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, 2003

              [ ] 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 Identification
     incorporation or organization)                      Number)


       8428 Melrose Place, Suite B                        90069
         Los Angeles, California
 -----------------------------------------    -----------------------------
 (Address of Principal Executive Offices)                Zip Code


     Issuer's telephone number:                       (323) 782-6777


Indicate by check mark whether the issuer (1) has filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the preceding 12 months (or for such shorter period that the issuer was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days:

                                YES    X                       NO
                                    --------                      ---------


Common stock,  no par value,  30,000,000  issued and  outstanding  as of May 10,
2003.







                                        i
<PAGE>
                                      INDEX

                                                                         Page
                                                                         ----
PART I - FINANCIAL INFORMATION

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

   ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
             OPERATIONS....................................................9

   ITEM 3.  CONTROLS AND PROCEDURES.......................................16


PART II - OTHER INFORMATION

   ITEM 2.  CHANGES IN SECURITIES.........................................17

   ITEM 5.  OTHER INFORMATION.............................................17

   ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K..............................17




































                                       ii
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                                             NT MEDIA CORP. OF CALIFORNIA, INC.
                                                                       CONTENTS
                                                     March 31, 2003 (unaudited)

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


                                                                        Page
                                                                    ------------

  Independent Accountant's Report                                         2

  Condensed Consolidated Balance Sheet (Unaudited)                        3
  as of March 31, 2003

  Condensed Consolidated Statements of Operations                         4
  For the Three Months Ended March 31, 2003 and 2002
  (Unaudited), and  For the Period From June 4, 1999
  (Inception) to March 31, 2003 (Unaudited)

  Condensed Consolidated Statements of Cash Flows                         5
  For the Three Months Ended March 31, 2003 and 2002
  (Unaudited), and  For the Period From June 4, 1999
  (Inception) to March 31, 2003 (Unaudited)

  Selected Information - Substantially All Disclosures                    7
  Required by Generally Accepted Accounting Principles
  are Not Included

























                                        1
<PAGE>


                         INDEPENDENT ACCOUNTANTS' REPORT




May 13, 2003


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

We have reviewed the  accompanying  condensed  consolidated  balance sheet of NT
Media Corp. of  California,  Inc. and  Subsidiary  (Delaware  Development  Stage
Companies) as of March 31, 2003, the related condensed  consolidated  statements
of operations and the condensed  consolidated  statements of cash flows, for the
three months ended March 31, 2003 and 2002, and for the period from June 4, 1999
(Inception) to March 31, 2003. These financial statements are the responsibility
of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the March 31, 2003 condensed  consolidated  financial  statements for
them to be in conformity with generally  accepted  accounting  principles of the
United States of America.

Note 16 of the Company's audited  financial  statements as of December 31, 2002,
and for the year then ended  discloses  that the Company has incurred net losses
since inception and has experienced  severe  liquidity  problems.  Our auditor's
report on those financial statements includes an explanatory paragraph referring
to the matters in Note 16 of those  financial  statements  and  indicating  that
these matters raised  substantial  doubt about the Company's ability to continue
as a going concern.  As indicated in Note 5 of the Company's unaudited condensed
consolidated  interim  financial  statements  as of March 31, 2003,  and for the
three months then ended, the Company has not generated any significant  revenues
and has not completed any equity, debt or joint venture transactions as of March
31, 2003. The accompanying  interim  financial  information does not include any
adjustments that might result from the outcome of this uncertainty.




