<PAGE>

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

                                    FORM 10-Q

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

                  For the quarterly period ended: JUNE 30, 2009

                                       OR

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

                   For the transition period from ___ to ____

                         Commission File Number 0-31012

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

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

         7800 OCEANUS DRIVE
       LOS ANGELES, CALIFORNIA                              90046
----------------------------------------       ---------------------------------
(Address of principal executive offices)                 (Zip Code)

                    Issuer's telephone number: (323) 445-4833


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [X]      No [ ]

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

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

Number of shares outstanding as of August 11, 2009: 11,524,816 common shares.

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



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

                                    FORM 10-Q

                                      INDEX

                                                                                           PAGE NO.
                                                                                           --------
PART I.   FINANCIAL INFORMATION
          Item 1.           Consolidated Financial Statements                                  3

                            Notes to Consolidated Financial Statements                        13

          Item 2.           Management's Discussion and Analysis of Financial Condition       21
                            and Results of Operations.

          Item 3.           Quantitative and Qualitative Disclosures About Market Risk.       25

          Item 4T.          Controls and Procedures.                                          25

PART II.  OTHER INFORMATION
          Item 1.           Legal Proceedings                                                 26

          Item 1A           Risk Factors                                                      27

          Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds       27

          Item 3.           Defaults Upon Senior Securities                                   28

          Item 4.           Submission of Matters to a Vote of Security Holders               28

          Item 5.           Other Information                                                 28

          Item 6.           Exhibits                                                          28

SIGNATURES                                                                                    29


                                       2


<PAGE>

                 NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARIES

                                  (A DEVELOPMENT STAGE COMPANY)
                                   Consolidated Balance Sheets


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

CURRENT ASSETS
     Cash and cash equivalents                                $    14,634    $       280
     Prepaid Expenses                                                  --          5,117

                                                              -----------    -----------
TOTAL CURRENT ASSETS                                          $    14,634    $     5,397
                                                              ===========    ===========


                     LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Accounts payable                                         $   463,255    $   435,289
     Accrued liabilities                                          481,525        430,504
     Accrued liabilities to related party                         905,177        811,104
     Notes payable                                                736,100        749,100
     Notes payable, related parties                               186,001        201,000
     Convertible notes payable                                    282,200        282,200
     Convertible notes payable, related parties                   625,600        625,600
     Accrued litigation settlement                                113,178        113,178

                                                              -----------    -----------
TOTAL CURRENT LIABILITIES                                       3,793,036      3,647,975
                                                              -----------    -----------

LONG-TERM LIABILITIES
     Note Payable                                                  54,000         33,000
                                                              -----------    -----------

TOTAL LIABILITES                                                3,847,036      3,680,975
                                                              -----------    -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
     Preferred stock, $0.001 par value, 5,000,000 shares
       authorized; 0 shares issued and outstanding                     --             --
     Common stock; $0.001 par value; 1,000,000,000 shares
       authorized; 10,565,074 shares issued and outstanding        10,564          5,888
     Additional paid-in capital                                 3,127,638      2,944,714
     Deficit accumulated during the development stage          (6,970,604)    (6,626,180)

                                                              -----------    -----------
TOTAL STOCKHOLDERS' DEFICIT                                    (3,832,402)    (3,675,578)
                                                              -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                   $    14,634    $     5,397
                                                              ===========    ===========


                  See accompanying notes to consolidated financial statements.


                                       3

<PAGE>

                  NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARIES

                                  (A Development Stage Company)
                              Consolidated Statements of Operations
                                           (UNAUDITED)


                                                                                            CUMULATIVE FROM
                                                                      SIX MONTHS ENDED       JUNE 4, 1999
                                                                --------------------------  (INCEPTION) TO
                                                                  JUNE 30,      JUNE 30,       JUNE 30,
                                                                    2009          2008           2009
                                                                -----------    -----------    -----------

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

COSTS AND EXPENSES
           General and administrative                               193,035        114,512      5,444,767
           Depreciation and amortization                                 --             --        132,077
           Impairment of film costs                                      --             --        156,445
           Impairment of related party receivables                       --             --         35,383
           Inventory Write-down                                          --             --         24,820
           Loss on litigation settlement                                 --             --        100,000
                                                                -----------    -----------    -----------
TOTAL COSTS AND EXPENSES                                            193,035        114,512      5,893,492
                                                                -----------    -----------    -----------

LOSS FROM OPERATIONS                                               (193,035)      (114,512)    (5,507,495)

OTHER INCOME (EXPENSE)
           Interest income, related party                                --             --         23,154
           Interest expense                                        (131,821)       (47,249)      (706,309)
           Interest expense, related party                          (18,768)       (18,918)      (393,893)
           Loan fees                                                     --             --       (616,000)
           Debt forgiven                                                 --             --        290,595
           Legal fees forgiven                                           --             --         12,296
           Provision for common stock subscription receivable            --             --        (91,552)
                                                                -----------    -----------    -----------
TOTAL OTHER INCOME (EXPENSE)                                       (150,589)       (66,167)    (1,481,709)
                                                                -----------    -----------    -----------

LOSS BEFORE PROVISION FOR INCOME TAXES
  AND NONCONTROLLING INTEREST                                      (343,624)      (180,679)    (6,989,204)

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

NET LOSS BEFORE NON-CONTROLLING INTEREST                           (344,424)      (181,479)    (7,003,604)

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

NET LOSS ATTRIBUTABLE TO NT MEDIA CORP. OF
  CALIFORNIA, INC. AND SUBSIDIARIES                             $  (344,424)   $  (181,479)   $(6,970,604)
                                                                ===========    ===========    ===========

NET (LOSS) PER SHARE:
           BASIC AND DILUTED                                    $     (0.04)   $     (0.07)
                                                                ===========    ===========


WEIGHTED AVERAGE SHARES OUTSTANDING:
           BASIC AND DILUTED                                      9,251,499      2,628,088
                                                                ===========    ===========

           See accompanying notes to consolidated financial statements.


