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 JUNE 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)


         8899 Beverly Blvd, Suite 624                        90049
           Los Angeles, California
  -----------------------------------------     ------------------------------
  (Address of Principal Executive Offices)                 Zip Code


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


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

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


Common stock,  $0.001 par value,  38,129,416 shares issued and outstanding as of
August 20, 2004.

Transitional Small Business Disclosure Format:         Yes    No  X
                                                          ---    ---




                                       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.......11

  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.................................19






































                                       ii
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


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


Consolidated Balance Sheet as of June 30, 2004 (Unaudited)                2

Consolidated Statements of Operations for the three months
   ended June 30, 2004 and 2003 (Unaudited)                               4

Consolidated Statements of Operations for the six months
   ended June 30, 2004 and 2003 (Unaudited)                               5

Consolidated Statements of Cash Flows for the six months
   ended June 30, 2004 and 2003 (Unaudited)                               6

Notes to Unaudited Consolidated Financial Statements                      8



































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

                                     ASSETS

CURRENT ASSETS:


  Cash                                                      $          1,418
  Accounts Receivable                                                 60,000
  Prepaid Expenses                                                   398,919
  Film costs                                                         143,500
  Interest receivable, related party                                  14,067
                                                            ----------------
      Total current assets                                           617,904

PROPERTY AND EQUIPMENT, net of accumulated
     depreciation of $9,797                                            1,987
DOMAIN NAME, net of accumulated amortization
     of $4,750                                                           250
OTHER ASSETS                                                           2,200
                                                            ----------------
                       TOTAL ASSETS                         $        622,341
                                                            ================

























                                        2

      See accompanying notes to unaudited consolidated financial statements



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


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:

  Accounts payable                                          $        155,469
  Accrued liabilities                                                 23,784
  Accrued liabilities payable to related party                       214,197
  Notes payable                                                      565,000
  Notes payable to related party                                      35,600
  Convertible note payable, related party                            142,000
  Accrued litigation settlement                                      100,000
                                                            ----------------
      Total current liabilities                                    1,236,050
                                                            ----------------
CONVERTIBLE NOTES PAYABLE, RELATED PARTY, net of
     Current portion                                                 775,800
ACCRUED INTEREST, long term                                          151,270
                                                            ----------------
      Total liabilities                                            2,163,120
                                                            ----------------


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 , 37,929,416 shares issued and outstanding             37,929

Common stock subscribed, 719,996 shares                             (69,482)

Additional paid-in-capital                                        1,550,384

Deficit accumulated during the development stage                 (3,059,610)
                                                            ---------------
     Total stockholders' equity (deficit)                        (1,540,779)
                                                            ---------------
      Total liabilities and stockholders' equity (deficit)  $       622,341
                                                            ===============


                                       3

      See accompanying notes to unaudited consolidated financial statements

<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                       THREE MONTHS ENDED
                                            JUNE 30,
                                  -----------------------------
                                       2004            2003
                                  -------------- --------------
REVENUE:                          $      60,000  $       75,000
                                  -------------  --------------
COSTS and EXPENSES:

General and administrative              371,448          58,389
Depreciation and amortization               839             839
Impairment of film costs                 11,500             ---
Loss on litigation settlement               ---             ---
                                  -------------  --------------
  Total costs and expenses              383,787          59,228
                                  -------------  --------------
      OPERATING INCOME (LOSS)          (323,787)         15,772

OTHER INCOME (EXPENSE):
  Interest income, related party          1,042           1,193
  Interest expense                       (6,394)           (450)
  Interest expense, related party       (14,148)        (12,210)
  Loan fees                             (77,881)            ---
  Debt forgiven                             ---             ---
  Legal fees forgiven                       ---             ---
                                  -------------  --------------
      Net Other Income (Expense)        (97,381)        (11,467)
                                  -------------  --------------
INCOME(LOSS) BEFORE INCOME TAXES       (421,168)          4,305

INCOME TAX EXPENSE                          ---             ---
                                  -------------  --------------
  NET INCOME (LOSS)               $    (421,168) $        4,305
                                  =============  ==============
Income (loss) per common share -
basic and diluted                 $       (0.01) $        **

                                  =============  ==============
Weighted average number of common
shares outstanding:                  37,395,735      30,000,000
                                  =============  ==============



** less than $0.001




                                       4

      See accompanying notes to unaudited consolidated financial statements

<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



                                                                   INCEPTION
                                        SIX MONTHS ENDED     (JUNE 4, 1999) TO
                                             JUNE 30,               JUNE 30,
                                  -----------------------------  -------------
                                       2004            2003           2004
                                  -------------- --------------  -------------
REVENUE:                          $      60,000  $      155,000  $     383,589
                                  -------------  --------------  -------------
COSTS and EXPENSES:

