websites
that engage users and inspire loyalty. The Company is doing this by launching a
wide array of websites that take advantage of the Worldwide Web's ability to
reach users with information, services and products that encourages interaction
between the visitor and the websites. The Company has also commenced launching
Targeted Social Networks on the internet. Social Networking sites deliver large
audiences with little investment in content creation because their users develop
and post the material. These sites have changed how people meet, interact and
share information. The Company has launched Single Dads, a social network
dedicated to exchange of information and ideas among single dads from around the
world. The Company anticipates cash requirements of approximately $4.2 million
in the next 12 months, the bulk of which would be put toward the repayment of
notes that would be due and servicing our debt. The remainder will be used for
marketing and professional services and personnel. We expect to raise the said
funds through private placements of debt and equity throughout the year, but
there can be no assurance that we will be successful in such private placements.

Over the next twelve-month period, we anticipate needing the following capital
amounts, broken down as follows:

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

Growth Capital for Acquired Subsidiaries                      $     245,000
Additional Employees                                          $      49,000
Marketing and Public Relations Campaigns                      $     147,000
Participation in Industry and Trade Functions                 $      24,500
Ongoing Operations                                            $     147,000
Capital needed for total amount of convertible
   notes reaching maturity (unless notes are extended)        $     907,800
Capital needed for total amount of notes payable
   reaching maturity (unless notes are extended)              $     766,588
Capital needed to pay accounts payable and accrued
   expenses due                                               $   1,929,404

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

OPERATING RESULTS FOR THE QUARTERS ENDED SEPTEMBER 30, 2009 AND 2008

Operating expenses decreased 21% to $93,737 for the quarter ended September 30,
2009 compared to $118,526 for the quarter ended September 30, 2008 as a result
of lower professional fees.

                                      -18-

<PAGE>

Other expenses, consisting of interest expense, for the quarter ended September
30, 2009 increased by $57,231 compared with the quarter ended September 30, 2008
primarily due to interest expense resulting from the conversion of principal
amounts due on certain notes payable to the Company's Common Stock during the
current year's quarter. Total interest expense recognized from the conversion of
principal amounts due under various notes as discussed in Notes 4 and 5 in the
quarter ended September 30, 2009 amounted to $65,990, compared with $11,500 for
the quarter ended September 30, 2008.

Net loss for the quarter ended September 30, 2009 of $196,391 increased by
$32,442 compared to the net loss of $163,949 for the quarter ended September 30,
2008 mainly as a result of increased interest expense discussed above.

OPERATING RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30 2009 AND 2008

Operating expenses increased by $53,734 or 23% for the nine months ended
September 30, 2009 compared to the nine months ended September 30, 2008
primarily as a result of the effects of compensation expense incurred under the
employment agreement with the Company's president and expense incurred under
consulting agreements entered into during current year.

Other expenses, consisting of interest expense, for the nine months ended
September 30, 2009 increased by $141,653 compared with the nine months ended
September 30, 2008 primarily due to interest expense resulting from the
conversion of principal and interest due on certain notes payable to the
Company's Common Stock during the current year's period. Total interest expense
recognized from such conversions amounted to $145,463 during the nine months
ended September 30, 2009, compared with $11,250 for the nine months ended
September 30, 2008.

Net loss for the nine months ended September 30, 2009 of $540,815 increased by
$195,387 compared to the net loss of $345,428 for the nine months ended
September 30, 2008 mainly as a result of compensation expense incurred under the
employment agreement with the Company's president and interest expense resulting
from the conversion of debt discussed above.

Off-Balance Sheet Arrangements

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

Liquidity and Capital Resources

We have incurred operating losses since inception. As of September 30, 2009, we
had an accumulated deficit of $7,166,995. At September 30, 2009, we had $9,667
in cash or cash equivalents and a net working capital deficit of $3,707,303.

During the last two years, the Company and its wholly-owned subsidiary, eCast
Media Corporation, Inc. ("eCast"), have been dependent on borrowed or invested
funds to finance their ongoing operations. As of September 30, 2009, eCast owed
$620,000 represented by 6% convertible notes and the Company owed $287,800
represented by 6% convertible notes. These notes were issued to two of the
Company's major stockholders. The balance of $907,800 is now classified as a
current liability. We anticipate we will continue borrowing funds or obtaining
additional equity financing to provide working capital.