                                       4
<PAGE>
                      NT Media Corp. of California, Inc. and Subsidiaries

                                 (A Development Stage Company)
                             Consolidated Statements of Operations
                                          (UNAUDITED)

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

COSTS AND EXPENSES
             General and administrative                                 79,115          76,020
             Depreciation and amortization                                  --              --
             Impairment of film costs                                       --              --
             Impairment of related party receivables                        --              --
             Inventory Write-down                                           --              --
             Loss on litigation settlement                                  --              --
                                                                  ------------    ------------
TOTAL COSTS AND EXPENSES                                                79,115          76,020
                                                                  ------------    ------------

LOSS FROM OPERATIONS                                                   (79,115)        (76,020)

OTHER INCOME (EXPENSE)
             Interest income, related party                                 --              --
             Interest expense                                          (41,939)        (24,644)
             Interest expense, related party                            (9,384)         (9,459)
             Loan fees                                                      --              --
             Debt forgiven                                                  --              --
             Legal fees forgiven                                            --              --
             Provision for common stock subscription receivable             --              --
                                                                  ------------    ------------
TOTAL OTHER INCOME (EXPENSE)                                           (51,323)        (34,103)
                                                                  ------------    ------------

LOSS BEFORE PROVISION FOR INCOME TAXES                                (130,438)       (110,123)
AND NONCONTROLLING INTEREST

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

NET LOSS BEFORE NON-CONTROLLING INTEREST                              (130,438)       (110,123)

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

NET LOSS ATTRIBUTABLE TO NT MEDIA CORP. OF
  CALIFORNIA, INC. AND SUBSIDIARIES                               $   (130,438)   $   (110,123)
                                                                  ============    ============

NET (LOSS) PER SHARE:
             BASIC AND DILUTED                                    $      (0.01)   $      (0.04)
                                                                  ============    ============

WEIGHTED AVERAGE SHARES OUTSTANDING:
             BASIC AND DILUTED                                      10,056,283       2,628,088
                                                                  ============    ============


                 See accompanying notes to consolidated financial statements.

                                              5
<PAGE>
                 NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARIES

                                  (A Development Stage Company)
                              Consolidated Statements of Cash Flows
                                           (UNAUDITED)
                                                                                       CUMULATIVE FROM
                                                              SIX MONTHS ENDED          JUNE 4, 1999
                                                          --------------------------   (INCEPTION) TO
                                                           JUNE 30,       JUNE 30,        JUNE 30,
                                                             2009           2008           2009
                                                          -----------    -----------    -----------
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
  Net loss before non-controlling interest                $  (344,424)   $  (181,479)   $(7,003,604)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Depreciation and amortization                                  --             --        132,077
    Impairment loss                                                --             --        336,773
    Inventory write-down                                           --             --         24,820
    Impairment of related party receivables                        --             --         35,383
    Operating expenses paid by reducing note receivable            --             --         10,000
    Stock issued for services                                  60,000             --        942,343
    Deferred compensation                                          --             --         10,417
    Stock issued for loan fees                                     --             --        423,000
    Stock options issued for services                              --             --         60,370
    Legal fees forgiven                                            --             --        (12,296)
    Debts forgiven                                                 --             --       (290,595)
    Provision for common stock subscription receivable             --             --         89,468
    Beneficial conversion of debt and accrued interest         79,473             --        200,759
  Changes in assets and liabilities:
   Interest receivable                                             --             --        (19,986)
   Inventory                                                       --             --        (24,820)
   Prepaid Expenses                                             5,117             --             --
   Other assets                                                    --             --        (24,000)
   Litigation settlement                                           --             --        100,000
   Accounts payable and accrued expenses                       81,114         38,005      1,315,328
   Accrued expenses, related party                             94,073         24,102        861,754
                                                          -----------    -----------    -----------
Net cash (used in) operating activities                       (24,647)      (119,372)    (2,832,809)
                                                          -----------    -----------    -----------

CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
  Notes receivable from officer                                    --             --        (45,048)
  Collection of notes receivable from officer                      --             --         35,048
  Notes receivable, related parties                                --             --        (50,000)
  Collection of notes receivable, related parties                  --             --         50,000
  Investment in property and equipment                             --             --        (18,879)
  Investment in film costs                                         --             --       (133,005)
  Investment in web site development costs                         --             --       (292,968)
                                                          -----------    -----------    -----------
Net cash (used in) investing activities                            --             --       (454,852)
                                                          -----------    -----------    -----------

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
  Proceeds from issuance of common stock                           --             --      1,254,154
  Proceeds from equity investment of minority interest             --             --         33,000
  Payment of offering costs                                        --             --        (66,450)
  Proceeds from notes payable                                  54,000        128,657      1,107,516
  Proceeds from notes payable, related parties                 23,701        263,551        604,693
  Payments of notes payable                                   (38,700)      (201,916)      (240,616)
  Payments of notes payable, related parties                       --        (70,500)      (307,802)
  Proceeds from issuance of convertible notes                      --             --        917,800
                                                          -----------    -----------    -----------
Net cash provided by financing activities                      39,001        119,792      3,302,295
                                                          -----------    -----------    -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                      14,354            420         14,634

CASH AND CASH EQUIVALENTS,
  Beginning of period                                             280            266             --
                                                          -----------    -----------    -----------
CASH AND CASH EQUIVALENTS,
  End of period                                           $    14,634    $       686    $    14,634
                                                          ===========    ===========    ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
  Interest paid                                           $        --    $    19,603    $    21,511
                                                          ===========    ===========    ===========
  Income taxes paid                                       $        --    $        --    $     4,000
                                                          ===========    ===========    ===========
NONCASH FINANCING ACTIVITIES:
  Beneficial conversion of debt and accrued interest      $    79,473    $        --    $   200,759
                                                          ===========    ===========    ===========
  Stock issued for services                               $    60,000    $        --    $   942,343
                                                          ===========    ===========    ===========
  Stock issued for loan fees                              $        --    $        --    $   423,000
                                                          ===========    ===========    ===========
  Stock options issued for services                       $        --    $        --    $    60,370
                                                          ===========    ===========    ===========

                  See accompanying notes to consolidated financial statements.