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



                                        2
<PAGE>
               NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
                          PART 1: FINANCIAL INFORMATION
                          ITEM 1: FINANCIAL STATEMENTS
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2003
                                   (UNAUDITED)

                                     ASSETS

CURRENT ASSETS
  Cash                                                              $        -
  Interest receivable                                                    8,636
                                                                    ----------
             Total Current Assets                                        8,636

PROPERTY AND EQUIPMENT,
 net of accumulated depreciation of $10,349                              6,435

OTHER ASSETS
  Deposit                                                                  200
                                                                    ----------
             Total Assets                                           $   15,271
                                                                    ==========
                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
  Cash overdraft                                                    $    6,582
  Accounts payable - trade                                              88,448
  Accrued salaries and payroll taxes                                   207,900
  Notes payable - related parties, including interest of $572           47,009
  Note payable - unrelated party                                        15,000
  Accrued litigation settlement, including interest of $6,521          106,521
                                                                    ----------
             Total Current Liabilities                                 471,460

CONVERTIBLE NOTES PAYABLE,
 including accrued interest of $122,195                              1,039,995
                                                                    ----------
             Total Liabilities                                       1,511,455
                                                                    ----------
STOCKHOLDERS' (DEFICIT)
  Preferred stock, par value $.001 per share; 5,000,000 shares
   authorized, no shares issued and outstanding                              -
  Common stock, par value $.001 per share; 100,000,000 shares
   authorized, 30,000,000 shares issued and outstanding                 30,000
  Additional paid-in capital                                           753,982
  Less receivable from sale of stock                                   (69,482)
  (Deficit) accumulated during development stage                    (2,210,684)
                                                                    ----------
             Total Stockholders' (Deficit)                          (1,496,184)
                                                                    ----------
             Total Liabilities and Stockholders' (Deficit)          $   15,271
                                                                    ==========

                                        3

                    See Accompanying Selected Information to
             Unaudited Condensed Consolidated Financial Statements
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
                          PART 1: FINANCIAL INFORMATION
                          ITEM 1: FINANCIAL STATEMENTS
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                    For the        June 4, 1999
                                                 Three Months      (Inception)
                                                Ended March 31,       to
                                           -----------------------  March 31,
                                               2003        2002       2003
                                           ----------- ----------- ------------
REVENUE                                    $   80,000  $   25,000  $   248,589
                                           ----------  ----------  -----------
OPERATING EXPENSES
  Advertising                                       -           -       81,176
  Consulting                                   27,500           -      149,979
  Depreciation and amortization                   839         839      125,084
  Impairment loss                                   -           -      180,328
  Licensing and production                          -           -      115,714
  Professional fees                             9,216      20,883      266,488
  Rent                                          3,730       5,969      132,377
  Salaries - Web site development
      and maintenance                               -           -      372,319
  Salaries - Administrative                    24,750      34,500      251,080
  Web hosting services                              -           -      102,615
  Other                                         5,585      45,597      484,937
                                           ----------  ----------  -----------
      Total Operating Expenses                 71,620     107,788    2,262,097
                                           ----------  ----------  -----------
      Income (Loss) Before Other Expenses       8,380     (82,788)  (2,013,508)

OTHER INCOME (EXPENSES)
  Interest income                               1,154       1,089        8,636
  Interest expense                            (16,245)    (15,601)    (135,779)
  Debts forgiven                                    -           -       26,471
  Legal fees forgiven                               -           -       12,296
  Litigation settlement                             -     (20,103)    (100,000)
                                           ----------  ----------  -----------
      (Loss) Before Provision for
               Income Taxes                    (6,711)   (117,403)  (2,201,884)

(PROVISION) FOR INCOME TAXES                   (1,600)       (800)      (8,800)
                                           ----------  ----------  -----------
      Net (Loss)                           $   (8,311) $ (118,203) $(2,210,684)
                                           ==========  ==========  ===========
      (Loss) per common share              $   (0.000) $   (0.004) $    (0.090)
                                           ==========  ==========  ===========
Weighted average common shares outstanding 30,000,000  30,000,000   24,439,361
                                           ==========  ==========  ===========



                                        4

               See Accompanying Selected Information to Unaudited
                  Condensed Consolidated Financial Statements

