U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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: JUNE 30, 2007

                                       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 [_]

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 August 13, 2007: 993,870 common shares.

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


<PAGE>


                                     PART I
                              FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS

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

                                                                      JUNE 30,
                                                                        2007
                                                                    ------------

                              ASSETS

CURRENT ASSETS
   Cash and cash equivalents ..................................     $       311

                                                                    -----------
TOTAL CURRENT ASSETS ..........................................     $       311
                                                                    ===========



               LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
   Accounts payable ...........................................     $   287,820
   Accrued liabilities ........................................         279,316
   Accrued liabilities to related parties .....................         812,387
   Notes payable ..............................................         772,916
   Notes payable related party ................................           6,000
   Convertible notes payable, related party ...................         917,800
   Accrued litigation settlement ..............................         113,178

                                                                    -----------
TOTAL CURRENT LIABILITIES .....................................       3,189,417


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; 1,000,000,000 shares
      authorized; 757,091 shares issued and outstanding .......             757
   Additional paid-in capital .................................       2,342,819
   Deficit accumulated during the development stage ...........      (5,532,682)

                                                                    -----------
TOTAL STOCKHOLDERS' DEFICIT ...................................      (3,189,106)
                                                                    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT ...................     $       311
                                                                    ===========


                                       2
<PAGE>


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


                                                           THREE MONTHS ENDED
                                                         -----------------------
                                                          JUNE 30,     JUNE 30,
                                                            2007         2006
                                                         ---------    ---------

REVENUE ..............................................   $    --      $    --
                                                         ---------    ---------

COSTS AND EXPENSES
   General and administrative ........................     189,905       82,436
                                                         ---------    ---------

TOTAL COSTS AND EXPENSES .............................     189,905       82,436
                                                         ---------    ---------

LOSS FROM OPERATIONS .................................    (189,905)     (82,436)

OTHER INCOME (EXPENSE)
   Interest income, related party ....................        --          1,042
   Interest expense ..................................     (20,228)     (23,258)
   Interest expense, related party ...................     (13,767)      (9,804)
   Provision for common stock subscription
      receivable .....................................        --        (91,552)
                                                         ---------    ---------

TOTAL OTHER INCOME (EXPENSE) .........................     (33,995)    (123,572)
                                                         ---------    ---------

NET (LOSS) BEFORE MINORITY INTEREST
   AND PROVISION FOR INCOME TAXES ....................    (223,900)    (206,008)

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

NET (LOSS) BEFORE PROVISION FOR INCOME TAXES .........    (223,900)    (206,008)

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

NET (LOSS) ...........................................   $(223,900)   $(206,008)
                                                         =========    =========

NET (LOSS) PER SHARE:
   BASIC AND DILUTED .................................   $   (0.30)   $   (0.51)
                                                         =========    =========

WEIGHTED AVERAGE SHARES OUTSTANDING:
   BASIC AND DILUTED .................................     757,091      406,660
                                                         =========    =========


                                        3
<PAGE>

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

<CAPTION>
                                                        SIX MONTHS ENDED             CUMULATIVE FROM
                                               ----------------------------------     JUNE 4, 1999
                                                   JUNE 30,           JUNE 30,       (INCEPTION) TO
                                                     2007               2006          JUNE 30, 2007
                                               ---------------    ---------------    ---------------
<S>                                            <C>                <C>                <C>
REVENUE ....................................   $          --      $          --      $       385,997
                                               ---------------    ---------------    ---------------

COSTS AND EXPENSES
   General and administrative ..............           267,453             87,068          4,488,643
   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 ...................           267,453             87,068          4,937,368
                                               ---------------    ---------------    ---------------

LOSS FROM OPERATIONS .......................          (267,453)           (87,068)        (4,551,371)