General and administrative              483,773         130,770      3,205,671
Depreciation and amortization             1,679           1,678        129,281
Impairment of film costs                 11,500             ---         11,500
Loss on litigation settlement               ---             ---        100,000
                                  -------------  --------------  -------------
  Total costs and expenses              496,952         132,448      3,446,452
                                  -------------  --------------  -------------
      OPERATING INCOME (LOSS)          (436,952)         22,552     (3,062,863)

OTHER INCOME (EXPENSE):
  Interest income, related party          2,084           2,347         14,818
  Interest expense                       (8,032)           (450)       (17,284)
  Interest expense, related party       (28,779)        (28,455)      (205,491)
  Loan fees                             (77,881)            ---        (82,881)
  Debt forgiven                             ---             ---        290,595
  Legal fees forgiven                       ---             ---         12,296
                                  -------------  --------------  -------------
      Net Other Income (Expense)       (112,608)        (26,558)        12,053
                                  -------------  --------------  -------------
(LOSS) BEFORE INCOME TAXES             (549,560)         (4,006)    (3,050,810)

INCOME TAX EXPENSE                          ---             ---         (8,800)
                                  -------------  --------------  -------------
  NET (LOSS)                      $    (549,560) $       (4,006) $  (3,059,610)
                                  =============  ==============  =============
Loss per common share -
basic and diluted                 $       (0.01) $        **
                                  =============  ==============
Weighted average number of common
shares outstanding:                  37,183,445      30,000,000
                                  =============  ==============



** less than $0.001


                                       5

      See accompanying notes to unaudited consolidated financial statements

<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                                    INCEPTION
                                                                  (JUNE 4, 1999)
                                             SIX MONTHS ENDED           TO
                                                  JUNE 30,           JUNE 30,
                                         ------------------------- ------------
                                              2004         2003        2004
                                         ------------ ------------ ------------

CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
Net (loss)                               $  (549,560) $    (4,006) $(3,059,610)
Adjustments to reconcile net
(loss) to net cash(used in)operations:
 Stock issued for services                       ---          ---       25,000
 Stock issued for loan fees                  423,000          ---      423,000
 Options issued for services                     ---          ---       19,500
 Depreciation and amortization                 1,679        1,678      129,281
 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                                  ---          ---     (290,595)
  Changes in operating assets and liabilities
   Accounts receivable                       (60,000)     (23,000)     (60,000)
   Interest receivable                        (1,584)      (2,346)     (14,067)
   Prepaid expenses                         (398,919)         ---     (398,919)
   Other assets                               (2,000)         ---       (2,200)
   Deferred revenue                              ---      (30,000)         ---
   Litigation settlement                         ---          ---      100,000
   Accounts payable and accrued expenses      69,486       18,103      408,197
   Accrued expenses, related party           102,981       25,336      367,226
                                         -----------  -----------  -----------
Net cash (used in) operating activities     (403,417)     (14,235)  (2,163,655)
                                         -----------  -----------  -----------

CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
Notes receivable from officers                   ---      (27,000)     (45,048)
Proceeds from notes receivable from
       officers                                  ---          ---       35,048
Notes receivable, related parties                ---      (50,000)     (50,000)
Proceeds from notes receivable, related
       parties                                   ---       25,000       50,000
Investment in property and equipment             ---          ---      (18,879)
Investment in film costs                    (131,000)         ---     (155,000)
Investment in web site development costs         ---          ---     (292,968)
                                         -----------  -----------  -----------
   Net cash (used in) investing activities  (131,000)     (52,000)    (476,847)
                                         -----------  -----------  -----------

                                                                      CONTINUED

                                       6

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


                                                                    INCEPTION
                                                                  (JUNE 4, 1999)
                                             SIX MONTHS ENDED           TO
                                                  JUNE 30,           JUNE 30,
                                         ------------------------- ------------
                                              2004         2003        2004
                                         ------------ ------------ ------------

CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
Proceeds from issuance of common stock        24,224       92,453    1,102,631
Payment of offering costs                     (2,823)      (9,222)     (51,299)
Proceeds from note payable                   520,000       15,000      565,000
Proceeds from note payable, related party     38,449       19,037      214,791
Payment of note payable, related party       (53,413)     (54,365)    (107,003)
Proceeds from issuance of convertible notes      ---          ---      917,800
                                         -----------  -----------  -----------
Net cash provided by
     financing activities                    526,437       62,903    2,641,920
                                         -----------  -----------  -----------
NET INCREASE (DECREASE) IN CASH               (7,980)      (3,332)       1,418

CASH, BEGINNING OF PERIOD                      9,398        5,084          ---
                                         -----------  -----------  -----------
CASH, END OF PERIOD                      $     1,418  $     1,752  $     1,418
                                         ===========  ===========  ===========
ADDITIONAL DISCLOSURES:
Cash paid during the periods for:
Income taxes                             $     1,600  $       ---  $     5,600
                                         ===========  ===========  ===========
Interest                                 $     1,170  $     3,758  $     3,081
                                         ===========  ===========  ===========















