SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 8-K/A Amendment No. 3 CURRENT REPORT ON FORM 8-K PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 April 17, 2001 -------------- Date of Report (Date of earliest event reported) NT Media Corp. of California, Inc. ---------------------------------- (Exact Name of Registrant as specified in Charter) Commission File No. 000-31012 Delaware 95-4802493 -------- ---------- (State of Other Jurisdiction (I.R.S. Employer of Incorporation) Identification No.) 5410 Wilshire Boulevard Los Angeles, California 90036 ----------------------- ----------- (Address of Principal Executive Office) (Zip Code) Registrant's Telephone Number, Including Area Code: (323) 954-3995 Registrant's Former Name: MVD, Inc. 1 Item 1. Change in Control - ------------------------- Pursuant to a Stock Exchange Agreement (the "Exchange Agreement") entered into and dated as of April 17, 2001 between MVD, Inc. ("MVD" or the "Registrant"), a Delaware corporation, and the sole share holders of eCast Media Corporation, Inc. ("eCast"), a Delaware corporation, 100% of the outstanding shares of common stock of eCast were exchanged for 10,000,000 new shares of common stock of MVD in a transaction in which MVD effectively became the parent corporation of eCast. The Exchange Agreement was adopted by the unanimous consent of the Board of Directors and of the shareholders of both MVD and eCast on April 17, 2001. Prior to the merger, eCast had 1,321,582 shares of common stock outstanding all of which shares 1,321,582 (or 100% of the outstanding shares) were exchanged by the eight shareholders of eCast for 10,000,000 shares of common stock of MVD. By virtue of the exchange, eCast shareholders acquired 80% of the issued and outstanding common stock of MVD and there was a change of control of MVD. Subsequent to the closing of the Exchange Agreement transaction, the Registrant effected a forward split of its shares issuing 2.4 shares of common stock for each share of common stock of the Registrant then outstanding, as a result of which the Registrant then had a total of 30,000,000 shares of common stock issued and outstanding. Prior to the effectiveness of the Exchange Agreement, MVD had an aggregate of 2,500,000 shares of common stock, par value $.001, issued and outstanding. Upon closing of the Stock Exchange Agreement, MVD had an aggregate of 12,500,000 shares, a post-split of 30,000,000 shares, of common stock issued and outstanding. The officers and directors of eCast became officers and directors of MVD subsequent to the Stock Exchange Agreement and the officers and directors of MVD resigned their positions in MVD. See "Item 6" below. The by-laws of MVD will continue without change. Subsequently, on April 24, 2001 MVD changed its name to NT Media Corp of California, Inc. and increased its authorized common stock from 50,000,000 to 100,000,000. A copy of the Certificate of Amendment to the Certificate of Incorporation is attached hereto as an Exhibit. The business to be conducted by MVD after closing of the Stock Exchange Agreement is the business of eCast Media Corporation, Inc. ("eCast"). eCast Media Corporation, Inc. eCast Media Corporation, Inc., ("eCast") commenced business on June 4, 1999 as a limited liability company under the laws of the State of California. On March 17, 2000, eCast converted from a limited liability company to a "C" corporation in the State of Delaware. The business of MVD is now the business formerly conducted by eCast. eCast is a development stage diversified media company operating in Los Angeles, California engaged in the production, aggregation and distribution of on and offline content, the management of on and off line talent and literary clients and the provision of strategic consulting services to growth oriented companies in the entertainment & media, communications and technology sectors. eCast's primary operations include Gen-Y Netcaster Neurotrash.com, a full service talent management division, NY Management, a film and television production and finance division, NT Entertainment, and a strategy consulting group, NT Consulting which provides consulting services primarily to growth oriented companies in the entertainment & media, communications and technology sectors. 2 eCast has generated or will generate revenue from its divisions as follows: o Neurotrash.com through advertising, e-commerce, sponsorships, BzB (business to business) content sales and syndication of programming owned or controlled by Neurotrash, subscriptions from internet subscribers and from premium services, such as pay-for-view preferred content; o NT Management through talent or client management services such as advice, counsel and direction in the development and enhancement of clients' selection of project, in all matters of publicity and public relations, and in the general practices of the entertainment industry, for which eCast will receive a percentage of compensation on a project by project basis pursuant a negotiated fee arrangement typically ranging from 10% to 15%; o NT Entertainment through the production and licensing and the acquisition and commercialization of theatrical, network television, cable television, home video and the distribution or syndication of such productions domestically and in foreign territories for a negotiate percentage of box office and ancillary gross or adjusted gross revenues; o NT Consulting through providing consulting services to growth oriented companies in the entertainment & media, communications and technology sectors for a consulting fee or for commission. Core offerings include advisory services, implementation services, and development of client toolkits. A copy of the Stock Exchange Agreement is attached hereto as an exhibit. The foregoing description is modified by such reference. Item 2. Acquisition or Disposition of Assets - -------------------------------------------- This Item 2 is Not Applicable. Item 3. Bankruptcy or Receivership - ---------------------------------- This Item 3 is Not Applicable. Item 4. Changes in Registrant's Certifying Accountant - ----------------------------------------------------- The newly constituted board of directors of the Registrant by resolution adopted April 25,2001 replaced the accountancy corporation of Lesley, Thomas, Schwarz and Postma, Inc. with the accounting firm of Caldwell, Becker, Dervin, Petrick & Co., L.L.P. In connection with the audit for the period from March 14, 2000 through December 31, 2000, there were no disagreements between the Company and Lesley, Thomas, Schwarz and Postma, Inc. on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of Lesley, Thomas, Schwarz and Postma, Inc., would have been referred to in its report on matters for which it had been engaged as auditors. Lesley, Thomas, Schwarz and Postma, Inc.'s report on the Company's financial statements for the period March 14, 2000 through December 31, 2000 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles. The letter of Lesley, Thomas, Schwarz and Postma, Inc. agreeing with the statements herein above is attached as an exhibit. Item 5. Other Events - -------------------- .........This Item 5 is Not Applicable. 