UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

             [X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2006

             [_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                   EXCHANGE ACT FOR THE TRANSITION PERIOD FROM
                       _______________ to _______________

                         Commission File Number 0-31012

                       NT MEDIA CORP. OF CALIFORNIA, INC.
        (Exact name of small business issuer as specified in its charter)


                DELAWARE                                  94-3357128
  ---------------------------------                 ----------------------
    (State of other jurisdiction                       (I.R.S. Employer
  of incorporation or organization)                 Identification Number)


           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 past 90 days.

                                 Yes [X] No [_]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                                 Yes [_] No [X]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable  date:  62,109,133 shares of Common Stock,
par value $.001 per share, issued and outstanding as of November 15, 2006.

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


<PAGE>


                                      INDEX

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

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

         ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
                    OR PLAN OF  OPERATIONS ................................   15

         ITEM 3.  CONTROLS AND PROCEDURES .................................   28

PART II - OTHER INFORMATION ...............................................   29

         ITEM 1.  LEGAL PROCEDINGS ........................................   29

         ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES .................   29

         ITEM 3.  DEFAULTS ON INDEBTEDNESS ................................   29

         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY
                     HOLDERS ..............................................   30

         ITEM 5.  OTHER INFORMATION .......................................   30

         ITEM 6.  EXHIBITS ................................................   31


                                       2
<PAGE>


PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


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

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

Consolidated Statements of Operations -
  Three Months Ended September 30, 2006 and 2005 (unaudited) ...............   5

Consolidated Statements of Operations -
  Nine Months Ended September 30, 2006 and 2005 and
  cumulative from June 4, 1999 inception to
  September 30, 2006 (unaudited) ...........................................   6

Consolidated Statements of Cash Flows -
  Nine Months Ended September 30, 2006 and 2005 and
  cumulative from June 4, 1999 inception to
  September 30, 2006 (unaudited) ...........................................   7

Notes to Unaudited Consolidated Financial Statements .......................   8


                                       3
<PAGE>


               NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                           Consolidated Balance Sheet
                                   (Unaudited)

                                                                   September 30,
                                                                       2006
                                                                    -----------
CURRENT ASSETS
     Cash and cash equivalents .................................    $       200
     Prepaid Expenses ..........................................          8,500
     Due from related parties ..................................         35,383
                                                                    -----------
TOTAL CURRENT ASSETS ...........................................    $    44,083
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Accounts payable ..........................................    $   236,818
     Accrued liabilities .......................................        328,689
     Accrued liabilities to related parties ....................        577,437
     Notes payable .............................................        631,000
     Notes payable related party ...............................         72,094
     Convertible notes payable .................................        287,200
     Convertible notes payable, related party ..................        630,600
     Accrued litigation settlement .............................        100,000
                                                                    -----------
TOTAL CURRENT LIABILITIES ......................................      2,863,838
                                                                    -----------

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

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

STOCKHOLDERS' DEFICIT
     Preferred stock, $0.001 par value, 5,000,000 shares
       authorized; 0 shares issued and outstanding .............           --
     Common stock; $0.001 par value; 100,000,000 shares
       authorized; 62,109,133 shares issued and outstanding ....         62,110
     Deferred Compensation .....................................        (16,667)
     Additional paid-in capital ................................      2,137,866
     Deficit accumulated during the development stage ..........     (5,003,064)
                                                                    -----------
TOTAL STOCKHOLDERS' DEFICIT ....................................     (2,819,755)
                                                                    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT ....................    $    44,083
                                                                    ===========

                See accompanying notes to financial statements.


                                       4
<PAGE>


               NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                      Consolidated Statements of Operations
                                   (Unaudited)


                                                       THREE MONTHS ENDED
                                                 ------------------------------
                                                   SEPT 30,          SEPT 30,
                                                     2006              2005
                                                 ------------      ------------

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

COSTS AND EXPENSES
      General and administrative ...........          201,275            22,167
      Impairment of film costs .............           33,791              --
      Impairment of inventory ..............           24,820              --
                                                 ------------      ------------
TOTAL COSTS AND EXPENSES ...................          259,886            22,167
                                                 ------------      ------------

LOSS FROM OPERATIONS .......................         (259,886)          (22,167)

OTHER INCOME (EXPENSE)
      Interest income, related party .......             --               1,042
      Interest expense .....................          (21,688)          (23,603)
      Interest expense, related party ......           (9,805)          (10,150)
      Loan fees ............................             --             (15,997)
                                                 ------------      ------------
TOTAL OTHER INCOME (EXPENSE) ...............          (31,493)          (48,708)
                                                 ------------      ------------
NET (LOSS) BEFORE MINORITY INTEREST
AND PROVISION FOR INCOME TAXES .............         (291,379)          (70,875)

MINORITY INTEREST ..........................             --                 899

NET (LOSS)  BEFORE PROVISION
      FOR INCOME TAXES .....................         (291,379)          (69,976)

PROVISION FOR INCOME TAXES .................             --                --
                                                 ------------      ------------
NET (LOSS) .................................     $   (291,379)     $    (69,976)
                                                 ============      ============
NET (LOSS) PER SHARE:
      BASIC AND DILUTED ....................     $       *         $       *
                                                 ============      ============
WEIGHTED AVERAGE SHARES OUTSTANDING:
      BASIC AND DILUTED ....................       59,679,785        38,478,522
                                                 ============      ============

                                * Less than $.01

                See accompanying notes to financial statements.


                                       5
<PAGE>


<TABLE>
               NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                      Consolidated Statements of Operations
                                   (Unaudited)

<CAPTION>
                                                                                         CUMULATIVE FROM
                                                                 NINE MONTHS ENDED         JUNE 4, 1999
                                                           ----------------------------     (INCEPTION)
                                                             SEPT 30,        SEPT 30,       TO SEPT 30,
                                                               2006            2005            2006
                                                           ------------    ------------    ------------
<S>                                                        <C>             <C>             <C>
REVENUE ................................................   $       --      $        151    $    385,997
                                                           ------------    ------------    ------------

COSTS AND EXPENSES
      General and administrative .......................        288,343         162,231       4,094,744
      Depreciation and amortization ....................           --               910         132,077
      Impairment of film costs .........................         33,791            --           156,445
      Impairment of inventory ..........................         24,820            --            24,820
      Loss on litigation settlement ....................           --              --           100,000
                                                           ------------    ------------    ------------
TOTAL COSTS AND EXPENSES ...............................        346,954         163,141       4,508,086
                                                           ------------    ------------    ------------

LOSS FROM OPERATIONS ...................................       (346,954)       (162,990)     (4,122,089)

OTHER INCOME (EXPENSE)
      Interest income, related party ...................          2,084           3,126          23,154
      Interest expense .................................        (68,204)        (67,970)       (235,345)
      Interest expense, related party ..................        (29,414)        (29,759)       (285,123)
      Loan fees ........................................           --          (110,997)       (616,000)
      Debt forgiven ....................................           --              --           290,595
      Legal fees forgiven ..............................           --              --            12,296
      Provision for common stock subscription receivable        (91,552)           --           (91,552)
                                                           ------------    ------------    ------------
TOTAL OTHER INCOME (EXPENSE) ...........................       (187,086)       (205,600)       (901,975)
                                                           ------------    ------------    ------------

NET (LOSS) BEFORE MINORITY INTEREST
AND PROVISION FOR INCOME TAXES .........................       (534,040)       (368,590)     (5,024,064)

MINORITY INTEREST ......................................           --             8,348          33,000

NET (LOSS)  BEFORE PROVISION FOR INCOME TAXES ..........       (534,040)       (360,242)     (4,991,064)

PROVISION FOR INCOME TAXES .............................          1,600           1,600          12,000
                                                           ------------    ------------    ------------

NET (LOSS) .............................................   $   (535,640)   $   (361,842)   $ (5,003,064)
                                                           ============    ============    ============

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

WEIGHTED AVERAGE SHARES OUTSTANDING:
      BASIC AND DILUTED ................................     46,360,653      38,368,117
                                                           ============    ============
</TABLE>

                See accompanying notes to financial statements.


