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, 2004

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

                         Commission File Number 0-31012



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




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


    5670 Wilshire Blvd., Suite 1400                      90069
         Los Angeles, California
 ----------------------------------------     ----------------------------
 (Address of Principal Executive Offices)              Zip Code


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


Common stock, no par value,  38,139,416 issued and outstanding as of November 1,
2004.
















                                       i
<PAGE>
                                      INDEX

                                                                          Page

PART I - FINANCIAL INFORMATION..............................................1

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

   ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF  OPERATIONS.....10

   ITEM 3. CONTROLS AND PROCEDURES.........................................17

PART II - OTHER INFORMATION................................................18

   ITEM 2. CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER  PURCHASES OF
           EQUITY SECURITIES...............................................18

   ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K................................18







































                                       ii
<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).....................................2

Consolidated Statements of Operations (unaudited)..........................3

Consolidated Statements of Cash Flows (unaudited)..........................5

Notes to Unaudited Consolidated Financial Statements.......................7






































                                       1
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                               SEPTEMBER 30, 2004

                                     ASSETS

CURRENT ASSETS:
  Cash                                                              $     1,970
  Film costs                                                            178,008
  Prepaid expenses                                                      175,589
  Due from related party                                                 12,717
  Interest receivable, related party                                     15,109
                                                                    -----------
     Total current assets                                               383,393
                                                                    -----------
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $15,386        1,398

OTHER ASSETS                                                              2,200
                                                                    -----------
           Total Assets                                             $   386,991
                                                                    ===========
                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                                                  $   149,954
  Accrued liabilities                                                    41,275
  Accrued liabilities to related party                                  295,585
  Notes payable                                                         615,000
  Notes payable to related party                                         33,651
  Current portion of convertible notes payable, related party           250,000
  Accrued litigation settlement                                         100,000
                                                                    -----------
     Total current liabilities                                        1,485,465
                                                                    -----------
CONVERTIBLE NOTES PAYABLE, RELATED PARTY                                667,800
ACCRUED INTEREST, long term                                             135,947
                                                                    -----------
     Total liabilities                                                2,289,212
                                                                    -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock, $.001 par value, 5,000,000 shares
     authorized, -0- issued and outstanding                                   -
  Common stock: $.001 par value, 100,000,000 shares
     authorized , 38,139,416 shares issued and outstanding               38,139
  Common stock subscribed, 719,996 shares                               (69,482)
  Additional paid-in-capital                                          1,779,544
  Deficit accumulated during the development stage                   (3,650,422)
                                                                    -----------
     Total stockholders' (deficit)                                   (1,902,221)
                                                                    -----------
       Total liabilities and stockholders' equity (deficit)         $   386,991
                                                                    ===========


                                        2
           See accompanying notes to consolidated financial statements
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                        THREE MONTHS ENDED
                                                           SEPTEMBER 30,
                                                       2004           2003
                                                   -----------   ------------
REVENUE:                                           $         -   $          -
                                                   -----------   ------------
COSTS and EXPENSES:
  General and administrative                           165,043         91,089
  Depreciation and amortization                            839            839
                                                   -----------   ------------
  Total costs and expenses                             165,882         91,928
                                                   -----------   ------------
OPERATING (LOSS)                                      (165,882)       (91,928)
OTHER INCOME (EXPENSE):
  Interest income, related party                         1,042          1,500
  Interest expense                                     (18,903)          (795)
  Interest expense, related party                      (14,115)       (14,116)
  Loan fees                                           (392,952)        (3,000)
                                                   -----------   ------------
  Net other income (expense)                          (424,928)       (16,411)

                                                   -----------   ------------
                                                             -
NET (LOSS)                                         $  (590,810)  $   (108,339)
                                                   ===========   ============
Income (loss) per common share- basic and diluted  $     (0.02)  $      (0.00)
                                                   ===========   ============
Weighted average number of common shares
        outstanding:                                38,130,612     35,975,576
                                                   ===========   ============





