                                               6

<PAGE>


                                       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, 2009


                                                                                             Deficit
                                                                             Common        accumulated
                                      Common stock            Additional      Stock        during the
                                -------------------------      paid-in     Subscription    development     Deferred
                                  Shares        Amount         capital      Receivable        stage       Compensation     Total
                                -----------   -----------    -----------    -----------    -----------    -----------   -----------
Balance at June 4, 1999                  --   $        --    $        --    $        --    $        --    $        --   $        --
  (inception)

Stock sales - June 4, 1999 at
  $0.30 per share                    63,415            63         19,937             --             --             --        20,000
Stock sales - August 25, 1999
  at $1.10 per share                 22,900            23         24,977             --             --             --        25,000
Stock sales - October 12,
  1999 at $2.20 per share            89,874            90        199,910        (10,000)            --             --       190,000
Net 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)            --       169,417

Payment received on stock
  sale - February 1, 2000                --            --             --         10,000             --             --        10,000
Stock sales - April 19, 2000
  at $5.70 per share                 44,038            44        249,956             --             --             --       250,000
Stock sales - May 5, 2000 at
  $15.90 per share                   12,573            13        199,987             --             --             --       200,000

Net 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             --             --             --        19,500

Net loss                                 --            --             --             --       (972,048)            --      (972,048)
                                -----------   -----------    -----------    -----------    -----------    -----------   -----------

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             --             --             --        26,584
Stock sales - various dates
  at $5.30 per share                 41,200            41        216,260             --             --             --       216,301
Stock sales - various dates
  at $6.00 per share                  3,925             4         23,546             --             --             --        23,550
Stock sales - various dates
  at $6.80 per share                  3,500             4         23,621             --             --             --        23,625
Stock sales - various dates
  at $9.00 per share                  3,250             3         29,247             --             --             --        29,250
Stock sales - April 30, 2003
  at $5.60 per share                    915             1          5,146             --             --             --         5,147
Stock sales - May 1, 2003 at
  $7.10 per share                       800             1          5,699             --             --             --         5,700
Stock sales - various dates
  at $7.50 per share                  3,500             4         26,246             --             --             --        26,250
Stock sales - May 8, 2003 at
  $8.30 per share                       300             0          2,475             --             --             --         2,475
Stock sales - May 9, 2003 at
  $8.60 per share                       800             1          6,899             --             --             --         6,900

                                                                                                                         (Continued)

                                                               7

<PAGE>

                                       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, 2009
                                                           CONTINUED


                                                                                             Deficit
                                                                             Common        accumulated
                                      Common stock            Additional      Stock        during the
                                -------------------------      paid-in     Subscription    development     Deferred
                                  Shares        Amount         capital      Receivable        stage       Compensation     Total
                                -----------   -----------    -----------    -----------    -----------    -----------   -----------
Stock sales - May 7, 2003 at
  $9.40 per share                       400             0          3,750             --             --             --         3,750
Stock sales - May 19, 2003 at
  $10.50 per share                      500             1          5,249             --             --             --         5,250
Stock sales - May 13 2003 at
  $12.00 per share                      188             0          2,250             --             --             --         2,250
Stock sales - June 30, 2003
  at $25.50 per share                   250             0          6,375             --             --             --         6,375
Offering costs                           --            --        (48,476)            --             --             --       (48,476)
Stock issued for services -
  July 2, 2003 at $25.00 per
  share                               1,000             1         24,999             --             --             --        25,000

Net loss                                 --            --             --             --       (307,679)            --      (307,679)
                                -----------   -----------    -----------    -----------    -----------    -----------   -----------

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             --             --             --        12,774
Stock sales - April 23, 2004
  at $15.00 per share                   200             0          3,000             --             --             --         3,000
Stock sales - April 27, 2004
  at $17.00 per share                   250             0          4,250             --             --             --         4,250
Stock sales - May 26, 2004 at
  $14.00 per share                      300             0          4,200             --             --             --         4,200
Stock sales - November 16,
  2004 at $57.10 per share              979             1         55,960             --             --             --        55,961
Stock sales - December 16,
  2004 at $63.90 per share              747             1         47,686             --             --             --        47,687
Offering costs                           --            --        (13,188)            --             --             --       (13,188)
Stock issued for loan fees -
  June 18, 2004 at $56.40 per
  share                               7,500             8        422,992             --             --             --       423,000
Stock issued for services -
  July 2, 2004 at $90.00 per
  share                               2,000             2        179,998             --             --             --       180,000
Stock issued for services -
  August 10, 2004 at $85.00
  per share                             100             0          8,500             --             --             --         8,500
Issuance of warrants for
  services - August 10, 2004             --            --         40,870             --             --             --        40,870

Net 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             --             --             --        47,875

Offering 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)

                                                                                                                         (Continued)


                                                               8

<PAGE>

                                       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, 2009
                                                           CONTINUED