OTHER INCOME (EXPENSE)
   Interest income, related party ..........              --                2,084             23,154
   Interest expense ........................           (39,976)           (46,516)          (297,609)
   Interest expense, related party .........           (27,534)           (19,609)          (322,395)
   Loan fees ...............................              --                 --             (616,000)
   Debt forgiven ...........................              --                 --              290,595
   Legal fees forgiven .....................              --                 --               12,296
   Provision for common stock subscription
      receivable ...........................              --              (91,552)           (91,552)
                                               ---------------    ---------------    ---------------
TOTAL OTHER INCOME (EXPENSE) ...............           (67,510)          (155,593)        (1,001,511)
                                               ---------------    ---------------    ---------------

NET (LOSS) BEFORE MINORITY INTEREST
   AND PROVISION FOR INCOME TAXES ..........          (334,963)          (242,661)        (5,552,882)

MINORITY INTEREST ..........................              --                 --               33,000

NET (LOSS) BEFORE PROVISION FOR INCOME TAXES          (334,963)          (242,661)        (5,519,882)

PROVISION FOR INCOME TAXES .................               800              1,600             12,800
                                               ---------------    ---------------    ---------------

NET (LOSS) .................................   $      (335,763)   $      (244,261)   $    (5,532,682)
                                               ===============    ===============    ===============

NET (LOSS) PER SHARE:
   BASIC AND DILUTED .......................   $         (0.46)   $         (0.62)
                                               ===============    ===============

WEIGHTED AVERAGE SHARES OUTSTANDING:
   BASIC AND DILUTED .......................           733,961            395,907
                                               ===============    ===============
</TABLE>


                                        4
<PAGE>


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

<CAPTION>
                                                                     SIX MONTHS ENDED                CUMULATIVE FROM
                                                               ----------------------------------     JUNE 4, 1999
                                                                   JUNE 30,           JUNE 30,       (INCEPTION) TO
                                                                     2007               2006          JUNE 30, 2007
                                                               ---------------    ---------------    ---------------
<S>                                                            <C>                <C>                <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
   Net loss before minority interest .......................   $      (335,763)   $      (244,261)   $    (5,565,682)
   Adjustment to reconcile net loss to net cash
      used in operating activities:
         Depreciation and amortization expense .............              --                 --              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              --                1,120             10,000
         Stock issued for services .........................            83,600             18,503            538,603
         Deferred Compensation .............................            10,417               --               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               --               91,552             89,468
   Changes in assets and liabilities:
         Interest receivable ...............................              --               (2,084)           (19,986)
         Inventory .........................................              --                 --              (24,820)
         Prepaid expenses ..................................              --               (6,710)              --
         Other assets ......................................              --                 --              (24,000)
         Litigation settlement .............................              --                 --              100,000
         Accounts payable and accrued expenses .............              (830)            63,404            819,056
         Accrued expenses, related party ...................           166,949             45,029            768,965
                                                               ---------------    ---------------    ---------------
Net cash (used in) operating activities ....................           (75,627)           (33,447)        (2,588,447)
                                                               ---------------    ---------------    ---------------

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 .............................           125,916             32,500            826,916
   Proceeds from note payable, related party ...............            35,857               --              287,142
   Payment of note payable, related party ..................           (86,250)              --             (208,952)
   Proceeds from issuance of convertible notes .............              --                 --              917,800

                                                               ---------------    ---------------    ---------------
Net cash provided by financing activities ..................            75,523             32,500          3,043,610
                                                               ---------------    ---------------    ---------------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS ........................................              (104)              (947)               311

CASH AND CASH EQUIVALENTS,
   Beginning of period .....................................               415                947               --
                                                               ---------------    ---------------    ---------------
CASH AND CASH EQUIVALENTS,

   End of period ...........................................   $           311    $          --      $           311
                                                               ===============    ===============    ===============

SUPPLEMENTAL DISCLOSURES OF
   CASH FLOW INFORMATION:


   Interest paid ...........................................   $          --      $          --      $         1,911
                                                               ===============    ===============    ===============
   Income taxes paid .......................................   $          --      $          --      $         4,000
                                                               ===============    ===============    ===============
</TABLE>


                                        5
<PAGE>


                NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007

NOTE 1.   BASIS OF PRESENTATION

The unaudited  consolidated  financial statements have been prepared by NT Media
Corp. of California,  Inc. and Subsidiary  (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,
2006. 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 six months ended June 30, 2007 are
not  necessarily  indicative  of the  results to be  expected  for the full year
ending December 31, 2007.