                                       6
<PAGE>


<TABLE>
               NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<CAPTION>
                                                                                              CUMULATIVE FROM
                                                                        NINE MONTHS ENDED       JUNE 4, 1999
                                                                  --------------------------     (INCEPTION)
                                                                    SEPT 30,       SEPT 30,      TO SEPT 30,
                                                                      2006           2005           2006
                                                                  -----------    -----------    -----------
<S>                                                               <C>            <C>            <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
      Net (loss) before minority interest .....................   $  (535,640)   $  (370,190)   $(5,036,064)
      Adjustment to reconcile net loss to net cash
         used in operating activities:
            Depreciation and amortization expense .............          --              910        132,077
            Impairment loss ...................................        58,611           --          361,593
            Operating expenses paid by reducing note receivable          --             --           10,000
            Stock issued for services .........................       175,253           --          388,753
            Operating expenses paid by issuing note payable ...         1,643           --            1,643
            Stock issued for loan fees ........................          --             --          423,000
            Stock options issued for services .................          --             --           60,370
            Legal fees forgiven ...............................          --             --          (12,296)
            Debts forgiven ....................................          --             --         (290,595)
            Provision for common stock subscription receivable         91,552           --           91,552
      Changes in assets and liabilities:
            Interest receivable ...............................        (2,084)        (3,126)       (22,070)
            Inventory .........................................          --            1,715        (24,820)
            Prepaid expenses ..................................        (8,500)        80,641         (8,500)
            Due from related parties ..........................          --              120           --
            Other assets ......................................          --             --          (24,000)
            Litigation settlement .............................          --             --          100,000
            Accounts payable and accrued expenses .............       120,901        135,786        804,250
            Accrued expenses, related party ...................        64,717         39,091        534,015
                                                                  -----------    -----------    -----------
Net cash (used in) operating activities .......................       (33,547)      (115,053)    (2,511,092)
                                                                  -----------    -----------    -----------

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 ................................          --           (9,258)      (133,005)
      Investment in web site development costs ................          --             --         (292,968)
                                                                  -----------    -----------    -----------
Net cash (used in) investing activities .......................          --           (9,258)      (454,852)
                                                                  -----------    -----------    -----------

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
      Proceeds from issuance of common stock ..................          --           47,875      1,254,154
      Proceeds from equity investment of minority interest ....          --             --           33,000
      Payment of offering costs ...............................          --           (4,786)       (66,450)
      Proceeds from notes payable .............................          --           70,000        685,000
      Proceeds from note payable, related party ...............        32,800           --          249,642
      Payment of note payable, related party ..................          --             --         (107,002)
      Proceeds from issuance of convertible notes .............          --             --          917,800
                                                                  -----------    -----------    -----------
Net cash provided by financing activities .....................        32,800        113,089      2,966,144
                                                                  -----------    -----------    -----------

NET INCREASE (DECREASE) IN CASH AND
      CASH EQUIVALENTS ........................................          (747)       (11,222)           200

CASH AND CASH EQUIVALENTS,
      Beginning of period .....................................           947         12,842           --
                                                                  -----------    -----------    -----------
CASH AND CASH EQUIVALENTS,
      End of period ...........................................   $       200    $     1,620    $       200
                                                                  ===========    ===========    ===========

SUPPLEMENTAL DISCLOSURES OF
      CASH FLOW INFORMATION:
      Interest paid ...........................................   $      --      $      --      $     1,911
                                                                  ===========    ===========    ===========
      Income taxes paid .......................................   $     1,600    $     1,600    $     4,000
                                                                  ===========    ===========    ===========
</TABLE>

                See accompanying notes to financial statements.


                                       7
<PAGE>


               NT MEDIA CORP. OF CALIFORNIA INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006

NOTE 1.  BASIS OF PRESENTATION

The unaudited  consolidated  financial statements have been prepared by NT Media
Corp. of California,  Inc. and Subsidiaries (the "Company"),  in accordance with
generally accepted accounting  principles for interim financial  information and
with the  instructions  for Form 10-QSB and Regulation S-B as promulgated by the
Securities and Exchange  Commission  ("SEC").  Accordingly,  these  consolidated
financial statements do not include all of the disclosures required by generally
accepted  accounting  principles  in the United  States of America for  complete
financial statements.  These unaudited interim consolidated financial statements
should be read in conjunction with the audited consolidated financial statements
and the notes thereto  include on Form 10-KSB for the period ended  December 31,
2005. In the opinion of management, the unaudited interim consolidated financial
statements  furnished  herein  include  all  adjustments,  all of which are of a
normal recurring  nature,  necessary for a fair statement of the results for the
interim  period  presented.  The results of the nine months ended  September 30,
2006 are not  necessarily  indicative of the results to be expected for the full
year ending December 31, 2006.

NOTE 2.  GOING CONCERN AND MANAGEMENTS PLAN

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Company as a going concern. As of
and for the period ended  September  30 , 2006 the Company  incurred a net loss,
had an accumulated deficit and a working capital deficit. These conditions raise
substantial  doubt as to the Company's  ability to continue as a going  concern.
These  consolidated  financial  statements do not include any  adjustments  that
might result from the outcome of this uncertainty.  These consolidated financial
statements do not include any  adjustments  relating to the  recoverability  and
classification  of recorded  asset  amounts,  or amounts and  classification  of
liabilities  that might be necessary should the Company be unable to continue as
a going concern.

The  Company  current  business  operations  are  focused  on  the  development,
production and  distribution of programming in the  entertainment  industry.  We
intend to continue to utilize the Company's media and  entertainment  assets and
channels  going  forward.  However,  we are also  currently  exploring  business
opportunities  in the  technology  and  sciences  area to augment the  Company's
primary  line of  business.  To that end, we have  engaged and will  continue to
engage  consultants from time to time to assist us in identifying and evaluating
new technology business ventures that would be either  complimentary or additive
to the Company's  existing media and  entertainment  focus. We are  compensating
these  consultants by issuing them shares of the Company's common stock pursuant
to the Company's 2006 Consultant Stock Plan, which we registered with the SEC on
July 6, 2006. In the future,  when we retain such  consultants we may compensate
them in cash or  equity.  While the 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


                                       8
<PAGE>


technology ventures as approved by the Company's board of directors.

In August 2006, the Company has optioned the  production  rights to three films.
The two of the options  expires in 90 days and the third option expired  without
being executed on November 15, 2006.  The  screenplays  are registered  with the
Writers Guild of America.