                                                                                             Deficit
                                                                             Common        accumulated
                                      Common stock            Additional      Stock        during the
                                -------------------------      paid-in     Subscription    development     Deferred
                                  Shares        Amount         capital      Receivable        stage       Compensation     Total
                                -----------   -----------    -----------    -----------    -----------    -----------   -----------
Stock issue for services -
  June 12, 2006 at $1.00 per
  share                              25,000            25         24,975             --             --             --        25,000
Stock issue for conversion of
  bridge notes - June 16,
  2006 at $0.71 per share            76,056            76         53,924             --             --             --        54,000
Stock issue for services -
  June 19, 2006 at $0.61 per
  share                              22,000            22         13,398             --             --             --        13,420
Stock issue for services -
  June 20, 2006 at $0.61 per
  share                               8,000             8          2,992             --             --             --         3,000
Subscription Receivable
  Write-off                              --            --             --         69,482             --             --        69,482
Stock issue for services -
  July 12, 2006 at $1.00 per
  share                              25,000            25         24,975             --             --             --        25,000
Stock issue for services -
  July 20, 2006 at $2.58 per
  share                              25,000            25         64,475             --             --             --        64,500
Stock issue for services -
  July 20, 2006 at $0.40 per
  share                              25,000            25          9,975             --             --             --        10,000
Stock issue for services -
  Aug 2, 2006 at $1.70 per
  share                              30,000            30         50,970             --             --             --        51,000
Stock issue for services -
  Nov. 20, 2006 at $1.00 per
  share                              10,000            10          9,990             --             --             --        10,000
Stock issue for services -
  Nov. 20, 2006 at $1.00 per
  share                              10,000            10          9,990             --             --             --        10,000
Stock issue for services -
  Dec. 5, 2006 at $1.00 per
  share                              10,000            10          9,990             --             --             --        10,000
Stock issue for services -
  Dec. 5, 2006 at $1.00 per
  share                              20,000            20         19,980             --             --             --        20,000
Stock issue for services -
  Dec. 28, 2006 at $1.00 per
  share                              10,000            10          9,990             --             --             --        10,000
Deferred 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             --             --             --        41,800
Stock issue for services -
  Feb. 23, 2007 at $1.10 per
  share                              38,000            38         41,762             --             --             --        41,800
Deferred stock-based
  compensation                           --            --             --             --             --         10,417        10,417
Stock issue for services -
  July 3, 2007 at $.40 per
  share                              37,500            38         14,962             --             --             --        15,000
Stock issue for services -
  July 12, 2007 at $.40 per
  share                              34,091            34         14,966             --             --             --        15,000

                                                                                                                         (Continued)


                                                               9

<PAGE>

                                       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, 2009
                                                           CONTINUED


                                                                                             Deficit
                                                                             Common        accumulated
                                      Common stock            Additional      Stock        during the
                                -------------------------      paid-in     Subscription    development     Deferred
                                  Shares        Amount         capital      Receivable        stage       Compensation     Total
                                -----------   -----------    -----------    -----------    -----------    -----------   -----------
Stock issue for services -
  July 12, 2007 at $1.14 per
  share                              30,000            30         34,170             --             --             --        34,200
Stock issue for services -
  July 12, 2007 at $1.14 per
  share                              10,000            10         11,390             --             --             --        11,400
Stock issue for services -
  July 15, 2007 at $2.00 per
  share                              50,000            50         99,950             --             --             --       100,000
Stock issue for services -
  July 20, 2007 at $2.90 per
  share                               5,000             5         14,495             --             --             --        14,500
Stock issue for services -
  July 20, 2007 at $2.90 per
  share                               5,000             5         14,495             --             --             --        14,500
Stock issue for services -
  July 22, 2007 at $2.90 per
  share                              10,000            10         28,990             --             --             --        29,000
Stock issue for services -
  July 27, 2007 at $1.33 per
  share                               1,000             1          1,329             --             --             --         1,330
Stock issue for services -
  July 30, 2007 at $.52 per
  share                              28,846            29         14,971             --             --             --        15,000
Stock issue for services -
  August 1, 2007 at $1.75 per
  share                              25,000            25         43,725             --             --             --        43,750
Stock issue for services -
  August 31, 2007 at $.088
  per share                          63,000            63          5,481             --             --             --         5,544
Stock issue for services -
  October 3, 2007 at $.088
  per share                         107,455           107          9,349             --             --             --         9,456
Stock issue for services -
  October 9, 2007 at $.25 per
  share                              50,000            50         12,450             --             --             --        12,500
Stock issue for services -
  October 9, 2007 at $.2125
  per share                         100,000           100         21,150             --             --             --        21,250
Conversion of accrued
  interest on notes - August
  14, 2007 at $.20 per share        200,000           200         39,800             --             --             --        40,000
Conversion of accrued
  interest on notes - August
  31, 2007 at $.10 per share        250,000           250         24,750             --             --             --        25,000
Conversion of accrued
  interest on notes -
  November 7, 2007 at $.035
  per share                         371,428           372         12,628             --             --             --        13,000
Conversion of accrued
  interest on notes -
  November 7, 2007 at $.035
  per share                         321,249           321         10,929             --             --             --        11,250
Conversion of accrued
  interest on notes -
  November 7, 2007 at $.035
  per share                         171,428           171          5,829             --             --             --         6,000
Beneficial conversion of
  accrued interest                       --            --        110,036             --             --             --       110,036

Net loss - Twelve Months                 --            --             --             --       (965,746)            --      (965,746)
                                -----------   -----------    -----------    -----------    -----------    -----------   -----------


Balance at Decmber 31, 2007       2,628,087         2,628      2,888,664             --     (6,162,666)            --    (3,271,374)