RECLASSIFICATIONS

Certain  prior year  amounts  have been  reclassified  to conform to the current
year's presentation,  none of which had an impact on total assets, stockholders'
equity (deficit), net loss, or net loss per share.

RECAPITALIZATION

On  July  18,  2007,  the  Company  filed  a  Certificate  of  Amendment  to its
Certificate of Incorporation  (the  "Amendment")  with the Secretary of State of
the State of Delaware after  stockholders  approved by written consent proposals
to (i) increase the number of authorized shares of Common Stock from 100,000,000
to  1,000,000,000,  and (ii) effect a reverse stock split of the Common Stock of
the  Company in the ratio of  one-hundred  for one  (100:1).  As a result of the
reverse stock split, the Company has restated all prior per share amounts in the
accompanying financial statements.

To  effect  the  reverse  stock  split on the  Over-the-Counter  Bulletin  Board
("OTCBB"),  the  Company's  Common  Stock was  assigned  a new  trading  symbol.
Effective at the opening of business on July 20, 2007, the Company's new trading
symbol on the OTCBB will be NTMI.

NOTE 2.   GOING CONCERN AND MANAGEMENT'S PLAN

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity with accounting principles generally accepted in the United States of
America,  which contemplates  continuation of the Company as a going concern. As
of and for the period ended June 30, 2007, the Company  incurred a net loss, had
an accumulated  deficit,  and had a working capital  deficit.  These  conditions
raise  substantial  doubt as to the  Company's  ability to  continue  as a going


                                       6
<PAGE>


                NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007

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 plans to take advantage of the growth in the mobile digital  content
and digital  music  distribution  sectors  through joint  ventures.  The Company
intends to enter  into  agreements  with  consultants  to assist the  Company in
locating  potential  joint  venture  partners  throughout  the United States and
abroad with concentration in Europe, the Middle East and China. The Company will
attempt to enter into  partnership  agreements  with other  entities in order to
manage  some of the  financial  risk.  The  Company  looks for  development  and
production cycles which are relatively  shorter in nature. The Company's ability
to develop any project is principally  dependent on its ability to raise capital
to fund  the  project,  which is very  difficult  due to its  current  financial
condition  and lack of history in the market.  Accordingly,  the Company is very
limited  in its  ability  to  develop  or  produce  projects  that it finds  are
commercially appealing and financially viable.

The  Company's  current  business  operations  are  focused on the  development,
production  and  distribution  of  programming  in the  entertainment  industry,
including  creating  music  platforms,  skilled  gaming in the United States and
abroad and vertical  social and  professional  network.  The Company  intends to
continue to develop media and entertainment assets and channels going forward.

In April of 2007, the Company announced that it plans to distribute its music on
SNOCAP,  the company had  previously  announced  similar  agreements  with other
digital music stores, including mobile platforms and subscription services.

In June of 2007,  the Company  entered into a consulting  agreement with Jacques
Tizabi.  The  Consultant  is a 50% owner of Astor  Capital,  Inc.,  which  holds
approximately 2.3% of the Company. The Company's CEO, Ali Moussavi, is the other
50%  owner of Astor  Capital,  Inc.  The  Consultant  shall  use his  expertise,
experience,  and  industry  contacts  to advise and  assist  the  company in its
development of new business in the  concentration of new media and digital media
content  management  and delivery.  In addition , Consultant  shall make himself
available and assess  feasibility of certain internet  ventures that the company
may be evaluating in it's pursuit of digital/internet  portions of it's business
development including but not limited to gaming,  social networking,  music, and
blog sites. The term of the agreement is for 6 months. The Company shall pay the
Consultant  $15,000  or shares  of the  Company's  common  stock  (the  "Stock")
equaling  15,000.00 by using a 20% discount to the lowest trade of the company's
common  stock on the OTCBB for the 5 previous  trading  days prior to the 1st of
every month.