3 Item 6. Resignations of Registrant's Directors - ---------------------------------------------- As provided in the Stock Exchange Agreement, the directors of the Registrant resigned on the date of closing, April 17, 2001, nominating Christian Mehringer as Chairman of the board of directors. Mr.Mehringer appointed Dana O'Connor and Ali Moussavi as directors to fill the vacancies on the board of directors. Mr.Mehringer was elected by the board of directors as Chief Executive Officer and Secretary and Mr.O'Connor was elected as President. Item 7. Financial Statement, Pro Forma Information and Exhibits - ------------------------------------------------------------------------- ITEM 7 (A). eCAST MEDIA CORPORATION, INC. d.b.a. NEUROTRASH.COM (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS MARCH 31, 2001 4 eCAST MEDIA CORPORATION, INC. d.b.a. NEUROTRASH.COM (A DEVELOPMENT STAGE COMPANY) MARCH 31, 2001 INDEX Page ------------ Independent Accountants' Report 2 Condensed Balance Sheet (Unaudited) as of March 31, 2001 3 Condensed Statements of Operations 4 For the Three Months Ended March 31, 2001 (Unaudited), For the Three Months Ended March 31, 2000 (Unaudited), and For the Period From June 4, 1999 (Inception) to March 31, 2001 (Unaudited) Condensed Statements of Cash Flows 5 For the Three Months Ended March 31, 2001 (Unaudited), For the Three Months Ended March 31, 2000 (Unaudited), and For the Period From June 4, 1999 (Inception) to March 31, 2001 (Unaudited) Selected Information - Substantially All Disclosures Required by Generally Accepted Accounting Principles are Not Included 6 - 7 5 INDEPENDENT ACCOUNTANTS' REPORT May 17, 2001 To The Board of Directors and Stockholders of eCast Media Corporation, Inc. Encino, California We have reviewed the accompanying condensed balance sheet of eCast Media Corporation, Inc. (A Delaware Development Stage Company) as of March 31, 2001, the related condensed statements of operations and the condensed statements of cash flows, for the three months ended March 31, 2001, and for the period from June 4, 1999 (Inception) to March 31, 2001. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the March 31, 2001 condensed financial statements for them to be in conformity with generally accepted accounting principles. The financial statements for the period ended March 31, 2000 have not been reviewed by us, and accordingly, we express no opinion or other form of assurance on them. CALDWELL, BECKER, DERVIN, PETRICK & CO., L.L.P. Woodland Hills, California 2 6 eCAST MEDIA CORPORATION, INC. d.b.a. NEUROTRASH.COM (A DEVELOPMENT STAGE COMPANY) CONDENSED BALANCE SHEET MARCH 31, 2001 (UNAUDITED) ASSETS CURRENT ASSETS Cash $ 25,592 Notes receivable from officer 2,500 ------------------- Total Current Assets PROPERTY AND EQUIPMENT, net of accumulated depreciation 14,688 WEB SITE DEVELOPMENT COSTS, net of accumulated amortization 252,276 OTHER ASSETS Deposits 11,700 ------------------- Total Assets $ 306,756 =================== LIABILITIES AND STOCKHOLDERS' (DEFICIT) CURRENT LIABILITIES Accounts payable - trade $ 66,553 ------------------- CONVERTIBLE NOTES PAYABLE 618,065 ------------------- Total Liabilities 684,618 ------------------- STOCKHOLDERS' (DEFICIT) Common stock, par value $.001 per share; 2,000,000 shares authorized, 1,321,582 shares issued and outstanding 1,322 Additional paid-in capital 693,678 Retained (deficit) (1,072,862) ------------------- Total Stockholders' (Deficit) (377,862) ------------------- Total Liabilities and Stockholders' (Deficit) $ 306,756 =================== See Accompanying Selected Information to Unaudited Condensed Financial Statement 3 7 eCAST MEDIA CORPORATION, INC. d.b.a. NEUROTRASH.COM (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) For the For the Three Months period from Ended March 31, June 4, 1999 ------------------------------- (Inception) to March 31, 2001 2000 2001 --------------- ------------- ---------------- REVENUE $ 111 $ -- $ 2,111 --------------- ------------- -------------- OPERATING EXPENSES Advertising -- -- 76,216 Depreciation and amortization 25,322 627 44,884 Licensing and production expenses 1,000 4,150 82,210 Professional fees 32,753 9,654 96,686 Public relations -- 3,000 39,428 Rent 14,773 6,060 69,736 Salaries - Web site development and maintenance 58,877 18,432 248,206 Salaries - administrative 19,625 4,608 84,957 Web hosting services 9,984 -- 58,985 Other 27,004 27,260 256,704 --------------- ------------- -------------- Total Operating Expenses 189,338 73,791 1,058,012 (Loss) Before Other Expenses (189,227) (73,791) (1,055,901) OTHER (EXPENSES) Interest expense (7,589) -- (14,561) --------------- ------------- -------------- (Loss) Before Provision for Income Taxes (196,816) (73,791) (1,070,462) (PROVISION) FOR INCOME TAXES -- -- (2,400) --------------- ------------- -------------- Net (Loss) $ (196,816) (73,791) (1,072,862) =============== ============= ============== (Loss) per common share $ (.149) $ (.073) $ (1.014) =============== ============= ============== Weighted average common shares outstanding 1,321,582 1,005,699 1,058,134 =============== ============= ============== See Accompanying Selected Information to Unaudited Condensed Financial Statement 4 8 eCAST MEDIA CORPORATION, INC. d.b.a. NEUROTRASH.COM (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) For the For the Three Months Ended period from March 31, June 4, 1999 ---------------------------------- (Inception) to March 31, 2001 2000 2001 ---------------- ---------------- ---------------- CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES: Net (loss) $ (196,816) $ (73,791) $ (1,072,862) Adjustments to reconcile net (loss) to net cash provided by operating activities: Depreciation 25,322 627 44,884 Operating expenses paid by reducing note receivable from officer 2,500 -- 7,500 (Decrease) increase in accounts payable and accrued expenses (9,735) 9,559 66,552 Increase in accrued interest for convertible notes 7,589 -- 14,065 (Increase) in deposits -- -- (11,700) ---------------- ---------------- ---------------- Net Cash Flows (Used) by Operating Activities (171,140) (63,605) (951,561) ---------------- ---------------- ---------------- CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES: Notes receivable from officers -- -- (16,048) Proceeds from notes receivable from officers -- 6,048 6,048 Investment in property and equipment (780) -- (18,879) Investment in Web site development costs -- (69,197) (292,968) ---------------- ---------------- ---------------- Net Cash Flows (Used) by Investing Activities (780) (63,149) (321,847) ---------------- ---------------- ---------------- CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES: Proceeds from note payable to officer -- -- 5,000 Payment of note payable to officer -- -- (5,000) Proceeds from issuance of convertible notes 194,000 -- 604,000 Proceeds from common stock issued -- 260,000 695,000 ---------------- ---------------- ---------------- Net Cash Flows Provided by Financing 194,000 260,000 1,299,000 Activities ---------------- ---------------- ---------------- INCREASE IN CASH 22,080 133,246 25,592 CASH AT THE BEGINNING OF THE PERIOD 3,512 42,164 -- ---------------- ---------------- ---------------- CASH