                                        3
           See accompanying notes to consolidated financial statements
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             (UNAUDITED) (Continued)
                                                                 FROM INCEPTION
                                                                 (JUNE 4, 1999)
                                             NINE MONTHS ENDED         TO
                                               SEPTEMBER 30,      SEPTEMBER 30,
                                             2004         2003         2004
                                         -----------  -----------  -----------
REVENUE:                                 $    60,000  $   155,000  $   383,589
                                         -----------  -----------  -----------
COSTS and EXPENSES:

General and administrative                   648,816      221,859    3,370,716
Depreciation and amortization                  2,518        2,517      130,120
Impairment of film costs                      11,500            -       11,500
Loss on litigation settlement                      -            -      100,000
                                         -----------  -----------  -----------
   Total costs and expenses                  662,834      224,376    3,612,336
                                         -----------  -----------  -----------
       OPERATING (LOSS)                     (602,834)     (69,376)  (3,228,747)

OTHER INCOME (EXPENSE):
  Interest income, related party               3,126        3,847       15,860
  Interest expense                           (26,935)      (1,245)     (36,187)
  Interest expense, related party            (42,894)     (42,571)    (219,606)
  Loan fees                                 (470,833)      (3,000)    (475,833)
  Debt forgiven                                    -            -      290,595
  Legal fees forgiven                              -            -       12,296
                                         -----------  -----------  -----------
       Net other income (expense)           (537,536)     (42,969)    (412,875)
                                         -----------  -----------  -----------
INCOME (LOSS) BEFORE TAXES                (1,140,370)    (112,345)  (3,641,622)

PROVISION FOR INCOME TAXES                         -            -       (8,800)
                                         -----------  -----------  -----------
NET (LOSS)                               $(1,140,370) $  (112,345) $(3,650,422)
                                         ===========  ===========  ===========
Income (loss) per common share-
  basic and diluted                      $     (0.03) $     (0.00)
                                         ===========  ===========
Weighted average number of common
  shares outstanding:                     37,501,472   32,455,573
                                         ===========  ===========











                                        4
           See accompanying notes to consolidated financial statements
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                                  FROM INCEPTION
                                                                  (JUNE 4, 1999)
                                             NINE MONTHS ENDED         TO
                                               SEPTEMBER 30,       SEPTEMBER 30,
                                             2004         2003         2004
                                         -----------  -----------  -----------
CASH FLOWS FROM (TO)OPERATING ACTIVITIES:
  Net loss                               $(1,140,370) $  (112,345) $(3,650,422)
  Adjustments to reconcile net loss
     to net cash used in operations:
  Stock issued for services                  188,500       25,000      213,500
  Stock issued for loan fees                 423,000            -      423,000
  Options issued for services                 40,870            -       60,370
  Depreciation and amortization                2,518        2,517      130,120
  Impairment loss                                  -            -      180,328
  Impairment of film costs                    11,500            -       11,500
  Operating expenses paid by reducing
     note receivable                               -            -       10,000
  Legal fees forgiven                              -            -      (12,296)
  Debts forgiven                                   -            -     (290,596)
  Changes in operating assets and
     liabilities:
    Accounts receivable                            -      (23,000)           -
    Advances to officer                            -      (29,000)           -
    Interest receivable                       (2,626)      (3,597)     (15,109)
    Prepaid expenses                        (175,589)           -     (175,589)
    Other assets                              (2,000)           -       (2,200)
    Deferred revenue                                      (30,000)           -
    Litigation settlement                          -            -      100,000
    Accounts payable and accrued expenses     81,462       25,130      420,173
    Accrued expenses, related party          156,330       37,926      420,575
                                         -----------  -----------  -----------
      Net cash (used in) operating
             activities                    (416,405)     (107,369)  (2,176,645)
                                         ----------   -----------  -----------
CASH FLOWS FROM (TO)INVESTING ACTIVITIES:
  Notes receivable from officers                  -             -      (45,048)
  Proceeds from notes receivable
     from officers                                -             -       35,048
  Notes receivable, related parties               -       (50,000)     (50,000)
  Proceeds from notes receivable,
     related parties                              -        50,000       50,000
  Investment in property and equipment            -             -      (18,879)
  Investment in film costs                 (165,508)            -     (189,508)
  Investment in web site development costs        -             -     (292,968)
                                         ----------   -----------  -----------
      Net cash (used in) investing
             activities                    (165,508)            -     (511,355)
                                         ----------   -----------  -----------