                                       7
<PAGE>


                NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007

In June of 2007, the Company entered into a cooperation  agreement with FS Media
Inc. to examine the  possibility  of combining  the two  company's  products and
services  to form a larger  presence  in the gaming and media  industries.  This
agreement also  contemplates  a possible  merger between the two entities at the
end of the six-month term of this agreement.

NOTE 3.   NOTES PAYABLE

On April 2, 2007, the Company issued a promissory note for $30,000 received from
an unrelated party. The note carries a 10% per annum interest rate and is due on
or before October 2, 2007.

On April 13, 2007,  the Company  issued a promissory  note for $20,000  received
from an unrelated  party.  The note carries a 10% per annum interest rate and is
due on or before October 13, 2007.

On April 25, 2007,  the Company  issued a promissory  note for $10,000  received
from an unrelated  party.  The note carries a 10% per annum interest rate and is
due on or before October 25, 2007.

On May 18, 2007, the Company issued a promissory  note for $9,916  received from
an unrelated party. The note carries a 10% per annum interest rate and is due on
or before November 18, 2007.

On June 7, 2007,  the  Company  issued a  promissory  note for  $15,000  from an
unrelated party. The note carries a 10% per annum interest rate and is due on or
before December 7, 2007.


NOTE 4.   CONVERTIBLE NOTES PAYABLE - RELATED PARTY

As of June 30, 2007,  the Company had  outstanding 6%  subordinated  convertible
notes in the amounts of $287,200 and $630,600 to two  shareholders  who owned 5%
and 15%,  respectively of the issued and outstanding  stock of the Company as of
June 30, 2007. 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 extended due dates
or are due and payable in the event that the  Company's  shares of common  stock
are not  publicly  traded.  All of  these  notes  are  classified  as a  current
liability at June 30, 2007, and must be converted  within one year. The proceeds
were  primarily  used for  operating  activities as well as for investing in Web
site  development.  Interest expense accrued for the periods ended June 30, 2007
and 2006  totaled  $27,534  and  $13,767,  respectively.  As of June  30,  2007,
interest accrued on convertible notes totaled $351,264.


                                       8
<PAGE>


                NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2007

During the period ended June 30,  2007,  convertible  notes as  described  above
totaling  $621,200 reached their maturity date. These notes were extended for an
additional period of one year under the same terms and conditions.

NOTE 5.   EARNINGS PER SHARE

The Company  computes  earnings per common share in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings per Share" (SFAS No. 128). The
Statement requires dual presentation of basic and diluted EPS on the face of the
income statement for all entities with complex capital structures and requires a
reconciliation  of the numerator and denominator of the basic EPS computation to
the numerator and  denominator  of the diluted EPS  computation.  Basic loss per
share is computed by  dividing  loss  available  to common  shareholders  by the
weighted average number of common shares outstanding. The computation of diluted
loss per share is  similar to the basic  loss per share  computation  except the
denominator  is increased to include the number of additional  shares that would
have been  outstanding if the dilutive  potential common shares had been issued.
In addition,  the,  numerator is adjusted for any changes in income or loss that
would result from the assumed  conversions of those potential  shares.  However,
such presentation is not required if the effect is anti-dilutive.  There were no
warrants and options outstanding at June 30, 2007 and 2006.

NOTE 6.   SUBSEQUENT EVENTS

During July and August 2007,  the Company  issued an aggregate of 236,000 shares
of common stock to consultants for services  rendered,  valued at  approximately
$320,000.

In July of 2007, the Company announced that it is planning to extend its digital
video  portal by launching  TV channels on the web on the  Brightcove  platform.
Brightcove is an Internet TV service  dedicated to harnessing the inherent power
of the Internet to transform the distribution and consumption of media.