In August 2006, the Company  announced  plans to launch  Multi-Platform  digital
media services. The platforms will include PCs, mobile devices, and digital TVs.
In September  the Company  started to launch its Music  Division,  NT Music.  NT
Music will not be a traditional record label but focus on creating and acquiring
musical  content,  and market and  exclusively  distribute  such content through
these new media  outlets such as  peer-to-peer,  viral  digital  marketing,  and
mobile  content and  ring-tone  sales.  The Company also plans to re-launch  its
series "Real or Fake" which  previously  debuted on its  Neurotrash  Website and
make it  available  for  mobile  content.  The  Company  also  plans  to make it
user-generated as well with consumer voting and contests.

In August of 2006,  the Company  announced  the intent to produce the  Hollywood
House Party Series.  The Company will make the series available for mobile media
through its recent plans to provide  multi-platform  Digital Media services. The
Company has also allocated a $500 prize for the best Hollywood House party Clip.

In September of 2006, the Company  announced that it has signed with BANGO,  PLC
to sell and deliver NT Media's content to mobile customers worldwide.  BANGO PLC
is a London Stock  Exchange  traded  company which was founded in 1999 to enable
content  providers  to benefit  from the  opportunities  presented by the mobile
internet.

In October of 2006,  the Company  announced that it has signed Mikey Mo "The MC"
to its newly created music division.  NT Music will focus on distributing  Mikey
Mo's music through digital musical distribution as well as mobile music content.
The Company plans to distribute the music through  digital media outlets such as
peer-to-peer, viral digital marketing and mobile content. The Company also plans
to make Mikey's Mo's music  available  through  digital  services  such as Apple
iTunes, Napster and MSN Music.

In November of 2006, the Company announced that it plans to distribute its music
on iTunes,  the digital  download  store from  Apple,  Napster and MSN Music and
numerous other digital music stores, including mobile platforms and subscription
services.

In  November  of 2006,  the  Company  announced  that it has  joined  the iTunes
Affiliate Program. Through the program NT Media's music division, NT Music, will
be able to display  the iTunes  logo and its site and  generate  commissions  by
purchases made through links to the iTunes store.


                                       9
<PAGE>


NOTE 3.  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:

In February 2006, the Financial  Accounting  standard Board ("FASB") issued SFAS
No. 155, "Accounting for Certain Hybrid Financial  Instruments - an amendment of
FASB Statements No. 133 and 140" ("SFAS No. 155"). SFAS No. 155 allows financial
instruments that contain an embedded derivative and that otherwise would require
bifurcation  to be  accounted  for as a  whole  on a fair  value  basis,  at the
holders'  election.  SFAS No.  155  also  clarifies  and  amends  certain  other
financial  instruments  acquired  or  issued  in fiscal  years  beginning  after
September  15,  2006.  The Company does not believe the adoption of SFAS No. 155
will  have  any  impact  on the  Company's  financial  position  or  results  of
operations.

In March  2006,  the FASB  issued SFAS No. 156,  "Accounting  for  Servicing  of
Financial  Assets - an amendment of FASB  Statement  No. 140" ("SFAS No.  156").
SFAS No. 156  provides  guidance  on the  accounting  for  servicing  assets and
liabilities when an entity undertakes an obligation to service a financial asset
by entering into a servicing contract. This statement is effective for the first
fiscal year beginning after September 15, 2006. The Company does not believe the
adoption  of SFAS  No.  156 will  have any  impact  on the  Company's  financial
position or results of operations.
In  September  2006,  FASB  issued  SFAS 157  `Fair  Value  Measurements'.  This
Statement  defines fair value,  establishes a framework for measuring fair value
in generally accepted  accounting  principles  (GAAP),  and expands  disclosures
about fair value  measurements.  This Statement  applies under other  accounting
pronouncements that require or permit fair value measurements,  the Board having
previously  concluded in those accounting  pronouncements that fair value is the
relevant measurement attribute. Accordingly, this Statement does not require any
new fair value measurements. However, for some entities, the application of this
Statement  will  change  current  practice.  This  Statement  is  effective  for
financial  statements issued for fiscal years beginning after November 15, 2007,
and interim  periods  within those fiscal  years.  The  management  is currently
evaluating the effect of this pronouncement on financial statements.
In  September  2006,  FASB issued SFAS 158  `Employers'  Accounting  for Defined
Benefit Pension and Other Postretirement  Plans--an amendment of FASB Statements
No. 87, 88, 106,  and 132(R)' This  Statement  improves  financial  reporting by
requiring an employer to recognize  the  overfunded or  underfunded  status of a
defined  benefit


                                       10
<PAGE>


postretirement  plan (other than a multiemployer  plan) as an asset or liability
in its statement of financial  position and to recognize  changes in that funded
status in the year in which the changes occur through  comprehensive income of a
business  entity or  changes  in  unrestricted  net  assets of a  not-for-profit
organization.  This Statement also improves financial  reporting by requiring an
employer to measure the funded  status of a plan as of the date of its  year-end
statement  of financial  position,  with limited  exceptions.  An employer  with
publicly traded equity securities is required to initially  recognize the funded
status of a defined  benefit  postretirement  plan and to provide  the  required
disclosures  as of the end of the fiscal year ending after December 15, 2006. An
employer without publicly traded equity  securities is required to recognize the
funded  status of a  defined  benefit  postretirement  plan and to  provide  the
required  disclosures  as of the end of the fiscal  year  ending  after June 15,
2007. However, an employer without publicly traded equity securities is required
to disclose the following information in the notes to financial statements for a
fiscal year ending after December 15, 2006, but before June 16, 2007,  unless it
has applied the  recognition  provisions  of this  Statement in preparing  those
financial  statements.  The  requirement  to measure  plan  assets  and  benefit
obligations  as of the  date of the  employer's  fiscal  year-end  statement  of
financial position is effective for fiscal years ending after December 15, 2008.
The  management  is currently  evaluating  the effect of this  pronouncement  on
financial statements.

NOTE 4.  NOTES PAYABLE RELATED PARTY

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

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

On July 18,  2006  the  Company  borrowed  $300  from a  related  party  with no
interest. The note is due August 7, 2007.

On August 7, 2006 the Company  borrowed  $523 from the  President of the Company
with no interest. The note is due August 7, 2007.

NOTE 5.  CONVERTIBLE NOTES PAYABLE

As  of  September  30,  2006,  the  Company  had  $287,200  of  6%  subordinated
convertible  notes outstanding to a shareholder who owned 5.7% of the issued and
outstanding  stock of the  Company  as of  September  30,  2006.  All  notes are
convertible  to common  shares,  $0.001 par value,  at a  conversion  price that
equals the  average  bid price of the  common  stock for the five  trading  days
immediately  preceding the conversion  date. The notes are convertible  when the
Company's  securities  are  trading  publicly  and the  underlying  stock of the
debenture  has  been  registered  with  the SEC and  declared  effective.  It is
mandatory  that the notes be  converted  on the fifth year of their  anniversary
date or are due and  payable  in the event that the  Company's  shares of common
stock are not publicly traded.  The notes must be converted during 2006 and 2007
in the amounts of $58,100 and  $229,100,  respectively.  $287,200 of these notes
are  classified as a current  liability at September 30, 2006. The proceeds were
primarily  used for  operating  activities  as well as for investing in Web site
development.  Interest  expense accrued for the periods ended September 30, 2006
and 2005, totaled $12,924 and $12,924,  respectively.  As of September 30, 2006,
interest accrued on convertible notes totaled $97,327.


