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, 2006

             [ ] 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)


           7800 Oceanus Drive                                    90046
        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:  38,503,500 (shares of Common Stock,
par value $.001 per share, issued and outstanding as of May 22, 2006.

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


<PAGE>



                                      INDEX

                                                                            PAGE
                                                                            ----

PART I - FINANCIAL INFORMATION.................................................3

         ITEM 1.  FINANCIAL STATEMENTS.........................................3

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

         ITEM 3.  CONTROLS AND PROCEDURES.....................................21

PART II - OTHER INFORMATION...................................................22

         ITEM 1.  LEGAL PROCEDINGS............................................22

         ITEM 2.  CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER
                     PURCHASES OF EQUITY SECURITIES...........................22


         ITEM 3.  DEFAULTS ON INDEBTEDNESS....................................22

         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY
                     HOLDERS..................................................22

         ITEM 5.  OTHER INFORMATION...........................................22

         ITEM 6.  EXHIBITS....................................................22


                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS


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


Consolidated Balance Sheet (unaudited)........................................ 4

Consolidated Statements of Operations - Three Months Ended
      March 31, 2006 and 2005 and cumulative from June 4,
      1999 inception to March 31, 2006 (unaudited)............................ 5

Consolidated Statements of Cash Flows - Three Months Ended
      March 31, 2006 and 2005 and cumulative from June 4,
      1999 inception to March 31, 2006 (unaudited)............................ 6

Notes to Unaudited Consolidated Financial Statements.......................... 7


                                       3
<PAGE>


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

                                                                     MARCH 31,
                                                                       2006
                                                                    -----------

                                   ASSETS

CURRENT ASSETS
           Cash and cash equivalents ............................   $       379
           Inventory ............................................        24,820
           Due from related parties .............................        35,382
           Interest receivable, related party ...................        21,028

                                                                    -----------
TOTAL CURRENT ASSETS ............................................        81,609

CAPITALIZED FILM COSTS, net .....................................        33,791

                                                                    -----------
TOTAL ASSETS ....................................................   $   115,400
                                                                    ===========


              LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
    Accounts payable ............................................   $   138,745
    Accrued liabilities .........................................       268,941
    Accrued liabilities to related parties ......................       517,629
    Notes payable ...............................................       685,000
    Notes payable related party .................................        70,151
    Current portion of convertible notes payable ................       222,400
    Current portion of convertible notes payable, related party .       556,600
    Accrued litigation settlement ...............................       100,000

                                                                    -----------
TOTAL CURRENT LIABILITIES .......................................     2,559,466

CONVERTIBLE NOTES PAYABLE, NET OF CURRENT PORTION ...............        64,800
CONVERTIBLE NOTES PAYABLE, RELATED PARTY, NET OF CURRENT PORTION         74,000
ACCRUED INTEREST, long term .....................................        14,729
ACCRUED INTEREST, RELATED PARTY. long term ......................        21,908

                                                                    -----------
TOTAL LIABILITIES ...............................................     2,734,903
                                                                    -----------

MINORITY INTEREST ...............................................          --

COMMITMENTS AND CONTINGENCIES ...................................          --

STOCKHOLDERS' DEFICIT
    Preferred stock, $0.001 par value, 5,000,000 shares
       authorized; 0 shares issued and outstanding ..............          --
    Common stock; $0.001 par value; 100,000,000 shares
       authorized; 38,503,500 shares issued and outstanding .....        38,504
    Additional paid-in capital ..................................     1,915,552
    Common stock subscription receivable ........................       (69,482)
    Deficit accumulated during the development stage ............    (4,504,077)

                                                                    -----------
TOTAL STOCKHOLDERS' DEFICIT .....................................    (2,619,503)
                                                                    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT .....................   $   115,400
                                                                    ===========


                                       4
<PAGE>


<TABLE>
               NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<CAPTION>
                                                                         CUMULATIVE
                                                                            FROM
                                              THREE MONTHS ENDED        JUNE 4, 1999
                                        ----------------------------   (INCEPTION) TO
                                          MARCH 31,       MARCH 31,       MARCH 31,
                                            2006            2005            2006
                                        ------------    ------------    ------------
<S>                                     <C>             <C>             <C>
REVENUE .............................   $       --      $        466    $    385,997
                                        ------------    ------------    ------------