<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
                          PART 1: FINANCIAL INFORMATION
                          ITEM 1: FINANCIAL STATEMENTS
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                    For the        June 4, 1999
                                                 Three Months      (Inception)
                                                Ended March 31,       to
                                           -----------------------  March 31,
                                               2003        2002       2003
                                           ----------- ----------- ------------
CASH FLOWS PROVIDED (USED) BY
  OPERATING ACTIVITIES:
   Net (loss)                              $   (8,311) $ (118,203) $(2,210,684)
   Adjustments to reconcile net (loss)
    to net cash provided by operating
    activities:
     Depreciation                                 839         839      125,084
     Impairment loss                                -           -      180,328
     Operating expenses paid by
       issuance of stock options                    -           -       19,500
     Operating expenses paid by reducing
       note receivable from officer                 -           -       10,000
     Debts forgiven                                 -           -      (26,471)
     Legal fees forgiven                            -           -      (12,296)
     Increase in litigation settlement              -      20,103      106,521
     Increase (decrease) in accounts
       payable and accrued expenses            (8,587)     12,256      100,744
     Increase in accrued interest for
       convertible notes and notes payable     12,487      15,587      123,287
     (Decrease) in unearned revenue           (30,000)          -            -
     Increase in accrued salaries and
        payroll taxes payable                  27,224      39,201      207,900
     (Increase) in interest receivable         (1,154)     (1,089)      (8,636)
     (Increase) in deposits                         -           -         (200)
                                           ----------  ----------  -----------
       Net Cash Flows (Used) by
          Operating Activities                 (7,502)    (31,306)  (1,384,923)
                                           ----------  ----------  -----------

CASH FLOWS PROVIDED (USED) BY INVESTING
  ACTIVITIES:
   Notes receivable from officers                   -           -      (16,048)
   Proceeds from notes receivable from
     officers                                       -           -        6,048
   Investment in property and equipment             -           -      (18,879)
   Investment in Web site development costs         -           -     (292,968)
                                           ----------  ----------  -----------
       Net Cash Flows (Used) by Investing
          Activities                                -           -     (321,847)
                                           ----------  ----------  -----------

                                        5

               See Accompanying Selected Information to Unaudited
                  Condensed Consolidated Financial Statements

<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
                          PART 1: FINANCIAL INFORMATION
                          ITEM 1: FINANCIAL STATEMENTS
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                   (UNAUDITED)

                                                    For the        June 4, 1999
                                                 Three Months      (Inception)
                                                Ended March 31,       to
                                           -----------------------  March 31,
                                               2003        2002       2003
                                           ----------- ----------- ------------
CASH FLOWS PROVIDED (USED) BY FINANCING
  ACTIVITIES:
   Proceeds from note payable and advance
          from officer                            173       1,332      107,478
   Payment of note payable to officer         (19,337)          -      (35,090)
   Proceeds from issuance of convertible
          notes                                     -      43,900      917,800
   Proceeds from common stock issued                -           -      695,000
   Proceeds from note payable - unrelated
          party                                15,000           -       15,000
                                           ----------  ----------  -----------
       Net Cash Flows Provided (Used)
          by Financing Activities              (4,164)     45,232    1,700,188
                                           ----------  ----------  -----------
NET INCREASE (DECREASE) IN CASH            $  (11,666) $   13,926  $    (6,582)

CASH BEGINNING OF THE PERIODS                   5,084       2,992            -
                                           ----------  ----------  -----------
CASH (OVERDRAFT) AT THE END OF THE PERIODS $   (6,582) $   16,918  $    (6,582)
                                           ==========  ==========  ===========
ADDITIONAL DISCLOSURES:
       Cash paid during the periods for:

        Income taxes                       $        -  $        -  $     4,000
                                           ==========  ==========  ===========
        Interest                           $    3,758  $      203  $     4,772
                                           ==========  ==========  ===========
NON-CASH INVESTING AND FINANCING
    ACTIVITIES:
       Note receivable for common stock    $        -  $        -  $    69,482
                                           ==========  ==========  ===========
       Forgiveness of notes payable -
           related parties                 $        -  $        -  $    26,471
                                           ==========  ==========  ===========