                                        5
           See accompanying notes to consolidated financial statements
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (UNAUDITED) (Continued)
                                                                  FROM INCEPTION
                                                                  (JUNE 4, 1999)
                                             NINE MONTHS ENDED         TO
                                               SEPTEMBER 30,       SEPTEMBER 30,
                                             2004         2003         2004
                                         -----------  -----------  -----------
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
  Proceeds from issuance of common stock     24,223        92,453    1,102,630
  Payment of offering costs                  (2,823)       (9,222)     (51,299)
  Proceeds from note payable                570,000        45,000      615,000
  Proceeds from note payable,related party   36,500        39,037      212,842
  Payment of note payable, related party    (53,413)      (55,365)    (107,003)
  Proceeds from issuance of convertible notes     -             -      917,800
                                         ----------   -----------  -----------
      Net cash provided by financing
             activities                     574,487       111,903    2,689,970
                                         ----------   -----------  -----------
                                                                             -
          NET INCREASE (DECREASE) IN CASH    (7,426)        4,534        1,970

          CASH, BEGINNING OF PERIOD           9,396         5,084            -
                                         ----------   -----------  -----------
                                                                             -
          CASH, END OF PERIOD            $    1,970   $     9,618  $     1,970
                                         ==========   ===========  ===========



























                                        6
           See accompanying notes to consolidated financial statements
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

NOTE 1.  BASIS OF PRESENTATION

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America for interim  financial  information and with the instructions to Form
10-QSB and Item 310 of Regulation S-B.  Accordingly,  they do not include all of
the  information  and  footnotes  required  by  generally  accepted   accounting
principles  for  complete  financial  statements.   The  accompanying  unaudited
consolidated  financial  statements reflect all adjustments that, in the opinion
of management, are considered necessary for a fair presentation of the financial
position,  results of operations,  and cash flows for the periods presented. The
results of  operations  for such periods are not  necessarily  indicative of the
results  expected  for  the  full  fiscal  year or for any  future  period.  The
accompanying  unaudited  consolidated  financial  statements  should  be read in
conjunction with the audited consolidated financial statements of NT Media Corp.
of California,  Inc. and  Subsidiary  included in the Form 10-KSB for the fiscal
year ended December 31, 2003.

NOTE 2.  NOTES PAYABLE

On March 22, 2004, the Company obtained a note payable in the amount of $100,000
with interest at the rate of 10% per year.  The note is due on March 22, 2005 or
upon the Company raising  additional funds of $100,000,  whichever occurs first.
In  connection  with this loan,  the Company paid loan fees of $10,000 to Astor.
The loan fee was recorded as a prepaid  expense and will be  amortized  over the
one-year term of the loan.

On April 29, 2004, the Company obtained a note payable in the amount of $100,000
with interest at the rate of 12% per year.  The note was due on July 29, 2004 or
upon the Company raising  additional funds of $100,000,  whichever occurs first,
and has been  extended by mutual  consent.  In  connection  with this loan,  the
Company  paid loan fees of 300,000  shares of its common stock to the lender and
$10,000 to Astor. The shares were valued at the market price of the common stock
on April 29, 2004 of $0.12 per share, for a total of $36,000. The loan fees were
recorded as a prepaid expense and were amortized over the term of the loan.