COSTS AND EXPENSES
      General and administrative ....          4,632          37,223       3,811,033
      Depreciation and amortization .           --               690         132,077
      Impairment of film costs ......           --              --           122,654
      Loss on litigation settlement .           --              --           100,000

                                        ------------    ------------    ------------
TOTAL COSTS AND EXPENSES ............          4,632          37,913       4,165,764
                                        ------------    ------------    ------------

LOSS FROM OPERATIONS ................         (4,632)        (37,447)     (3,779,767)

OTHER INCOME (EXPENSE)
      Interest income, related party           1,042           1,042          22,112
      Interest expense ..............        (23,258)        (21,800)       (190,399)
      Interest expense, related party         (9,805)         (9,805)       (265,514)
      Loan fees .....................           --           (48,750)       (616,000)
      Debt forgiven .................           --              --           290,595
      Legal fees forgiven ...........           --              --            12,296

                                        ------------    ------------    ------------
TOTAL OTHER INCOME (EXPENSE) ........        (32,021)        (79,313)       (746,910)
                                        ------------    ------------    ------------

NET (LOSS) BEFORE MINORITY INTEREST
AND PROVISION FOR INCOME TAXES ......        (36,653)       (116,760)     (4,526,677)

MINORITY INTEREST ...................           --             4,927          33,000

NET (LOSS)  BEFORE PROVISION
      FOR INCOME TAXES ..............        (36,653)       (111,833)     (4,493,677)


PROVISION FOR INCOME TAXES ..........           --              --            10,400
                                        ------------    ------------    ------------

NET (LOSS) ..........................   $    (36,653)   $   (111,833)   $ (4,504,077)
                                        ============    ============    ============

NET (LOSS) PER SHARE:
      BASIC AND DILUTED .............   $      (0.00)   $      (0.00)
                                        ============    ============

WEIGHTED AVERAGE SHARES OUTSTANDING:
      BASIC AND DILUTED .............     38,503,500      38,312,000
                                        ============    ============
</TABLE>


                                       5
<PAGE>


<TABLE>
               NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<CAPTION>
                                                                                             CUMULATIVE
                                                                                                 FROM
                                                                   THREE MONTHS ENDED        JUNE 4, 1999
                                                               --------------------------   (INCEPTION) TO
                                                                MARCH 31,       MARCH 31,       MARCH 31,
                                                                   2006           2005           2006
                                                               -----------    -----------    -----------
<S>                                                            <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss before minority interest .......................   $   (36,653)   $  (116,760)   $(4,537,077)
   Adjustment to reconcile net loss to net cash
      used in operating activities:
         Depreciation and amortization expense .............          --              690        132,077
         Impairment loss ...................................          --             --          302,982
         Operating expenses paid by reducing note receviable          --             --           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)       (21,028)
         Inventory .........................................          --             --          (24,820)
         Prepaid expenses ..................................          --           58,590           --
         Other assets ......................................          --             --          (24,000)
         Litigation settlement .............................          --             --          100,000
         Accounts payable and accrued expenses .............       (22,190)         6,778        661,159
         Accrued expenses, related party ...................        26,817         19,481        496,115

                                                               -----------    -----------    -----------
Net cash (used in) operating activities ....................       (33,068)       (32,263)    (2,510,613)
                                                               -----------    -----------    -----------

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 ..................          --           10,029      1,254,154
   Proceeds from equity investment of minority int .........          --             --           33,000
   Payment of offering costs ...............................          --             --          (66,450)
   Proceeds from notes payable .............................          --           50,000        685,000
   Proceeds from note payable, related party ...............        32,500           --          249,342
   Payment of note payable, related party ..................          --             --         (107,002)
   Proceeds from issuance of convertible notes .............          --             --          917,800