                                        6

               See Accompanying Selected Information to Unaudited
                  Condensed Consolidated Financial Statements

<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
                              SELECTED INFORMATION
          Substantially All Disclosures Required by Generally Accepted
                     Accounting Principles are Not Included
                                 MARCH 31, 2003

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance  with the  instructions  to Form 10QSB and do not include
all  the  information  and  notes  required  by  generally  accepted  accounting
principles for complete financial statements. In the opinion of management,  the
accompanying  unaudited condensed  consolidated financial statements contain all
adjustments  (all of which are normal and  recurring  in  nature)  necessary  to
present fairly the financial position of NT Media Corp. of California,  Inc. and
Subsidiary  (the Company) at March 31, 2003,  and the results of operations  and
cash flows for the period ended March 31, 2003.

The notes to the audited  financial  statements  for the year ended December 31,
2002 should be read in conjunction with these condensed  consolidated  financial
statements.

The  results  of  operations  for the  quarter  ended  March  31,  2003  are not
necessarily  indicative of the results to be expected for the entire fiscal year
or any other period.

NOTE 2 - USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect certain  reported amounts and  disclosures.  Accordingly,  actual results
could differ from those estimates.

NOTE 3 - RECLASSIFICATIONS

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

NOTE 4 - NOTE PAYABLE - UNRELATED PARTY

On March 31,  2003,  the Company  obtained a  short-term  note  payable  from an
unrelated  party in the amount of $15,000 at an  interest  rate of 12% per year.
Principal and interest are due on September 31, 2003 or upon the Company raising
additional funds of more than $100,000,  whichever occurs first. The note may be
extended by mutual consent.











                                        7

<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (DEVELOPMENT STAGE COMPANIES)
                              SELECTED INFORMATION
          Substantially All Disclosures Required by Generally Accepted
                     Accounting Principles are Not Included
                                 MARCH 31, 2003

NOTE 5 - UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN

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

NOTE 6 - EARNINGS PER SHARE

Fully  diluted  per  share  data  is not  presented,  as the  effects  would  be
antidilutive.

NOTE 7 - CONCENTRATION

For the three months ended March 31, 2003, revenue from one customer represented
100% of the Company's revenue.

NOTE 8 - RELATED PARTY TRANSACTIONS

For the three  months  ended March 31,  2003,  the Company paid $20,000 to Astor
Capital,  Inc.  for  consulting  fees.  Astor  Capital,  Inc.  is  a  California
corporation   of  which  Ali   Moussavi,   the  Company's   Secretary,   is  the
Manager/Partner and 50% owner. At March 31, 2003, Astor Capital,  Inc. held 7.8%
shares of the Company's total common stock issued.





















                                        8

<PAGE>

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

Caution About Forward-Looking Statements

This Form 10-QSB includes  "forward-looking"  statements  about future financial
results, future business changes and other events that haven't yet occurred. For
example,  statements like the Company "expects," "anticipates" or "believes" are
forward-looking  statements.  Investors  should be aware that actual results may
differ materially from the Company's expressed expectations because of risks and
uncertainties  about the future.  The Company  does not  undertake to update the
information in this Form 10-QSB if any forward-looking statement later turns out
to be inaccurate. Details about risks affecting various aspects of the Company's
business  are  discussed  throughout  this Form 10-QSB and should be  considered
carefully.

Plan of Operation for the Next Twelve Months

NT Media's business includes the development and production of feature films and
television programs, and the provision of international business development and
strategy  consulting  services.  With  its  existing  operations,   the  Company
generates or will generate  revenue through  producer fees,  license/acquisition
fees (theatrical, network television, cable television, home video, syndication,
and  foreign  territories),  participation  fees  (percentage  of box office and
ancillary  gross or adjusted  gross  revenue  with  respect to feature  film and
television  production),  and consulting  fees and  commissions  with respect to
business  development  and  strategy   consulting.   The  Company  has  recently
discontinued  various  lines of  business  of its  subsidiary  Ecast and expects
revenues and losses from Ecast's business to decline accordingly.