                                       7

     See accompanying} notes to unaudited consolidated financial statements


<PAGE>
                NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 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 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 is due on July 29, 2004 or
upon the Company raising  additional funds of $100,000,  whichever occurs first.
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 a related  party entity in which a
director has an equity  interest.  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 will be 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 is due on August 28, 2004 or
upon the Company raising  additional funds of $100,000,  whichever occurs first.
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 a related  party entity in which a
director has an equity  interest.  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 will be 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 is due on September 17, 2004
or upon the Company  raising  additional  funds of  $100,000,  whichever  occurs
first.  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 a related  party entity
in which a director has an equity interest. The shares were valued at the market
price of the common  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 will be amortized
over the term of the loan.


                                       8
<PAGE>
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 a related
party  entity  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). This
Statement  simplifies  the  standards  for  computing  earnings  per share (EPS)
previously  found in Accounting  Principles  Board Opinion No. 15,  Earnings Per
Share, and makes them more comparable to international  EPS standards.  SFAS No.
128 replaces the  presentation  of primary EPS with a presentation of basic EPS.
In addition,  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. Fully diluted per share data is not presented, as the effects would
be 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.  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  Capital,  Inc.,  a  company  which  owns  6.3% of the
Company's outstanding stock and in which a director has an equity interest.  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  Capital,  Inc. as its investment
banker and advisory  services  consultant.  Astor Capital,  Inc. is a California
corporation of which Ali Moussavi,  the Company's  Secretary / Director,  is the
Manager/Partner  and 50% owner.  During June 2003,  the agreement with Astor was
amended and extended through June 2004 and was automatically renewed thereafter.
The new agreement calls for monthly  payments of $25,000 to Astor in addition to
payments of 10% of all debt and equity raised.

NOTE 5.  STOCKHOLDERS' EQUITY

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



                                       9
<PAGE>
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.

As described  above,  the Company  issued 750,000 shares of common stock as loan
fees during the three months  ended June 30,  2004.  The total fair value of the
shares was $423,000.



NOTE 6.  SUBSEQUENT EVENTS

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 a related
party  entity  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.

On  August  16,  2004,  the  Company  agreed in  principle  to  consolidate  its
outstanding notes payable totaling $615,000, plus accrued interest to date, to a
note payable in the amount of  $645,000,  which  includes  principle of $620,000
plus  interest of $25,000.  The Company has agreed to increase the amount of the
note and interest as  incentive  to the lender.  As  additional  incentive,  the
lender will receive an additional  10,000 shares of the Company's  common stock.
The additional amounts owed as well as the value of the common stock on the date
issuable  will be recorded as prepaid loan fees and will be  amortized  over the
term of the loan.  The note is due January 1, 2005 and has an  interest  rate of
12%.

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.


















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

Caution About Forward-Looking Statements

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

Plan of Operation for the Next Twelve Months

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


                                       11
<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.

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 discontinue
Ecast's  business  and  adopted a new  "growth  through  acquisition"  strategy.
Pursuant  to this new growth  strategy,  the  Company  intends to  identify  and
investigate  various  acquisition  targets currently  operating in complimentary
industries  including  film  and  television  production  companies,  commercial
broadcast design companies, interactive game developers,  interactive television
design and production companies.

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

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


                                       12
<PAGE>
The Company  realized  $60,000 of revenue  for the  quarter  ended June 30, 2004
which  represents  a 20%  decrease  compared to revenues of $75,000 for the same
quarter of 2003.  This decrease was due primarily to reduced  revenue  generated
through  consulting  fees (with  respect to business  development  and  strategy
consulting) and to a lesser extent  license/acquisition  fees. The revenues from
Ecast's  lines of  business  are  expected to continue to decline as the Company
sells or discontinues certain lines of business previously conducted by Ecast.

Operating  expenses  increased  from  $59,228 in the  second  quarter of 2003 to
$383,787  in the  second  quarter of 2004.  This  substantial  increase  was due
primarily to: (i) increased  investor  relations and public  relations costs and
(ii)  increased  professional  fees.  In  addition  to  the  operating  expenses
discussed above,  prepaid  expenses on the Company's  balance sheet increased by
$379,594.  This  increase was due  primarily to loan fees which will be expensed
over the term of each loan to which these fees relate.  It is  anticipated  that
these loan fees will be expensed during the remainder of 2004.

The Company  realized an operating  loss of $323,787 for the quarter  ended June
30, 2004  compared to  operating  income of $15,772 in the same quarter of 2003.
This  operating  loss for the quarter  ended June 30, 2004  reflects the reduced
revenues and the substantial  increase in operating expenses incurred during the
second quarter of 2004.