                                                               -----------    -----------    -----------
Net cash provided by financing activities ..................        32,500         60,029      2,965,844
                                                               -----------    -----------    -----------

NET INCREASE (DECREASE) IN CASH AND
       CASH EQUIVALENTS ....................................          (568)        27,766            379

CASH AND CASH EQUIVALENTS,
       Beginning of period .................................           947         12,842           --
                                                               -----------    -----------    -----------
CASH AND CASH EQUIVALENTS,
       End of period .......................................   $       379    $    40,608    $       379
                                                               ===========    ===========    ===========

SUPPLEMENTAL DISCLOSURES OF
   CASH FLOW INFORMATION:

       Interest paid .......................................   $      --      $      --      $     1,911
                                                               ===========    ===========    ===========
       Income taxes paid ...................................   $      --      $      --      $     5,600
                                                               ===========    ===========    ===========
</TABLE>


                                       6
<PAGE>


               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006

NOTE 1.  BASIS OF PRESENTATION

The unaudited  consolidated  financial statements have been prepared by NT Media
Corp. of California,  Inc. and Subsidiaries (the "Company"),  in accordance with
generally accepted accounting  principles for interim financial  information and
with the  instructions  for Form 10-QSB and Regulation S-B as promulgated by the
Securities and Exchange  Commission  ("SEC").  Accordingly,  these  consolidated
financial statements do not include all of the disclosures required by generally
accepted  accounting  principles  in the United  States of America 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-KSB for the period ended  December 31,
2005. 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 three months ended March 31, 2006
are not  necessarily  indicative of the results to be expected for the full year
ending December 31, 2006.

NOTE 2.  GOING CONCERN AND MANAGEMENTS PLAN

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Company as a going concern. As of
and for the period ended March 31, 2006 the Company  incurred a net loss, had an
accumulated  deficit  and a working  capital  deficit.  These  conditions  raise
substantial  doubt as to the Company's  ability to continue as a going  concern.
These  consolidated  financial  statements do not include any  adjustments  that
might result from the outcome of this uncertainty.  These consolidated financial
statements do not include any  adjustments  relating to the  recoverability  and
classification  of recorded  asset  amounts,  or amounts and  classification  of
liabilities  that might be necessary should the Company be unable to continue as
a going concern.

In order for the Company to meet its financial obligations,  it will continue to
attempt to sell equity or incur debt,  although  there  cannot be any  assurance
that the Company will be successful in doing so. The Company's marketing efforts
are now limited to selling  it's  product in Brazil and the company  anticipates
that the capital  generated  from by these  efforts  combined with the Company's
financing  activities will be sufficient to provide the Company with the ability
to continue to exist.

NOTE 3.  NOTES PAYABLE RELATED PARTY

On March 24,  2006,  the  Company  borrowed  in the amount of  $32,500  from its
President having no stated interest rate. The note is due on or before March 24,
2007.


                                        7
<PAGE>


               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006

NOTE 4.   CONVERTIBLE NOTES PAYABLE

As of March 31, 2006,  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, 2006.  All notes are  convertible to common
shares,  $0.001 par value,  at a  conversion  price that  equals the average bid
price of the common stock for the five trading days  immediately  preceding  the
conversion  date. The notes are  convertible  when the Company's  securities are
trading  publicly and the underlying  stock of the debenture has been registered
with the SEC and declared effective. It is mandatory that the notes be converted
on the 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 2006 and 2007 in the amounts of $208,100 and $79,100,
respectively.  $222,400 of these notes are classified as a current  liability at
March 31, 2006.  The proceeds were  primarily  used for operating  activities as
well as for investing in Web site development.  Interest expense accrued for the
periods ended March 31, 2006 and 2005, totaled $4,308 and $4,308,  respectively.
As of March 31, 2006, interest accrued on convertible notes totaled $88,711.