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

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

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

Outside   financing  will  continue  to  be  necessary  to  meet  the  Company's
anticipated  working  capital  needs for the  foreseeable  future.  The  Company


                                        9

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

Results of Operation

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

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

Subsequent to April 17, 2001, the Company's  primary business  activities became
those  operations  previously  carried  on by Ecast  including  the  production,
aggregation and distribution of on- and off-line content,  management of on- and
off-line talent and literary  clients and the provision of strategic  counseling
services to growth oriented companies in the entertainment and media sectors.

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

Due to the Company's current growth strategy,  the results of operations for the
last two fiscal years will likely not be indicative of the Company's current and
future operations. The current management discussion and analysis should be read
in the context of the Company's change of business in April, 2001 as a result of
its  reorganization  with Ecast and the Company's  current emphasis on acquiring
new lines of business.

As of January 1, 2003, NT Media entered into a consulting  agreement with Arthur
Bernstein  to provide  consulting  services  in  connection  with the  Company's
entertainment business development and strategy.

Operating Results for the Quarters Ended March 31, 2003 and 2002

The Company  realized  revenue of $80,000  for the quarter  ended March 31, 2003
which represents a substantial  increase compared to revenues of $25,000 for the


                                       10
<PAGE>
same  quarter of 2002.  This  increase was due  primarily to increased  revenues
generated  through  consulting  fees (with respect to business  development  and
strategy  consulting)  and to a  lesser  extent  license/acquisition  fees.  The
revenues  from Ecast's  lines of business are expected to continue to decline as
the Company sells or discontinues certain lines of business previously conducted
by Ecast.

Operating  expenses  decreased 33% from $107,788 in the first quarter of 2002 to
$71,620 in the first  quarter of 2003.  The decrease was due primarily to: (i) a
$11,667  decline in  professional  fees caused by  completion  of  year-end  SEC
filings;  (ii) a $10,000 drop in  administrative  salaries;  and (iii) a $40,000
decrease resulting from decreased office expenses, eliminated car lease payments
and no travel expenses incurred during the quarter.  These reduced or eliminated
expenses were partially  offset by consulting  fees of $27,500 paid in the first
quarter of 2003 with no similar fees paid during the first quarter of 2002.

The Company  realized an operating  income of $8,380 for the quarter ended March
31, 2003  compared to an operating  loss of $82,788 in the same quarter of 2002.
This operating income reflects both the increase in revenues and the decrease in
operating expenses incurred during the first quarter of 2003.

Other  expenses  declined 56% from  $34,615 in the quarter  ended March 31, 2002
compared  to $15,091 of  expenses in the same  quarter of 2003.  While  interest
income and expense  remained  substantially  unchanged,  expenses  for the first
quarter  of 2002  include  a  $20,103  expense  relating  to the  settlement  of
litigation with no similar expense reported in the first quarter of 2003.

The   Company's   total  net  loss  for  the  first  quarter  of  2003  declined
substantially  from  $118,203 in the quarter ended March 31, 2002 to a total net
loss of $8,311 in the quarter ended March 31, 2003.  The smaller net loss in the
first  quarter of 2003  reflected  not only the decrease in operating  and other
expenses but also the significant  increase in revenues during the first quarter
of 2003.

The Company  plans to increase its business  operations  and revenue  generation
from  the  acquisition  of one or more  companies  adding  additional  lines  of
business to the Company's operations. Such acquisitions may take the form of the
purchase of assets,  a corporate  merger or some other  transaction  designed to
have the Company own and continue operating the acquired businesses.

Liquidity and Sources of Capital

The Company has incurred significant  operating losses for the last three fiscal
years and,  as of March 31,  2003,  the Company  had an  accumulated  deficit of
$2,210,684.  At March 31, 2003 the Company had no cash or cash equivalents and a
net working capital deficit of $462,824.