On June 17, 2004, the Company  obtained a note payable in the amount of $120,000
with  interest at the rate of 12% per year.  The note was due on August 28, 2004
or upon the Company  raising  additional  funds of  $100,000,  whichever  occurs
first,  and was extended by mutual  consent.  In connection  with this loan, the
Company  paid loan fees of 300,000  shares of its common stock to the lender and
$12,000 to Astor. The shares were valued at the market price of the common stock
on June 17, 2004 of $0.84 per share, for a total of $252,000. The loan fees were
recorded as a prepaid expense and were amortized over the term of the loan.

On June 30, 2004, the Company  obtained a note payable in the amount of $200,000
with  interest at the rate of 10% per year.  The note was due on  September  17,
2004 or upon the Company raising additional funds of $100,000,  whichever occurs
first,  and has been extended by mutual  consent.  In connection with this loan,
the Company  paid loan fees of 150,000  shares of its common stock to the lender
and $20,000 to Astor.  The shares were valued at the market  price of the common


                                       7
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

stock on June 30,  2004 of $0.90 per share,  for a total of  $135,000.  The loan
fees were recorded as a prepaid  expense and were amortized over the term of the
loan.

On July 22, 2004,  the Company  obtained a note payable in the amount of $50,000
with  interest at the rate of 10% per year.  The note is due on July 22, 2005 or
upon the Company raising additional funds of $50,000, whichever occurs first. In
connection  with  this  loan,  the  Company  paid  loan  fees of $5,000 to Astor
Capital, Inc. ("Astor"), a related party entity which owns approximately 6.3% of
the  Company's  outstanding  common  stock and in which a director has an equity
interest.  The loan fee was recorded as a prepaid  expense and will be amortized
over the one-year term of the loan.

NOTE 3.  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 antidilutive.

NOTE 4.  RELATED PARTY TRANSACTIONS

On February 26, 2004, the Company  borrowed $30,000 from the President and Chief
Executive Officer of Universal  Detection  Technology.  This President and Chief
Executive  Officer is an affiliate of the  Company's  Secretary / Director.  The
note  payable  bears  interest at a rate of 5% per year and was due May 26, 2004
but was  extended by mutual  consent.  During the three  months  ended March 31,
2004, the notes payable totaling $50,000 to Universal Detection  Technology were
paid in full.

On January 28 and  February  4, 2004,  the Company  borrowed  $2,000 and $4,000,
respectively from Astor The notes bear interest at 0% and are due on demand. The
notes may be extended by mutual consent.

On October 1, 2002,  the  Company  engaged  Astor as its  investment  banker and
advisory  services  consultant.  During June 2003,  the agreement with Astor was
amended and extended through June 2004 and was automatically renewed thereafter.
The current agreement calls for monthly payments of $25,000 to Astor in addition
to payments of 10% of all debt and equity raised.




                                       8
<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

NOTE 5.  STOCKHOLDERS' EQUITY

On July 2, 2004,  the Company  entered into a consulting  agreement for investor
relations  and investor  communications  in the Middle East and in particular in
the  Persian  Gulf  region.  The  term of the  agreement  is for one  year.  The
consultant has received 200,000 shares of the Company's common stock,  valued at
$180,000,  the fair market  value of the shares on July 2, 2004,  as payment for
services.  The shares have been recorded as prepaid  consulting fees and will be
amortized over the one-year term of the consulting agreement and are forfeitable
to the extent the agreement is terminated early.

On August 10,  2004,  the Company  entered  into an  agreement  for advisory and
consulting  services in  connection  with its  general  business  and  corporate
affairs  matters.  The  agreement  will  terminate  on  December  31,  2004.  As
compensation,  the  consultant  received  10,000 shares of the Company's  common
stock, valued at $8,500, the fair market value of the shares on August 10, 2004.
The  consultant  was also  granted an option to  purchase  50,000  shares of the
Company's  common  stock at prices  ranging  from $1.00 to $2.00 per share.  The
option was valued at  $40,870,  the fair market  value  using the  Black-Scholes
model for American options.  Significant  assumptions were a volatility of 250%,
risk free interest  rate of 2.89% and expected  life of three years.  The shares
and  warrants  have  been  recorded  as  prepaid  consulting  fees and are being
amortized over the term of the consulting agreement.