NOTE 5. CONVERTIBLE NOTES - RELATED PARTY

As of March 31, 2006,  the Company had $630,600 of 6%  subordinated  convertible
notes  outstanding.  The notes are due to a related party who owned an aggregate
of 29% of the issued and outstanding  stock of the Company as of March 31, 2006.
All notes are  convertible to common shares,  $0.001 par value,  at a conversion
price that equals the average bid price of the common stock for the five trading
days  immediately  preceding the conversion date. The notes are convertible when
the Company's  securities are trading  publicly and the underlying  stock of the
debenture  has  been  registered  with  the SEC and  declared  effective.  It is
mandatory  that the notes be  converted  on the 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 2006 and 2007
in the amounts of $333,000 and $297,600,  respectively.  $556,600 of these notes
are  classified  as a current  liability  at March 31, 2006.  The proceeds  were
primarily  used for  operating  activities  as well as for investing in Web site
development.  Interest expense for the periods ended March 31, 2006 and 2005 was
$9,459 and  $9,459,  respectively.  As of March 31,  2006,  interest  accrued on
convertible notes totaled $193,718.

During the quarter ended March 31, 2006,  convertible  notes as described  above
totaling  $194,000  reached  their five year  maturity  date.  These  notes were
extended  for an  additional  period  of one  year  under  the  same  terms  and
conditions.

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.


                                        8
<PAGE>


               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006

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.

NOTE 7.  SUBSEQUENT EVENTS

On April 10, 2006, three  convertible  notes as described in Note 5 above in the
amount  totaling  $74,000  which  were  scheduled  to mature in April  2006 were
extended  for an  additional  period  of one  year  under  the  same  terms  and
conditions.

On May 2, 2006 the Company  borrowed  $100 and $1,020 from the  President of the
Company. Both of the notes are due August 2, 2006 and bear no interest.


                                        9
<PAGE>


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, 2005.  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."

OVERVIEW

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


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

Purpose                                                            Amount
----------------------------------------------------          ----------------
Growth Capital for Acquired Subsidiaries                         $  500,000
Additional Employees                                             $  100,000
Marketing and Public Relations Campaigns                         $  300,000
Participation in Industry and Trade Functions                    $   50,000
Ongoing Operations                                               $  300,000
Capital needed for total amount of convertible
  notes reaching maturity (unless notes are extended)            $  779,000
Capital needed for total amount of notes payable
  reaching maturity (unless notes are extended)                  $  755,000
Capital needed to pay accounts payable and accrued
  expenses owing                                                 $1,025,000


                                       10
<PAGE>


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, 2006 AND 2005

We realized  no revenue  for the  quarter  ended March 31, 2006 as there were no
sales for the period then ended.  This is a minimal  decrease  from  revenues of
$466 during the quarter ended March 31, 2005.

Operating expenses decreased by $33,281 for the quarter ended March 31, 2006, as
compared  to the quarter  ended  March 31,  2005.  This  decrease  in  operating
expenses is due to a general reduction in corporate activity, termination of the
office rental agreement and reduced marketing expenses.

We realized  an  operating  loss of $4,632 for the quarter  ended March 31, 2006
compared to an operating  loss of $37,447 for the quarter  ended March 31, 2005.
This  decrease in  operating  loss is due to a general  reduction  in  corporate
activity,  termination  of the office  rental  agreement  and reduced  marketing
expenses.

Other expenses  decreased from $79,313 to $32,021 for the quarters  ending March
31, 2005 and 2006 respectively.  This decrease is primarily due to a decrease in
loan fees incurred in financing transactions.

Our net loss before  minority  interest and  provision  for income taxes for the
quarter  ended March 31, 2006,  decreased  substantially  from  $116,760 for the
quarter  ended March 31, 2005 to $36,653 for the quarter  ended March 31,  2006.
The 68.6%  decrease in our net loss before  minority  interest and provision for
income taxes is reflective of our cost cutting efforts.

OFF-BALANCE SHEET ARRANGEMENTS

During the quarter  ended March 31, 2006,  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  operating  losses as of March 31, 2006, we had an  accumulated
deficit  of  $4,504,077.  At  March  31,  2006,  we had  $379  of  cash  or cash
equivalents and a net working capital deficit of $2,477,857.


