U.S.
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
10-Q




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




For the
quarterly period ended:  June 30, 2010




OR




o
            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 incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)7800
      Oceanus Drive
              Los
      Angeles, California
            
            90046(Address
      of principal executive offices)
            
            (Zip
      Code)





Registrants
telephone number: (323)
445-4833








Check
whether the registrant  (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 o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if  any, every Interactive Data File
requiredto be submitted and
posted pursuant to Rule 405 of RegulationS-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes o No
o





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




Check
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes oNo x





Number of
shares outstanding as of August 23, 2010: 26,192,093 common shares.








NT
MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARY


June
30, 2010 (unaudited)





INDEX





Page
      No.PART I.
            Financial Information
            
            3Item 1.
            Consolidated Financial Statements
    (unaudited)
            3Notes to Consolidated Financial Statements
            16Item 2.
            Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
            22Item 3.
            Quantitative and Qualitative Disclosures About Market
      Risk
            27Item 4.
            Controls and Procedures
            27PART II.
            Other Information
            
            28Item 1.
            Legal Proceedings
            28Item 1A
            Risk Factors
            28Item 2.
            Unregistered Sales of Equity Securities and Use of
      Proceeds
            28Item 3.
            Defaults Upon Senior Securities
            28Item 4.
            Removed and Reserved
            28Item 5.
            Other Information
            28Item 6.
            Exhibits
            28SIGNATURES
            
            29





2




NT Media
Corp. of California, Inc. and Subsidiaries
 (A
Development Stage Company) Consolidated Balance Sheets
  June
      30, 2010
                
                
                December
      31, 2009(unaudited)ASSETSCURRENT
      ASSETSCash
      and cash equivalents
                
                $
                41
                
                
                $
                586Prepaid
      expenses
                
                
                28,834
                
                
                
                -TOTAL
      CURRENT ASSETS
                
                $
                28,875
                
                
                $
                586LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      payable
                
                $
                555,642
                
                
                $
                532,206Accrued
      liabilities
                
                
                594,954
                
                
                
                531,868Accrued
      liabilities to related parties
                
                
                1,094,682
                
                
                
                1,000,237Notes
      payable
                
                
                916,850
                
                
                
                582,119Notes
      payable, related party
                
                
                46,268
                
                
                
                28,818Convertible
      notes payable
                
                
                282,200
                
                
                
                282,200Convertible
      notes payable, related party
                
                
                625,600
                
                
                
                625,600Accrued
      litigation settlement
                
                
                113,178
                
                
                
                113,178TOTAL
      CURRENT LIABILITIES
                
                
                4,229,374
                
                
                
                3,696,227LONG-TERM
      LIABILITIESNote
      Payable
                
                
                122,521
                
                
                
                260,251TOTAL
      LIABILITES
                
                
                4,351,895
                
                
                
                3,956,478COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      DEFICITPreferred
      stock, $0.001 par value, 5,000,000 sharesauthorized;
      0 shares issued and outstanding
                
                
                -
                
                
                
                -Common
      stock; $0.001 par value; 1,000,000,000 sharesauthorized;
      26,192,093 and 25,180,329 issued and outstanding
                
                
                26,192
                
                
                
                25,180Additional
      paid-in capital
                
                
                3,390,175
                
                
                
                3,365,893Deficit
      accumulated during the development stage
                
                
                (7,739,387
                )
                
                
                (7,346,966
                )TOTAL
      STOCKHOLDERS' DEFICIT
                
                
                (4,323,020
                )
                
                
                (3,955,892
                )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                
                $
                28,875
                
                
                $
                586
    3
  NT Media Corp. of
California, Inc. and Subsidiaries
 (A
Development Stage Company)
 Consolidated
Statements of Operations
 (Unaudited)
 Six
      Months Ended
                  
                  
                  Cumulative
      from
                    June
      4,June
      30,
                    2010
                  
                  
                  June
      30,
                    2009
                  
                  
                  1999
      (inception) toJune 30,
      2010REVENUES
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  385,997COSTS
      AND EXPENSESGeneral
      and administrative
                  
                  
                  310,567
                  
                  
                  
                  193,035
                  
                  
                  
                  6,029,964Depreciation
      and amortization
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  132,077Impairment
      of film costs
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  156,445Impairment
      of related party receivables
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  35,383Inventory
      Write-down
                  
                  
                  -
                  
                  
                  
                  24,820Loss on litigation settlement
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  100,000TOTAL
      COSTS AND EXPENSES
                  
                  
                  310,567
                  
                  
                  
                  193,035
                  
                  
                  
                  6,478,689LOSS
      FROM OPERATIONS
                  
                  
                  (310,567
                  )
                  
                  
                  (193,035
                  )
                  
                  
                  (6,092,692
                  )OTHER
      INCOME (EXPENSE)Interest
      income, related party
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  23,154Interest
      expense
                  
                  
                  (62,286
                  )
                  
                  
                  (131,821
                  )
                  
                  
                  (801,559
                  )Interest
      expense, related party
                  
                  
                  (18,768
                  )
                  
                  
                  (18,768
                  )
                  
                  
                  (481,429
                  )Loan
      fees
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (616,000
                  )Debt
      forgiven
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  290,595Legal
      fees forgiven
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  12,296Provision
      for common stock subscription receivable
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (91,552
                  )TOTAL
      OTHER INCOME (EXPENSE)
                  
                  
                  (81,054
                  )
                  
                  
                  (150,589
                  )
                  
                  
                  (1,664,495
                  )LOSS
      BEFORE PROVISION FOR INCOME TAXES
                  
                  
                  (391,621
                  )
                  
                  
                  (343,624
                  )
                  
                  
                  (7,757,187
                  )AND
      NONCONTROLLING INTERESTPROVISION
      FOR INCOME TAXES
                  
                  
                  800
                  
                  
                  
                  800
                  
                  
                  
                  15,200LOSS
      BEFORE NON-CONTROLLING INTEREST
                  
                  
                  (392,422
                  )
                  
                  
                  (344,424
                  )
                  
                  
                  (7,772,387
                  )LESS:
      LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  33,000NET
      LOSS ATTRIBUTABLE TO NT MEDIA CORP. OF CALIFORNIA, INC. AND
      SUBSIDIARIES
                  
                  $
                  (392,422
                  )
                  
                  $
                  (344,424
                  )
                  
                  $
                  (7,739,386
                  )NET
      (LOSS) PER SHARE:BASIC
      AND DILUTED
                  
                  $
                  (0.015
                  )
                  
                  $
                  (0.037
                  )WEIGHTED
      AVERAGE SHARES OUTSTANDING:BASIC
      AND DILUTED
                  
                  
                  25,444,512
                  
                  
                  
                  9,251,499
 
 See
accompanying notes to consolidated financial statements.
  4
  NT
Media Corp. of California, Inc. and Subsidiaries
 (A
Development Stage Company) Consolidated
Statements of Operations (Unaudited)
  Three
      months endedJune
      30,
                    2010
                  
                  
                  June
      30,
                    2009REVENUES
                  
                  $
                  -
                  
                  
                  $
                  -COSTS
      AND EXPENSESGeneral
      and administrative
                  
                  
                  209,159
                  
                  
                  
                  79,115TOTAL
      COSTS AND EXPENSES
                  
                  
                  209,159
                  
                  
                  
                  79,115LOSS
      FROM OPERATIONS
                  
                  
                  (209,159
                  )
                  
                  
                  (79,115
                  )OTHER
      INCOME (EXPENSE)Interest
      expense
                  
                  
                  (32,469
                  )
                  
                  
                  (41,939
                  )Interest
      expense, related party
                  
                  
                  (9,384
                  )
                  
                  
                  (9,384
                  )TOTAL
      OTHER INCOME (EXPENSE)
                  
                  
                  (41,853
                  )
                  
                  
                  (51,323
                  )LOSS
      BEFORE PROVISION FOR INCOME TAXES
                  
                  
                  (251,012
                  )
                  
                  
                  (130,438
                  )AND
      NONCONTROLLING INTERESTPROVISION
      FOR INCOME TAXES
                  
                  
                  -
                  
                  
                  
                  -LOSS
      BEFORE NON-CONTROLLING INTEREST
                  
                  
                  (251,012
                  )
                  
                  
                  (130,438
                  )LESS:
      LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST
                  
                  
                  -
                  
                  
                  
                  -sNET
      LOSS ATTRIBUTABLE TO NT MEDIA CORP. OF CALIFORNIA, INC. AND
      SUBSIDIARIES
                  
                  $
                  (251,012
                  )
                  
                  $
                  (130,438
                  )NET
      (LOSS) PER SHARE:BASIC
      AND DILUTED
                  
                  $
                  (0.0098
                  )
                  
                  $
                  (0.0130
                  )WEIGHTED
      AVERAGE SHARES OUTSTANDING:BASIC
      AND DILUTED
                  
                  
                  25,702,888
                  
                  
                  