In July of 2007,  the Company  announced  that it entered into an agreement with
FiringSquad.com to explore opportunities in the gaming industry.

In August of 2007,  the  Company  announced  that it entered  into an  affiliate
program with NetFlix.

In August of 2007,  the Company  announced that it has entered into an affiliate
program with StubHub.  StubHub is the largest  ticket  marketplace in the world,
based on sales.  It enables fans to buy and sell tickets at fair market value to
a vast  selection of  sporting,  concert,  theater and other live  entertainment
events,  even those that are "sold out." The Company  plans to utilize this as a
synergistic development to go along with the NT MusicStore which carries digital
music downloads from the five major record labels.


                                       9
<PAGE>


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

FORWARD-LOOKING STATEMENTS

THE INFORMATION IN THIS QUARTERLY REPORT ON FORM 10-QSB CONTAINS FORWARD-LOOKING
STATEMENTS  WITHIN THE MEANING OF SECTION 27A OF THE  SECURITIES ACT OF 1933, AS
AMENDED,  AND SECTION 21E OF THE  SECURITIES  EXCHANGE ACT OF 1934,  AS AMENDED.
THESE  FORWARD-LOOKING  STATEMENTS  INVOLVE RISKS AND  UNCERTAINTIES,  INCLUDING
STATEMENTS  REGARDING OUR CAPITAL NEEDS,  BUSINESS PLANS AND EXPECTATIONS.  SUCH
FORWARD-LOOKING  STATEMENTS INVOLVE RISKS AND UNCERTAINTIES REGARDING THE MARKET
PRICE OF GOLD,  AVAILABILITY  OF FUNDS,  GOVERNMENT  REGULATIONS,  COMMON  SHARE
PRICES, OPERATING COSTS, CAPITAL COSTS, OUTCOMES OF GOLD RECOVERY ACTIVITIES AND
OTHER FACTORS.  FORWARD-LOOKING  STATEMENTS  ARE MADE,  WITHOUT  LIMITATION,  IN
RELATION TO OPERATING PLANS,  PROPERTY EXPLORATION AND GOLD RECOVERY ACTIVITIES,
AVAILABILITY  OF FUNDS,  ENVIRONMENTAL  RECLAMATION,  OPERATING COSTS AND PERMIT
ACQUISITION.  ANY  STATEMENTS  CONTAINED  HEREIN  THAT  ARE  NOT  STATEMENTS  OF
HISTORICAL FACTS MAY BE DEEMED TO BE FORWARD-LOOKING  STATEMENTS. IN SOME CASES,
YOU CAN  IDENTIFY  FORWARD-LOOKING  STATEMENTS  BY  TERMINOLOGY  SUCH AS  "MAY",
"WILL",  "SHOULD",   "EXPECT",   "PLAN",  "INTEND",   "ANTICIPATE",   "BELIEVE",
"ESTIMATE",  "PREDICT", "POTENTIAL" OR "CONTINUE", THE NEGATIVE OF SUCH TERMS OR
OTHER COMPARABLE TERMINOLOGY. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY. IN
EVALUATING THESE STATEMENTS,  YOU SHOULD CONSIDER VARIOUS FACTORS, INCLUDING THE
RISKS OUTLINED BELOW,  AND, FROM TIME TO TIME, IN OTHER REPORTS WE FILE WITH THE
SEC.  THESE FACTORS MAY CAUSE OUR ACTUAL RESULTS TO DIFFER  MATERIALLY  FROM ANY
FORWARD-LOOKING  STATEMENT.  WE DISCLAIM ANY OBLIGATION TO PUBLICLY UPDATE THESE
STATEMENTS,  OR DISCLOSE  ANY  DIFFERENCE  BETWEEN ITS ACTUAL  RESULTS AND THOSE
REFLECTED  IN THESE  STATEMENTS.  THE  INFORMATION  CONSTITUTES  FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995.  GIVEN  THESE  UNCERTAINTIES,  READERS  ARE  CAUTIONED  NOT TO PLACE UNDUE
RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS.