                                       11
<PAGE>


During the period ended September 30, 2006, convertible notes as described above
totaling  $279,100 reached their maturity date. These notes were extended for an
additional period of one year under the same terms and conditions.

NOTE 6. CONVERTIBLE NOTES - RELATED PARTY

As  of  September  30,  2006,  the  Company  had  $630,600  of  6%  subordinated
convertible notes outstanding. The notes are due to a related party who owned an
aggregate  of 17.9% of the issued  and  outstanding  stock of the  Company as of
September  30, 2006.  All notes are  convertible  to common  shares,  $0.001 par
value,  at a  conversion  price that  equals the average bid price of the common
stock for the five trading days  immediately  preceding the conversion date. The
notes are convertible when the Company's securities are trading publicly and the
underlying  stock of the debenture has been registered with the SEC and declared
effective.  It is  mandatory  that the notes be  converted  on the fifth year of
their  anniversary  date or are due and payable in the event that the  Company's
shares of common  stock are not  publicly  traded.  The notes must be  converted
during  2006 and 2007 in the  amounts of  $110,000  and  $520,300  respectively.
$630,600 of these notes are  classified as a current  liability at September 30,
2006. The proceeds were  primarily used for operating  activities as well as for
investing  in Web site  development.  Interest  expense  for the  periods  ended
September  30,  2006 and 2005  was  $28,377  and  $28,377,  respectively.  As of
September 30, 2006, interest accrued on convertible notes totaled $212,636.

During the period ended September 30, 2006, convertible notes as described above
totaling  $491,000 reached their maturity date. These notes were extended for an
additional period of one year under the same terms and conditions.

NOTE 7.  EARNINGS PER SHARE

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

NOTE 8.  STOCKHOLDERS' EQUITY

On June 12, 2006, the Company  entered into an agreement with a related party to
provide  consulting  services  over a one year  period for  2,500,000  shares of
common stock under the


                                       12
<PAGE>


onsultant  stock plan valued at $25,000,  the fair market value of the shares on
the date of the agreement. The shares were issued in July 2006.

On June 16,  2006,  7,605,633  shares  were  issued  to repay  $54,000  of notes
payable.  The shares were valued at $54,000, the fair market value of the shares
on the date of the agreement.

On June 19,  2006,  2,200,000  shares  were  issued in  payment  for  consulting
services.  These  shares were valued at  $13,420,  the fair market  value of the
shares on the date of the agreement.

On June 20, 2006, we issued  800,000  shares of our common stock to a consultant
for past  services  rendered.  These  shares were valued at $3,000,  fair market
value of shares on the date of the agreement.

On June 29, 2006 the Company  adopted a 2006  Consultant  Stock Plan (the "Stock
Plan")  authorizing  the  Company to issue or grant up to  25,000,000  shares of
Common  Stock of the Company  (the  "Shares")  to persons  providing  consulting
services  to the  Company.  On July 6,  2006 the  Company  filed a  Registration
Statement on Form S-8  registering  the Shares with the SEC. As of September 30,
2006, the Company has issued  13,000,000 Shares under the Stock Plan. The Shares
were valued at $173,500 per there respective agreements

On July 12, 2006 the Company issued  2,500,000 Shares under the consultant stock
plan for consulting services provided by a related party valued at $25,000,  the
fair market value of shares on the date the agreement was signed.

On July 15, 2006, the Company entered into an agreement with an outside party to
provide  consulting  services over a three month period for 3,000,000  shares of
common stock under the  consultant  stock plan valued at $51,000 the fair market
value of the  shares on the date of the  agreement.  The shares  were  issued in
August 2006.

On July 20, 2006, the Company issued  2,500,000 Shares of common stock under the
consultant  stock  plan to  settle a $2,000  liability  and to pay for  services
performed  valued at $62,500 the fair market  value of the shares on the date of
the agreement.

On July 24, 2006 the Company  entered  into an agreement  with a  consultant  to
provide  services for $10,000,  which was paid through the issuance of 2,500,000
shares of common stock under the consultant stock plan.


                                       13
<PAGE>


NOTE 9.  INVENTORY AND CAPITALIZED FILM COSTS

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

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

As of September  30, 2006,  the Company  decided the  prospects of selling these
DVD's was negligible.  Management determined the value of their capitalized film
costs and inventory to be $0.


                                       14
<PAGE>


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

CAUTION ABOUT FORWARD-LOOKING STATEMENTS

The  following  discussion  should  be read in  conjunction  with the  Company's
consolidated  financial statements,  and the related notes included elsewhere in
this  Quarterly  Report on Form 10-QSB and the Annual  Report on Form 10-KSB for
the fiscal year ended December 31, 2005. Certain statements contained herein may
constitute   forward-looking  statements  within  the  meaning  of  the  Private
Securities  Litigation Reform Act of 1995. These statements  involve a number of
risks, uncertainties and other factors that could cause actual results to differ
materially, as discussed more fully herein.

The  forward-looking  information  set  forth in this  Quarterly  Report on Form
10-QSB is as of the date of the date of its filing,  and we undertake no duty to
update  this  information.  Shareholders  and  prospective  investors  can  find
information filed with the Securities and Exchange Commission, which we refer to
as the SEC,  after the date of the filing of this report at the SEC's website at
www.sec.gov.  More  information  about  potential  factors that could affect the
Company's  business and  financial  results is included in the section  entitled
"Cautionary Statements and Risk Factors."

OVERVIEW

The  Company  current  business  operations  are  focused  on  the  development,
production and  distribution of programming in the  entertainment  industry.  We
intend to continue to utilize The  Company  media and  entertainment  assets and
channels  going  forward.  However,  we are also  currently  exploring  business
opportunities in the technology and sciences area to augment The Company primary
line of  business.  To that end,  we have  engaged  and will  continue to engage
consultants  from time to time to assist us in  identifying  and  evaluating new
technology  business ventures that would be either  complimentary or additive to
the Company's existing media and entertainment  focus. We are compensating these
consultants by issuing them shares of the Company's common stock pursuant to the
Company's 2006 Consultant  Stock Plan,  which we registered with the SEC on July
6, 2006. In the future,  when we retain such  consultants we may compensate them
in cash or equity. While the 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.

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

Purpose                                                                 Amount
----------------------------------------------------------------      ----------
Growth Capital for Acquired Subsidiaries .......................      $  500,000
Additional Employees ...........................................      $  100,000


                                       15
<PAGE>


Marketing and Public Relations Campaigns .......................      $  300,000
Participation in Industry and Trade Functions ..................      $   50,000
Ongoing Operations .............................................      $  300,000
Capital needed for total amount of convertible
  notes reaching maturity (unless notes are extended) ..........      $  918,000
Capital needed for total amount of notes payable
  reaching maturity (unless notes are extended) ................      $  703,000
Capital needed to pay accounts payable and accrued
  expenses owing ...............................................      $1,243,000
                                                                      ----------

Outside   financing  will  continue  to  be  necessary  to  meet  the  Company's
anticipated working capital needs for the foreseeable future. We anticipate that
the  Company's  major  stockholders  will make capital  investments  or loans of
convertible  debt to pay the Company's  operating  expenses for the  foreseeable
future but, we cannot  assure you that they will commit to making the  necessary
capital  investments or loans.  Given the Company's current financial  position,
for the immediate  future,  we expect to operate the Company's  current lines of
business under strict budgetary  constraints in order to keep operating expenses
as low as possible until new core  businesses  are acquired.  We will attempt to
negotiate  extensions of the  Company's  debt  obligations  or negotiate for the
conversion of some or all of the Company's debt into equity,  however, we cannot
assure you that we will be successful.