                  10,056,283
 
 See
accompanying notes to consolidated financial statements.
  5
  NT Media Corp. of California, Inc. and
Subsidiaries
 (A
Development Stage Company) Consolidated
Statements of Cash Flows (Unaudited)
 Six
      Months Endeds
                  
                  
                  Cumulative
      fromJune 4,June
      30,
                  
                  
                  June
      30,
                  
                  
                  1999
      (inception) to2010
                  
                  
                  2009
                  
                  
                  June
      30, 2010CASH
      FLOWS FROM (TO) OPERATING ACTIVITIES:Net
      loss before non-controlling interest
                  
                  $
                  (392,422
                  )
                  
                  $
                  (344,424
                  )
                  
                  $
                  (7,772,388
                  )Adjustments
      to reconcile net loss to net cashused
      in operating activities:Depreciation
      and amortization
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  132,077Impairment
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  336,773Inventory
      write-down
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  24,820Impairment
      of related party receivables
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  35,383Operating
      expenses paid by reducing note receivable
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  10,000Stock
      issued for services
                  
                  
                  25,294
                  
                  
                  
                  60,000
                  
                  
                  
                  967,637Deferred
      compensation
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  10,417Stock
      issued for loan fees
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  423,000Stock
      options issued for services
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  60,370Legal
      fees forgiven
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (12,296
                  )Debts
      forgiven
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (290,595
                  )Provision
      for common stock subscription receivable
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  89,468Amount
      attributable to minority interest
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  33,000Beneficial
      conversion of debt and accrued interest
                  
                  
                  -
                  
                  
                  
                  79,473
                  
                  
                  
                  233,380Changes
      in assets and liabilities:Interest
      receivable
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (19,986
                  )Inventory
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (24,820
                  )Prepaid
      Expenses
                  
                  
                  (28,835
                  )
                  
                  
                  5,117
                  
                  
                  
                  (28,835
                  )Other
      assets
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (24,000
                  )Litigation
      settlement
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  100,000Accounts
      payable and accrued expenses
                  
                  
                  86,522
                  
                  
                  
                  81,114
                  
                  
                  
                  1,521,144Accrued
      expenses, related party
                  
                  
                  94,445
                  
                  
                  
                  94,073
                  
                  
                  
                  1,051,259Net
      cash (used in) operating activities
                  
                  
                  (214,996
                  )
                  
                  
                  (24,647
                  )
                  
                  
                  (3,144,192
                  )CASH
      FLOWS FROM (TO) INVESTING ACTIVITIES:Notes
      receivable from officer
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (45,048
                  )Collection
      of notes receivable from officer
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  35,048Notes
      receivable, related parties
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (50,000
                  )Collection
      of notes receivable, related parties
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  50,000Investment
      in property and equipment
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (18,879
                  )Investment
      in film costs
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (133,005
                  )  6
 NT Media Corp. of California, Inc. and
Subsidiaries
 (A
Development Stage Company) Consolidated
Statements of Cash Flows (Unaudited)
 (CONTINUED)
   Cumulative
      fromSix
      Months Endeds
                    
                    
                    June 4,June
      30,
                    
                    
                    June
      30,
                    
                    
                    1999
      (inception) to2010
                    
                    
                    2009
                    
                    
                    June
      30, 2010Investment
      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
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,254,154Payment
      of offering costs
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (66,450
                  )Proceeds
      from notes payable
                  
                  
                  197,000
                  
                  
                  
                  54,000
                  
                  
                  
                  1,427,038Proceeds
      from notes payable, related party
                  
                  
                  30,123
                  
                  
                  
                  23,701
                  
                  
                  
                  659,803Payments
      of notes payable
                  
                  
                  
                  
                  
                  
                  (38,700
                  )
                  
                  
                  (201,916
                  )Payments
      of notes payable, related party
                  
                  
                  (12,672
                  )
                  
                  
                  -
                  
                  
                  
                  (391,344
                  )Proceeds
      from issuance of convertible notes
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  917,800Net
      cash provided by financing activities
                  
                  
                  214,451
                  
                  
                  
                  39,001
                  
                  
                  
                  3,599,085NET
      INCREASE/(DECREASE) IN CASH ANDCASH
      EQUIVALENTS
                  
                  
                  (545
                  )
                  
                  
                  14,354
                  
                  
                  
                  41CASH
      AND CASH EQUIVALENTS,Beginning
      of period
                  
                  
                  586
                  
                  
                  
                  280
                  
                  
                  
                  -CASH
      AND CASH EQUIVALENTS,End
      of period
                  
                  $
                  41
                  
                  
                  $
                  14,634
                  
                  
                  $
                  41SUPPLEMENTAL
      DISCLOSURES OFCASH
      FLOW INFORMATION:Cash
      paid during the period for:Interest
      paid
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  21,511Income
      taxes paid
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  4,000NONCASH
      FINANCING ACTIVITIES:Beneficial
      conversion of debt and accrued interest
                  
                  $
                  -
                  
                  
                  $
                  79,473
                  
                  
                  $
                  233,386Stock
      issued for services
                  
                  $
                  25,294
                  
                  
                  $
                  60,000
                  
                  
                  $
                  967,637Stock
      issued for loan fees
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  423,000Stock
      options issued for services
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  60,370
 
 See
accompanying notes to consolidated financial statements.
  7
  NT
Media Corp. of California, Inc. and Subsidiaries
 (A
Development Stage Company) Consolidated
Statements of Stockholders' Deficit For
the Period From June 4, 1999 (inception) to June 30, 2010
(Unaudited)
 DeficitCommon
                  
                  
                  accumulatedAdditional
                  
                  
                  Stock
                  
                  
                  during
      theCommon
      stock
                  
                  
                  paid-in
                  
                  
                  Subscription
                  
                  
                  development
                  
                  
                  DeferredShares
                  
                  
                  Amount
                  
                  
                  capital
                  
                  
                  Receivable
                  
                  
                  stage
                  
                  
                  Compensation
                  
                  
                  TotalBalance
      at June 4, 1999 (inception)
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  
                  
                  $
                  -Stock
      sales - June 4, 1999 at $0.30 per  share
                  
                  
                  63,415
                  
                  
                  
                  63
                  
                  
                  
                  19,937
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  20,000Stock
      sales - August 25, 1999 at $1.10 per share
                  
                  
                  22,900
                  
                  
                  
                  23
                  
                  
                  
                  24,977
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  25,000Stock
      sales - October 12, 1999 at $2.20 per share
                  
                  
                  89,874
                  
                  
                  
                  90
                  
                  
                  
                  199,910
                  
                  
                  
                  (10,000
                  )
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  190,000Net
      loss for the period from June 4, 1999 (inception)
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  -December
      31, 1999
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (65,583
                  )
                  
                  
                  
                  
                  
                  (65,583
                  )Balance
      at December 31, 1999
                  
                  
                  176,189
                  
                  
                  
                  176
                  
                  
                  
                  244,824
                  
                  
                  
                  (10,000
                  )
                  
                  
                  (65,583
                  )
                  
                  
                  -
                  
                  
                  
                  169,417Payment
      received on stock sale - February 1, 2000
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  10,000
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  10,000Stock
      sales - April 19, 2000 at $5.70 per share
                  
                  
                  44,038
                  
                  
                  
                  44
                  
                  
                  
                  249,956
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  250,000Stock
      sales - May 5, 2000 at $15.90 per share
                  
                  
                  12,573
                  
                  
                  
                  13
                  
                  
                  
                  199,987
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  200,000Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (810,463
                  )
                  
                  
                  
                  
                  
                  
                  (810,463
                  )Balance
      at December 31, 2000
                  
                  
                  232,800
                  
                  
                  
                  233
                  
                  
                  
                  694,767
                  
                  
                  
                  -
                  
                  
                  
                  (876,046
                  )
                  
                  
                  -
                  
                  
                  
                  (181,046
                  )Stock
      sales - April 4, 2001 at $9.70 per share
                  
                  
                  7,200
                  
                  
                  
                  7
                  
                  
                  
                  69,475
                  
                  
                  
                  (69,482
                  )
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  -Reorganization
      of NT Media - April 17, 2001
                  
                  
                  60,000
                  
                  
                  
                  60
                  
                  
                  
                  (60
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  -Issuance
      of stock options - August 30, 2001
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  19,500
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  19,500Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (972,048
                  )
                  
                  
                  
                  
                  
                  
                  (972,048
                  )  8
 NT
Media Corp. of California, Inc. and Subsidiaries
 (A
Development Stage Company) Consolidated
Statements of Stockholders' Deficit For
the Period From June 4, 1999 (inception) to June 30, 2010
(Unaudited)
 (CONTINUED)
  DeficitCommon
                    
                    
                    accumulatedAdditional
                    
                    
                    Stock
                    
                    
                    during
      theCommon
      stock
                    
                    
                    paid-in
                    
                    
                    Subscription
                    
                    
                    development
                    
                    
                    DeferredShares
                    
                    
                    Amount
                    
                    
                    capital
                    
                    
                    Receivable
                    
                    
                    stage
                    
                    
                    Compensation
                    
                    
                    Total
 Balance
      at December 31, 2001
                    
                    
                    300,000
                    
                    
                    