Other  expenses  increased  from  $11,467 in the quarter  ended June 30, 2003 to
$97,381 in the same  quarter of 2004.  Interest  income  remained  substantially
unchanged while interest  expense  increased by $7,882 or 62% to $20,542 for the
quarter  ended June 30, 2004 due to  increased  borrowing  by the  Company.  The
Company also incurred loan fees of $77,881  including  cash paid and stock based
compensation  during  the  second  quarter  of 2004,  also due to the  increased
borrowing during the quarter.

The  Company's  total  net  loss  for  the  second  quarter  of  2004  increased
substantially  from net income of $4,305 in the quarter ended June 30, 2003 to a
total net loss of $421,168 in the quarter  ended June 30, 2004.  The net loss in
the second  quarter  of 2004  reflected  not only the  increase  in general  and
administrative  expenses  and loan fees but also the decline in revenues  during
the second 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 Six Months Ended June 30, 2004 and 2003

The Company realized $60,000 of revenue for the six months ended June 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 quarter and reduced revenue  generated  through  consulting fees (with
respect to business  development  and  strategy  consulting)  and to the reduced
revenues from Ecast's lines of business.

Operating  expenses  increased  from $132,448 in the first six months of 2003 to
$496,952  in the first six 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 related to the Company's 2004 Equity

                                       13
<PAGE>
Incentive Plan and (iii)  increased  investor  relations  and  public  relations
expenses.

The Company realized an operating loss of $436,952 for the six months ended June
30,  2004  compared to  operating  income of $22,552 in the same period of 2003.
This operating loss for the six months ended June 30, 2004 reflects the decrease
in revenues and the significant  increase in operating  expenses incurred during
the first half of 2004.

Other  expenses  increased from $26,558 in the six months ended June 30, 2003 to
$112,608  in the same  period of 2004.  Interest  income  and  expense  remained
substantially  unchanged  while loan fees of $77,881 were  incurred in the first
six months of 2004 while no such fees were paid in the same period in 2003.

The  Company's  total  net loss  for the  first  six  months  of 2004  increased
substantially  from $4,006 in the six months  ended June 30, 2003 to a total net
loss of $549,560 in the six months ended June 30,  2004.  The larger net loss in
the  first  half  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 half of 2004.

Off-Balance Sheet Arrangements
------------------------------
During  the  quarter  ended June 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 June 30,  2004,  the  Company  had an  accumulated  deficit of
$3,059,610.  At June 30, 2004 the Company had $1,418 of cash or cash equivalents
and a net working capital deficit of $618,146.

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 June 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.  $142,000 of these two loans
is now  classified  as current  liabilities.  During the quarter  ended June 30,
2004,  the Company  borrowed a total of $420,000 at interest rates of 10% or 12%
per year. The Company  anticipates  having to continue to borrow funds or obtain
additional  equity  capital to  provide  working  capital  to the  Company on an
as-needed basis.

During the quarter ended June 30, 2004 the Company raised the following  capital
from outside sources:

     1.  the  Company  raised  $11,450 from the sale of 75,000 shares  of common
         stock; and

     2.  the  Company  borrowed  $420,000  from  an unrelated third party and in
         conjunction with these loans, the Company issued 750,000  shares of its
         common stock as loan fees.

                                       14
<PAGE>
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 June 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.

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

Factors Affecting Future Operating Results

The Company has incurred losses since inception and has not generated sufficient
revenues to cover its expenses since inception and through the second quarter 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


                                       15
<PAGE>
companies that would operate as  subsidiaries of the Company.  As a result,  the
Company  may be unable to  realize  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 has acquired 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.

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


                                       16
<PAGE>
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.

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

During  April and May 2004,  the Company sold 75,000 shares of its  common stock
for cash consideration of $11,450 to three investors, all of whom reside outside
the  United  States  and  were  not deemed to be "U.S.  persons" as that term is
defined under Regulation S.  The investors represented that they were purchasing
such  shares for their 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  certificates  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 sales were
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.

During  the  quarter  ended  June 30,  2004,  the  Company  entered  into  three
promissory  notes with an  unaffiliated  foreign  entity  domiciled  outside the
United  States.  The notes are payable at various times up to September 17, 2004
or upon the  Company  raising  additional  equity  funds  of at least  $100,000,
whichever occurs first. The notes bear interest at rates between 10% and 12% per
year. The investor  represented  that it was  purchasing  such notes for its own
account.  Both the offer and the sale of the notes were made  outside the United
States  and are  deemed to be  "offshore  transactions"  as that term is defined
under Regulation S. The promissory notes contains 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.

Prior issuances of the Company's  common stock during fiscal years 2002 and 2003
and during the quarter ended March 31, 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.
           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





                                       18
<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:  August 20, 2004         NT MEDIA CORP. OF CALIFORNIA, INC.


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











































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