OPERATING RESULTS FOR THE QUARTERS ENDED SEPTEMBER 30, 2006 AND 2005

We realized no revenue for the  quarters  ended  September  30, 2006 and 2005 as
there were no sales for these periods.

Operating  expenses  increased by $237,719 for the quarter  ended  September 30,
2006,  as compared to the quarter  ended  September  30, 2005.  This increase in
operating  expenses is due to  increased  consulting  activities  related to the
website ,additional research and marketing,  and the impairment of the Company's
inventory and capitalized film costs.

We realized an operating  loss of $259,886 for the quarter  ended  September 30,
2006 compared to an operating  loss of $22,167 for the quarter  ended  September
30, 2005. This increase in operating loss is due to increased operating expenses
from consulting  activities  related to the website and additional  research and
marketing,  and the impairment of the Company's  inventory and capitalized  film
costs.

Other  expenses  decreased  from  $48,708 to  $31,493  for the  quarters  ending
September  30, 2005 and 2006  respectively.  The  decrease is  primarily  due to
decreased loan fees for the quarter ended September 30, 2006.

The Company's net loss before  minority  interest and provision for income taxes
for the quarter ended September 30, 2006, increased from $70,875 for the quarter
ended  September 30, 2005 to $291,379 for the quarter ended  September 30, 2006.
The 311%  increase  in the  Company's  net loss  before  minority  interest  and
provision for income taxes is primarily due to increased


                                       16
<PAGE>


operating  costs for  consulting  services  relating  to the  website  and other
research and marketing activities, and the impairment of the Company's inventory
and capitalized film costs.

OPERATING RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005

We realized no revenue for the nine  months  ended  September  30, 2006 as there
were no sales  for the  period  then  ended.  This is a  minimal  decrease  from
revenues of $151 during the nine months ended September 30, 2005.

Operating expenses increased by $183,813 for the nine months ended September 30,
2006, as compared to the nine months ended  September 30, 2005. This increase in
operating  expenses  is due to an  increase  in  corporate  activity  related to
website  development,  marketing and  additional  research  activities,  and the
impairment of the Company's inventory and capitalized film costs.

We realized an operating  loss of $346,954  for the nine months ended  September
30, 2006  compared to an  operating  loss of $162,990  for the nine months ended
September  30, 2005.  This  increase in operating  loss is due to an increase in
corporate  activity  related to website  development,  marketing and  additional
research  activities,   and  the  impairment  of  the  Company's  inventory  and
capitalized film costs.

Other  expenses  decreased  from $205,600 to $187,086 for the nine months ending
September  30, 2005 and 2006  respectively.  The change is primarily  due to the
provision for common stock subscription receivable in 2006 of $91,552 being more
then offset by the decrease in loan fees paid in 2005 of $110,997.

The Company's net loss before  minority  interest and provision for income taxes
for the nine months ended  September 30, 2006,  increased  from $368,590 for the
nine months  ended  September  30, 2005 to  $534,040  for the nine months  ended
September  30, 2006.  The  increase in the  Company's  net loss before  minority
interest and provision  for income taxes is reflective of the Company's  renewed
marketing efforts, and the impairment of the Company's inventory and capitalized
film costs.

OFF-BALANCE SHEET ARRANGEMENTS

During  the  quarter  ended  September  30,  2006,  we  did  not  engage  in any
off-balance sheet arrangements as defined in Item 303(c) of the SEC's Regulation
S-B.

LIQUIDITY AND SOURCES OF CAPITAL

We  have  incurred  operating  losses.  As of  September  30,  2006,  we  had an
accumulated  deficit of  $5,003,064.  At September 30, 2006, we had $200 cash or
cash equivalents and a net working capital deficit of $2,819,755.

During the last three years, both the company and it's wholly-owned  subsidiary,
Ecast,  have been  dependent  on borrowed or invested  funds in order to finance
their  ongoing  operations.  As


                                       17
<PAGE>


of September 30, 2006,  Ecast had $620,000 in outstanding debt represented by 6%
convertible  notes while we had $297,800 in outstanding  debts represented by 6%
convertible  notes.  These notes have been issued to two of the Company's  major
stockholders, of which $917,800 is now classified as current liabilities. During
the nine months ended  September  30, 2006,  we borrowed a total of $34,143 from
the Company's President through non-interest bearing notes. We anticipate having
to continue to borrow funds or obtain  additional  equity capital to provide the
Company working capital.

The audit report of the Company's independent  registered public accounting firm
for the year ended December 31, 2005 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, 2005, raised  substantial doubt about
the Company's ability to continue as a going concern.  We require  $2,863,838 in
capital  over the next  twelve  months to pay off  accounts  payable and accrued
expenses,  and the convertible  notes and notes payable reaching maturity unless
we receive additional extensions.

Due to the Company's limited cash flow,  operating losses and intangible assets,
it is unlikely  that we could obtain  financing  through  commercial  or banking
sources.  Consequently,  we are dependent on continuous  cash infusions from the
Company's  major  stockholders  and other  outside  sources in order to fund the
Company's current  operations.  If these outside sources are unwilling or unable
to provide  necessary  working  capital to us, we would  probably not be able to
sustain the Company's  operations.  There is no written agreement or contractual
obligation,  which  would  require  the  Company's  outside  sources to fund the
Company's  operations up to a certain  amount or indeed  continue to finance the
Company's  operations  at all.  The NT Media  and Ecast  notes  are  voluntarily
convertible  when the Company's or Ecast's  securities  (as the case may be) are
trading  publicly and the  underlying  stock of the  convertible  notes has been
registered with the SEC and declared  effective.  It is mandatory that they must
be  converted or paid on the fifth year of their  anniversary  date.  Thus,  the
current convertible notes would be mandatorily converted during 2006 and 2007 in
the amounts of $168,100 and $749,700, respectively,  unless they become eligible
for conversion prior to that time, or have been extended by the parties.

As of September 30, 2006,  we are using the offices of the Company's  President,
Ali Moussavi,  at no cost, as the Company's  office,  an  arrangement,  which we
expect to continue for the next 18 months.  If adequate  funds are not otherwise
available,  management  believes that its officers and directors will contribute
capital amounts necessary to fund 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 the Company's
creditors.

CRITICAL ACCOUNTING POLICIES

Basis of Presentation


                                       18
<PAGE>


Because the Company has not generated any significant  revenue, it is considered
a  development  stage  company.   Consequently,  the  accompanying  consolidated
financial  statements have been prepared using the accounting formats prescribed
for  development  stage  enterprises  in accordance  with Statement of Financial
Accounting  Standards  (SFAS) No. 7,  "Accounting  and Reporting by  Development
Stage Enterprises." The Company's year end is December 31st.

Basis of Consolidation

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

Minority Interest

The amount of  minority  interest  represents  the net  capital of the  minority
member of SU,  including  49% of the net loss of SUD not to exceed  the  capital
contributed by the minority member.