During the three months ended March 31, 2004, the Company sold 356,666 shares of
common  stock for  $12,774.  The Company  paid a $1,278  placement  fee to Astor
Capital,  Inc.,  a company  managed and owned 50% by the  Company's  Secretary /
Director.

During the three months ended June 30, 2004,  the Company sold 75,000  shares of
common stock for proceeds of $11,450. The Company paid a $1,145 placement fee to
Astor Capital,  Inc., a company managed and owned 50% by the Company's Secretary
/ Director.  The Company  paid other  placement  fees of $1,145 to an  unrelated
entity.



















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

Caution About Forward-Looking Statements

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

Plan of Operation for the Next Twelve Months

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

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

NT Media intends to continue its growth strategy of acquisitions by:

   o leveraging   resources,   including   relationships,   capabilities,    and
     entertainment properties, across subsidiaries to create and  exploit  sales
     and production opportunities;

   o providing capital to exploit growth opportunities;

   o pursuing subsequent strategic acquisitions; and

   o providing   professional   managerial   infrastructure,   in particular the
     financial reporting processes, formal business development initiatives, and
     macro-level  strategic  planning  to  enhance  the  effectiveness  of   the
     operating units.


                                       10
<PAGE>
Over the next twelve-month period, the Company anticipates needing the following
operating capital amounts:

       Purpose                                                   Amount
       -------                                                   ------
       Growth Capital for Acquired Subsidiaries                  $   300,000
       Additional Employees                                      $   100,000
       Marketing and Public Relations Campaigns                  $   600,000
       Participation in Industry and Trade Functions             $    50,000
       Ongoing Operations                                        $   500,000

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

Results of Operation

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


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

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

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




                                       11

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

Operating Results for the Quarters Ended September 30, 2004 and 2003

The Company  realized no revenue for the  quarter  ended  September  30, 2004 or
September 30, 2003.

Operating  expenses  increased  from  $91,928  in the third  quarter  of 2003 to
$165,882  in the  third  quarter  of 2004.  This  substantial  increase  was due
primarily to: (i) increased  investor  relations and public  relations costs and
(ii) increased professional fees.

The  Company  realized an  operating  loss of  $165,882  for the  quarter  ended
September 30, 2004 compared to an operating  loss of $91,928 in the same quarter
of 2003.  This operating loss for the quarter ended  September 30, 2004 reflects
the lack of revenues and the substantial increase in operating expenses incurred
during the third quarter of 2004.

Other expenses increased from $16,411 in the quarter ended September 30, 2003 to
$424,928 in the same quarter of 2004 . Interest  income  remained  substantially
unchanged  while  interest  expense  increased from $795 in the third quarter of
2003 to $18,903  for the  quarter  ended  September  30,  2004 due to  increased
borrowing  by the  Company.  The  Company  also  incurred  loan fees of $392,952
including cash paid and stock based  compensation given during the third quarter
of 2004, also due to increased borrowing during the quarter. Loan fees of $3,000
were paid in the quarter ended September 30, 2003.

The  Company's   total  net  loss  for  the  third  quarter  of  2004  increased
substantially  from a net loss of $108,339 in the quarter  ended  September  30,
2003 to a total net loss of $590,810 in the quarter  ended  September  30, 2004.
The net loss in the third  quarter of 2004  reflected  not only the  increase in
general  and  administrative  expenses  and loan  fees  but also the  continuing
absence of revenues during the third quarter of 2004.

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

Operating Results for the Nine Months Ended September 30, 2004 and 2003

The Company realized $60,000 of revenue for the nine months ended September 2004
which represents a substantial decrease compared to revenues of $155,000 for the
same period of 2003.  This decrease was due primarily to the absence of revenues
in the first and third quarters and reduced revenue generated through consulting
fees (with respect to business  development and strategy  consulting) and to the
reduced revenues from Ecast's discontinued lines of business.