                                      -19-

<PAGE>

During the nine months ended September 30, 2009, we converted an aggregate of
$219,627 in principal and interest due under various notes into the Company's
common stock. We issued a total of 15,797,428 shares to effect the conversions
and recognized a total of $145,463 in additional interest expense in connection
with the conversions.

The audit report of the Company's independent registered public accounting firm
for the year ended December 31, 2008 includes a "going concern" explanation. In
the auditor's opinion, the Company's limited operating history and the
accumulated net deficit as of December 31, 2008, raised substantial doubt about
the Company's ability to continue as a going concern. We require approximately
$3,600,000 in capital over the next twelve months to pay off accounts payable
and accrued expenses, and the convertible notes and notes payable reaching
maturity unless we are able to obtain additional extensions.

Due to our limited cash flow, operating losses and intangible assets, it is
unlikely 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 will probably not be able to sustain our operations. We have
no written agreements or contractual obligations in place which would require
our outside sources to continue to finance our operations. The NT Media and
eCast convertible notes payable 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 have been registered with the SEC and declared effective.
If they remain unpaid, the notes will automatically convert to Common Stock on
the fifth anniversary of their respective issuances. Thus, the current
convertible notes would be mandatorily converted during 2009 in the amount of
$907,800 unless they become eligible for conversion prior to that time, or have
been extended by the parties.

If adequate funds do not become available, management believes that its officers
and directors will contribute capital amounts necessary to fund the Company's
ongoing expenses; however, the Company's officers and directors are under no
obligation to do so. If we are unable to pay the Company's 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 the Company's initiatives and will
be forced to consider steps that would protect the Company's assets against
creditors.

Critical Accounting Policies

There were no critical accounting policies that by the nature of the estimates
or assumptions are material due to the levels of subjectivity and judgment
necessary to account for highly uncertain matters or the susceptibility of such
matters to change.

                                      -20-

<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a Smaller Reporting Company, the Company is not required to respond to this
Item 3.

ITEM 4T. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including or
Chief Executive Officer and Acting Chief Financial Officer (the "Certifying
Officer") we evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934 (the "Exchange Act")) as of the end of
the period covered by this report. Based upon that evaluation, our Certifying
Officer concluded that our disclosure controls and procedures were not effective
such that the information required to be disclosed by us in reports filed under
the Securities Exchange Act of 1934 is (a) recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms and (b)
accumulated and communicated to our management, including our chief executive
officer, as appropriate to allow timely decisions regarding disclosure.

Changes In Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of
1934, as amended) during the quarter ended September 30, 2009 that have
materially affected, or are reasonably likely to materially affect our internal
control over financial reporting.

Additional Disclosure Concerning Controls and Procedures

We currently believe the Company has material weaknesses in its disclosure
controls and procedures. We will continue to work in the coming weeks and months
to address such weaknesses. We believe that the out-of-pocket costs, the
diversion of management's attention from running the day-to-day operations and
operational changes caused by the need to make changes in our internal control
and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 (the "Exchange Act")) could be significant and still we may
not achieve significant improvements in our internal controls and procedures. If
the time and costs associated with such compliance exceed our current
expectations, our results of operations and the accuracy and timeliness of the
filing of our annual and periodic reports may be materially adversely affected
and could cause investors to lose confidence in our reported financial
information, which could have a negative affect on the trading price of our
Common Stock.

                                      -21-

<PAGE>

                                     PART II
OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

In the normal course of business, we may become involved in various legal
proceedings. Except as stated below, there are no other past, pending or, to our
knowledge, threatened litigation or administrative actions which in our opinion
have had or are expected to have a material adverse effect upon our business,
prospects financial condition or operations.

ITEM 1A. RISK FACTORS

As a Smaller Reporting Company, the Company is not required to respond to this
Item 1A.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES

On July 22, 2009, the Company issued 481,481 shares of Common Stock to a note
holder to convert $1,300 in principal amount due under a note dated July 10,
2008. The holder took the shares for investment purposes without a view to
distribution and had access to information concerning the Company's business and
prospects, as required by the Securities Act of 1933, as amended (the "Act"). In
addition, there was no general solicitation or advertising for the issuance of
the shares. The holder was permitted access to our management for the purpose of
acquiring investment information. Due to the holder's status as a sophisticated
party and its dealings with companies similar to ours, we deem the holder
sophisticated for the purposes of Section 4(2) of the Act.