Cash and Cash Equivalents

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

Use of Estimates

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

Inventory

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

Equipment and Depreciation

Equipment is recorded at cost. Expenditures for major additions and improvements
are capitalized and minor replacements,  maintenance, and repairs are charged to
expense as incurred.  When  equipment  is retired or otherwise  disposed of, the
cost  and  accumulated  depreciation  are  removed  from  the  accounts  and any
reselling  gain  or  loss is  included  in the  results  of  operations  for the
respective  period.  Depreciation is provided over the estimated useful lives of
the related assets using the  straight-line  method for  consolidated  financial
statements  purposes.  At  September  30, 2006,  equipment  consists of computer
equipment  with  estimated  useful  lives  of  five  years  and has  been  fully
depreciated.


                                       19
<PAGE>


Revenue Recognition

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

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

Capitalized Film Costs

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

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

Capitalized  film costs are stated at the lower of  amortized  cost or estimated
fair value on an individual film basis.  The valuation of investment in films is
reviewed on a  title-by-title  basis,  when an event or changes in circumstances
indicated that the fair value of a film is less than its  unamortized  cost. The
fair value of the film is determined using management's  future revenue and cost
estimates.  Additional  amortization  is  recorded  in the  amount  by which the
unamortized  costs  exceed the  estimated  fair value of the film.  Estimates of
future revenue involve measurement uncertainty and it is therefore possible that
reductions  in the carrying  value of  investment  in films may be required as a
consequence of changes in management's future revenue estimates. As of September
30, 2006 capitalized film costs have been fully amortized.

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

Concentrations of Credit Risk

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


                                       20
<PAGE>


Income Taxes

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

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

California law requires a minimum franchise tax of $800.

Impairment of Long-Lived Assets

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

The Company evaluates its long-lived assets by measuring the carrying amounts of
assets  against the estimated  undiscounted  future cash flows  associated  with
them.  At the time the carrying  value of such assets  exceeds the fair value of
such assets,  impairment is recognized.  During the quarter ending September 30,
2006, the Company recognized impairment of $33,791 and $24,820 on film costs and
inventory, respectively.

Stock Option Plan

The Company  accounts for its  stock-based  compensation in accordance with SFAS
No. 123R,  "Share-Based  Payment,  an Amendment of FASB  Statement No. 123." The
Company  recognizes in the statement of operations the grant- date fair value of
stock  options  and other  equity-based  compensation  issued to  employees  and
non-employees. As of September 30, 2006, the Company


                                       21
<PAGE>


does not have any  qualified or  non-qualified  stock option  plans,  nor did it
grant any stock options during the quarters ended September 30, 2006 and 2005.

Advertising Costs

Advertising and sales promotion costs are expensed as incurred.

Earnings per Common Share

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

Recently Issued Accounting Pronouncements

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

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


                                       22
<PAGE>


recognized servicing assets and servicing liabilities. This Statement:

1.       Requires  an  entity  to  recognize  a  servicing  asset  or  servicing
         liability  each time it undertakes an obligation to service a financial
         asset by entering into a servicing contract.

2.       Requires  all  separately  recognized  servicing  assets and  servicing
         liabilities to be initially measured at fair value, if practicable.

3.       Permits  an  entity  to  choose  `Amortization  method'  or Fair  value
         measurement method' for each class of separately  recognized  servicing
         assets and servicing liabilities:

4.       At  its  initial  adoption,  permits  a  one-time  reclassification  of
         available-for-sale  securities  to trading  securities by entities with
         recognized   servicing  rights,   without  calling  into  question  the
         treatment of other  available-for-sale  securities under Statement 115,
         provided that the available-for-sale  securities are identified in some
         manner as offsetting the entity's  exposure to changes in fair value of
         servicing  assets or servicing  liabilities  that a servicer  elects to
         subsequently measure at fair value.

5.       Requires  separate  presentation  of  servicing  assets  and  servicing
         liabilities  subsequently  measured at fair value in the  statement  of
         financial  position  and  additional  disclosures  for  all  separately
         recognized servicing assets and servicing liabilities.

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

In  September  2006,  FASB  issued  SFAS 157  `Fair  Value  Measurements'.  This
Statement  defines fair value,  establishes a framework for measuring fair value
in generally accepted  accounting  principles  (GAAP),  and expands  disclosures
about fair value  measurements.  This Statement  applies under other  accounting
pronouncements that require or permit fair value measurements,  the Board having
previously  concluded in those accounting  pronouncements that fair value is the
relevant measurement attribute. Accordingly, this Statement does not require any
new fair value measurements. However, for some entities, the application of this
Statement  will  change  current  practice.  This  Statement  is  effective  for
financial  statements issued for fiscal years beginning after November 15, 2007,
and interim  periods  within those fiscal  years.  The  management  is currently
evaluating the effect of this pronouncement on financial statements.
In  September  2006,  FASB issued SFAS 158  `Employers'  Accounting  for Defined
Benefit Pension and Other Postretirement  Plans--an amendment of FASB Statements
No. 87, 88, 106,  and 132(R)' This  Statement  improves  financial  reporting by
requiring an employer to recognize  the  overfunded or  underfunded  status of a
defined  benefit  postretirement  plan (other than a  multiemployer  plan) as an
asset or  liability  in its  statement  of  financial  position and to recognize
changes in that  funded  status in the year in which the changes  occur  through
comprehensive  income of a business entity or changes in unrestricted net assets
of  a  not-for-profit  organization.  This  Statement  also  improves  financial
reporting by requiring an employer to measure the funded  status of a plan as of
the  date  of  its  year-end  statement  of  financial  position,  with  limited
exceptions.  An employer with publicly  traded equity  securities is required to
initially  recognize the funded status of a defined benefit  postretirement plan
and to provide the required  disclosures as of the end of the fiscal year ending
after December 15, 2006. An employer without  publicly


                                       23
<PAGE>


traded equity securities is required to recognize the funded status of a defined
benefit  postretirement  plan and to provide the required  disclosures as of the
end of the fiscal year ending after June 15, 2007.  However, an employer without
publicly  traded  equity  securities  is  required  to  disclose  the  following
information in the notes to financial  statements for a fiscal year ending after
December  15,  2006,  but  before  June 16,  2007,  unless  it has  applied  the
recognition   provisions  of  this  Statement  in  preparing   those   financial
statements. The requirement to measure plan assets and benefit obligations as of
the date of the employer's  fiscal year-end  statement of financial  position is
effective  for fiscal years ending after  December 15, 2008.  The  management is
currently evaluating the effect of this pronouncement on financial statements.

FACTORS AFFECTING FUTURE OPERATING RESULTS

The  risks  and  uncertainties  described  below  are not  the  only  risks  and
uncertainties we face. Additional risks and uncertainties not presently known to
us or that we currently deem immaterial  also may impair the Company's  business
operations.  If  any  of the  following  risks  actually  occur,  the  Company's
business,  results of operations and financial  condition could suffer.  In that
event the trading price of the  Company's  common stock could  decline,  and the
Company's shareholders may lose all or part of their investment in the Company's
common stock. The risks discussed below also include forward-looking  statements
and the Company's actual results may differ  substantially  from those discussed
in these forward-looking statements.

THE COMPANY'S  INDEPENDENT  AUDITORS' REPORT EXPRESSES DOUBT ABOUT THE COMPANY'S
ABILITY TO CONTINUE AS A GOING CONCERN.