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.

Obtaining  outside financing will continue to be necessary to meet the Company's
anticipated working capital needs for the foreseeable future. We anticipate that
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 that they will commit to making 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 assurances that we will be successful.


                                       10
<PAGE>


PLAN OF OPERATIONS

The Company plans to take advantage of the growth in the mobile digital  content
and digital music  distribution  sectors through joint  ventures.  Over the last
several months, the Company has joined the affiliate programs of Apple's iTunes,
Bango PLC,  Blockbuster,  and Shelter From The Store  Records.  These deals have
given NT Media a foothold in the fast growing digital media space. Areas that we
see the most growth potential are different music  platforms,  skilled gaming in
the U.S. and abroad and vertical social and professional networking. The Company
anticipates to have 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 endeavors.

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

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) ...............      $  918,000
Capital needed for total amount of notes payable
   reaching maturity (unless notes are extended) ...............      $  779,000
Capital needed to pay accounts payable and accrued
   expenses owing ..............................................      $1,260,000


Our research and  development  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 JUNE 30, 2007 AND 2006

Operating  expenses  increased  by $107,469  in the quarter  ended June 30, 2007
compared  with the quarter  ended June 30, 2006 due to fees  incurred  under the
various consulting agreements and an increase in professional expenses.

Other expenses  decreased by $89,577 in the quarter ended June 30, 2007 compared
with the quarter ended June 30, 2006 due  primarily to an  impairment  provision
recognized in the prior year's quarter on common stock  subscription  receivable
in the amount of $91,552.


                                       11
<PAGE>


Net loss for the  quarter  ended  June 30,  2007 of  $223,900  is  substantially
comparable  to the net loss of $206,008 for the quarter ended June 30, 2006 as a
result of the offsetting effects of the above items.

OPERATING RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006

Operating  expenses  increased by $180,385 in the six months ended June 30, 2007
compared with the six months ended June 30, 2006 due to consulting fees totaling
$109,017  incurred  under  various  consulting  agreements  and an  increase  in
professional expenses.

Other expenses  decreased by $88,083 in the quarter ended June 30, 2007 compared
with the quarter ended June 30, 2006 due  primarily to an  impairment  provision
recognized in the prior year's period on common stock subscription receivable in
the amount of $91,552.

Net loss for the six months ended June 30, 2007  increased  by $92,302  compared
with the six  months  ended  June 30,  2006 as a  result  of the  aforementioned
consulting fees and an increase in professional  expenses,  partly offset by the
impairment  provision  recognized  in the prior  year  period  on  common  stock
subscription receivable.

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 SOURCES OF CAPITAL

We have incurred  operating losses since inception.  As of June 30, 2007, we had
an accumulated  deficit of $5,532,682.  At June 30, 2007, we had $311 in cash or
cash equivalents and a net working capital deficit of $3,189,106.

During the last three years,  both the Company and its wholly-owned  subsidiary,
eCast Media  Corporation,  Inc.  ("eCast"),  have been  dependent on borrowed or
invested  funds in order to finance  their  ongoing  operations.  As of June 30,
2007,  eCast owed $620,000 in  outstanding  debt  represented  by 6% convertible
notes and the Company  owed  $297,800 in  outstanding  debts  represented  by 6%
convertible  notes.  These  notes  were  issued  to two of the  Company's  major
stockholders.  The  entire  balance of  $917,800  is now  classified  as current
liabilities.  During the six months ended June 30, 2007,  we borrowed a total of
$35,857 from the Company's  President  and a related party through  non-interest
bearing notes and repaid an aggregate of $86,250 to these same parties.  We also
issued notes totaling  $125,916 to unrelated parties during the six months ended
June 30, 2007 to fund  operating  and  financing  needs.  We  anticipate we will
continue  borrowing funds or obtain  additional  equity financing to provide the
Company working capital.