                                                                                                                         (Continued)
                                                                10

<PAGE>
                                       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, 2009
                                                           CONTINUED
                                                                                             Deficit
                                                                             Common        accumulated
                                      Common stock            Additional      Stock        during the
                                -------------------------      paid-in     Subscription    development     Deferred
                                  Shares        Amount         capital      Receivable        stage       Compensation     Total
                                -----------   -----------    -----------    -----------    -----------    -----------   -----------
Stock issue for conversion of
  convertible notes - July 1,
  2008 at $0.01 per share           125,000           125          1,125             --             --             --         1,250
Stock issue for conversion of
  convertible notes - July 7,
  2008 at $0.01 per share           125,000           125          1,125             --             --             --         1,250
Stock issue for conversion of
  convertible notes - July 8,
  2008 at $0.01 per share           125,000           125          1,125             --             --             --         1,250
Stock issue for conversion of
  convertible notes - July 9,
  2008 at $0.01 per share           125,000           125          1,125             --             --             --         1,250
Stock issue for conversion of
  convertible notes - July 2,
  2008 at $0.01 per share           125,000           125          1,125             --             --             --         1,250
Stock issue for conversion of
  convertible notes - July 3,
  2008 at $0.01 per share           125,000           125          1,125             --             --             --         1,250
Stock issue for conversion of
  convertible notes - July 7,
  2008 at $0.01 per share           125,000           125          1,125             --             --             --         1,250
Stock issue for conversion of
  convertible notes - July 8,
  2008 at $0.01 per share           125,000           125          1,125             --             --             --         1,250
Stock issue for conversion of
  bridge notes  - July 1,
  2008 at $0.01 per share           150,000           150          1,350             --             --             --         1,500
Stock issue for conversion of
  bridge notes  - July 2,
  2008 at $0.01 per share           125,000           125          1,125             --             --             --         1,250
Stock issue for conversion of
  bridge notes  - July 3,
  2008 at $0.01 per share           125,000           125          1,125             --             --             --         1,250
Stock issue for conversion of
  bridge notes  - July 7,
  2008 at $0.01 per share           125,000           125          1,125             --             --             --         1,250
Stock issue for conversion of
  bridge notes  - July 8,
  2008 at $0.01 per share           125,000           125          1,125             --             --             --         1,250
Stock issue for conversion of
  bridge notes  - July 9,
  2008 at $0.01 per share           250,000           250          2,250             --             --             --         2,500
Stock issue for conversion of
  bridge notes  - July 2,
  2008 at $0.01 per share           125,000           125          1,125             --             --             --         1,250
Stock issue for conversion of
  bridge notes  - July 3,
  2008 at $0.01 per share           125,000           125          1,125             --             --             --         1,250
Stock issue for conversion of
  bridge notes  - July 1,
  2008 at $0.01 per share           150,000           150          1,350             --             --             --         1,500
Stock issue for conversion of
  bridge notes  - July 2,
  2008 at $0.01 per share           125,000           125          1,125             --             --             --         1,250
Stock issue for conversion of
  bridge notes  - July 7,
  2008 at $0.01 per share           125,000           125          1,125             --             --             --         1,250
Stock issue for services -
  July 9, 2008 at $.014 per
  share                             270,000           270          3,510             --             --             --         3,780
Stock issue for services -
  July 9, 2008 at $.014 per
  share                             270,000           270          3,510             --             --             --         3,780
Stock issue for services -
  September 2, 2008 at $.088
  per share                         170,455           170         14,830             --             --             --        15,000

Beneficial conversion of debt            --            --         11,250             --             --             --        11,250

Other                                   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)

                                                                                                                         (Continued)
                                                               11

<PAGE>

                                       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, 2009
                                                           CONTINUED


                                                                                             Deficit
                                                                             Common        accumulated
                                      Common stock            Additional      Stock        during the
                                -------------------------      paid-in     Subscription    development     Deferred
                                  Shares        Amount         capital      Receivable        stage       Compensation     Total
                                -----------   -----------    -----------    -----------    -----------    -----------   -----------
Stock issue for services -
  January 22, 2009 at $.05
  per share                       1,100,000         1,100         53,900            --              --             --        55,000
Stock issue for services -
  April 7, 2009 at $0.01
  per share                         500,000           500          4,500            --              --             --         5,000
Stock issue for conversion of
  bridge notes  - January 22,
  2009 at $0.02 per share           400,000           400          7,600            --              --             --         8,000
Stock issue for conversion of
  notes payable - January 22,
  2009 at $0.02 per share         1,600,000         1,600         30,400            --              --             --        32,000
Stock issue for conversion of
  notes payable - January 30,
  2009 at $0.02 per share           200,000           200          3,800            --              --             --         4,000
Stock issue for conversion of
  notes payable - April 7,
  2009 at $0.02 per share           400,000           400          7,600            --              --             --         8,000
Stock issue for conversion of
  notes payable - June 22,
  2009 at $0.0042 per share         476,190           476          1,524            --              --             --         2,000

Beneficial conversion of debt            --            --         73,600            --              --             --        73,600
Net loss - Six Months                    --            --             --            --        (344,424)            --      (344,424)
                                -----------   -----------    -----------    -----------    -----------    -----------   -----------

Balance at June 30, 2009         10,565,074   $    10,564    $ 3,127,638    $        --    $(6,970,604)   $        --   $(3,832,402)
                                ===========   ===========    ===========    ===========    ===========    ===========   ===========

                                       See accompanying notes to consolidated statements.


                                                               12
</TABLE>

<PAGE>

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


NOTE 1.  ORGANIZATION AND BASIS OF PRESNTATION

The unaudited consolidated financial statements have been prepared by NT Media
Corp. of California, Inc pursuant to the rules and regulations of the Securities
and Exchange Commission ("SEC"). The information furnished herein reflects all
adjustments (consisting of normal recurring accruals and adjustments) which are,
in the opinion of management, necessary to fairly present the operating results
for the respective periods. Certain information and footnote disclosures
normally present in annual consolidated financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been omitted pursuant to such rules and regulations. These
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and footnotes included in the Company's Annual
Report on Form 10-K. The results for the six months ended June 30, 2009 are not
necessarily indicative of the results to be expected for the full year ending
December 31, 2009.

ORGANIZATION AND LINES OF BUSINESS

NT Media Corp. of California, Inc, (hereinafter referred to as the "Company" or
"NT Media") was incorporated in the State of Delaware on March 14, 2000.

The Company is 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.

BASIS OF PRESENTATION

The accompanying consolidated financial statements include the accounts of NT
Media Corp. of California, Inc and its wholly-owned subsidiaries, eCast Media
Corporation, Inc., eCast Media LLC, and SU Productions LLC. All significant
inter-company accounts and transaction have been eliminated in consolidation.

The accompanying consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America ("US GAAP").

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.

RECAPITALIZATION

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


                                       13

<PAGE>

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


NOTE 2.  GOING CONCERN AND MANAGEMENT'S PLAN

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

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

NT Media Corporation of California, Inc. is a Delaware corporation incorporated
on March 14, 2000. We are focused on development, production and distribution of
programming in the entertainment industry including creating music platforms and
skilled gaming in the United States and abroad and vertical social and
professional networks. The Company intends to continue to develop media and
entertainment assets and channels going forward. While the Company's board of
directors 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 of Directors
("Board").