                    300
                    
                    
                    
                    783,682
                    
                    
                    
                    (69,482
                    )
                    
                    
                    (1,848,094
                    )
                    
                    
                    -
                    
                    
                    
                    (1,133,594
                    )Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (354,279
                    )
                    
                    
                    
                    
                    
                    
                    (354,279
                    )Balance
      at December 31, 2002
                    
                    
                    300,000
                    
                    
                    
                    300
                    
                    
                    
                    783,682
                    
                    
                    
                    (69,482
                    )
                    
                    
                    (2,202,373
                    )
                    
                    
                    -
                    
                    
                    
                    (1,487,873
                    )Stock
      sales - various dates at $3.80 per share
                    
                    
                    6,950
                    
                    
                    
                    6
                    
                    
                    
                    26,577
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    26,584Stock
      sales - various dates at $5.30 per share
                    
                    
                    41,200
                    
                    
                    
                    41
                    
                    
                    
                    216,260
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    216,301Stock
      sales - various dates at $6.00 per share
                    
                    
                    3,925
                    
                    
                    
                    4
                    
                    
                    
                    23,546
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    23,550Stock
      sales - various dates at $6.80 per share
                    
                    
                    3,500
                    
                    
                    
                    4
                    
                    
                    
                    23,621
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    23,625Stock
      sales - various dates at $9.00 per share
                    
                    
                    3,250
                    
                    
                    
                    3
                    
                    
                    
                    29,247
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    29,250Stock
      sales - April 30, 2003 at $5.60 per share
                    
                    
                    915
                    
                    
                    
                    1
                    
                    
                    
                    5,146
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    5,147Stock
      sales - May 1, 2003 at $7.10 per share
                    
                    
                    800
                    
                    
                    
                    1
                    
                    
                    
                    5,699
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    5,700Stock
      sales - various dates at $7.50 per share
                    
                    
                    3,500
                    
                    
                    
                    4
                    
                    
                    
                    26,246
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    26,250Stock
      sales - May 8, 2003 at $8.30 per share
                    
                    
                    300
                    
                    
                    
                    0
                    
                    
                    
                    2,475
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    2,475Stock
      sales - May 9, 2003 at $8.60 per share
                    
                    
                    800
                    
                    
                    
                    1
                    
                    
                    
                    6,899
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    6,900Stock
      sales - May 7, 2003 at $9.40 per share
                    
                    
                    400
                    
                    
                    
                    0
                    
                    
                    
                    3,750
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    3,750Stock
      sales - May 19, 2003 at $10.50 per share
                    
                    
                    500
                    
                    
                    
                    1
                    
                    
                    
                    5,249
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    5,250Stock
      sales - May 13 2003 at $12.00 per share
                    
                    
                    188
                    
                    
                    
                    0
                    
                    
                    
                    2,250
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    2,250Stock
      sales - June 30, 2003 at $25.50 per share
                    
                    
                    250
                    
                    
                    
                    0
                    
                    
                    
                    6,375
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    6,375Offering
      costs
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (48,476
                    )
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    (48,476
                    )Stock
      issued for services - July 2, 2003 at $25.00 per share
                    
                    
                    1,000
                    
                    
                    
                    1
                    
                    
                    
                    24,999
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    25,000Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (307,679
                    )
                    
                    
                    
                    
                    
                    
                    (307,679
                    )
 
 9
 
 NT
Media Corp. of California, Inc. and Subsidiaries
 (A
Development Stage Company) Consolidated
Statements of Stockholders' Deficit For
the Period From June 4, 1999 (inception) to June 30, 2010
(Unaudited)
 (CONTINUED)
  DeficitCommon
                  
                  
                  accumulatedAdditional
                  
                  
                  Stock
                  
                  
                  during
      theCommon
      stock
                  
                  
                  paid-in
                  
                  
                  Subscription
                  
                  
                  development
                  
                  
                  DeferredShares
                  
                  
                  Amount
                  
                  
                  capital
                  
                  
                  Receivable
                  
                  
                  stage
                  
                  
                  Compensation
                  
                  
                  Total
 Balance
      at December 31, 2003
                      
                      
                      367,478
                      
                      
                      
                      367
                      
                      
                      
                      1,143,546
                      
                      
                      
                      (69,482
                      )
                      
                      
                      (2,510,052
                      )
                      
                      
                      -
                      
                      
                      
                      (1,435,621
                      )Stock
      sales - February 3, 2004 at $3.60 per share
                      
                      
                      3,566
                      
                      
                      
                      4
                      
                      
                      
                      12,770
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      12,774Stock
      sales - April 23, 2004 at $15.00 per share
                      
                      
                      200
                      
                      
                      
                      0
                      
                      
                      
                      3,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      3,000Stock
      sales - April 27, 2004 at $17.00 per share
                      
                      
                      250
                      
                      
                      
                      0
                      
                      
                      
                      4,250
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      4,250Stock
      sales - May 26, 2004 at $14.00 per share
                      
                      
                      300
                      
                      
                      
                      0
                      
                      
                      
                      4,200
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      4,200Stock
      sales - November 16, 2004 at $57.10 per share
                      
                      
                      979
                      
                      
                      
                      1
                      
                      
                      
                      55,960
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      55,961Stock
      sales - December 16, 2004 at $63.90 per share
                      
                      
                      747
                      
                      
                      
                      1
                      
                      
                      
                      47,686
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      47,687Offering
      costs
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (13,188
                      )
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      (13,188
                      )Stock
      issued for loan fees - June 18, 2004 at $56.40 per share
                      
                      
                      7,500
                      
                      
                      
                      8
                      
                      
                      
                      422,992
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      423,000Stock
      issued for services - July 2, 2004 at $90.00 per share
                      
                      
                      2,000
                      
                      
                      
                      2
                      
                      
                      
                      179,998
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      180,000Stock
      issued for services - August 10, 2004 at $85.00 per share
                      
                      
                      100
                      
                      
                      
                      0
                      
                      
                      
                      8,500
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      8,500Issuance
      of warrants for services - August 10, 2004
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      40,870
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      40,870Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (1,447,749
                      )
                      
                      
                      
                      
                      
                      
                      (1,447,749
                      )Balance
      at December 31, 2004
                      
                      
                      383,119
                      
                      
                      
                      383
                      
                      
                      
                      1,910,584
                      
                      
                      
                      (69,482
                      )
                      
                      
                      (3,957,801
                      )
                      
                      
                      -
                      
                      
                      
                      (2,116,316
                      )
 Stock
      sales - July 13, 2005 at $25.00 per share
                      
                      
                      1,915
                      
                      
                      
                      2
                      
                      
                      
                      47,873
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      47,875Offering
      costs
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (4,786
                      )
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (4,786
                      )Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (509,623
                      )
                      
                      
                      
                      
                      
                      
                      (509,623
                      ) Balance
      at December 31, 2005
                      
                      
                      385,034
                      
                      
                      
                      385
                      
                      
                      
                      1,953,671
                      
                      
                      
                      (69,482
                      )
                      
                      
                      (4,467,424
                      )
                      
                      
                      -
                      
                      
                      
                      (2,582,850
                      )Stock
      issue for services - June 12, 2006 at $1.00 per share
                      
                      
                      25,000
                      
                      
                      
                      25
                      
                      
                      
                      24,975
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      25,000Stock
      issue for conversion of bridge notes - June 16, 2006 at $0.71 per
      share
                      
                      
                      76,056
                      
                      
                      
                      76
                      
                      
                      
                      53,924
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      54,000  10
 NT
Media Corp. of California, Inc. and Subsidiaries
 (A
Development Stage Company) Consolidated
Statements of Stockholders' Deficit For
the Period From June 4, 1999 (inception) to June 30, 2010
(Unaudited)
 (CONTINUED)
  DeficitCommon
                          
                          
                          accumulatedAdditional
                          
                          
                          Stock
                          
                          
                          during
      theCommon
      stock
                          
                          
                          paid-in
                          
                          
                          Subscription
                          
                          
                          development
                          
                          
                          DeferredShares
                          
                          
                          Amount
                          
                          
                          capital
                          
                          
                          Receivable
                          
                          
                          stage
                          
                          
                          Compensation
                          
                          
                          Total
 Stock
      issue for services - June 19, 2006 at $0.61 per share
                      
                      
                      22,000
                      
                      
                      
                      22
                      
                      
                      
                      13,398
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      13,420Stock
      issue for services - June 20, 2006 at $0.61 per share
                      
                      
                      8,000
                      
                      
                      
                      8
                      
                      
                      
                      2,992
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      3,000Subscription
      Receivable Write-off
                      
                      
                      
                      
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      69,482
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      69,482Stock
      issue for services - July 12, 2006 at $1.00 per share
                      
                      
                      25,000
                      
                      
                      
                      25
                      
                      
                      