On August 4, 2009, the Company issued 478,261 shares of Common Stock to a note
holder to convert $2,200 in principal amount due under a note dated July 10,
2008. The holder took the shares for investment purposes without a view to
distribution and had access to information concerning the Company's business and
prospects, as required by the Securities Act of 1933, as amended (the "Act"). In
addition, there was no general solicitation or advertising for the issuance of
the shares. The holder was permitted access to our management for the purpose of
acquiring investment information. Due to the holder's status as a sophisticated
party and its dealings with companies similar to ours, we deem the holder
sophisticated for the purposes of Section 4(2) of the Act.

On August 11, 2009, the Company issued 312,500 shares of Common Stock to a note
holder to convert $6,250 in principal amount due under a note dated June 12,
2008. The holder took the shares for investment purposes without a view to
distribution and had access to information concerning the Company's business and
prospects, as required by the Securities Act of 1933, as amended (the "Act"). In
addition, there was no general solicitation or advertising for the issuance of
the shares. The holder was permitted access to our management for the purpose of
acquiring investment information. Due to the holder's status as a sophisticated
party and its dealings with companies similar to ours, we deem the holder
sophisticated for the purposes of Section 4(2) of the Act.

On August 19, 2009, the Company issued 479,540 shares of Common Stock to a note
holder to convert $3,750 in principal amount due under a note dated July 10,
2008. The holder took the shares for investment purposes without a view to
distribution and had access to information concerning the Company's business and
prospects, as required by the Securities Act of 1933, as amended (the "Act"). In


                                      -22-

<PAGE>

addition, there was no general solicitation or advertising for the issuance of
the shares. The holder was permitted access to our management for the purpose of
acquiring investment information. Due to the holder's status as a sophisticated
party and its dealings with companies similar to ours, we deem the holder
sophisticated for the purposes of Section 4(2) of the Act.

On August 27, 2009, the Company issued 10,000,000 shares of Common Stock to its
President to convert $150,000 in principal amount due under a note dated January
10, 2008. The holder took the shares for investment purposes without a view to
distribution and had access to information concerning the Company's business and
prospects, as required by the Securities Act of 1933, as amended (the "Act"). In
addition, there was no general solicitation or advertising for the issuance of
the shares.

On August 28, 2009, the Company issued 510,204 shares of Common Stock to a note
holder to convert $4,000 in principal amount due under a note dated July 10,
2008. The holder took the shares for investment purposes without a view to
distribution and had access to information concerning the Company's business and
prospects, as required by the Securities Act of 1933, as amended (the "Act"). In
addition, there was no general solicitation or advertising for the issuance of
the shares. The holder was permitted access to our management for the purpose of
acquiring investment information. Due to the holder's status as a sophisticated
party and its dealings with companies similar to ours, we deem the holder
sophisticated for the purposes of Section 4(2) of the Act.

On September 15, 2009, the Company issued 459,252 shares of Common Stock to a
note holder to convert $4,000 in principal amount due under a note dated July
10, 2008. The holder took the shares for investment purposes without a view to
distribution and had access to information concerning the Company's business and
prospects, as required by the Securities Act of 1933, as amended (the "Act"). In
addition, there was no general solicitation or advertising for the issuance of
the shares. The holder was permitted access to our management for the purpose of
acquiring investment information. Due to the holder's status as a sophisticated
party and its dealings with companies similar to ours, we deem the holder
sophisticated for the purposes of Section 4(2) of the Act.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5.  OTHER INFORMATION

None.


ITEM 6.  EXHIBITS

Exhibit Number          Description
--------------          -----------
Exhibit 31              Certification Pursuant to Section 302 of the
                        Sarbanes-Oxley Act of 2002
Exhibit 32              Certification  Pursuant to 18 U.S.C. Section 1350, As
                        Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                        Act of 2002

                                      -23-

<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:  November 16, 2009        NT MEDIA CORP. OF CALIFORNIA, INC.



                                 /s/ Ali Moussavi
                                 ----------------
                                 Ali Moussavi,
                                 President, Chief Executive Officer (Principal
                                 Executive Officer), and Acting Chief Financial
                                 Officer (Acting Principal Accounting Officer)




                                      -24-