During the last three years,  both the Company and its wholly-owned  subsidiary,
Ecast,  have been  dependent  on borrowed or invested  funds in order to finance
their  ongoing  operations.  As  of  March  31,  2003,  Ecast  had  $620,000  in
outstanding debt represented by 6% convertible notes while NT Media had $297,800
in outstanding  debts  represented by 6% convertible  notes. Such notes had been
issued to two of the Company's major stockholders.  The Company anticipates that
these major stockholders will continue to provide working capital to the Company
on an as-needed basis.


                                       11
<PAGE>
The  report of NT Media's  independent  accountants  includes a "going  concern"
explanation.  In the  accountant's  opinion,  the  Company's  limited  operating
history and the accumulated net deficit as of March 31, 2003, raise  substantial
doubt about its ability to continue as a going concern.


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

As of March 31, 2003,  NT Media's  principal  commitments  include an obligation
under a  month-to-month  lease of $750 per  month  for the  Company's  corporate
offices.

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

Factors Affecting Future Operating Results

The Company has incurred losses since inception and has not generated sufficient
revenues to cover its expenses  during 2002 and the first  quarter of 2003. As a
result of the losses and  negative  cash flows from  operations,  the  Company's
ability to continue  operations will depend on its ability to generate increased
revenues and the availability of outside  financing for working capital.  If the
Company is unable to  generate  sufficient  revenues in the near future to cover
its expenses or obtain outside  capital to cover operating  expenses,  it may be
unable to expand or maintain business operations.

If the  Company is unable to execute  acquisitions,  it may be unable to achieve
significant  revenue  particularly in light of the Company's  curtailment of its
Ecast business. Additionally, if the Company is unable to establish and maintain
its  network  of  professional  relationships,  it may  be  unable  to  identify



                                       12
<PAGE>
acquisition  targets and may be unable to attract  financing and business to any
acquired  companies  that would  operate as  subsidiaries  of the Company.  As a
result,  the Company  may be unable to achieve  significant  revenue,  or in the
event  it is  successful  in  making  acquisitions,  revenues  of  the  acquired
companies  could be reduced.  There can be no  assurance  that the Company  will
identify sufficient acquisition opportunities,  be able to close acquisitions on
acceptable  commercial  terms, or be able to create and/or maintain a demand for
the  products  and/or  services  of any  acquired  companies,  in the  event any
acquisitions take place.

Future acquisitions  involve a number of special risks,  including the diversion
of management's attention to the assimilation of the operations and personnel of
the  acquired  companies,  adverse  short-term  effects on NT Media's  operating
results and the  potential  inability  to  integrate  financial  and  management
reporting systems.  A significant  portion of NT Media's resources could be used
for these  acquisitions.  If the Company is not able to integrate and expand the
operations  of acquired  companies,  without  excessive  costs,  delays or other
adverse consequences, revenues of the acquired companies could decrease.

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

The Company is  attempting  to develop  several  programs for  possible  film or
television  presentation.  These projects may not find  financial  backing or be
commercially viable.

At March 31, 2003, the Company had loans of approximately $47,000 owed primarily
to officers,  directors and stockholders of the Company.  These short term loans
bear interest at 6% per annum.  The principal and interest  represented by these
loans are payable  upon  demand by the  creditors.  While the  Company  does not
anticipate  that any of the holders of these short term loans will make a demand
for repayment in the  foreseeable  future,  if a demand for repayment were to be
made, the Company would likely not be able to repay any substantial  amount from
its current cash flow. If the Company were unable to obtain  sufficient  cash to
satisfy any repayment demand or was unable to negotiate  alternative  terms with
such loan holder, the Company would be in default on such loan. Any such default
would  give  rise  to  legal  remedies  against  NT  Media  or  its  subsidiary.
Alternatively,  if these creditors were to convert all or  substantially  all of
these notes into the  Company's  common  stock,  such a conversion  would have a
significant dilutive affect.