AT THE END OF THE PERIOD $ 25,592 $ 175,410 $ 25,592 ================ ================ ================ ADDITIONAL DISCLOSURES: Income taxes paid $ -- $ -- $ 2,400 ================ ================ ================ Interest paid $ -- $ -- $ -- ================ ================ ================ See Accompanying Selected Information to Unaudited Condensed Financial Statement 5 9 eCAST MEDIA CORPORATION, INC. d.b.a. NEUROTRASH.COM (A DEVELOPMENT STAGE COMPANY) SELECTED INFORMATION Substantially All Disclosures Required by Generally Accepted Accounting Principles are Not Included MARCH 31, 2001 NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10QSB and do not include all the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying unaudited financial statements contain all adjustments (all of which are normal and recurring in nature) necessary to present fairly the financial position of eCast Media Corporation, Inc. (eCast or the Company) at March 31, 2001, and the results of operations and cash flows for the quarter ended March 31, 2001. The notes to the audited Financial Statements for the year ended December 31, 2000 should be read in conjunction with these Condensed Financial Statements. The results of operations for the three month period ended March 31, 2001 are not necessarily indicative of the results to be expected for the entire fiscal year or any other period. NOTE 2 - USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. NOTE 3 - RECLASSIFICATIONS Certain prior year balances have been reclassified to conform to the current year's presentation. NOTE 4 - CONVERTIBLE NOTES From January 1, 2001 through March 31, 2001, the Company issued an additional 6% convertible notes totaling $194,000. All notes are convertible to common share, $0.001 par value, at a conversion price that is equal to the average bid price of the common stock for the five trading days immediately preceding the conversion date. The notes are convertible when the Company's securities are trading publicly and the underlying stock of the debenture has been registered with the SEC and declared effective, or they must be mandatory converted on the fifth year of their anniversary date. NOTE 5 - SUBSEQUENT EVENTS Effective April 17, 2001, in connection with the stock exchange agreement, NT Media Corp. of California, Inc. (NT Media) issued 24,000,000 post-split shares of its common stock at $.001 par value per share, in exchange for all of the outstanding common stock of the Company, in which the Company became a wholly owned subsidiary of NT Media based on a conversion ratio of approximately 7.34 shares of NT Media's common stock for each share of the Company's stock. This reverse merger qualified for a tax-free reorganization and will be accounted for as a recapitalization of eCast and the acquisition of NT Media Corporation of California, Inc. at its book value. 6 10 eCAST MEDIA CORPORATION, INC. d.b.a. NEUROTRASH.COM (A DEVELOPMENT STAGE COMPANY) SELECTED INFORMATION Substantially All Disclosures Required by Generally Accepted Accounting Principles are Not Included MARCH 31, 2001 NOTE 5 - SUBSEQUENT EVENTS (CONTINUED) The following unaudited pro forma data summarizes the consolidated balances and results of operations of the Company and NT Media as if the merger had occurred at the beginning of 2001. March 31, 2001 -------------------- Balance sheet: Current assets $ 28,888 Property and equipment, net 14,688 Other assets 263,976 -------------------- Total Assets $ 307,552 -------------------- Current liabilities 79,266 Long-term liabilities 618,065 -------------------- Total Liabilities $ 697,331 -------------------- Net Assets (Liabilities) $ (389,779) ==================== For the Three From June 4, 1999 Months Ended (Inception) to March 31, 2001 March 31, 2001 -------------------- -------------------- Results of operations: Revenue $ 111 $ 2,111 Operating income (loss) (195,490) (1,092,955) Net (loss) (203,079) (1,109,916) ------------------------------------------ Earnings per share (basic & diluted) $ (.007) $ (.051) ==================== ==================== Weighted average common shares outstanding 29,279,999 21,927,954 ==================== ==================== NOTE 6 - UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN The financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred net losses and generated insignificant revenue since its inception, June 4, 1999. The Company has relied on its investors to meet its cash flow requirements. The Company plans to generate the additional cash needed through the completion of additional equity, debt, or joint venture transactions. There is no assurance, however, that the Company will be able to complete its plans in the future at commercially reasonable terms, if at all, or that the Company will be able to meet its future contractual obligations. 7 11 eCAST MEDIA CORPORATION, INC. d.b.a. NEUROTRASH.COM (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 eCAST MEDIA CORPORATION, INC. d.b.a. NEUROTRASH.COM (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 INDEX TO FINANCIAL STATEMENTS Page Independent Auditors' Report F - 2 Balance Sheets as of December 31, 2000 and 1999 F - 3 Statements of Operations For the Year Ended December 31, 2000, For the Period From June 4, 1999, (Inception) to December 31, 1999, and For the Period From June 4, 1999, (Inception) to December 31, 2000 F - 4 Statements of Stockholders' Equity (Deficit) For the Period From June 4, 1999, (Inception) to December 31, 2000 F - 5 Statements of Cash Flows For the Year Ended December 31, 2000, For the Period From June 4, 1999, (Inception) to December 31, 1999, and For the Period From June 4, 1999, (Inception) to December 31,2000 F - 6 Notes to Financial Statements F - 7 - F - 13 F-1 12 INDEPENDENT AUDITORS' REPORT March 30, 2001 To the Board of Directors and Shareholders of eCast Media Corporation, Inc. We have audited the accompanying balance sheets of eCast Media Corporation, Inc. (a Delaware development stage company) as of December 31, 2000 and 1999 and the related statements of operations, stockholders' equity (deficit), and cash flows for the year ended December 31, 2000, for the period from June 4, 1999, (inception) to December 31, 1999, and for the period from June 4, 1999, (inception) to December 31, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of eCast Media Corporation, Inc. (a development stage company) as of December 31, 2000 and 1999, and the results of its operations and its cash flows for the year ended December 31, 2000, for the period from June 4, 1999, (inception) to December 31, 1999, and for the period from June 4, 1999, (inception) to December 31, 2000, in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 10 to the financial statements, the Company has incurred net losses and generated insignificant revenue since its inception. Those conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to those matters also are described in Note 10. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. CALDWELL, BECKER, DERVIN, PETRICK & CO., L. L. P. Woodland Hills, California 91364 F-2 13 eCAST MEDIA CORPORATION, INC. d.b.a. NEUROTRASH.COM (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS DECEMBER 31, 2000 AND 1999 ASSETS 2000 1999 ---------------- ---------------- CURRENT ASSETS Cash $ 3,512 $ 42,164 Notes receivable from officers and employee 5,000 6,048 ---------------- ---------------- Total Current Assets 8,512 48,212 ---------------- ---------------- PROPERTY AND EQUIPMENT, net of accumulated depreciation 14,813 9,575 WEB SITE DEVELOPMENT COSTS, net of accumulated depreciation 276,692 128,334 OTHER ASSETS Deposits 11,700 1,950 ---------------- ---------------- Total Assets $ 311,717 $ 188,071 ================ ================ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable and accrued expenses $ 76,287 $ 10,628 Payroll taxes payable -- 8,026 ---------------- ---------------- Total Current Liabilities 76,287 18,654 ---------------- ---------------- CONVERTIBLE NOTES PAYABLE 416,476 -- ---------------- ---------------- Total Liabilities 492,763 18,654 ---------------- ---------------- STOCKHOLDERS' EQUITY (DEFICIT) Common stock, par value $.001 per share; 2,000,000 shares authorized, 1,321,582 and 1,000,204 shares issued and outstanding at December 31, 2000 and 1999, respectively 1,322 1,000 Additional paid-in capital 693,678 244,000 Receivable for common stock issued -- (10,000) (Deficit) accumulated during development stage (876,046) (65,583) ---------------- ---------------- Total Stockholders' Equity (Deficit) (181,046) 169,417 ---------------- ---------------- Total Liabilities and Stockholders' Equity $ 311,717 $ 188,071 ================ ================ The Accompanying Notes are an Integral Part of the Financial Statements F-3 14 eCAST MEDIA CORPORATION, INC. d.b.a. NEUROTRASH.COM (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS For the Period From For the June 4, 1999 (Inception) to Year Ended December 31, ---------------------------------- December 31, 2000 1999 2000 ---------------- ---------------- ---------------- REVENUE $ 2,000 $ -- $ 2,000 ---------------- ---------------- ---------------- OPERATING EXPENSES Advertising 75,338 878 76,216 Depreciation and amortization 19,042 520 19,562 Licensing and production expenses 80,910 300 81,210 Public relations 37,754 1,674 39,428 Rent 50,452 4,511 54,963 Salaries - Web site development and maintenance 189,329 -- 189,329 Salaries - administrative 47,332 18,000 65,332 Web hosting services 49,001 -- 49,001 Other 254,733 38,900 293,633 ---------------- ---------------- ---------------- Total Operating Expenses 803,891 64,783 868,674 ---------------- ---------------- ---------------- (Loss) Before Other Expenses (801,891) (64,783) (866,674) OTHER (EXPENSES) Interest expenses (6,972) -- (6,972) ---------------- ---------------- ---------------- (Loss) Before Provision for Income Taxes (808,863) (64,783) (873,646) PROVISION FOR INCOME TAXES (1,600) (800) (2,400) ---------------- ---------------- ---------------- Net (Loss) $ (810,463) $ (65,583) $ (876,046) ================ ================ ================ (Loss) per common share $ (0.66) $ (0.10) $ (.76) ================ ================ ================ The Accompanying Notes are an Integral Part of the Financial Statements F-4 15 eCAST MEDIA CORPORATION, INC. d.b.a. NEUROTRASH.COM (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) FOR THE PERIOD FROM JUNE 4, 1999, (INCEPTION) TO DECEMBER 31, 2000 (Deficit) Receivable Accumu- Common Stock for lated --------------------------- Additional Common During Paid-In Stock Develop- Shares Amount Capital Issued ment Stage Total ------------ ------------ ---------------- ---------------- ---------------- ---------------- Balance at Jun. 4, 1999 -- $ -- $ -- $ -- $ -- $ -- Stock sales Jun. 4, 1999 360,000 360 19,640 -- -- 20,000 Stock sales Aug. 25, 1999 130,000 130 24,870 -- -- 25,000 Stock sales Oct. 12, 1999 510,204 510 199,490 (10,000) -- 190,000 Net (loss) For the Period from Jun. 4, 1999 to Dec. 31, 1999 -- -- -- -- (65,583) (65,583) ------------ -------------- ---------------- ---------------- ---------------- ---------------- Balance Dec. 31, 1999 1,000,204 1,000 244,000 (10,000) (65,583) 169,417 Payment received on stock sale Feb. 1, 2000 -- -- -- 10,000 -- 10,000 Stock sales Apr. 19, 2000 250,000 250 249,750 -- -- 250,000 Stock sales May 5, 2000 71,378 72 199,928 -- -- 200,000 Net (loss) For the year ended Dec. 31, 2000 -- -- -- -- (810,463) (810,463) ------------ -------------- ---------------- ---------------- ---------------- ---------------- 1,321,582 $ 1,322 $ 693,678 $ -- $ (876,046) $ (181,046) ============ ============== ================ ================ ================ ================ The Accompanying Notes are an Integral Part of the Financial Statements F-5 16 eCAST MEDIA CORPORATION, INC. d.b.a. NEUROTRASH.COM (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS For the Period from June 4, 1999 (Inception) to For the December 31, Year Ended ----------------------------------- December 31, 2000 1999 2000 ---------------- ---------------- ---------------- CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES: Net (loss) $ (810,463) $ (65,583) $ (876,046) Adjustments to reconcile net (loss) to net cash provided by operating activities: Depreciation 19,042 520 19,562 Operating expenses paid by reducing note receivable from officer 5,000 -- 5,000 Increase in accounts payable and accrued expenses 65,659 10,628 76,287 (Decrease) increase in payroll taxes payable (8,026) 8,026 -- Increase in accrued interest for convertible notes 6,476 -- 6,476 (Increase) in deposits (9,750) (1,950) (11,700) ---------------- ---------------- ---------------- Net Cash Flows (Used) by Operating Activities (732,062) (48,359) (780,421) ---------------- ---------------- ---------------- CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES: Notes receivable from officers (10,000) (6,048) (16,048) Proceeds from notes receivable from officers 6,048 -- 6,048 Investment in property and equipment (8,004) (10,095) (18,099) Investment in Web site development costs (164,634) (128,334) (292,968) ---------------- ---------------- ---------------- Net Cash Flows (Used) by Investing Activities (176,590) (144,477) (321,067) ---------------- ---------------- ---------------- CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES: Proceeds from note payable to officer 5,000 -- 5,000 Payment of note payable to officer (5,000) -- (5,000) Proceeds from issuance of convertible notes 410,000 -- 410,000 Proceeds from common stock issued 460,000 235,000 695,000 ---------------- ---------------- ---------------- Net Cash Flows Provided by Financing 870,000 235,000 1,105,000 Activities ---------------- ---------------- ---------------- INCREASE (DECREASE) IN CASH (38,652) 42,164 3,512 CASH AT THE BEGINNING OF THE YEAR 42,164 -- -- ---------------- ---------------- ---------------- CASH AT THE END OF THE YEAR $ 3,512 $ 42,164 $ 3,512 ================ ================ ================ ADDITIONAL DISCLOSURES: Income taxes paid $ 1,600 $ 800 $ 2,400 ================ ================ ================ Interest paid $ -- $ -- $ -- ================ ================ ================ The Accompanying Notes are an Integral Part of the Financial Statements F-6 17 eCAST MEDIA CORPORATION, INC. d.b.a. NEUROTRASH.COM (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 NOTE 1 - NATURE OF BUSINESS eCast Media Corporation, Inc. (the Company) started doing business on June 4, 1999, (inception) as a limited liability company. On March 17, 2000, the Company converted from a limited liability company to a "C" Corporation in the state of Delaware. The company is a diversified media company active in the production, aggregation, and distribution of on and offline content, the management of on and offline talent, and the provision of strategic consulting services. Based in Los Angeles, California, the Company's primary operations include Gen-Y Netcaster Neurotrash.com (NT), full service management division - NT Management, film and television production division - NT Entertainment, and strategy consulting group - NT Consulting. The Company generates or will generate revenue via the following (by division): Neurotrash.com - advertising, e-commerce, sponsorships, B2B content sales and syndication, subscription and premium services; NT Management - client management (derived as a percentage of client compensation on a project by project basis); NT Entertainment - producing, licensing/acquisition (theatrical, network television, cable television, home video, syndication, and foreign territories), percentage of box office and ancillary gross or adjusted gross revenue; and NT Consulting - consulting fees and commissions. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES Basis of Presentation Because the Company has not generated any significant revenue, the Company is considered a development stage company. Consequently, the accompanying financial statements have been prepared using the accounting formats prescribed for development stage enterprises in accordance with Financial Accounting Standards Board Statement 7. Cash and Cash Equivalents The Company considers cash on hand and cash in banks as cash and cash equivalents. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities and the reported amounts of revenues and expenses. Accordingly, actual results could differ from those estimates. Property and Equipment Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any reselling gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. F-7 18 eCAST MEDIA CORPORATION, INC. d.b.a. NEUROTRASH.COM (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED) Property and Equipment (Continued) The estimated useful lives for significant property and equipment categories are as follows: Leasehold Improvements 5 Years Computer Equipment 5 Years Domain Name Domain name includes direct costs of obtaining the domain name. The costs are capitalized and amortized over the estimated useful lives of five years, using the straight-line method. Web Site Development Costs Costs incurred by the Company to develop, enhance, manage, monitor and operate the Company's Web site are generally expensed as incurred, except for certain amounts paid to outside parties for the development of the Company's Web site that is capitalized and depreciated over the estimated lives of three years or less using the straight-line method. Revenues Recognition Revenues are recognized on an accrued basis. Generally, revenues will be recognized when persuasive evidence of an arrangement exists, services have been rendered, the price is fixed and determinable, and collectibility is reasonably assured. Income Taxes As a limited liability company from June 4, 1999 (inception), through March 16, 2000, the Company's taxable income or loss was allocated to members in accordance with their respective percentage ownership. Therefore, no provision or liability for federal income taxes has been included in the financial statements for this period. However, California law requires a minimum tax of $800 and an annual limited liability company fee of up to $7,785 on State taxable income. Therefore, a provision and a related liability have been included in the financial statements for California income taxes. On March 17, 2000, the Company converted to a "C" Corporation, which is taxed at effective federal and state statutory rates. The Company has adopted the liability method of accounting for income taxes pursuant to Statement of Financial Accounting Standard (SFAS) No. 109. Under SFAS 109, deferred income taxes are recorded to reflect tax consequences on future years for the differences between the tax bases of assets and liabilities and their financial reporting amounts at each year end. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. F-8 19 eCAST MEDIA CORPORATION, INC. d.b.a. NEUROTRASH.COM (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED) Income Taxes (Continued) Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized. Impairment of Long-Lived Assets Long-lived assets consist primarily of property and equipment, domain name, and Web site development costs. The recoverability of long-lived assets is evaluated by an analysis of operating results and consideration of other significant events or changes in the business environment. An impairment loss would be recognized when the sum of the expected future net cash flows is less than the carrying amount of the asset. If impairment exists, the carrying amount of the long-lived assets is reduced to its estimated fair value. As of December 31, 2000 and 1999, there was no impairment of the Company's long-lived assets. Advertising Costs Advertising and sales promotion costs are expensed as incurred. Advertising expenses totaled $75,338 and $878, for the year ended December 31, 2000, and for the period from June 4, 1999 (inception) through December 31, 1999, respectively. Basic and Diluted Net Earnings Per Share Basic net earnings (loss) per common share is computed by dividing net earnings (loss) applicable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options. In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Conversion from a Limited Liability Company to a "C" Corporation The Company, formerly eCast Media, LLC, converted from a limited liability company to a "C" Corporation on March 17, 2000. To effect the conversion, the Company formed a new corporation and transferred all of the assets and liabilities into the newly formed entity. The new corporation, eCast Media Corporation, Inc., simultaneously issued shares of common stock, with a par value of $0.001 per share, in exchange for each existing member's respective percentage ownership interest in eCast Media, LLC. The exchange has been recorded at the Company's historical carrying values on the date of conversion. F-9 20 eCAST MEDIA CORPORATION, INC. d.b.a. NEUROTRASH.COM (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 NOTE 3 - NOTES RECEIVABLE FROM OFFICERS AND EMPLOYEES As of December 31, 1999, the Company had two non-interest bearing notes receivable due from certain officers totaling $6,048, which was paid in full as of January 31, 2000. As of December 31, 2000, the Company had a non-interest bearing note receivable due from an employee amounting to $5,000. Payments for this note will be recognized at $833 per month as salary to the employee. This note will mature in six months. As of December 31, 2000, $5,000 of the note receivable balance was paid through recognition of salary