                      24,975
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      25,000Stock
      issue for services - July 20, 2006 at $2.58 per share
                      
                      
                      25,000
                      
                      
                      
                      25
                      
                      
                      
                      64,475
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      64,500Stock
      issue for services - July 20, 2006 at $0.40 per share
                      
                      
                      25,000
                      
                      
                      
                      25
                      
                      
                      
                      9,975
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      10,000Stock
      issue for services - Aug 2, 2006 at $1.70 per share
                      
                      
                      30,000
                      
                      
                      
                      30
                      
                      
                      
                      50,970
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      51,000Stock
      issue for services - Nov. 20, 2006 at $1.00 per share
                      
                      
                      10,000
                      
                      
                      
                      10
                      
                      
                      
                      9,990
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      10,000Stock
      issue for services - Nov. 20, 2006 at $1.00 per share
                      
                      
                      10,000
                      
                      
                      
                      10
                      
                      
                      
                      9,990
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      10,000Stock
      issue for services - Dec. 5, 2006 at $1.00 per share
                      
                      
                      10,000
                      
                      
                      
                      10
                      
                      
                      
                      9,990
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      10,000Stock
      issue for services - Dec. 5, 2006 at $1.00 per share
                      
                      
                      20,000
                      
                      
                      
                      20
                      
                      
                      
                      19,980
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      20,000Stock
      issue for services - Dec. 28, 2006 at $1.00 per share
                      
                      
                      10,000
                      
                      
                      
                      10
                      
                      
                      
                      9,990
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      10,000Deferred
      stock-based compensation
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (10,417
                      )
                      
                      
                      (10,417
                      )Net
      loss - Twelve Months
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (729,496
                      )
                      
                      
                      
                      
                      
                      
                      (729,496
                      )
 Balance
      at December 31, 2006
                      
                      
                      681,090
                      
                      
                      
                      681
                      
                      
                      
                      2,259,295
                      
                      
                      
                      -
                      
                      
                      
                      (5,196,920
                      )
                      
                      
                      (10,417
                      )
                      
                      
                      (2,947,361
                      )Stock
      issue for services - Feb. 23, 2007 at $1.10 per share
                      
                      
                      38,000
                      
                      
                      
                      38
                      
                      
                      
                      41,762
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      41,800Stock
      issue for services - Feb. 23, 2007 at $1.10 per share
                      
                      
                      38,000
                      
                      
                      
                      38
                      
                      
                      
                      41,762
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      41,800Deferred
      stock-based compensation
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      10,417
                      
                      
                      
                      10,417Stock
      issue for services - July 3, 2007 at $.40 per share
                      
                      
                      37,500
                      
                      
                      
                      38
                      
                      
                      
                      14,962
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      15,000Stock
      issue for services - July 12, 2007 at $.40 per share
                      
                      
                      34,091
                      
                      
                      
                      34
                      
                      
                      
                      14,966
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      15,000Stock
      issue for services - July 12, 2007 at $1.14 per share
                      
                      
                      30,000
                      
                      
                      
                      30
                      
                      
                      
                      34,170
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      34,200Stock
      issue for services - July 12, 2007 at $1.14 per share
                      
                      
                      10,000
                      
                      
                      
                      10
                      
                      
                      
                      11,390
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      11,400Stock
      issue for services - July 15, 2007 at $2.00 per share
                      
                      
                      50,000
                      
                      
                      
                      50
                      
                      
                      
                      99,950
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      100,000  11
  NT
Media Corp. of California, Inc. and Subsidiaries
 (A
Development Stage Company) Consolidated
Statements of Stockholders' Deficit For
the Period From June 4, 1999 (inception) to June 30, 2010
(Unaudited)
 (CONTINUED)
  DeficitCommon
                          
                          
                          accumulatedAdditional
                          
                          
                          Stock
                          
                          
                          during
      theCommon
      stock
                          
                          
                          paid-in
                          
                          
                          Subscription
                          
                          
                          development
                          
                          
                          DeferredShares
                          
                          
                          Amount
                          
                          
                          capital
                          
                          
                          Receivable
                          
                          
                          stage
                          
                          
                          Compensation
                          
                          
                          Total
 Stock
      issue for services - July 20, 2007 at $2.90 per share
                      
                      
                      5,000
                      
                      
                      
                      5
                      
                      
                      
                      14,495
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      14,500Stock
      issue for services - July 20, 2007 at $2.90 per share
                      
                      
                      5,000
                      
                      
                      
                      5
                      
                      
                      
                      14,495
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      14,500Stock
      issue for services - July 22, 2007 at $2.90 per share
                      
                      
                      10,000
                      
                      
                      
                      10
                      
                      
                      
                      28,990
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      29,000Stock
      issue for services - July 27, 2007 at $1.33 per share
                      
                      
                      1,000
                      
                      
                      
                      1
                      
                      
                      
                      1,329
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      1,330Stock
      issue for services - July 30, 2007 at $.52 per share
                      
                      
                      28,846
                      
                      
                      
                      29
                      
                      
                      
                      14,971
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      15,000Stock
      issue for services - August 1, 2007 at $1.75 per share
                      
                      
                      25,000
                      
                      
                      
                      25
                      
                      
                      
                      43,725
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      43,750Stock
      issue for services - August 31, 2007 at $.088 per share
                      
                      
                      63,000
                      
                      
                      
                      63
                      
                      
                      
                      5,481
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      5,544Stock
      issue for services - October 3, 2007 at $.088 per share
                      
                      
                      107,455
                      
                      
                      
                      107
                      
                      
                      
                      9,349
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      9,456Stock
      issue for services - October 9, 2007 at $.25 per share
                      
                      
                      50,000
                      
                      
                      
                      50
                      
                      
                      
                      12,450
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      12,500Stock
      issue for services - October 9, 2007 at $.2125 per share
                      
                      
                      100,000
                      
                      
                      
                      100
                      
                      
                      
                      21,150
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      21,250Conversion
      of accrued interest on notes - August 14, 2007 at $.20 per
      share
                      
                      
                      200,000
                      
                      
                      
                      200
                      
                      
                      
                      39,800
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      40,000Conversion
      of accrued interest on notes - August 31, 2007 at $.10 per
      share
                      
                      
                      250,000
                      
                      
                      
                      250
                      
                      
                      
                      24,750
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      25,000Conversion
      of accrued interest on notes - November 7, 2007 at $.035 per
      share
                      
                      
                      371,428
                      
                      
                      
                      372
                      
                      
                      
                      12,628
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      13,000Conversion
      of accrued interest on notes - November 7, 2007 at $.035 per
      share
                      
                      
                      321,249
                      
                      
                      
                      321
                      
                      
                      
                      10,929
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      11,250Conversion
      of accrued interest on notes - November 7, 2007 at $.035 per
      share
                      
                      
                      171,428
                      
                      
                      
                      171
                      
                      
                      
                      5,829
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      6,000Beneficial
      conversion of accrued interest
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      110,036
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      110,036Net
      loss - Twelve Months
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (965,746
                      )
                      
                      
                      
                      
                      
                      
                      (965,746
                      )  12
 NT
Media Corp. of California, Inc. and Subsidiaries
 (A
Development Stage Company) Consolidated
Statements of Stockholders' Deficit For
the Period From June 4, 1999 (inception) to June 30, 2010
(Unaudited)
 (CONTINUED)
 DeficitCommon
                        
                        
                        accumulatedAdditional
                        
                        
                        Stock
                        
                        
                        during
      theCommon
      stock
                        
                        
                        paid-in
                        
                        
                        Subscription
                        
                        
                        development
                        
                        
                        DeferredShares
                        
                        
                        Amount
                        
                        
                        capital
                        
                        
                        Receivable
                        
                        
                        stage
                        
                        
                        Compensation
                        
                        
                        Total
 Balance
      at Decmber 31, 2007
                        
                        
                        2,628,087
                        
                        
                        
                        2,628
                        
                        
                        
                        2,888,664
                        
                        
                        
                        -
                        
                        
                        
                        (6,162,666
                        )
                        
                        
                        -
                        
                        
                        
                        (3,271,374
                        )Stock
      issue for conversion of convertible notes - July 1, 2008 at $0.01 per
      share
                        
                        
                        125,000
                        
                        
                        
                        125
                        
                        
                        
                        1,125
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1,250Stock
      issue for conversion of convertible notes - July 7, 2008 at $0.01 per
      share
                        
                        
                        125,000
                        
                        
                        
                        125
                        
                        
                        
                        1,125
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1,250Stock
      issue for conversion of convertible notes - July 8, 2008 at $0.01 per
      share
                        
                        
                        125,000
                        
                        
                        
                        125
                        
                        
                        
                        1,125
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1,250Stock
      issue for conversion of convertible notes - July 9, 2008 at $0.01 per
      share
                        
                        
                        125,000
                        
                        
                        
                        125
                        
                        
                        
                        1,125
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1,250Stock
      issue for conversion of convertible notes - July 2, 2008 at $0.01 per
      share
                        