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




                                       13
<PAGE>
In summary,  the  Company's  revenues and  operating  results in any  particular
quarter may fluctuate as a result of a number of factors,  including competition
in the markets in which the with Company operates,  delays in acquiring new core
businesses,  the current  economic  conditions as well as the performance of the
entertainment  industries as discussed  above.  The Company's  future  operating
results  will  depend,  to a large  extent,  on its  ability to  anticipate  and
successfully  react to these and other  factors and  successfully  implement its
growth strategy. Failure to anticipate and successfully overcome these and other
factors could adversely affect the Company's  business,  financial condition and
results of operations.

Recent Accounting Pronouncements

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

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

In June 2001,  the AICPA  issued an exposure  draft of a proposed  Statement  of
Position  (SOP),  "Accounting  for  Certain  Costs  and  Activities  Related  to
Property,  Plant,  and  Equipment."  The  proposed  SOP  would  require  certain
expenditures  previously  included  in the cost basis of  Property,  Plant,  and
Equipment (PP&E) to be expensed as incurred.  Generally,  only direct costs that
are incremental and can be directly  identified with the specific asset could be
capitalized.  General  and  administrative  costs and  overhead  costs  would be
expensed as incurred. Concurrent with the issuance of the proposed SOP, the FASB
issued an exposure  draft of a proposed  Statement,  "Accounting  in Interim and
Annual  Financial  Statements  for  Certain  Costs  and  Activities  Related  to
Property,  Plant, and Equipment - an amendment of APB Opinions No. 20 and 28 and
FASB  Statements  No. 51 and 67 and a rescission of FASB  Statement No. 73." The
proposed  Statement  would  conform  existing   accounting   literature  to  the
requirements  of the  proposed  SOP and would  require  the  application  of the
guidance  contained in the  proposed  SOP in both  interim and annual  financial
statements.  The proposed SOP and Statement  would be effective for fiscal years
beginning after June 15, 2002.

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal  of  Long-Lived   Assets."  SFAS  No.  144  supersedes  SFAS  No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of", and the accounting and reporting provisions for the disposal of


                                       14
<PAGE>
a segment of a business prescribed in APB Opinion No. 30, "Reporting the Results
of  Operations  - Reporting  the Effects of Disposal of a Segment of a Business,
and Extraordinary,  Unusual and Infrequently Occurring Events and Transactions".
This statement  provides a single  accounting model for long-lived  assets to be
disposed of and significantly  changes the criteria that would have to be met to
classify  an asset  as  held-for-sale.  Classification  as  held-for-sale  is an
important  distinction  since such assets are not  depreciated and are stated at
the lower of fair  value and  carrying  amount.  This  statement  also  requires
expected future operating losses from discontinued operations to be displayed in
the  period(s)  in  which  the  losses  are  incurred,  rather  than  as of  the
measurement  date as  presently  required.  SFAS No.  144 is  effective  for the
financial  statements  issued for the fiscal year  beginning  after December 15,
2001, and interim  periods within those fiscal years.  The Company  adopted SFAS
No. 144 effective January 1, 2002.

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

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

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

FASB has also issued SFAS No. 147 but it will not have any  relationship  to the
operations of the Company therefore a description of its impact on the Company's
operations has not been disclosed.


Critical Accounting Policies

NT Media's  discussion  and analysis of its  financial  condition and results of
operations are based upon its consolidated financial statements, which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States of America.  The  preparation  of  financial  statements  require
managers to make  estimates  and judgments  that affect the reported  amounts of
assets and liabilities, revenues and expenses and disclosures on the date of the
financial statements.  On an on-going basis, the Company's accountants' evaluate
the  estimates,  including,  but  not  limited  to,  those  related  to  revenue



                                       15
<PAGE>
recognition.   The  Company  uses   authoritative   pronouncements,   historical
experience  and other  assumptions  as the basis for  making  judgments.  Actual
results could differ from those estimates.