to the employee. NOTE 4 - PROPERTY AND EQUIPMENT December 31, ----------------------------------------- 2000 1999 ------------------ ------------------- Computer $ 11,004 3,000 Leasehold improvement 2,095 2,095 Domain name 5,000 5,000 ------------------ ------------------- 18,099 10,095 Less accumulated amortization and depreciation (3,286) (520) ------------------ ------------------- $ 14,813 $ 9,575 ================== =================== Amortization and depreciation expenses for the periods ended December 31, 2000 and 1999, were $2,766 and $520, respectively. NOTE 5 - WEB SITE DEVELOPMENT COSTS On October 23, 1999, the Company entered into an agreement with The Pub Group, Inc. (d.b.a. Enlighten) to develop the Company's Web site for a total cost of $360,000. However, the Company terminated this agreement on May 24, 2000, because Enlighten was unable to finish the Web site by the agreed-upon deadline. The total cost paid under this agreement was $242,168. On August 2, 2000, the Company entered into a new agreement with Still Water Productions, Inc. to continue developing the Company's Web site for $45,000 plus any out-of-pocket costs. For the year ended December 31, 2000, and for the period from June 4, 1999 (inception) to December 30, 1999, Web site development costs totaled $292,968 and 128,334, respectively. The Company did not launch its Web site until November of 2000. Therefore, depreciation expenses were not recorded until November of 2000. Depreciation expense was $16,276 for the year ended December 31, 2000. F-10 21 eCAST MEDIA CORPORATION, INC. d.b.a. NEUROTRASH.COM (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 NOTE 6 - INCOME TAXES The net deferred tax assets, resulting from the net operating loss, included in the accompanying balance sheet include the following amounts of deferred tax assets and liabilities at December 31, 2000: Deferred tax assets - non-current $ 250,000 Valuation allowance (250,000) ------------------- $ -- =================== Based on management's assessment, the Company has placed a valuation allowance against its otherwise recognizable deferred tax assets due to the likelihood that the Company may not generate sufficient taxable income during the carryforward period to utilize net operating loss carryforwards and other deferred tax benefits. The valuation allowance for net deferred taxes increased by $97,000 during the year ended December 31, 2000. The increase was the result of additional net losses and net changes in temporary differences. At December 31, 2000, the Company had net operating losses for income tax purposes of approximately $650,000, which will expire in 2020. The net operating losses can be carried forward to offset future taxable income. Utilization of the above carryforwards may be subject to utilization limitations, which may inhibit the Company's ability to use carryforwards in the future. The components of the provision for income taxes for continuing operations are as follows: December 31, ----------------------------------------- 2000 1999 ------------------ ------------------- Current State $ 1,600 $ 800 ================== =================== NOTE 7 - EARNINGS (LOSS) PER COMMON SHARE The following table sets forth the computation of basic (loss) per share: From June 4, 1999, (Inception) to December 31, Year Ended --------------------------------------- December 31, 2000 1999 2000 ------------------- ------------------ ------------------- Basic EPS: (Loss) from operations $ (810,463) $ (65,583) $ (876,046) ------------------- ------------------ ------------------- Net (Loss) Per Common Share $ (.66) $ (.13) $ (.87) =================== ================== =================== Weighted average shares outstanding 1,218,958 635,339 1,007,213 =================== ================== =================== Basic net loss per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period. Shares associated with convertible notes are not included to the extent they are antidilutive. F-11 22 eCAST MEDIA CORPORATION, INC. d.b.a. NEUROTRASH.COM (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 NOTE 8 - COMMITMENTS The Company leases its operating and office facilities for various terms under long-term, non-cancelable operating lease agreements. The leases expire at various dates through May 20, 2003 and provide for no renewal options. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. The leases provide for increases in future minimum annual rental payments based on defined increases in the Consumer Price Index, subject to certain minimum increases. Also, the agreements generally require the Company to pay executory costs (real estate taxes, insurance, and repairs). Lease expenses totaled $50,452 and $4,511 for the year ended December 31, 2000, and for the period from June 4, 1999 (inception) to December 31, 1999, respectively. The following is a schedule by year of future minimum rental payments required under the operating lease agreements: Year Ending December 31, ----------------------------- 2001 $ 82,853 2002 63,179 2003 36,575 ------------------- $ 182,607 =================== On March 30, 2000, the Company entered into an agreement with Still Water Productions, Inc. to provide the Company with Internet access, hosting and maintenance services for the Company's Web site at a minimum cost of $3,400 per month (see Note 5). The agreement may be terminated by either party upon thirty (30) days written notice. The following is a schedule by year of future minimum payments required under this agreement: Year Ending December 31, ----------------------------- 2001 $ 40,800 2002 40,800 2003 40,800 2004 40,800 2005 40,800 ------------------- $ 204,000 =================== On May 18, 2000, the Company entered into an E-Commerce agreement with GearDirect.com to sell GearDirect.com's products on the Company's Web site. In return, the Company will receive 15% of the product prices shipped during a given calendar month. This agreement may be terminated by either party upon thirty (30) days written notice. No revenues have been generated as of December 31, 2000. On August 7, 2000, the Company entered into an agreement with an individual to provide the Company with business and marketing strategy for $4,000 per month. Future minimum payments will be $48,000 per year. The total payments for the next five years will be $240,000. This agreement may be terminated by either party upon fourteen (14) days written notice. A total expense of $16,200 is included in licensing and production expenses for the year ended December 31, 2000. NOTE 8 - COMMITMENTS (CONTINUED) On October 23, 2000, the Company entered into an E-Commerce agreement with Earthsports.com to sell Earthsports.com's products on the Company's Web site. In return, the Company will receive 15% to 20% of Earthsports product prices shipped during a given calendar month. After 120 days from the effective date, this agreement may be terminated by either parties upon thirty (30) days written notice, and automatically terminate after one year from effective date. No revenues have been generated as of December 31, 2000. F-12 23 NOTE 9 - CONVERTIBLE NOTES From July 31, 2000 through December 31, 2000, the Company issued $410,000 of 6% convertible notes. All notes are convertible to common shares, $0.001 par value, at a conversion price that equals the average bid price of the common stock for the five trading days immediately preceding the conversion date. The notes are convertible when the Company's securities are trading publicly and the underlying stock of the debenture has been registered with the SEC and declared effective, or they must be mandatory converted on the fifth year of their anniversary date. The proceeds were primarily used for operating activities as well as for investing in Web site development and property and equipment (See Note 12). Interest accrued for the year ended December 31, 2000 totaled $6,476. NOTE 10 - UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN The financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred net losses and generated insignificant revenue since its inception, June 4, 1999. The Company has relied on its investors to meet its cash flow requirements. The Company plans to generate the additional cash needed through the completion of additional equity, debt, or joint venture transactions. There is no assurance, however, that the Company will be able to complete its plans in the future at commercially reasonable terms, if at all, or that the Company will be able to meet its future contractual obligations (see Note 12). NOTE 11 - LITIGATION The Company is subject to various claims covering a wide range of matters that arise in the ordinary course of its business activities. Management believes that any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the financial condition or results of operations of the Company. NOTE 12 - SUBSEQUENT EVENTS On January 15, 2001, the Company amended its Certificate of Incorporation to increase the number of authorized shares from 2,000,000 to 4,000,000. From January 1, 2001 through March 31, 2001, the Company has issued additional 6% convertible notes totaling $194,000. All notes are convertible to common share, $0.001 par value, at a conversion price that is equal to the average bid price of the common stock for the five trading days immediately preceding the conversion date. The notes are convertible when the Company's securities are trading publicly and the underlying stock of the debenture has been registered with the SEC and declared effective, or they must be mandatory converted on the fifth year of their anniversary date. F-13 24 ITEM 7 (B). PRO FORMA FINANCIAL INFORMATION NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY INDEX Page Introduction 1 Pro Forma Unaudited Condensed Consolidated Balance Sheet as of March 31, 2001 2 Pro Forma Unaudited Condensed Consolidated Statement Of Operations For The Three Months Ended March 31, 2001 and for the Period from June 4, 1999 (Inception) to March 31, 2001 3 For The Year Ended December 31, 2000 and for the Period from June 4, 1999 (Inception) to December 31, 2000 4 Selected Information - The Pro Forma Unaudited Condensed Consolidated Financial Information 5 25 NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY PRO FORMA UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION The following pro forma unaudited condensed consolidated financial information gives effect to the stock exchange agreement between NT Media Corp. of California, Inc. (NT Media or the Company) and eCast Media Corporation, Inc. (eCast). Effective April 17, 2001, in connection with the stock exchange agreement, the Company issued 24,000,000 post-split shares of its common stock at $.001 par value per share, in exchange for all of the outstanding common stock of eCast, in which eCast became a wholly owned subsidiary of the Company based on a conversion ratio of approximately 7.34 shares of the Company's common stock for each share of eCast's stock. This reverse merger qualified for a tax-free reorganization and will be accounted for as a recapitalization of eCast and the acquisition of NT Media Corporation of California, Inc. at its book value. The following pro forma unaudited consolidated financial information presents the pro forma unaudited condensed consolidated balance sheet as of March 31, 2001, giving effect to the reverse merger of NT Media and eCast as if it had been consummated since June 4, 1999 (Inception). Also presented is the pro forma unaudited condensed consolidated statements of operations for the three months ended March 31, 2001, for the period from June 4, 1999 (Inception) to March 31, 2001, for the year ended December 31, 2000, and for the period from June 4, 1999 (Inception) to December 31, 2000, giving effect to the reverse merger of NT Media and eCast as if such merger had been consummated as of the beginning of the earliest period presented. NT Media's condensed financial information for the three months ended March 31, 2001, included in the pro forma unaudited condensed consolidated financial information, is derived from its March 31, 2001 reviewed financial statements included in the 10QSB filed on May 30, 2001. NT Media's condensed financial information for the year ended December 31, 2000, included in the pro forma unaudited condensed consolidated financial information, is derived from its December 31, 2000 audited financial statements included in its Form 10-K SB, which was filed on March 31, 2001. eCast's condensed financial information included in the pro forma unaudited condensed consolidated financial information is derived from its March 31, 2001 reviewed condensed financial statements and December 31, 2000 audited financial statements, which is included elsewhere in this filing. The pro forma unaudited condensed consolidated financial information should be read in conjunction with the historical financial statements and notes thereto which were filed previously or included elsewhere in this filing. The pro forma consolidated financial information is unaudited and is not necessarily indicative of the consolidated results which actually would have occurred if the stock exchange agreement had been consummated at the beginning of the periods presented, nor does it purport to present the future financial position and results of operations for future periods. The pro forma adjustments are based on the information available at the date of this filing. 