                        
                        125,000
                        
                        
                        
                        125
                        
                        
                        
                        1,125
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1,250Stock
      issue for conversion of convertible notes - July 3, 2008 at $0.01 per
      share
                        
                        
                        125,000
                        
                        
                        
                        125
                        
                        
                        
                        1,125
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1,250Stock
      issue for conversion of convertible notes - July 7, 2008 at $0.01 per
      share
                        
                        
                        125,000
                        
                        
                        
                        125
                        
                        
                        
                        1,125
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1,250Stock
      issue for conversion of convertible notes - July 8, 2008 at $0.01 per
      share
                        
                        
                        125,000
                        
                        
                        
                        125
                        
                        
                        
                        1,125
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1,250Stock
      issue for conversion of bridge notes  - July 1, 2008 at $0.01
      per share
                        
                        
                        150,000
                        
                        
                        
                        150
                        
                        
                        
                        1,350
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1,500Stock
      issue for conversion of bridge notes  - July 2, 2008 at $0.01
      per share
                        
                        
                        125,000
                        
                        
                        
                        125
                        
                        
                        
                        1,125
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1,250Stock
      issue for conversion of bridge notes  - July 3, 2008 at $0.01
      per share
                        
                        
                        125,000
                        
                        
                        
                        125
                        
                        
                        
                        1,125
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1,250Stock
      issue for conversion of bridge notes  - July 7, 2008 at $0.01
      per share
                        
                        
                        125,000
                        
                        
                        
                        125
                        
                        
                        
                        1,125
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1,250Stock
      issue for conversion of bridge notes  - July 8, 2008 at $0.01
      per share
                        
                        
                        125,000
                        
                        
                        
                        125
                        
                        
                        
                        1,125
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1,250Stock
      issue for conversion of bridge notes  - July 9, 2008 at $0.01
      per share
                        
                        
                        250,000
                        
                        
                        
                        250
                        
                        
                        
                        2,250
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        2,500Stock
      issue for conversion of bridge notes  - July 2, 2008 at $0.01
      per share
                        
                        
                        125,000
                        
                        
                        
                        125
                        
                        
                        
                        1,125
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1,250  13
  NT
Media Corp. of California, Inc. and Subsidiaries
 (A
Development Stage Company) Consolidated
Statements of Stockholders' Deficit For
the Period From June 4, 1999 (inception) to June 30, 2010
(Unaudited)
 (CONTINUED)
  DeficitCommon
                            
                            
                            accumulatedAdditional
                            
                            
                            Stock
                            
                            
                            during
      theCommon
      stock
                            
                            
                            paid-in
                            
                            
                            Subscription
                            
                            
                            development
                            
                            
                            DeferredShares
                            
                            
                            Amount
                            
                            
                            capital
                            
                            
                            Receivable
                            
                            
                            stage
                            
                            
                            Compensation
                            
                            
                            Total
 Stock
      issue for conversion of bridge notes  - July 3, 2008 at $0.01
      per share
                        
                        
                        125,000
                        
                        
                        
                        125
                        
                        
                        
                        1,125
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1,250Stock
      issue for conversion of bridge notes  - July 1, 2008 at $0.01
      per share
                        
                        
                        150,000
                        
                        
                        
                        150
                        
                        
                        
                        1,350
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1,500Stock
      issue for conversion of bridge notes  - July 2, 2008 at $0.01
      per share
                        
                        
                        125,000
                        
                        
                        
                        125
                        
                        
                        
                        1,125
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1,250Stock
      issue for conversion of bridge notes  - July 7, 2008 at $0.01
      per share
                        
                        
                        125,000
                        
                        
                        
                        125
                        
                        
                        
                        1,125
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1,250Stock
      issue for services - July 9, 2008 at $.014 per share
                        
                        
                        270,000
                        
                        
                        
                        270
                        
                        
                        
                        3,510
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        3,780Stock
      issue for services - July 9, 2008 at $.014 per share
                        
                        
                        270,000
                        
                        
                        
                        270
                        
                        
                        
                        3,510
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        3,780Stock
      issue for services - September 2, 2008 at $.088 per share
                        
                        
                        170,455
                        
                        
                        
                        170
                        
                        
                        
                        14,830
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        15,000Beneficial
      conversion of debt
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        11,250
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        11,250Other
                        
                        
                        342
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        -Net
      loss - Twelve Months
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (463,514
                        )
                        
                        
                        
                        
                        
                        
                        (463,514
                        )
 Balance
      at December 31, 2008
                      
                      
                      5,888,884
                      
                      
                      
                      5,888
                      
                      
                      
                      2,944,714
                      
                      
                      
                      -
                      
                      
                      
                      (6,626,180
                      )
                      
                      
                      -
                      
                      
                      
                      (3,675,578
                      )Stock
      issue for services - January 22, 2009 at $.05 per share
                      
                      
                      1,100,000
                      
                      
                      
                      1,100
                      
                      
                      
                      53,900
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      55,000Stock
      issue for services - April 7, 2009 at $0.01 per share
                      
                      
                      500,000
                      
                      
                      
                      500
                      
                      
                      
                      4,500
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      5,000Stock
      issue for conversion of bridge notes  - January 22, 2009 at
      $0.02 per share
                      
                      
                      400,000
                      
                      
                      
                      400
                      
                      
                      
                      7,600
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      8,000Stock
      issue for conversion of notes payable  - January 22, 2009 at
      $0.02 per share
                      
                      
                      1,600,000
                      
                      
                      
                      1,600
                      
                      
                      
                      30,400
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      32,000Stock
      issue for conversion of notes payable  - January 30, 2009 at
      $0.02 per share
                      
                      
                      200,000
                      
                      
                      
                      200
                      
                      
                      
                      3,800
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      4,000Stock
      issue for conversion of notes payable - April 7, 2009 at $0.02 per
      share
                      
                      
                      400,000
                      
                      
                      
                      400
                      
                      
                      
                      7,600
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      8,000Stock
      issue for conversion of notes payable - June 22, 2009 at $0.0042 per
      share
                      
                      
                      476,190
                      
                      
                      
                      476
                      
                      
                      
                      1,524
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      2,000   14
  NT
Media Corp. of California, Inc. and Subsidiaries
 (A
Development Stage Company) Consolidated
Statements of Stockholders' Deficit For
the Period From June 4, 1999 (inception) to June 30, 2010
(Unaudited)
 (CONTINUED)
 DeficitCommon
                        
                        
                        accumulatedAdditional
                        
                        
                        Stock
                        
                        
                        during
      theCommon
      stock
                        
                        
                        paid-in
                        
                        
                        Subscription
                        
                        
                        development
                        
                        
                        DeferredShares
                        
                        
                        Amount
                        
                        
                        capital
                        
                        
                        Receivable
                        
                        
                        stage
                        
                        
                        Compensation
                        
                        
                        Total
 Stock
      issue for conversion of notes payable - July 15, 2009 at $0.0027 per
      share
                      
                      
                      481,481
                      
                      
                      
                      482
                      
                      
                      
                      818
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      1,300Stock
      issue for conversion of notes payable - July 30, 2009 at $0.0046 per
      share
                      
                      
                      478,261
                      
                      
                      
                      478
                      
                      
                      
                      1,722
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      2,200Stock
      issue for conversion of notes payable - August 11, 2009 at $0.02 per
      share
                      
                      
                      312,500
                      
                      
                      
                      313
                      
                      
                      
                      5,937
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      6,250Stock
      issue for conversion of notes payable - August 18, 2009 at $0.0046 per
      share
                      
                      
                      479,540
                      
                      
                      
                      480
                      
                      
                      
                      3,270
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      3,750Stock
      issue for conversion of notes payable - August 27, 2009 at $0.02 per
      share
                      
                      
                      10,000,000
                      
                      
                      
                      10,000
                      
                      
                      
                      140,000
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      150,000Stock
      issue for conversion of notes payable - August 28, 2009 at $0.00784 per
      share
                      
                      
                      510,204
                      
                      
                      
                      510
                      
                      
                      
                      3,490
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      4,000Stock
      issue for conversion of notes payable - September 14, 2009 at $0.00871 per
      share
                      
                      
                      459,252
                      
                      
                      
                      459
                      
                      
                      
                      3,541
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      4,000Stock
      issue for conversion of notes payable - October 12, 2009 at $0.0083 per
      share
                      
                      
                      481,928
                      
                      
                      
                      482
                      
                      
                      
                      3,518
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      4,000Stock
      issue for conversion of notes payable - October 22, 2009 at $0.0255 per
      share
                      
                      
                      236,264
                      
                      
                      
                      236
                      
                      
                      
                      5,764
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      6,000Stock
      issue for conversion of notes payable - October 26, 2009 at $0.03 per
      share
                      
                      
                      1,120,000
                      
                      
                      
                      1,120
                      
                      
                      
                      31,880
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      33,000Stock
      issue for conversion of notes payable - November 11, 2009 at $0.0103 per
      share
                      