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

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


                                       14

<PAGE>

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


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

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

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

In 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.

                                       15

<PAGE>

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


NOTE 3.  RECENTLY ISSUED ACCOUNTING STANDARDS

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

In March 2008, the FASB issued SFAS No. 161, DISCLOSURES ABOUT DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES ("SFAS No. 161"), an amendment of SFAS No.
133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES ("SFAS No.
133"). This statement is intended to improve transparency in financial reporting
by requiring enhanced disclosures of an entity's derivative instruments and
hedging activities and their effects on the entity's financial position,
financial performance and cash flows. SFAS No. 161 applies to all derivative
instruments within the scope of SFAS No. 133 as well as related hedged items,
bifurcated derivatives and nonderivative instruments that are designated and
qualify as hedging instruments. Entities with instruments subject to SFAS No.
161 must provide more robust qualitative disclosures and expanded quantitative
disclosures. SFAS No. 161 is effective prospectively for financial statements
issued for fiscal years and interim periods beginning after November 15, 2008.
The Company adopted this standard as of the beginning of its calendar year 2009.
The Company's adoption of SFAS No. 161 did not have a material impact on its
financial statements.

In May 2009, the FASB issued FASB SFAS No. 165, SUBSEQUENT EVENTS ("SFAS No.
165"). This Statement establishes general standards of accounting for, and
disclosure of, events that occur after the balance sheet date but before
financial statements are issued. This Statement affirms that an entity that has
a current expectation of widely distributing its financial statements to
shareholders and other financial statement users, including public entities,
shall evaluate subsequent events through the date that the financial statements
are issued, and disclose that date. It provides that an entity shall recognize
in the financial statements the effects of all subsequent events that provide
additional evidence about conditions that existed at the date of the balance



                                       16

<PAGE>

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


sheet, including the estimates inherent in the process of preparing financial
statements. It also provides that an entity shall not recognize subsequent
events that provide evidence about conditions that did not exist at the balance
sheet date, although it does state that certain nonrecognized subsequent events
are of such a nature that they must be disclosed to keep the financial
statements from being misleading. As this Statement is modeled after the same
principles as the subsequent event guidance already existing in the auditing
literature, it is not expected that its adoption will result in significant
changes in the subsequent events that the Company reports. This Statement is
effective for interim or annual financial periods ending after June 15, 2009.
The Company will adopt the Statement in its interim period beginning July 1,
2009. The adoption of SFAS No. 165 is not expected to have a significant impact
on the Company's consolidated financial statements.

In June 2009, the FASB issued FASB SFAS No. 166, ACCOUNTING FOR TRANSFERS OF
FINANCIAL ASSETS. SFAS 166 is a revision to FASB Statement No. 140, ACCOUNTING
FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS OF
LIABILITIES, and will require more information about transfer of financial
assets, including securitization transactions, and where entities have
continuing exposure to the risks related to transferred financial assets. It
eliminates the concept of a "qualifying special-purpose entity", changes the
requirements for derecognizing financial assets and requires additional
disclosures. SFAS 166 will be effective at the start of a reporting entity's
first fiscal year beginning after November 15, 2009, or January 1, 2010, for a
calendar year-end entity. Early application is not permitted. The Company will
adopt SFAS 166 effective January 1, 2010. The Company is currently evaluating
the affect of this statement on its consolidated financial statements.

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

In June 2009, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standard No. 168 ("SFAS 168"), The FASB Accounting
Standards Codification and the Hierarchy of General Accepted Accounting
Principles - a replacement of FASB Statement No. 162. SFAS 168 establishes the
source of authoritative U.S. generally accepted accounting principles recognized
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.

                                       17

<PAGE>

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


NOTE 4.  NOTES PAYABLE - RELATED PARTIES

During the quarter ended June 30, 2009, the Company issued notes totaling
$23,701 to various related parties having no stated interest rate due on various
dates through June 2010.

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

Notes payable to the Company's President,
  Non-interest bearing, due through April 2010                          $177,660
Non-interest bearing notes payable due through
  June 2010                                                                2,341
Non-interest bearing notes payable due on demand                           6,000
                                                                        --------
Currently due                                                           $186,001
                                                                        ========

NOTE 5.  NOTES PAYABLE

During the quarter ended June 30, 2009, the Company issued three notes totaling
$54,000 bearing interest at 12% due through June 2011.

Also during the quarter ended June 30, 2009, the Company entered into agreements
with certain note holders to convert an aggregate of $10,000 in principal
amounts due under the notes into the Company's Common Stock. A total of 876,190
shares were issued to effect the conversions which were done at discounted
prices resulting in additional interest expense of $9,600 being recognized in
the current quarter.

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

Notes payable bearing interest at 12%, due through June 2011            $584,100
Notes payable bearing interest at 10%, due on demand                     161,000
Notes payable bearing interest at 12.5%, due on demand                    45,000
                                                                        --------
Total due                                                                790,100
Currently due                                                            736,100
                                                                        --------
Long-term                                                               $ 54,000
                                                                        ========

NOTE 6.  CONVERTIBLE NOTES PAYABLE

At June 30, 2009, convertible notes payable, bearing interest at 6%, totaled
$282,200 and are all currently due.


                                       18

<PAGE>

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


NOTE 7.  CONVERTIBLE NOTES PAYABLE - RELATED PARTIES

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

NOTE 8.  STOCK ISSUANCES

During the six months ended June 30, 2009, we converted an aggregate of $48,127
in principal and interest due under various notes into the Company's common
stock. We issued a total of 3,076,190 shares to effect the conversions and
recognized a total of $79,473 in additional interest expense in connection with
the conversions.

On April 3, 2009, the Company entered into an agreement for consulting,
promotional and marketing services and issued 500,000 shares of restricted
Common Stock in payment under the contract. The holder took the shares for
investment purposes without a view to distribution and had access to information
concerning the Company's business and prospects, as required by the Securities
Act of 1933, as amended (the "Act"). In addition, there was no general
solicitation or advertising for the issuance of the shares. The holder was
permitted access to our management for the purpose of acquiring investment
information. Due to the holder's status as a sophisticated party and their
dealings with companies similar to ours, we deem the holder sophisticated for
the purposes of Section 4(2) of the Act.