ITEM 3.  CONTROLS AND PROCEDURES

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

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


































                                       16
<PAGE>

                           PART II - OTHER INFORMATION


ITEM 2.  CHANGES IN SECURITIES

Sales of Unregistered Securities During the Quarter


ITEM 5.  OTHER INFORMATION

In April 2002, NT Media opened an office in Montreal,  Canada.  In January 2003,
the Montreal office operations were suspended pending new business opportunities
being developed in that region.

During the quarter,  both NT Media and Ecast relocated their principal executive
offices  to 8428  Melrose  Place,  Suite  B, Los  Angeles,  CA  90069.  NT Media
subleases  this office space for a monthly rent of $750 per month  pursuant to a
month-to-month lease.

In January 2003, NT Media  terminated its employment  agreements  with both Amir
Ettehadieh as Executive  Assistant to the CEO and Chris Briggs as Vice President
Entertainment and Strategy. Mr. Ettehadieh continues to work with the Company on
a consulting basis.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits:

                  (i)      99.1 - Certification pursuant to Section 906 of the
                           Sarbanes-Oxley Act of 2002.

         (b)      Reports on Form 8-K:  None























                                       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:  May 15, 2003                 NT MEDIA CORP. OF
                                     CALIFORNIA, INC.



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









































                                       18
<PAGE>
               CERTIFICATION FOR QUARTERLY REPORTS ON FORM 10-QSB

I, Chris Mehringer, certify that:

1.  I have reviewed this quarterly report  on  Form 10-QSB of NT Media  Corp. of
California, Inc. ("Registrant");

2.  Based on my knowledge,  this quarterly  report  does not  contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;

4.  The  Registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
material  information  relating to the  Registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

         b) evaluated the effectiveness of the Registrant's  disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date"); and

         c) presented in  this  quarterly  report  our  conclusions   about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.  The Registrant's other certifying officer and I have disclosed, based on our
most recent evaluation,  to the Registrant's auditors and the audit committee of
Registrant's board of directors (or persons performing the equivalent function):

         a) all significant  deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  Registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
Registrant's auditors any material weaknesses in internal controls; and

         b) any fraud, whether or not material,that involves management or other
employees who have a significant role in the Registrant's internal controls; and











                                       19
<PAGE>
6.  The Registrant's  other  certifying  officer  and I have  indicated  in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  May 15, 2003


                               /s/ Chris Mehringer
                               ----------------------------------------------
                               Chris Mehringer, President and Chief Executive
                               Officer












































                                       20
<PAGE>
               CERTIFICATION FOR QUARTERLY REPORTS ON FORM 10-QSB

I, Chris Mehringer, certify that:

1.  I have reviewed this quarterly report  on  Form 10-QSB of NT Media  Corp. of
of  California,  Inc. ("Registrant");

2.  Based on my  knowledge,  this  quarterly report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;

4.  The  Registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
material  information  relating to the  Registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

         b) evaluated the effectiveness of the Registrant's  disclosure controls
and  procedures  as of a date  within 90 days prior to the  filing  date of this
quarterly report (the "Evaluation Date"); and

         c) presented in  this  quarterly  report  our  conclusions   about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.  The Registrant's other certifying officer and I have disclosed, based on our
most recent evaluation,  to the Registrant's auditors and the audit committee of
Registrant's board of directors (or persons performing the equivalent function):

         a) all significant  deficiencies in the design or operation of internal
controls  which  could  adversely  affect  the  Registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
Registrant's auditors any material weaknesses in internal controls; and

         b) any fraud, whether or not material,that involves management or other
employees who have a significant role in the Registrant's internal controls; and











                                       21
<PAGE>
6.  The Registrant's  other  certifying  officer  and I have  indicated  in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  May 15, 2003


                                    /s/ Chris Mehringer
                                    ----------------------------------------
                                    Chris Mehringer, Chief Financial Officer













































                                       22