                                       12
<PAGE>
Operating  expenses  increased from $224,376 in the first nine months of 2003 to
$662,834 in the first nine months of 2004.  This  substantial  increase  was due
primarily to: (i)  professional  fees,  and costs relating to preparation of the
Company's  SEC reports,  (ii)  additional  fees  incurred in the second  quarter
related to the Company's 2004 Equity Incentive Plan and (iii) increased investor
relations and public relations expenses.

The Company  realized an  operating  loss of $602,834  for the nine months ended
September 30, 2004  compared to an operating  loss of $69,376 in the same period
of 2003.  This  operating  loss for the nine  months  ended  September  30, 2004
reflects  the  decrease in revenues  and the  significant  increase in operating
expenses incurred during the first nine months of 2004.

Other  expenses  increased  from $42,969 in the nine months ended  September 30,
2003  to  $537,536  in  the  same  period  of  2004.  Interest  income  remained
substantially unchanged while interest expense increased to $69,829 for the nine
months ended  September  30, 2004 compared to $43,816  incurred  during the same
period of 2003.  This  increase  was due to the  Company's  increased  borrowing
during  2004.  Loan fees of $470,833  were  incurred in the first nine months of
2004 while  $3,000 of such fees were paid in the same  period in 2003 due to the
increased cost of obtaining loan funds.

The  Company's  total  net loss for the  first  nine  months  of 2004  increased
substantially  from  $112,345 in the nine months ended  September  30, 2003 to a
total net loss of  $1,140,370 in the nine months ended  September 30, 2004.  The
larger net loss in the first nine months of 2004 reflected not only the increase
in general and administrative  expenses,  regulatory  compliance costs,  product
development and marketing costs and loan fees but also the reduction in revenues
during the first nine months of 2004.

Off-Balance Sheet Arrangements
------------------------------
During the quarter ended  September 30, 2004,  the Company 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

The Company has incurred significant  operating losses for the last three fiscal
years and, as of September 30, 2004, the Company had an  accumulated  deficit of
$3,650,422.  At  September  30,  2004 the  Company  had  $1,970  of cash or cash
equivalents and a net working capital deficit of $1,102,072.

During the last three years,  both the Company and its wholly-owned  subsidiary,
Ecast,  have been  dependent  on borrowed or invested  funds in order to finance
their  ongoing  operations.  As of  September  30,  2004,  Ecast had $620,000 in
outstanding debt represented by 6% convertible notes while NT Media had $297,800
in outstanding  debts  represented by 6% convertible  notes. Such notes had been
issued to two of the Company's major  stockholders.  $250,000 of these two loans
is now classified as current liabilities. During the nine months ended September
30, 2004, the Company  borrowed a total of $606,500 at interest rates of 5%, 10%
and 12% per year.  The Company has also issued stock in payment for services and
$423,000  for loan fees.  The Company  anticipates  having to continue to borrow
funds or obtain  additional  equity  capital to provide  working  capital to the
Company.


                                       13
<PAGE>
During the quarter  ended  September  30, 2004 the Company  raised the following
capital from outside sources:

     1.  The  Company  borrowed  $50,000  from an  unrelated  third party and in
         conjunction  with this loan,  the Company paid loan fees of $5,000 to a
         related party entity in which a company director has an equity interest


The audit  report  of NT  Media's  independent  accountants  for the year  ended
December 31, 2003 includes a "going concern"  explanation.  In the  accountant's
opinion, the Company's limited operating history and the accumulated net deficit
as of December 31, 2003, raised  substantial doubt about its ability to continue
as a going concern.