On April 7, 2009, the Company issued 400,000 shares of Common Stock to a note
holder to convert $8,000 in principal amount due under a note dated November 21,
2008. The holder took the shares for investment purposes without a view to
distribution and had access to information concerning the Company's business and
prospects, as required by the Securities Act of 1933, as amended (the "Act"). In
addition, there was no general solicitation or advertising for the issuance of
the shares. The holder was permitted access to our management for the purpose of
acquiring investment information. Due to the holder's status as a sophisticated
party and their dealings with companies similar to ours, we deem the holder
sophisticated for the purposes of Section 4(2) of the Act.

On June 22, 2009, the Company issued 476,190 shares of Common Stock to a note
holder to convert $2,000 in principal amount due under a note dated July 10,
2008. The holder took the shares for investment purposes without a view to
distribution and had access to information concerning the Company's business and
prospects, as required by the Securities Act of 1933, as amended (the "Act"). In
addition, there was no general solicitation or advertising for the issuance of
the shares. The holder was permitted access to our management for the purpose of
acquiring investment information. Due to the holder's status as a sophisticated
party and their dealings with companies similar to ours, we deem the holder
sophisticated for the purposes of Section 4(2) of the Act.


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


NOTE 9.  EARNINGS (LOSS) PER SHARE

The Company computes earnings (loss) per common share in accordance with SFAS
No. 128, "Earnings per Share". The Statement requires dual presentation of basic
and diluted EPS on the face of the income statement for all entities with
complex capital structures and requires a reconciliation of the numerator and
denominator of the basic EPS computation to the numerator and denominator of the
diluted EPS computation. Basic loss per share is computed by dividing loss
available to common shareholders by the weighted average number of common shares
outstanding. The computation of diluted loss per share is similar to the basic
loss per share computation except the denominator is increased to include the
number of additional shares that would have been outstanding if the dilutive
potential common shares had been issued. In addition, the numerator is adjusted
for any changes in income or loss that would result from the assumed conversions
of those potential shares. However, such presentation is not required if the
effect is anti-dilutive. There were no options or warrants outstanding at June
30, 2009 and 2008.

NOTE 10.  SUBSEQUENT EVENTS

Subsequent to the end of the quarter ended June 30, 2009, the Company issued an
aggregate of $14,959 in non-interest bearing notes to certain related parties
with due dates through August 2011.

On July 30, 2009, the Company entered into an agreement with a note holder to
convert $2,000 in principle and $500 in interest due under a note dated November
21, 2008 into 312,500 shares of the Company's common stock.

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

FORWARD-LOOKING STATEMENTS

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

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

OVERVIEW

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


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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.

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.

                                       22

<PAGE>

RESULTS OF OPERATIONS

The Company is evolving as a leader in the development of destination websites
that engage users and inspire loyalty. The Company is doing this by launching a
wide array of websites that take advantage of the Worldwide Web's ability to
reach users with information, services and products that encourages interaction
between the visitor and the websites. The Company has also commenced launching
Targeted Social Networks on the internet. Social Networking sites deliver large
audiences with little investment in content creation because their users develop
and post the material. These sites have changed how people meet, interact and
share information. The Company has launched Single Dads, a social network
dedicated to exchange of information and ideas among single dads from around the
world. The Company anticipates cash requirements of approximately $4.3 million
in the next 12 months, the bulk of which would be put toward the repayment of
notes that would be due and servicing our debt. The remainder will be used for
marketing and professional services and personnel. We expect to raise the said
funds through private placements of debt and equity throughout the year, but
there can be no assurance that we will be successful in such private placements.

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

Purpose                                                                 Amount
-------                                                               ----------
Growth Capital for Acquired Subsidiaries                              $  245,000
Additional Employees                                                      49,000
Marketing and Public Relations Campaigns                                 147,000
Participation in Industry and Trade Functions                             24,500
Ongoing Operations                                                       147,000
Capital needed for total amount of convertible
   notes reaching maturity (unless notes are extended)                   907,800
Capital needed for total amount of notes payable
   reaching maturity (unless notes are extended)                         922,101
Capital needed to pay accounts payable and accrued
   expenses due                                                        1,849,957
                                                                      ----------
Total                                                                 $4,292,358
                                                                      ==========

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

OPERATING RESULTS FOR THE QUARTERS ENDED JUNE 30 2009 AND 2008

Operating expenses increased to $79,115 for the quarter ended June 30, 2009
compared to $76,020 for the quarter ended June 30, 2008.


                                       23

<PAGE>


Other expenses, consisting of interest expense, for the quarter ended June 30,
2009 increased by $17,220 compared with the quarter ended June 30, 2008
primarily due to interest expense resulting from the conversion of principal
amounts due on certain notes payable to the Company's Common Stock during the
current year's quarter. Total interest expense recognized from the conversion of
principal amounts due under various notes as discussed in Note 4 in the quarter
ended June 30, 2009 amounted to $9,600.

Net loss for the quarter ended June 30, 2009 of $130,438 increased by $20,315
compared to the net loss of $110,123 for the quarter ended June 30, 2008 mainly
as a result of increased interest expense discussed above.

OPERATING RESULTS FOR THE SIX MONTHS ENDED JUNE 30 2009 AND 2008

Operating expenses increased by $78,523 for the six months ended June 30, 2009
compared to the six months ended June 30, 2008 primarily as a result of the
effects of compensation expense incurred under the employment agreement with the
Company's president and expense incurred under consulting agreements entered
into during current year.

Other expenses, consisting of interest expense, for the six months ended June
30, 2009 increased by $84,422 compared with the six months ended June 30, 2008
primarily due to interest expense resulting from the conversion of principal and
interest due on certain notes payable to the Company's Common Stock during the
current year's period. Total interest expense recognized from such conversions
amounted to $79,473 during the six months ended June 30, 2009.