                      
                      55,825
                      
                      
                      
                      56
                      
                      
                      
                      5,694
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      5,750Beneficial
      conversion of debt
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      106,221
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      106,221Net
      loss
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (720,785
                      )
                      
                      
                      
                      
                      
                      
                      (720,785
                      )Balance
      at December 31, 2009
                      
                      
                      25,180,329
                      
                      
                      
                      25,180
                      
                      
                      
                      3,365,893
                      
                      
                      
                      0
                      
                      
                      
                      (7,346,965
                      )
                      
                      
                      0
                      
                      
                      
                      (3,955,892
                      )Stock
      issue for services - May 14, 2010 at $0.025 per share
                      
                      
                      1,011,764
                      
                      
                      
                      1,012
                      
                      
                      
                      24,282
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      25,294Net
      loss - six months ended June 30, 2010
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (392,422
                      )
                      
                      
                      
                      
                      
                      
                      (392,422
                      )Balance
      at June 30, 2010
                      
                      
                      26,192,093
                      
                      
                      $
                      26,192
                      
                      
                      $
                      3,390,175
                      
                      
                      $
                      -
                      
                      
                      $
                      (7,739,387
                      )
                      
                      $
                      -
                      
                      
                      $
                      (4,323,020
                      )
    15




NT
MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 June
30, 2010 (unaudited) and December 31, 2009
 
 NOTE
1.  BASIS OF PRESENTATION
 
 The
unaudited consolidated financial statements were prepared by NT Media Corp. of
California, Inc. and its wholly owned subsidiary, eCast Media Corporation,Inc.
(together, the "Company"), in accordance with generally accepted accounting
principles for interim financial information and with the instructions for Form
10-Q and Regulation S-X as promulgated by the Securities and Exchange Commission
("SEC"). Accordingly, these consolidated financial statements do not include all
disclosures required by generally accepted accounting principles in the United
States of America ("US GAAP") for complete financial statements. These unaudited
interim consolidated financial statements should be read in conjunction with the
audited consolidated financial statements and the notes thereto included on Form
10-K for the period ended December 31, 2009. 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, 2010 are not necessarily indicative of the results to
be expected for the full year ending December 31, 2010.
 
 Reclassifications
 
 Certain
prior period amounts were reclassified to conform to current period
presentation, none of which changed total assets, stockholders' equity
(deficit), net loss, or net loss per share.
  NOTE 2.
GOING CONCERN AND MANAGEMENT'S PLANS
 
 The
accompanying consolidated financial statements were prepared in conformity with
accounting principles generally accepted in the United States of America (US),
which contemplate continuation of the Company as a going concern. As of and for
the six months ended June 30, 2010, the Company incurred a significant net loss,
had an accumulated deficit and a working capital deficit. These conditions raise
substantial doubt as to the Company's ability to continue as a going concern.
These consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.  These unaudited
consolidated financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts, or amounts and
classification of liabilities that might b e 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.
  16
 NT
MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 June
30, 2010 (unaudited) and December 31, 2009
 NT Media
Corporation of California, Inc. is a Delaware corporation incorporated on March
14, 2000. We are focused on development, production and distribution of
programming in the entertainment industry including creating music platforms and
skilled gaming in the United States and abroad and vertical social and
professional networks. The Company intends to continue to develop media and
entertainment assets and channels going forward. While the Company's Board of
Directors ("Board") has not determined to acquire or invest in any new
technology opportunities to date, we may in the future, seek to expand the
Company's operations by engaging in acquisitions, joint ventures or strategic
investments in technology ventures as approved by the Company's
Board.
 
 The
Company is an evolving as a leader in the development of destination websites
that engage users and inspire loyalty. The Company does this by launching a wide
array of websites that take advantage of the Worldwide Web's ability to reach
users with information, services and products that encourages interaction
between the visitor and the websites.
 
 Using Web
2.0 techniques and technologies, the Company plans to create web applications,
software and thus websites for the exchange of information. Social Networking
sites like MySpace, FaceBook, Wikipedia and YouTube deliver large audiences with
little investment in content creation because their users develop and post the
material. These sites have changed how people meet, interact and share
information. Blogs have made it possible to post content on subjects easily, and
invite audience participation with responses. Classified advertising sites such
as Ebay and Craigslist have changed how people shop for goods and services,
making it easier for small business owners and entrepreneurs to compete. The
Company develops websites in these genres, and others, meeting the challenge of
the Web 2.0 marketplace.
 
 The first
site launched in August of 2008, is NeuroTrash.TV. It is a video-sharing site
targeting young adults between 18 and 35. Users will be able to post and share
videos on the site as well as take advantage of NeuroTrash.TV's video player to
place videos on their own sites, Social Networking profile pages and blogs. The
site has a social networking component providing information on the site's users
and contributors. Other sites to be developed include social networking sites on
specific subjects such as a revised version of single dads, a meeting place for
single fathers to connect and share information. More sites will be launched as
target audiences and demographics are identified and as the Company's financial
resources allow.
 
 The
Company’s revenue model is based on standard display banner ads, in-stream video
advertising, product sales, and services. One feature of the NeuroTrash.TV
website is the ability to earn revenue from video ads embedded in other websites
on which our users place videos. Other revenue sources include marketing
services, products and offers from other NT Media-owned sites such as
ntmedia.storeblocks.com a music download site, and lead generation for goods and
services such as new and used car prices, insurance, travel, loans and more.
However, no revenues have been earned to date.  In January 2009, the
Company launched a targeted social network for single fathers.
SingleFatherNetwork dedicated to serving the needs of unmarried fathers. The
online community of Single Fathers will be able to post pictures, video, blogs,
in the pursuit of sharing experiences, and networking amongst this very specific
group. The Company expects to see continued growth in the overall online
advertising market, and specifically in the social networking segment. Instead
of competing with larger general topic communities, the Company creates online
environments that attract predictable, sustainable and interactive traffic with
multiple opportunities to repeatedly engage in a demand-filling niche
conversation. The site has not generated any revenue to date.
 
 17
 
 NT
MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 June
30, 2010 (unaudited) and December 31, 2009
  
 
 In June
2010, the Company launched a new corporate website, NTmedia.tv. The search
engine optimized website, includes ready access to NT Media news, interactive
stock monitoring tools, and descriptions and insights on each of its social
networking and online community properties: daddy blogger and discussion forum
SingleFatherNetwork.com, social network and message board StemCellsTalk.com, and
video-sharing site for the urban lifestyle NeuroTrash.tv.The
site also provides tools and resources that aggregate stock information and
corporate news of interest to NT Media’s advertisers and partners.
 
 In June
2010, the Company announced that original and user-submitted content on their
social network properties will now be available on Facebook and Twitter. In
addition to NT Media content, the social network outlets will also house
relevant industry-related news and commentary.
 
 In
January 2008, the Company entered into an employment agreement with Mr. Ali
Moussavi. As part of the agreement Mr. Moussavi's services include acting as the
Chairman of the Board, Chief Executive Officer and President of the Company. On
May 15, 2008, Mr. Moussavi and the Company, with the approval of the Board
memorialized the conditions by entering into a final employment agreement (the
"Moussavi Agreement"), under which Mr. Moussavi would continue to provide
services as Chief Executive Officer and President of the Company on a full time
basis. The material terms of the Moussavi Agreement are described
below.
 
 The
Moussavi Agreement has a five-year term, providing a base salary of $150,000 per
year, which may be increased at the sole discretion of the Board on each
anniversary thereafter, or from time-to-time at the sole discretion of the
Board. Upon reaching certain milestones, as determined in good faith by the
Board, Mr. Moussavi may also receive an annual bonus up to the amount of his
base salary. The Company also granted Mr. Moussavi an option to purchase
1,000,000 shares of Company Common Stock at $0.35 per share. The option is fully
vested as of the date hereof. Mr. Moussavi is also entitled to five weeks paid
vacation, the use of an automobile that may be selected by Mr. Moussavi and
approved by the Board, the reimbursement of up to $1,500 for Mr. Moussavi's
membership dues at two health clubs and one country club to be selected by Mr.
Moussavi, and the reimbursement of up to $100,000 for the first year of Mr.
Moussavi's employment for the cost of entertainment provided by Mr. Moussavi to
the Company's customers, vendors, employees and strategic partners, which may be
increased by 5% per annum starting January 1, 2009, and each year thereafter at
Mr. Moussavi's sole discretion. Additionally, Mr. Moussavi may be entitled to
reimbursement from the Company for reasonable costs and expenses incurred in
connection with the performance of the duties and obligations provided for under
the Moussavi Agreement.
 
 18
 
 NT
MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 June
30, 2010 (unaudited) and December 31, 2009
  NOTE 3.
RECENTLY ISSUED ACCOUNTING STANDARDS
 
 The
Company has adopted all accounting pronouncements effective before June 30,
2010, which are applicable to the Company.
 