Due to the Company's limited cash flow,  operating losses and intangible assets,
it is unlikely that the Company  could obtain  financing  through  commercial or
banking  sources.  Consequently,  the Company is  dependent on  continuous  cash
infusions from its major stockholders and other outside sources in order to fund
its current  operations.  If these outside  sources were  unwilling or unable to
provide necessary working capital to the Company, the Company would probably not
be able to sustain its operations.  There is no written agreement or contractual
obligation  which would  require the Company's  outside  sources to fund Company
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 2005,  2006 and 2007 unless they become
eligible for conversion prior to that time.

As of September 30, 2004, NT Media's principal commitments include an obligation
under a  month-to-month  lease of $500 per  month  for the  Company's  corporate
offices. If adequate funds are not otherwise available, management believes that
its officers and directors will contribute capital amounts necessary to fund the
Company's ongoing expenses.

Factors Affecting Future Operating Results

The Company has incurred losses since inception and has not generated sufficient
revenues to cover its expenses during 2003 and the first nine months of 2004. As
a result of the losses and negative  cash flows from  operations,  the Company's
ability to continue  operations will depend on its ability to generate increased
revenues and the availability of outside  financing for working capital.  If the
Company is unable to  generate  sufficient  revenues in the near future to cover
its expenses or obtain outside  capital to cover operating  expenses,  it may be
unable to expand or maintain business operations.

If the  Company is unable to execute  acquisitions,  it may be unable to achieve
revenue growth  particularly in light of the Company's  curtailment of its Ecast
business.  Additionally,  if the Company is unable to establish and maintain its
network of professional relationships,  it may be unable to identify acquisition
targets and may be unable to attract  financing  and  business  to any  acquired
companies that would operate as  subsidiaries of the Company.  As a result,  the



                                       14
<PAGE>
Company  may be unable to  achieve  significant  revenue,  or in the event it is
successful in making  acquisitions,  revenues of the acquired companies could be
reduced.  There can be no assurance  that the Company will  identify  sufficient
acquisition   opportunities,   be  able  to  close  acquisitions  on  acceptable
commercial terms, or be able to create and/or maintain a demand for the products
and/or services of any acquired  companies,  in the event any acquisitions  take
place.

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

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

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

At September 30, 2004, the Company had loans of  approximately  $1,566,451  owed
primarily to two  stockholders of the Company and bearing  interest at 5% to 12%
per annum.  The  interest  represented  by these loans is  accruing  and will be
payable upon the  expiration of the loans.  If the Company were unable to obtain
sufficient  cash to repay  these  loans  when  due or was  unable  to  negotiate
alternative terms with such loan holder, the Company would be in default on such
loans.  Any such default would give rise to legal  remedies  against NT Media or
its  subsidiary.  $917,800 of the Company's loans are represented by convertible
notes.  These notes bear interest at 6% per annum which has  accrued to $199,827
as of  September  30,  2004.  These  notes can be  converted  into shares of the
Company's  common stock at a conversion price equal to the average bid price per
share prevailing at the time of conversion. The notes cannot be converted unless
and until:  (i) the  Company's  shares are trading  publicly and (ii) the shares
underlying the notes have been registered for resale under the Securities Act of
1933.  These  notes  have a term of five  years at which  time  the  notes  will
automatically  convert into shares of common stock.  When and if these creditors
were to convert  all or  substantially  all of these  notes  into the  Company's
common stock, such a conversion would have a significant dilutive affect.






                                       15
<PAGE>
The  Company  operates in a rapidly  changing  and  growing  industry,  which is
characterized  by  vigorous  competition  from both  established  companies  and
start-up  companies.   The  market  for  the  Company's  services  is  extremely
competitive both as to price and opportunities.

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

Critical Accounting Policies

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

In 2001,  the  Company  adopted  the  fair  value  based  method  of  accounting
prescribed in Financial  Accounting  Standards Board ("FASB") Statement No. 123,
"Accounting for Stock-Based Compensation," for its employee stock option plans.