                                       11
<PAGE>


During the last three years,  both our company and our wholly-owned  subsidiary,
Ecast,  have been  dependent  on borrowed or invested  funds in order to finance
their  ongoing  operations.  As  of  March  31,  2006,  Ecast  had  $620,000  in
outstanding  debt  represented by 6% convertible  notes while we had $297,200 in
outstanding  debts  represented by 6% convertible  notes.  These notes have been
issued to two of our major stockholders,  of which $779,000 is now classified as
current  liabilities.  During the quarter  ended March 31,  2006,  we borrowed a
total of $32,500 from our president  with no interest.  We anticipate  having to
continue  to borrow  funds or obtain  additional  equity  capital to provide our
working capital.

The audit report of our independent  registered  public  accounting firm for the
year ended  December 31, 2005  includes a "going  concern"  explanation.  In the
auditor's opinion, our limited operating history and the accumulated net deficit
as of December 31, 2005, raised  substantial doubt about our ability to continue
as a going concern. We require $2,559,466 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 receive additional extensions.

Due to our limited cash flow,  operating  losses and  intangible  assets,  it is
unlikely that we could obtain financing  through  commercial or banking sources.
Consequently,  we are  dependent on  continuous  cash  infusions  from our major
stockholders and other outside sources in order to fund our current  operations.
If these outside  sources are unwilling or unable to provide  necessary  working
capital to us, we would probably not be able to sustain our operations. There is
no written agreement or contractual obligation,  which would require our outside
sources to fund our  operations  up to a certain  amount or indeed  continue  to
finance our  operations  at all.  The NT Media and Ecast  notes are  voluntarily
convertible  when our or  Ecast's  securities  (as the case may be) are  trading
publicly and the underlying  stock of the convertible  notes has been registered
with the SEC and declared effective. It is mandatory that they must be converted
or  paid  on the  fifth  year of  their  anniversary  date.  Thus,  the  current
convertible  notes would be mandatorily  converted  during 2006, and 2007 in the
amounts of $541,100 and $376,700 , respectively, unless they become eligible for
conversion prior to that time, or have been extended by the parties.

As of March 31,  2006,  we are using  using the  offices of our  President,  Ali
Moussavi,  at no cost, as our office, an arrangement which we expect to continue
for the  next  18  months.  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

Basis of Presentation

Because the Company has not generated any significant  revenue, it is considered
a  development  stage  company.   Consequently,  the  accompanying  consolidated
financial  statements have been prepared using the accounting formats prescribed
for development stage enterprises in


                                       12
<PAGE>


accordance  with  Statement  of  Financial  Accounting  Standards  (SFAS) No. 7,
"Accounting and Reporting by Development Stage  Enterprises." The Company's year
end is December 31st.

Basis of Consolidation

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

Minority Interest

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

Cash and Cash Equivalents

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

Use of Estimates

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

Inventory

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

Equipment and Depreciation

Equipment is recorded at cost. Expenditures for major additions and improvements
are capitalized and minor replacements,  maintenance, and repairs are charged to
expense as incurred.  When  equipment  is retired or otherwise  disposed of, the
cost  and  accumulated  depreciation  are  removed  from  the  accounts  and any
reselling  gain  or  loss is  included  in the  results  of  operations  for the
respective  period.  Depreciation is provided over the estimated useful lives of
the related assets using the  straight-line  method for  consolidated  financial
statements purposes. At March 31, 2006, equipment consists of computer equipment
with estimated useful lives of five years and has been fully depreciated.


                                       13
<PAGE>


Revenue Recognition

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

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

Capitalized Film Costs

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

Costs   of   acquiring   and   producing   films   are   amortized   using   the
individual-film-forecast   method,   whereby   these  costs  are  amortized  and
participation  and  residual  costs are accrued in the  proportion  that current
year's  revenue  bears to  management's  estimate  of  ultimate  revenue  at the
beginning of the current year expected to be recognized  from the  exploitation,
exhibition or sale of the films.  Ultimate  revenue  includes  estimates  over a
period not to exceed ten years following the date of initial release.