 In June
2009, the FASB issued ASC 105 (previously SFAS No. 168, The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles ("GAAP") - a replacement of FASB Statement No. 162), which will
become the source of authoritative accounting principles generally accepted in
the United States recognized by the FASB to be applied to nongovernmental
entities.
 
 In June
2009, the FASB issued ASC 855 (previously SFAS No. 165, Subsequent Events),
which establishes general standards of accounting for and disclosures of events
that occur after the balance sheet date but before the financial statements are
issued or available to be issued. It is effective for interim and annual periods
ending after June 15, 2009. There was no material impact upon the adoption of
this standard on the Company’s consolidated financial statements.
 
 In
June 2009, the FASB issued ASC 860 (previously SFAS No. 166,
“Accounting for Transfers of Financial Assets”) , which requires additional
information regarding transfers of financial assets, including securitization
transactions, and where companies have continuing exposure to the risks related
to transferred financial assets. SFAS 166 eliminates the concept of a
“qualifying special-purpose entity,” changes the requirements for derecognizing
financial assets, and requires additional disclosures. SFAS 166 is effective for
fiscal years beginning after November 15, 2009. The Company does not
believe this pronouncement will impact its financial statements.
 
 In
June 2009, the FASB issued ASC 810 (previously SFAS No. 167) for
determining whether to consolidate a variable interest entity. These amended
standards eliminate a mandatory quantitative approach to determine whether a
variable interest gives the entity a controlling financial interest in a
variable interest entity in favor of a qualitatively focused analysis, and
require an ongoing reassessment of whether an entity is the primary beneficiary.
These amended standards are effective for us beginning in the first quarter of
fiscal year 2010 and the Company is currently evaluating the impact that
adoption will have on our consolidated financial statements.
 
 In June
2009, the FASB issued Statement of Financial Accounting Standard No. 168 (“SFAS 168”).  The
FASB Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles – a replacement of FASB Statement No. 162.
  19
 
 NT
MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 June
30, 2010 (unaudited) and December 31, 2009
  SFAS 168
establishes the source of authoritative US generally accepted accounting
principles recoginezed by the FASB to be applied by nongovernmental
entities.  SFAS 168 is effective for financial statements issued for
interim or annual periods ending after September 15, 2009 and is not expected to
have a significant impact on the Company’s consolidated financial
statements.
 
 In August
2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05, which amends
ASC Topic 820, Measuring Liabilities at Fair Value, which provides additional
guidance on the measurement of liabilities at fair value. These amended
standards clarify that in circumstances in which a quoted price in an active
market for the identical liability is not available, the Company is required to
use the quoted price of the identical liability when traded as an asset, quoted
prices for similar liabilities, or quoted prices for similar liabilities when
traded as assets. If these quoted prices are not available, the Company is
required to use another valuation technique, such as an income approach or a
market approach. These amended standards are effective for us beginning in the
fourth quarter of fiscal year 2009 and are not expected to have a significant
impact on our consolidated financial statements.
 
 NOTE 4.
NOTES PAYABLE – RELATED PARTY
 
 During
the quarter ended June 30, 2010, the Company issued notes totaling $27,891 to
its President at an interest rate of 12% per annum and due at various dates
during the 2010's second and third quarters.  No payments have been
made. The notes have been verbally extended and not considered in
default.
 
 During
the quarter ended June 30, 2010 the Company repaid notes totaling $12,672 in
principal issued to its President.
 
 At June
30, 2010, notes payable, all currently due, to the Company’s President consisted
of the following:
 Non-interest
      bearing due through September 2010
                
                $
                3,339Interest
      at 12% per annum due though July 2010
                
                
                27,890Non-interest
      bearing notes payable due through September 2010
                
                
                9,039Non-interest
      bearing notes due on demand
                
                
                6,000$
                46,268
   20
 NT
MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 June
30, 2010 (unaudited) and December 31, 2009
 NOTE 5
..NOTES
PAYABLE
 
 During
the quarter ended June 30, 2010, the Company issued promissory notes in the
amount of $147,000 bearing interest at 12% due through May 2011.
 
 At June
30, 2010, notes payable to non-related parties consisted of the
following:
  Note
      Payable bearing interest at 12%, due through May 2011
                
                $
                872,621Note
      Payable bearing interest at 10%, due on demand
                
                
                128,000Note
      Payable bearing interest at 12.5%, due on demand
                
                
                38,750Total
      Due
                
                
                1,039,371Currently
      Due
                
                
                916,850Long-term
                
                $
                122,521
  NOTE 7.
CONVERTIBLE NOTES PAYABLE
 
 At June
30, 2010, convertible notes payable, bearing interest at 6%, totaled $282,000
and are all currently due.
 
 NOTE 7.
CONVERTIBLE NOTES PAYABLE – RELATED PARTIES
 
 At June
30, 2010, convertible notes payable to related parties, bearing interest at 6%,
totaled $625,600 and are all currently due.
 
 Interest
expense for the six and three months ended June 30, 2010 and 2009 were $ 18,768
and $ 9,384 respectively.
  NOTE 8.
EARNINGS (LOSS) PER SHARE
 
 The
Company computes earnings per common share in accordance with ASC 260-10-45
(previously Statement of Financial Accounting Standards No. 128), "Earnings per
Share". The Statement requires dual presentation of basic and diluted EPS on the
face of the income statement for all entities with complex capital structures
and requires a reconciliation of the numerator and denominator of the basic EPS
computation to the numerator and denominator of the diluted EPS computation.
Basic loss per share is computed by dividing loss available to common
shareholders by the weighted average number of common shares outstanding. The
computation of diluted loss per share is similar to the basic loss per share
computation except the denominator is increased to include the number of
additional shares that would have been outstanding if the dilutive potential
common shares had been issued. In addition, the numerator is adjusted for any
changes in income or loss that would result from the assumed conversions of
those potential shares. However, such presentation is not required if the effect
is antidilutive. There were no outstanding warrants and options outstanding at
June 30, 2010.
 
 NOTE 9.
SUBSEQUENT EVENTS
 
 In July
2010, the Company executed into promissory notes in the amount of $2,844 payable
to the Company’s President.  The notes bear interest at the rate of
12% per annum and are due August 2010. The note has not been paid.
  21
 
  ITEM
2.                      MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





Forward-Looking
Statements





THIS
QUARTERLY REPORT ON FORM 10-Q, INCLUDING THE FOLLOWING MANAGEMENT'S DISCUSSION
AND ANALYSIS, AND OTHER REPORTS FILED BY THE REGISTRANT FROM TIME TO TIME WITH
THE SECURITIES AND EXCHANGE COMMISSION (COLLECTIVELY THE "FILINGS") CONTAIN
FORWARD-LOOKING STATEMENTS WHICH ARE INTENDED TO CONVEY OUR EXPECTATIONS OR
PREDICTIONS REGARDING THE OCCURRENCE OF POSSIBLE FUTURE EVENTS OR THE EXISTENCE
OF TRENDS AND FACTORS THAT MAY IMPACT OUR FUTURE PLANS AND OPERATING RESULTS.
THESE FORWARD-LOOKING STATEMENTS ARE DERIVED, IN PART, FROM VARIOUS ASSUMPTIONS
AND ANALYSIS WE HAVE MADE IN THE CONTEXT OF OUR CURRENT BUSINESS PLAN AND
INFORMATION CURRENTLY AVAILABLE TO US AND IN LIGHT OF OUR EXPERIENCE AND
PERCEPTIONS OF HISTORICAL TRENDS, CURRENT CONDITIONS AND EXPECTED
FUTURE




DEVELOPMENTS
AND OTHER FACTORS WE BELIEVE TO BE APPROPRIATE IN THE CIRCUMSTANCES.
YOU CAN GENERALLY IDENTIFY FORWARD-LOOKING STATEMENTS THROUGH WORDS AND PHRASES
SUCH AS "SEEK", "ANTICIPATE", "BELIEVE", "ESTIMATE", "EXPECT", "INTEND", "PLAN",
"BUDGET", "PROJECT", "MAY BE", "MAY CONTINUE", "MAY LIKELY RESULT", AND SIMILAR
EXPRESSIONS. WHEN READING ANY FORWARD-LOOKING STATEMENT YOU SHOULD REMAIN
MINDFUL THAT ALL FORWARD-LOOKING STATEMENTS ARE INHERENTLY UNCERTAIN AS THEY ARE
BASED ON CURRENT EXPECTATIONS AND ASSUMPTIONS CONCERNING FUTURE EVENTS OR FUTURE
PERFORMANCE OF OUR COMPANY, AND ARE SUBJECT TO RISKS, UNCERTAINTIES, ASSUMPTIONS
AND OTHER FACTORS RELATING TO OUR INDUSTRY AND RESULTS OF
OPERATIONS.





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


REQUIRED
BY APPLICABLE LAW.