1 26 NT MEDIA CORP. OF CALIFORNIA, INC. & SUBSIDIARY PRO FORMA UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET MARCH 31, 2001 ASSETS Pro Forma NT Media eCast Adjustments Subtotal --------------- --------------- --------------- ---------------- CURRENT ASSETS Cash and cash equivalents $ 796 $ 25,592 $ -- $ 26,388 Notes receivable from employee -- 2,500 -- 2,500 --------------- --------------- --------------- ---------------- Total Current Assets 796 28,092 -- 28,888 --------------- --------------- --------------- ---------------- PROPERTY AND EQUIPMENT, net of accumulated depreciation -- 14,688 -- 14,688 WEB SITE DEVELOPMENT COSTS, net of accumulated depreciation -- 252,276 -- 252,276 OTHER ASSETS Deposits -- 11,700 -- 11,700 --------------- --------------- --------------- ---------------- Total Assets $ 796 $ 306,756 $ -- $ 307,552 =============== =============== =============== ================ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable and accrued Expenses $ 2,713 $ 66,553 $ -- $ 69,266 Advances from stockholder 10,000 -- -- 10,000 --------------- ---------------- --------------- --------------- Total Current Liabilities 12,713 66,553 -- 79,266 --------------- --------------- --------------- ---------------- CONVERTIBLE NOTES PAYABLE -- 618,065 -- 618,065 --------------- ---------------- --------------- --------------- Total Liabilities 12,713 684,618 -- 697,331 --------------- --------------- --------------- ---------------- STOCKHOLDERS' EQUITY (DEFICIT) Preferred stock, par value $.001 per share; 5,000,000 shares authorized, no shares issued and outstanding -- -- -- -- Common stock, par value $.001 per share; 50,000,000 shares authorized, 29,279,999 shares issued and outstanding 2,500 1,322 25,458 (a) 29,280 Additional paid-in capital 22,637 693,678 (25,458) (a) 690,857 (Deficit) accumulated during development stage (37,054) (1,072,862) -- (1,109,916) --------------- --------------- --------------- ---------------- Total Stockholders' Equity (Deficit) (11,917) (377,862) -- (389,779) --------------- --------------- --------------- ---------------- Total Liabilities and Stockholders' Equity (Deficit) $ 796 $ 306,756 $ -- $ 307,552 =============== =============== =============== ================ See Accompanying Selected Information to Pro Forma Unaudited Condensed Consolidated Financial Statements 2 27 NT MEDIA CORP. OF CALIFORNIA, INC. & SUBSIDIARY PRO FORMA UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS For the Three Months Ended March 31, 2001 For the Period ----------------------------------------------------------------------- From June 4, 1999 Pro Forma (Inception) to NT Media eCast Adjustments Subtotal March 31, 2001 ---------------- ---------------- ---------------- ---------------- ----------------- REVENUE $ -- $ 111 $ -- $ 111 $ 2,111 ---------------- ---------------- ---------------- ---------------- ---------------- OPERATING EXPENSES Advertising -- -- -- -- 76,216 Depreciation and amortization -- 25,322 -- 25,322 44,884 Licensing and production expenses -- 1,000 -- 1,000 82,210 Professional fees 5,303 32,753 -- 38,056 129,223 Public relations -- -- -- -- 39,428 Rent 924 14,773 -- 15,697 73,278 Salaries - Web site development and maintenance -- 58,877 -- 58,877 248,206 Salaries - administrative -- 19,625 -- 19,625 84,957 Web hosting services -- 9,984 -- 9,984 58,985 Other 36 27,004 -- 27,040 257,679 ---------------- ---------------- ---------------- ---------------- ---------------- Total Operating Expenses 6,263 189,338 -- 195,601 1,095,066 ---------------- ---------------- ---------------- ---------------- ---------------- (Loss) Before Other Expenses and Provision for Income Taxes (6,263) (189,227) -- (195,490) (1,092,955) OTHER (EXPENSES) Interest expenses -- (7,589) -- (7,589) (14,561) ---------------- ---------------- ---------------- ---------------- ---------------- (Loss)Before Provision for Income Taxes (6,263) (196,816) -- (203,079) (1,107,516) PROVISION FOR INCOME TAXES -- -- -- -- (2,400) ---------------- ---------------- ---------------- ---------------- ---------------- Net (Loss) $ (6,263) $ (196,816) $ -- $ (203,079) $ (1,109,916) ================ ================ ================ ================ ================ (Loss) per common share $ (.003) $ (.149) $ (.007) $ (.051) ================ ================ ================ ================ Shares used in computing basic and diluted net loss per shares 2,500,000 1,321,582 29,279,999 21,927,954 ================ ================ ================ ================ See Accompanying Selected Information to Pro Forma Unaudited Condensed Consolidated Financial Statements 3 28 NT MEDIA CORP. OF CALIFORNIA, INC. & SUBSIDIARY PRO FORMA UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS For the Period For the Year Ended December 31, 2000 From ----------------------------------------------------------------------- June 4, 1999 (Inception) to Pro Forma December 31, NT Media eCast Adjustments Subtotal 2000 ---------------- ---------------- ---------------- ---------------- ----------------- REVENUE $ -- $ 2,000 $ -- $ 2,000 $ 2,000 ---------------- ---------------- ---------------- ---------------- ---------------- OPERATING EXPENSES Advertising -- 75,338 -- 75,338 76,216 Depreciation and amortization -- 19,042 -- 19,042 19,562 Licensing and production expenses -- 80,910 -- 80,910 81,210 Professional fees 27,234 58,233 -- 85,467 91,167 Public relations -- 37,754 -- 37,754 39,428 Rent 2,618 50,452 -- 53,070 57,581 Salaries - Web site development and maintenance -- 189,329 -- 189,329 189,329 Salaries - administrative -- 47,332 -- 47,332 65,332 Web hosting services -- 49,001 -- 49,001 49,001 Other 939 196,500 -- 197,439 230,639 ---------------- ---------------- ---------------- ---------------- ---------------- Total Operating Expenses 30,791 803,891 -- 834,682 899,465 ---------------- ---------------- ---------------- ---------------- ---------------- (Loss) Before Other Expenses and Provision for Income Taxes (30,791) (801,891) -- (832,682) (897,465) OTHER (EXPENSES) Interest expenses -- (6,972) -- (6,972) (6,972) ---------------- ---------------- ---------------- ---------------- ---------------- (Loss) Before Provision for Income Taxes (30,791) (808,863) -- (839,654) (904,437) PROVISION FOR INCOME TAXES -- (1,600) -- (1,600) (2,400) ---------------- ---------------- ---------------- ---------------- ---------------- Net (Loss) $ (30,791) $ (810,463) $ -- $ (841,254) $ (906,837) ================ ================ ================ ================ ================ (Loss) per common share$ (.012) $ (.665) $ (.032) $ (.041) ================ ================ ================ ================ Shares used in computing basic and diluted net loss 2,500,000 1,218,958 26,562,246 21,927,954 per shares ================ ================ ================ ================ See Accompanying Selected Information to Pro Forma Unaudited Condensed Consolidated Financial Statements 4 29 NT MEDIA CORP. OF CALIFORNIA, INC. AND SUBSIDIARY SELECTED INFORMATION - THE PRO FORMA UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION Effective April 23, 2001, the Company declared a two and four tenths for one (2.4:1) stock split of the Company's common stock, par value $.001 per share. The following pro forma adjustments are reflected in the accompanying pro forma unaudited condensed consolidated balance sheet. (a) To adjust for the two and four tenths for one (2.4:1) stock split of the Company's common stock 5 30 (c) Exhibits Exhibit number -------------- 2.0 Stock Exchange Agreement (previously filed) 3.1 Certificate of Amendment to the Certificate of Incorporation (previously filed.) 23.1 Letter of Lesley, Thomas, Schwarz and Postma, Inc. dated May 31, 2001. 23.2 Accountants' Awareness Letter 23.3 Independent Auditors' Consent Letter Item 8. Change in Fiscal Year - ----------------------------- This Item 8 is Not Applicable. Signatures Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NT MEDIA CORP. OF CALIFORNIA, INC. By: /s/ Christian Mehringer --------------------------- Name: Christian Mehringer Title: Chief Executive Officer Dated: June 20, 2001 31 31