In 2002, the Company adopted SFAS No. 145, "Rescission of FASB Statements No. 4,
44 and 64, Amendment of FASB Statement No. 13 and Technical  Corrections"  which
requires gains and losses from  extinguishment of debt to be reported as part of
recurring operations.

In 2002,  the Company  adopted  SFAS No. 146,  "Accounting  for Exit or Disposal
Activities"  which  addresses  significant  issues  regarding  the  recognition,
measurement  and reporting of costs that are  associated  with exit and disposal
activities.














                                       16
<PAGE>
ITEM 3.  CONTROLS AND PROCEDURES

The  Company  carried  out an  evaluation,  under the  supervision  and with the
participation of the Company's management, including the Company's President and
Chief Executive Officer along with the Company's 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 and
Chief  Executive  Officer  along  with the  Company's  Chief  Financial  Officer
concluded that the Company's disclosure controls and procedures are effective to
ensure the information  required to be disclosed by the Company 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.






































                                       17
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASES
         OF EQUITY SECURITIES

Sales of Unregistered Securities During the Quarter

On July 2, 2004,  the Company  issued  200,000  shares of its common  stock to a
consultant   in  exchange  for   services   providing   investor   relation  and
communications  primarily  in  the  Middle  East.  The  shares  are  subject  to
forfeiture if the consulting  agreement is terminated prior to the expiration of
its one year term. The consultant  resides  outside the United States and is not
deemed to be a "U.S.  person" as that term is defined  under  Regulation  S. The
consultant  represented  that he was acquiring  such shares for his own account.
Both the offer and the sale of the shares were made  outside  the United  States
and are  deemed to be  "offshore  transactions"  as that term is  defined  under
Regulation S. The share  certificate will contain a legend  indicating that such
shares can only be transferred  in compliance  with the provisions of Regulation
S. In light of the foregoing,  such issuance was deemed exempt from registration
pursuant  to  Regulation  S of the under the  Securities  Act of 1933 (the "1933
Act").  The shares are deemed to be  "restricted  securities" as defined in Rule
144 under  the 1933 Act and the  certificate(s)  evidencing  the  shares  bear a
legend stating the restrictions on resale.

On July 22,  2004,  the  Company  issued  a  short-term  promissory  note in the
principal  amount of  $50,000  with an  unaffiliated  foreign  entity  domiciled
outside the United  States.  The note is due on July 22, 2005 and bears interest
at the rate of 10% per year. The lender  represented that it was purchasing such
note for its own  account.  Both the  offer  and the sale of the note  were made
outside the United States and are deemed to be "offshore  transactions"  as that
term is defined under  Regulation S. The  promissory  note will contain a legend
indicating  that such security can only be  transferred  in compliance  with the
provisions  of  Regulation  S. In light of the  foregoing,  such sale was deemed
exempt from registration pursuant to Regulation S of the 1933 Act.

On August 10, 2004,  the Company issued 10,000 shares of common stock in payment
for operational consulting.  The issuance of stock was made in reliance upon the
exemption  from  registration  set  forth in  Section  4(2) of the 1933 Act as a
transaction  not involving a public  offering and made to one  consultant of the
Company. The shares are deemed to be "restricted  securities" as defined in Rule
144 under  the 1933 Act and the share  certificate  bears a legend  stating  the
restrictions on resale.

Prior issuances of the Company's  common stock or promissory notes during fiscal
years 2002 and 2003 and  during the first six months of 2004 have been  reported
in the Company's prior Form 10-QSB's and Form 10-KSB for the year ended December
31, 2003.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    (a) Exhibits:

        31.1. Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley
              Act of  2002.



                                       18
<PAGE>
        31.2. Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley
              Act of  2002.

        32.   Certification  by  CEO  and  CFO  pursuant  to  Section 906 of the
              Sarbanes- Oxley Act of 2002

    (b) Reports on Form 8-K:

        None
















































                                       19
<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 22, 2004          NT MEDIA CORP. OF
                                   CALIFORNIA, INC.


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










































                                       20