The Company's  independent  auditors'  report,  dated May 11, 2006,  includes an
explanatory  paragraph relating to substantial doubt as to the Company's ability
to continue as a going concern,  due to the Company's working capital deficit at
December 31, 2005. We have  experienced  operating  losses since the date of the
auditors'  report and in prior years.  The Company's  auditors report may impede
the Company's ability to raise additional  capital on terms acceptable to us. If
we are unable to obtain  financing on terms acceptable to us, or at all, we will
not be able to accomplish  any or all of the Company's  initiatives  and will be
forced to consider  steps that would  protect the Company's  assets  against the
Company's  creditors.  If we are unable to  continue  as a going  concern,  your
entire investment in us could be lost.

THE COMPANY'S FAILURE TO TIMELY PAY THE COMPANY'S INDEBTEDNESS MAY REQUIRE US TO
CONSIDER  STEPS THAT WOULD  PROTECT THE COMPANY'S  ASSETS  AGAINST THE COMPANY'S
CREDITORS.

If we  cannot  raise  additional  capital,  we will  not be able  to  repay  the
Company's debt or pursue the Company's business  strategies as scheduled,  or at
all,  and we may  cease  operations.  We  have  been  unable  to pay  all of the
Company's  creditors and certain  other  obligations  in  accordance  with their
terms. In the aggregate,  as of September 30, 2006, we have  approximately  $2.5
million  in debt  obligations,  including  interest,  owing  within  the next 12
months.   As  of  September  30,  2006,  we  have  extensions  with  respect  to
approximately  $770,000 of this debt to a date to be mutually  agreed upon by us
and each of the respective note holders.  During the nine months ended September
30, 2006, we have issued  additional  debt in the  aggregate  amount of


                                       24
<PAGE>


$34,143.  However,  we cannot  assure  you that any of these note  holders  will
continue to extend  payment of these debt  obligations  or  ultimately  agree to
revise  the terms of this debt to allow us to make  scheduled  payments  over an
extended  period of time.  We have $200 of cash on hand and we do not  expect to
generate  material  cash from  operations  within  the next 12  months.  We have
attempted to raise additional  capital through debt or equity  financings and to
date have had limited success.  The down-trend in the financial markets has made
it extremely  difficult for us to raise  additional  capital.  In addition,  the
Company's common stock trades on The Over the Counter Bulletin Board which makes
it more  difficult to raise  capital than if we were trading on the NASDAQ Stock
Market. Also, the Company's default in repaying the Company's debt restricts the
Company's ability to file registration  statements,  including those relating to
capital-raising  transactions, on Form S-3, which may make it more difficult for
us to raise  additional  capital.  If we are unable to obtain financing on terms
acceptable to us, or at all, we will not be able to accomplish any or all of the
Company's  initiatives  and will be forced to consider  steps that would protect
the Company's assets against the Company's creditors.

THE  COMPANY HAS A HISTORY OF LOSSES AND WE DO NOT  ANTICIPATE  THAT THE COMPANY
WILL BE PROFITABLE IN FISCAL 2006.

We have  incurred  losses  since  inception  and have not  generated  sufficient
revenues  to cover  the  Company's  expenses  during  2005 and  2006.  We had an
accumulated  deficit of  approximately  $5.0 million as of  September  30, 2006.
During the  fiscal  2005,  we  incurred  a net loss of  approximately  $510,000.
Achieving  profitability depends upon numerous factors,  including the Company's
ability to raise additional capital in order to produce projects,  which in turn
will generate  sales.  We do not anticipate that we will be profitable in fiscal
2006.  As a result of the losses and negative  cash flows from  operations,  the
Company's ability to continue operations will depend on the Company's ability to
generate  increased  revenues  and the  availability  of outside  financing  for
working capital.  If we are unable to generate  sufficient  revenues in the near
future to cover  the  Company's  expenses  or obtain  outside  capital  to cover
operating expenses, we may be unable to expand or maintain business operations.

IF THE COMPANY OBTAINS FINANCING, EXISTING SHAREHOLDER INTERESTS MAY BE DILUTED.

If we raise  additional  funds by issuing equity or convertible debt securities,
the  percentage  ownership of the  Company's  shareholders  will be diluted.  In
addition, any convertible securities issued may not contain a minimum conversion
price,  which may make it more difficult for us to raise financing and may cause
the  market  price of the  Company's  common  stock to  decline  because  of the
indeterminable  overhang  that is created by the  discount to market  conversion
feature.  In addition,  any new securities  could have rights,  preferences  and
privileges senior to those of the Company's common stock. Furthermore, we cannot
assure you that additional financing will be available when and to the extent we
require or that, if available, it will be on acceptable terms.

THE  COMPANY'S  RELIANCE  ON THIRD  PARTIES  FOR  DEVELOPMENT  OF THE  COMPANY'S
PRODUCTS MAY AFFECT THE COMPANY'S FUTURE PROSPECTS.


                                       25
<PAGE>


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

THE COMPANY'S  PRODUCTS MAY NOT BE  COMMERCIALLY  ACCEPTED  WHICH WILL ADVERSELY
AFFECT THE COMPANY'S REVENUES AND PROFITABILITY.

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

THE  COMPANY'S  OUTSTANDING  OPTIONS  AND  WARRANTS  MAY  DILUTE  THE  COMPANY'S
SHAREHOLDERS' INTERESTS.

As of  September  30,  2006,  we have not  granted  any  options or  warrants to
purchase shares of the Company's common stock that have not been exercised.

THE COMPETITIVE  MARKET IN WHICH THE COMPANY OPERATES MAKES IT VERY DIFFICULT TO
DEVELOP PROJECTS THAT ARE OF INTEREST TO CONSUMERS.

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

THE COMPANY'S STOCK PRICE IS VOLATILE.

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

In addition,  the trading price of the Company's common stock fluctuates  widely
and in the  future  may be  subject  to  similar  fluctuations  in  response  to
quarter-to-quarter  variations in the


                                       26
<PAGE>


Company's  operating results.  In addition,  in recent years, broad stock market
indices,  in general,  have experienced  substantial price  fluctuations.  These
broad market  fluctuations also may adversely affect the future trading price of
the Company's common stock.

THE COMPANY'S STOCK HISTORICALLY HAS BEEN THINLY TRADED. THEREFORE, SHAREHOLDERS
MAY NOT BE ABLE TO SELL THEIR SHARES FREELY.

The  volume of trading  in the  Company's  common  stock  historically  has been
relatively light and a limited market  presently exists for the shares.  We have
no analyst  coverage of the Company's  securities.  The lack of analyst  reports
about the Company's stock may make it difficult for potential  investors to make
decisions  about  whether to purchase the  Company's  stock and may make it less
likely that  investors will purchase the Company's  stock.  We cannot assure you
that  the  Company's  trading  volume  will  increase,  or  that  the  Company's
historically  light  trading  volume or any trading  volume  whatsoever  will be
sustained  in the future.  Therefore,  we cannot  assure you that the  Company's
shareholders  will be able to sell their shares of the Company's common stock at
the time or at the price that they desire, or at all.
FAILURE TO PROTECT THE COMPANY'S  INTELLECTUAL PROPERTY MAY ADVERSELY IMPACT THE
COMPANY'S FINANCIAL RESULTS.

We may acquire interests in various television or movie concepts, program pilots
and other  proprietary  rights in the  entertainment  field. If we are unable to
protect these proprietary rights, the value of such rights could be impaired and
we could lose  profit  potential.  We regard  the  Company's  trademarks,  trade
secrets and similar intellectual property as valuable to the Company's business,
and  rely  on  trademark  and  copyright  law,   trade  secret   protection  and
confidentiality and/or license agreements with the Company's employees, partners
and others to protect its proprietary rights. There can be no assurance that the
steps taken by us will be adequate to prevent  misappropriation  or infringement
of the Company's  proprietary  property.  We currently have one of the Company's
trademarks registered with the United States Patent and Trademark Office.