                                       12
<PAGE>


The audit report of the Company's independent  registered public accounting firm
for the year ended December 31, 2006 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, 2006, raised  substantial doubt about
the Company's ability to continue as a going concern.  We require  $2,957,000 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 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 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 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 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.   Unless  extended,  the  current
outstanding  convertible notes will convert during 2007 and 2008 to common stock
with a fair market value in the total amount of $917,800.

As of June 30, 2007,  we are using the offices of the Company's  President,  Ali
Moussavi,  at no cost,  as the  Company's  office.  We expect to  maintain  this
arrangement  until adequate funds are available to lease an office.  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.


                                       13
<PAGE>


ITEM 3.   CONTROLS AND PROCEDURES

As required by SEC rules, we have evaluated the  effectiveness of the design and
operation of our  disclosure  controls and  procedures  at the end of the period
covered by this report.  The evaluation  was carried out by our Chief  Executive
Officer and Acting  Principal  Financial  Officer (the  "Certifying  Officers").
Based upon this  evaluation,  the  Certifying  Officers have  concluded that the
design and operation of our  disclosure  controls and  procedures are effective.
Such  disclosure  controls and  procedures  are designed to ensure that material
information is made known to the Certifying  Officers,  particularly  during the
period in which this report was prepared. The Certifying Officers have evaluated
the effectiveness of our disclosure controls and procedures as of the end of the
period  covered by this  report and believe  that our  disclosure  controls  and
procedures  are effective  based on the required  evaluation.  During the period
covered  by this  report,  there  were no  changes  in  internal  controls  that
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

While  management  believes that our disclosure  controls and procedures and our
internal control over financial  reporting are effective,  no system of controls
can  prevent  all error and all  fraud.  A control  system,  no matter  how well
designed and operated, can provide only reasonable, not absolute, assurance that
the control system's  objectives will be met.  Further,  the design of a control
system  must  reflect  the fact that  there are  resource  constraints,  and the
benefits of controls must be considered relative to their costs.  Because of the
inherent  limitations  in all control  systems,  no  evaluation  of controls can
provide  absolute  assurance that all control issues and instances of fraud,  if
any, within our company have been detected.  These inherent  limitations include
the  realities  that  judgments  in  decision-making  can be  faulty,  and  that
breakdowns  can occur  because of simple error or mistake.  Controls can also be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management  override of the controls.  The design of any system of
controls  is based in part upon  certain  assumptions  about the  likelihood  of
future  events,  and there can be no  assurance  that any design will succeed in
achieving its stated goals under all  potential  future  conditions.  Over time,
controls may become inadequate because of changes in conditions or deterioration
in the degree of  compliance  with its  policies or  procedures.  Because of the
inherent  limitations in a cost-effective  control system,  misstatements due to
error or fraud may occur and not be detected.


                                       14
<PAGE>


                                     PART II
                                OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

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

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 2.   UNREGISTERED SALES OF EQUITY SECURITIES

The Company completed the following sales of unregistered  securities to foreign
investors  in  reliance  upon  the  exemption  from  registration   provided  by
Regulation S of the Securities Act of 1933, as amended (the "Act"), on the basis
that the sale of such securities was completed in an "offshore  transaction," as
defined in Rule 902(h) of Regulation S.

As of June 30,  2007,  the  Company  had  outstanding  convertible  notes in the
amounts  of  $287,200  and  $630,600  of  6%  subordinated   convertible   notes
outstanding to two shareholders who owned 5% and 15%, respectively of the issued
and  outstanding  stock  of the  Company  as of June 30,  2007.  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 extended due dates or are due and
payable in the event that the Company's  shares of common stock are not publicly
traded.  All of these notes are  classified  as a current  liability at June 30,
2007, and must be converted within one year.

During the period ended June 30, 2007, these  convertible notes in the amount of
$621,200 reached their maturity date and were extended for an additional  period
of one year under the same terms and conditions.