Net loss for the six months ended June 30, 2009 of $344,424 increased by
$162,945 compared to the net loss of $181,479 for the six months ended June 30,
2008 mainly as a result of compensation expense incurred under the employment
agreement with the Company's president and interest resulting from the
conversion of debt discussed above.

OFF-BALANCE SHEET ARRANGEMENTS

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

LIQUIDITY AND CAPITAL RESOURCES

We have incurred operating losses since inception. As of June 30, 2009, we had
an accumulated deficit of $6,970,604. At June 30, 2009, we had $14,634 in cash
or cash equivalents and a net working capital deficit of $3,778,402.

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, 2009, eCast owed
$620,000 represented by 6% convertible notes and the Company owed $287,800
represented by 6% convertible notes. These notes were issued to two of the
Company's major stockholders. The balance of $907,800 is now classified as a
current liability. We anticipate we will continue borrowing funds or obtaining
additional equity financing to provide working capital.


                                       24

<PAGE>


During the six months ended June 30, 2009, we converted an aggregate of $48,127
in principal and interest due under various notes into the Company's common
stock. We issued a total of 3,076,190 shares to effect the conversions and
recognized a total of $79,473 in additional interest expense in connection with
the conversions.

The audit report of the Company's independent registered public accounting firm
for the year ended December 31, 2008 includes a "going concern" explanation. In
the auditor's opinion, the Company's limited operating history and the
accumulated net deficit as of December 31, 2008, raised substantial doubt about
the Company's ability to continue as a going concern. We require approximately
$3,700,000 in capital over the next twelve months to pay off accounts payable
and accrued expenses, and the convertible notes and notes payable reaching
maturity unless we are able to obtain additional extensions.

Due to our limited cash flow, operating losses and intangible assets, it is
unlikely we could obtain financing through commercial or banking sources.
Consequently, we are dependent on continuous cash infusions from our major
stockholders and other outside sources in order to fund our current operations.
If these outside sources are unwilling or unable to provide necessary working
capital to us, we will probably not be able to sustain our operations. We have
no written agreements or contractual obligations in place which would require
our outside sources to continue to finance our operations. The NT Media and
eCast convertible notes payable are voluntarily convertible when our or eCast's
securities (as the case may be) are trading publicly and the underlying stock of
the convertible notes have been registered with the SEC and declared effective.
If they remain unpaid, the notes will automatically convert to Common Stock on
the fifth anniversary of their respective issuances. Thus, the current
convertible notes would be mandatorily converted during 2009 in the amount of
$907,800 unless they become eligible for conversion prior to that time, or have
been extended by the parties.

If adequate funds do not become available, management believes that its officers
and directors will contribute capital amounts necessary to fund the Company's
ongoing expenses; however, the Company's officers and directors are under no
obligation to do so. If we are unable to pay the Company's debt as it becomes
due and are unable to obtain financing on terms acceptable to us, or at all, we
will not be able to accomplish any or all of the Company's initiatives and will
be forced to consider steps that would protect the Company's assets against
creditors.

CRITICAL ACCOUNTING POLICIES

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

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4T. CONTROLS AND PROCEDURES


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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, 2009 that have materially
affected, or are reasonably likely to materially affect our internal control
over financial reporting.

ADDITIONAL DISCLOSURE CONCERNING CONTROLS AND PROCEDURES

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


                                     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.


                                       26

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ITEM 1A. RISK FACTORS

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

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES

On April 3, 2009, the Company entered into an agreement for consulting,
promotional and marketing services and issued 500,000 shares of restricted
Common Stock in payment under the contract. The holder took the shares for
investment purposes without a view to distribution and had access to information
concerning the Company's business and prospects, as required by the Securities
Act of 1933, as amended (the "Act"). In addition, there was no general
solicitation or advertising for the issuance of the shares. The holder was
permitted access to our management for the purpose of acquiring investment
information. Due to the holder's status as a sophisticated party and their
dealings with companies similar to ours, we deem the holder sophisticated for
the purposes of Section 4(2) of the Act.

On April 7, 2009, the Company issued 400,000 shares of Common Stock to a note
holder to convert $8,000 in principal amount due under a note dated November 21,
2008. The holder took the shares for investment purposes without a view to
distribution and had access to information concerning the Company's business and
prospects, as required by the Securities Act of 1933, as amended (the "Act"). In
addition, there was no general solicitation or advertising for the issuance of
the shares. The holder was permitted access to our management for the purpose of
acquiring investment information. Due to the holder's status as a sophisticated
party and their dealings with companies similar to ours, we deem the holder
sophisticated for the purposes of Section 4(2) of the Act.

On June 22, 2009, the Company issued 476,190 shares of Common Stock to a note
holder to convert $2,000 in principal amount due under a note dated July 10,
2008. The holder took the shares for investment purposes without a view to
distribution and had access to information concerning the Company's business and
prospects, as required by the Securities Act of 1933, as amended (the "Act"). In
addition, there was no general solicitation or advertising for the issuance of
the shares. The holder was permitted access to our management for the purpose of
acquiring investment information. Due to the holder's status as a sophisticated
party and their dealings with companies similar to ours, we deem the holder
sophisticated for the purposes of Section 4(2) of the Act.

On July 30, 2009, the Company entered into an agreement with a note holder to
convert $2,000 in principle and $500 in interest due under a note dated November
21, 2008 into 312,500 shares of the Company's common stock. The holder took the
shares for investment purposes without a view to distribution and had access to
information concerning the Company's business and prospects, as required by the
Securities Act of 1933, as amended (the "Act"). In addition, there was no
general solicitation or advertising for the issuance of the shares. The holder
was permitted access to our management for the purpose of acquiring investment
information. Due to the holder's status as a sophisticated party and their
dealings with companies similar to ours, we deem the holder sophisticated for
the purposes of Section 4(2) of the Act.


                                       27

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ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS

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



                                       28

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                                   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 19, 2009                     NT MEDIA CORP. OF CALIFORNIA, INC.



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



                                       29