POTENTIAL  ANTI-TAKEOVER  TACTICS THROUGH ISSUANCE OF PREFERRED STOCK RIGHTS MAY
BE DETRIMENTAL TO COMMON SHAREHOLDERS.

We are authorized to issue up to 5,000,000  shares of preferred  stock, of which
none currently are issued and outstanding.  The issuance of preferred stock does
not require  approval by the  shareholders  of the Company's  common stock.  The
Company's  Board of Directors,  in its sole  discretion,  has the power to issue
preferred  stock in one or more  series and  establish  the  dividend  rates and
preferences,  liquidation preferences,  voting rights, redemption and conversion
terms and conditions and any other relative rights and preferences  with respect
to any series of preferred stock.  Holders of preferred stock may have the right
to receive  dividends,  certain  preferences in  liquidation  and conversion and
other rights,  any of which rights and  preferences may operate to the detriment
of the shareholders of the Company's common stock.  Further, the issuance of any
preferred  stock having rights  superior to those of the Company's  common stock
may  result  in a  decrease  in the  market  price  of  the  common  stock  and,
additionally, could be


                                       27
<PAGE>


used by the Company's Board of Directors as an  anti-takeover  measure or device
to prevent a change in the Company's control.

ITEM 3.  CONTROLS AND PROCEDURES

We carried out an evaluation,  under the supervision and with the  participation
of the Company's management,  including the Company's President, Chief Executive
Officer,  and Acting Chief Financial Officer, of the effectiveness of the design
and operation of the Company's  disclosure  controls and procedures  pursuant to
Exchange  Act Rule  13a-14 as of the end of the period  covered by this  report.
Based upon that evaluation,  the Company's  President,  Chief Executive Officer,
and Acting Chief  Financial  Officer  concluded  that the  Company's  disclosure
controls and procedures are effective to ensure the  information  required to be
disclosed by us in reports filed or submitted under the Exchange Act were timely
recorded,  processed  and  reported  within the time  periods  specified  in the
Securities and Exchange Commission rules and forms.

There have been no significant  changes in the Company's  internal controls over
financing  reporting or in other factors which occurred  during the last quarter
covered by this report,  which could materially  affect or are reasonably likely
to materially affect the Company's internal controls over financing reporting.


                                       28
<PAGE>


PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

ITEM 2.  UREGISTERED SALES OF EQUITY SECURITIES

         In June 2006, we converted  $54,000 of outstanding  debt into 7,605,633
shares of common stock for four  individuals.  We relied upon the exemption from
registration as set forth in Section 4(2) of the Securities Act for the issuance
of these shares.  The  shareholders  were  Accredited  Investors as that term is
defined  in the  Securities  Act and took the  shares  for  investment  purposes
without a view to distribution and had access to information concerning NT Media
and our  business  prospects,  as required by the  Securities  Act. In addition,
there was no general solicitation or advertising for the issuance of the shares.
The  shareholders  were  permitted  access to the Company's  management  for the
purpose of acquiring investment information.  Due to the shareholders' status as
accredited investors and their dealings with development companies generally, we
deem the shareholders sophisticated for the purposes of Section 4(2) of the Act.

         In June 2006, we issued  2,200,000 shares of the Company's common stock
to Exponential  Investments in exchange for consulting services.  We relied upon
the exemption from  registration  as set forth in Regulation S of Securities Act
for the issuance of these shares. The shareholder is not a "U.S. person" as that
term is defined  in the  Securities  Act,  and at the time of the  offering  and
issuance  of the  shares,  the  shareholder  was  located  outside of the United
States.  In addition,  the shareholder  took the shares for investment  purposes
without a view to distribution and had access to information concerning NT Media
and the Company's business prospects,  and was permitted access to the Company's
management for the purpose of acquiring investment  information,  as required by
the Securities Act.  Further,  there was no general  solicitation or advertising
for the issuance of the shares.

         In June  2006,  we  issued  800,000  shares  of our  common  stock to a
consultant  for past  services  rendered.  We  relied  upon the  exemption  from
registration as set forth in Section 4(2) of the Securities Act for the issuance
of these shares.  The  shareholder  was an  Accredited  Investor as that term is
defined  in the  Securities  Act and took the  shares  for  investment  purposes
without a view to distribution and had access to information concerning NT Media
and our  business  prospects,  as required by the  Securities  Act. In addition,
there was no general solicitation or advertising for the issuance of the shares.
The shareholder was permitted access to the Company's management for the purpose
of  acquiring  investment  information.  Due to the  shareholder's  status as an
accredited investor and its dealings with development  companies  generally,  we
deem the shareholder sophisticated for the purposes of Section 4(2) of the Act.

ITEM 3.  DEFAULTS ON INDEBTEDNESS

         None.


                                       29
<PAGE>


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

         None.

ITEM 5.  OTHER INFORMATION

         None.


                                       30
<PAGE>


ITEM 6.  EXHIBITS

                                  EXHIBIT INDEX

ITEM NUMBER     FOOTNOTE   DESCRIPTION
-----------     --------   -----------------------------------------------------
Exhibit 2.1       (1)      Stock Exchange Agreement dated April 17, 2001.

Exhibit 3.1       (2)      Certificate of Incorporation dated March 14, 2000.

Exhibit 3.2       (2)      Bylaws dated march 14, 2000.

Exhibit 3.3       (1)      Amendment to Certificate of Incorporation dated April
                           24, 2001.


Exhibit 4.1       (6)      2006 Consultant Stock Plan.

Exhibit 10.1      (3)      Executive Employment Agreement with Chris Mehringer.

Exhibit 10.2      (3)      Office Lease.

Exhibit 10.3      (5)      Operating  Agreement between NT Media Corp. of CA and
                           SU Productions, LLC dated April 9, 2004.

Exhibit 14.1      (4)      Code of Business Conduct and Ethics of Registrant.

Exhibit 31.1               Certification  of Principal  Executive  and Financial
                           Officer pursuant to Section 302 of the Sarbanes-Oxley
                           Act of 2002.

Exhibit 32.1               Certification  of Principal  Executive  and Financial
                           Officer pursuant to Section 906 of the Sarbanes-Oxley
                           Act of 2002.

(1)      Incorporated  by  reference  to exhibits  previously  filed on Form 8-K
         filed on May 1, 2001.

(2)      Incorporated by reference to exhibits  previously filed on Form SB-2 on
         June 1, 2000.

(3)      Incorporated by reference to exhibits  previously  filed on Form 10-KSB
         filed on April 9, 2002.

(4)      Incorporated by reference to exhibits  previously  filed on Form 10-KSB
         filed on April 14,  2004.  (5)  Incorporated  by  reference to exhibits
         previously filed on Form 10-KSB filed on May 20, 2005. (6) Incorporated
         by reference to exhibits  previously filed on Form S-8 filed on July 6,
         2006.


                                       31
<PAGE>


                                   SIGNATURES

In accordance with the requirements of the Securities  Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


Dated:  November 15, 2006                   NT MEDIA CORP. OF
                                            CALIFORNIA, INC.

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


                                       32