During the  period  ended  June 30,  2007,  the  Company  issued  the  following
securities  which were not  registered  under the Act that were  exempt from the
registration  requirements  of the Act,  under  Rule  506  insofar  as:  (1) the
investor was accredited  within the meaning of Rule 501(a);  (2) the transfer of
the securities was restricted in accordance with Rule 502(d);  (3) there were no
more than 35 non-accredited  investors in any transaction  within the meaning of
Rule 506(b) after taking into  consideration  all prior  investors under Section
4(2) of the Act within the twelve months preceding the transaction;  and (4) the
offer and sale was not  effected  through  any general  solicitation  or general
advertising within the meaning of Rule 502(c).

On April 2,  2007,  the  Company  issued a  promissory  note for  $30,000  to an
unrelated party.


                                       15
<PAGE>


On April 13,  2007,  the  Company  issued a  promissory  note for  $20,000 to an
unrelated party.

On April 25,  2007,  the  Company  issued a  promissory  note for  $10,000 to an
unrelated party.

On May 18, 2007, the Company issued a promissory note for $9,916 to an unrelated
party.

On June 7,  2007,  the  Company  issued  a  promissory  note for  $15,000  to an
unrelated party.

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 2.1       Stock Exchange Agreement dated April 17, 2001 (1)
Exhibit 3.1       Certificate of Incorporation dated March 14, 2000 (2)
Exhibit 3.2       Bylaws dated March 14, 2000 (2)
Exhibit 3.3       Amendment to Certificate of Incorporation dated April 24, 2001
                  (1)
Exhibit 3.4       Amendment to Certificate of Incorporation dated July 18, 2007
                  (9)
Exhibit 4.1       2006 Consultant Stock Plan (6)
Exhibit 4.2       2007 Equity Incentive Plan (8)
Exhibit 10.1      Executive Employment Agreement with Chris Mehringer (3)
Exhibit 10.2      Office Lease (3)
Exhibit 10.3      Operating   Agreement   between  NT  Media  Corp. of CA and SU
                  Productions, LLC dated April 9, 2004 (5)
Exhibit 10.4      Homie Doroodian Consulting Agreement (7)
Exhibit 10.5      Amir Pirnia Consulting Agreement (7)
Exhibit 14.1      Code of Business Conduct and Ethics of Registrant (4)
Exhibit 31.1      Certification  Pursuant to  Section 302  of the Sarbanes-Oxley
                  Act of 2002, filed herewith
Exhibit 32.1      Certification  Pursuant  to 18 U.S.C. Section 1350, As Adopted
                  Pursuant to  Section  906 of  the Sarbanes-Oxley  Act of 2002,
                  filed herewith.

(1)  Incorporated by reference to exhibits 2.1 and 3.3 to the Company's  Current
     Report on Form 8-K filed on May 1, 2001.

(2)  Incorporated  by  reference  to  exhibits  3.1  and  3.2 to  the  Company's
     Registration Statement on Form SB-2 filed on June 1, 2000.


                                       16
<PAGE>


(3)  Incorporated by reference to exhibits 10.1 and 10.2 to the Company's Annual
     Report on Form 10-KSB filed on April 9, 2002.

(4)  Incorporated by reference to exhibit 14.1 to the Company's Annual Report on
     Form 10-KSB filed on April 14, 2004.

(5)  Incorporated by reference to exhibit 10.3 to the Company's Annual Report on
     Form 10-KSB filed on May 20, 2005.

(6)  Incorporated  by  reference  to exhibit 4.1 to the  Company's  Registration
     Statement on Form S-8 filed on July 6, 2006.

(7)  Incorporated  by  reference  to  exhibits  10.4 and  10.5 to the  Company's
     Quarterly Report on Form 10-QSB filed on May 15, 2007.

(8)  Incorporated  by  reference  to exhibit 4.1 to the  Company's  Registration
     Statement on Form S-8 filed on June 29, 2007.

(9)  Incorporated by reference to exhibit 3.4 to the Company's Current Report on
     Form 8-K filed on July 19, 2007.


                                       17
<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:  August 17, 2007           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
                                  Financial Officer)


                                       18