Capitalized  film costs are stated at the lower of  amortized  cost or estimated
fair value on an individual film basis.  The valuation of investment in films is
reviewed on a  title-by-title  basis,  when an event or changes in circumstances
indicated that the fair value of a film is less than its  unamortized  cost. The
fair value of the film is determined using management's  future revenue and cost
estimates.  Additional  amortization  is  recorded  in the  amount  by which the
unamortized  costs  exceed the  estimated  fair value of the film.  Estimates of
future revenue involve measurement uncertainty and it is therefore possible that
reductions  in the carrying  value of  investment  in films may be required as a
consequence of changes in management's future revenue estimates.

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

Concentrations of Credit Risk

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


                                       14
<PAGE>


Income Taxes

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

Deferred  tax  assets  and   liabilities  are  recognized  for  the  future  tax
consequences  attributable  to  differences  between  the  financial  statements
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases.  Deferred tax assets,  including tax loss and credit  carryforwards,  and
liabilities  are measured  using enacted tax rates  expected to apply to taxable
income in the years in which  those  temporary  differences  are  expected to be
recovered  or settled.  The effect on deferred tax assets and  liabilities  of a
change in tax rates is  recognized  in income in the period  that  includes  the
enactment  date.  Deferred  income tax expense  represents the change during the
period in the deferred tax assets and deferred tax  liabilities.  The components
of the  deferred  tax assets and  liabilities  are  individually  classified  as
current and non-current based on their characteristics.  Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management,  it is more
likely than not that some  portion or all of the deferred tax assets will not be
realized.

California law requires a minimum franchise tax of $800.

Impairment of Long-Lived Assets

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

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

Stock Option Plan

The Company  accounts for its  stock-based  compensation in accordance with SFAS
No. 123R,  "Share-Based  Payment,  an Amendment of FASB  Statement No. 123." The
Company  recognizes in the statement of operations the grant- date fair value of
stock  options  and other  equity-based  compensation  issued to  employees  and
non-employees.  As of March 31, 2006, the Company does not have any qualified or
non-qualified  stock option plans, nor did it grant any stock options during the
quarters ended March 31, 2006 and 2005.


                                       15
<PAGE>


Advertising Costs

Advertising and sales promotion costs are expensed as incurred.

Earnings per Common Share

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

Recent Accounting Pronouncements

In February  2006,  FASB issued SFAS No.  155,  "Accounting  for Certain  Hybrid
Financial  Instruments".  SFAS  No.  155  amends  SFAS No 133,  "Accounting  for
Derivative  Instruments and Hedging  Activities",  and SFAS No. 140, "Accounting
for  Transfers  and  Servicing  of  Financial  Assets  and   Extinguishments  of
Liabilities".  SFAS No. 155,  permits  fair value  remeasurement  for any hybrid
financial  instrument that contains an embedded  derivative that otherwise would
require  bifurcation,  clarifies which  interest-only  strips and principal-only
strips are not  subject  to the  requirements  of SFAS No.  133,  establishes  a
requirement  to evaluate  interest in securitized  financial  assets to identify
interests  that  are  freestanding  derivatives  or that  are  hybrid  financial
instruments that contain an embedded derivative requiring bifurcation, clarifies
that concentrations of credit risk in the form of subordination are not embedded
derivatives,  and  amends  SFAS No.  140 to  eliminate  the  prohibition  on the
qualifying special-purpose entity from holding a derivative financial instrument
that pertains to a beneficial  interest other than another derivative  financial
instrument.  This statement is effective for all financial  instruments acquired
or issued  after the  beginning of the  Company's  first fiscal year that begins
after September 15, 2006.  Management believes that this statement will not have
a significant impact on the consolidated financial statements.