Overview





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





22





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





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





The
Company’s revenue model is based on standard display banner ads, in-stream video
advertising, product sales, and services. One feature of the NeuroTrash.TV
website is the ability to earn revenue from video ads embedded in other websites
on which our users place videos. Other revenue sources include marketing
services, products and offers from other NT Media-owned sites such as
ntmedia.storeblocks.com a music download site, and lead generation for goods and
services such as new and used car prices, insurance, travel, loans and more.
However, no revenues have been earned to date.  In January 2009, the
Company launched a targeted social network for single fathers.
SingleFatherNetwork dedicated to serving the needs of unmarried fathers. The
online community of Single Fathers will be able to post pictures, video, blogs,
in the pursuit of sharing experiences, and networking amongst this very specific
group. The Company expects to see continued growth in the overall online
advertising market, and specifically in the social networking segment. Instead
of competing with larger general topic communities, the Company creates online
environments that attract predictable, sustainable and interactive traffic with
multiple opportunities to repeatedly engage in a demand-filling niche
conversation. The site has not generated any revenue to date.





In
January 2009, the Company launched a targeted social network dedicated to
discussion of all aspects of stem cell research. The network,
www.stemcellstalk.com, is equipped with text, photos, videos, blogs, forums and
extensive social networking in the area of stem cell research. The site is
intended to foster education and debate as well as networking opportunities for
medical professionals, patients, and companies engaged in stem cell treatment
and research. The site is an open social forum for anyone wishing to join and
will also be selectively inviting stem cell professionals to address
participants in online forums and discussions. The site has not generated any
revenue to date.








23





In
October 2009, The Company partnered with Hollywood producers Sinahome
Entertainment, LLC and Marble Step Production to produce, "Straight Up With A
Twist," a series of shorts that explore the comedies of urban nightlife for its
alternative-format video-sharing site





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





In June
2010, the Company launched a new corporate website, NTmedia.tv. The search
engine optimized website, includes ready access to NT Media news, interactive
stock monitoring tools, and descriptions and insights on each of its social
networking and online community properties: daddy blogger and discussion forum
SingleFatherNetwork.com, social network and message board StemCellsTalk.com, and
video-sharing site for the urban lifestyle NeuroTrash.tv.The
site also provides tools and resources that aggregate stock information and
corporate news of interest to NT Media’s advertisers and partners.





In June
2010, the Company announced that original and user-submitted content on their
social network properties will now be available on Facebook and Twitter. In
addition to NT Media content, the social network outlets will also house
relevant industry-related news and commentary.





Obtaining
outside financing will continue to be necessary to meet the Company’s
anticipated working capital needs for the foreseeable future. We anticipate the
Company’s major stockholders will make capital investments or loans of
convertible debt to pay the Company’s operating expenses for the foreseeable
future, but we cannot assure you they will commit to make the necessary capital
investments or loans. Given the Company’s current financial position, for the
immediate future, we expect to operate the Company’s current lines of business
under strict budgetary constraints in order to keep operating expenses as low as
possible until new core businesses are acquired. We will attempt to negotiate
extensions of the Company’s debt obligations or negotiate for the conversion of
some or all of the Company’s debt into equity; however, there can be no
assurance that we will be successful.





The
Company is evolving as a leader in the development of destination websites that
engage users and inspire loyalty. The Company is doing this by launching a wide
array of websites that take advantage of the Worldwide Web’s ability to reach
users with information, services and products that encourages interaction
between the visitor and the websites. The Company has also commenced launching
Targeted Social Networks on the internet. Social Networking sites deliver large
audiences with little investment in content creation because their users develop
and post the material. These sites have changed how people meet, interact and
share information. The Company has launched Single Dads, a social network
dedicated to exchange of information and ideas among single dads from around the
world. The Company anticipates cash requirements of approximately $4.4 million
in the next 12 months, the bulk of which would be put toward the repayment of
notes that would be due and servicing our debt. The remainder will be used for
marketing and professional services and personnel. We expect to raise the said
funds through private placements of debt and equity throughout the year, but
there can be no assurance that we will be successful in such private
placements.





24





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





Purpose
              
              AmountGrowth
      Capital for Acquired Subsidiaries
              
              $
              274,400Additional
      Employees
              
              $
              49,000Marketing
      and Public Relations Campaigns
              
              $
              164,640Participation
      in Industry and Trade Functions
              
              $
              27,440Ongoing
      Operations
              
              $
              147,000Capital
      needed for total amount of convertible notes reaching maturity (unless
      notes are extended)
              
              $
              907,800Capital
      needed for total amount of notes payable reaching maturity (unless notes
      are extended)
              
              $
              715,800Capital
      needed to pay accounts payable and accrued expenses due
              
              $
              2,152,900$
              4,438,980


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




Results
of Operations




OPERATING
RESULTS FOR THE QUARTERS ENDED June 30 2010 AND 2009




Operating
expenses increased to $209,159 for the quarter ended June 30, 2010 compared to
$79,115 for the quarter ended June 30, 2009 primarily due to increased expenses
recognized under consulting and employment agreements.




Other
expenses, consisting of interest expense, for the quarter ended June 30, 2010
decreased by $9,470 compared with the quarter ended June 30, 2009 primarily due
to lower interest expense resulting from a decrease in the conversion of
principal amounts due on certain notes payable to the Company's Common Stock
during the current year's quarter. No interest expense was recognized from the
conversion of principal amounts due under various notes in the quarter ended
June 30, 2010.




Net loss
for the quarter ended June 30, 2010 was $251,012 a decrease of $120,574 compared
to the net loss of $130,438 for the quarter ended June 30, 2009 mainly due to
increased operating expenses discussed above.










25


Off-Balance Sheet
Arrangements





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





Liquidity
and Capital Resources





We have
incurred operating losses since inception. As of June 30, 2010, we have an
accumulated deficit of $7,739,387.  At June 30, 2010, there is $41 in
cash or cash equivalents and a net working capital deficit of
$4,200,499.





During
the last two years, the Company and its wholly-owned subsidiary, eCast Media
Corporation, Inc. (“eCast”), have been dependent on borrowed or invested funds
to finance their ongoing operations.  As of June 30, 2010, eCast owed
$625,600 represented by 6% convertible notes and the Company owed $282,200
represented by 6% convertible notes. These notes were issued to two of the
Company’s major stockholders. The balance of $907,800 is now classified as a
current liability.  We anticipate we will continue borrowing funds or
obtaining additional equity financing to provide working capital.





The audit
report of the Company’s independent registered public accounting firm for the
year ended December 31, 2009 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, 2009, raised substantial doubt about the
Company’s ability to continue as a going concern. We require approximately $4.4
million in capital over the next twelve months to pay off accounts payable and
accrued expenses, and the convertible notes and notes payable reaching maturity
unless we are able to obtain additional extensions.




Due to
our limited cash flow, operating losses and intangible assets, it is unlikely we
could obtain financing through commercial or banking sources. Consequently, we
are dependent on continuous cash infusions from our major stockholders and other
outside sources in order to fund our current operations. If these outside
sources are unwilling or unable to provide necessary working capital to us, we
will probably not be able to sustain our operations. We have no written
agreements or contractual obligations in place which would require our outside
sources to continue to finance our operations. The NT Media and eCast
convertible notes payable are voluntarily convertible when our or eCast's
securities (as the case may be) are trading publicly and the underlying stock of
the convertible notes have been registered with the SEC and declared effective.
If they remain unpaid, the notes will automatically convert to Common Stock on
the fifth anniversary of their respective issuances.  Thus, the
current convertible notes would be mandatorily converted during 2010 in the
amount of $907,800 unless they become eligible for conversion prior to that
time, or have been extended by the parties.




If
adequate funds do not become available, management believes that its officers
and directors will contribute capital amounts necessary to fund the Company’s
ongoing expenses; however, the Company’s officers and directors are under no
obligation to do so.  If we are unable to pay the Company’s debt as it
becomes due and are unable to obtain financing on terms acceptable to





26





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.





ITEM 3.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.





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





ITEM
4.                   
 CONTROLS AND PROCEDURES





Disclosure
Controls and Procedures





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





Changes
In Internal Control Over Financial Reporting





There
were no changes in our internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as
amended) during the quarter ended June 30, 2010 that have materially affected,
or are reasonably likely to materially affect our internal control over
financial reporting.





Additional
Disclosure Concerning Controls and Procedures





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





27








PART
II


OTHER INFORMATION





ITEM
1.                    LEGAL
PROCEEDINGS





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





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





ITEM
1A.                 RISK
FACTORS





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





ITEM
2.                     UNREGISTERED
SALES OF EQUITY SECURITIES





None.





ITEM
3.                    DEFAULTS
UPON SENIOR SECURITIES





None.





ITEM 4.
            [REMOVED
      AND RESERVED]





ITEM 5.
            OTHER
      INFORMATION





None.





ITEM
6.                     EXHIBITS





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




28


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
23,
2010





NT MEDIA CORP. OF CALIFORNIA,
      INC./s/
      Ali MoussaviAli
      Moussavi,President,
      Chief Executive Officer (Principal Executive Officer), and Acting Chief
      Financial Officer (Acting Principal Financial Officer)





29