In March 2006 FASB  issued  SFAS 156  `Accounting  for  Servicing  of  Financial
Assets' this Statement  amends FASB Statement No. 140,  Accounting for Transfers
and  Servicing of Financial  Assets and  Extinguishments  of  Liabilities,  with
respect  to the  accounting  for  separately  recognized  servicing  assets  and
servicing liabilities. This Statement:


                                       16
<PAGE>


1.       Requires  an  entity  to  recognize  a  servicing  asset  or  servicing
         liability  each time it undertakes an obligation to service a financial
         asset by entering into a servicing contract.
2.       Requires  all  separately  recognized  servicing  assets and  servicing
         liabilities to be initially measured at fair value, if practicable.
3.       Permits  an  entity  to  choose  `Amortization  method'  or Fair  value
         measurement method' for each class of separately  recognized  servicing
         assets and servicing liabilities:
4.       At  its  initial  adoption,  permits  a  one-time  reclassification  of
         available-for-sale  securities  to trading  securities by entities with
         recognized   servicing  rights,   without  calling  into  question  the
         treatment of other  available-for-sale  securities under Statement 115,
         provided that the available-for-sale  securities are identified in some
         manner as offsetting the entity's  exposure to changes in fair value of
         servicing  assets or servicing  liabilities  that a servicer  elects to
         subsequently measure at fair value.
5.       Requires  separate  presentation  of  servicing  assets  and  servicing
         liabilities  subsequently  measured at fair value in the  statement  of
         financial  position  and  additional  disclosures  for  all  separately
         recognized servicing assets and servicing liabilities.

This  Statement is effective as of the beginning of the  Company's  first fiscal
year that  begins  after  September  15,  2006.  Management  believes  that this
statement  will not have a  significant  impact  on the  consolidated  financial
statements.

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 May 11, 2006,  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,  2005.  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.


                                       17
<PAGE>


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,
2006,  we  have  approximately  $1.9  million  in  debt  obligations,  including
interest,  owing  within  the next 12  months.  As of March  31,  2006,  we have
extensions with respect to  approximately  $755,000 of this debt to a date to be
mutually agreed upon by us and each of the respective  note holders.  During the
quarter  ended March 31, 2006, we have issued  additional  debt in the aggregate
amount of $32,500.  These  additional  notes are either being paid  currently or
have been extended by agreement. However, we cannot assure you that any of these
note  holders  will  continue  to extend  payment of these debt  obligations  or
ultimately  agree to revise the terms of this debt to allow us to make scheduled
payments over an extended period of time. We have 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 2006.

We have  incurred  losses  since  inception  and have not  generated  sufficient
revenues  to cover our  expenses  during  2005 and 2006.  We had an  accumulated
deficit of  approximately  $4.5 million as of March 31, 2006.  During the fiscal
2005, we incurred a net loss of approximately $510,000.  Achieving profitability
depends upon numerous factors, including out ability to raise additional capital
in order to  produce  projects,  which in turn will  generate  sales.  We do not
anticipate  that we will be profitable in fiscal 2006. 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


                                       18
<PAGE>


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

OUR PRODUCTS MAY NOT BE  COMMERCIALLY  ACCEPTED WHICH WILL ADVERSELY  AFFECT OUR
REVENUES AND PROFITABILITY.

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

OUR OUTSTANDING OPTIONS AND WARRANTS MAY DILUTE OUR SHAREHOLDERS' INTERESTS.

As of March 31,  2006,  we have not  granted any options or warrants to purchase
shares of our common stock that have not been exercised.

THE  COMPETITIVE  MARKET IN WHICH WE OPERATE MAKES IT VERY  DIFFICULT TO DEVELOP
PROJECTS THAT ARE OF INTEREST TO US.

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

OUR STOCK PRICE IS VOLATILE.

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


                                       19
<PAGE>


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  HISTORICALLY  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.

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.


                                       20
<PAGE>


ITEM 3. CONTROLS AND PROCEDURES

We carried out an evaluation,  under the supervision and with the  participation
of our management,  including our President, Chief Executive Officer, and Acting
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 Acting 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.


                                       21
<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

         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


                                       22
<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:  May 23, 2006                 NT MEDIA CORP. OF
                                     CALIFORNIA, INC.


                                     /s/ Ali Moussavi
                                     -------------------------------------------
                                     Ali Moussavi, President, Chief Executive
                                     Officer, and Acting Chief Financial Officer


                                       23