SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12B-25
                         Commission File Number 0-31012

                           NOTIFICATION OF LATE FILING


(Check  One):  [X] Form 10-KSB  [ ] Form  11-K   [ ] Form 20-F
               [ ] Form 10-QSB  [ ] Form N-SAR

For Period Ended:  DECEMBER 31, 2005
                   -------------------------------------------------------------

[ ]  Transition Report on Form 10-K          [ ] Transition Report of Form 10-Q
[ ]  Transition Report on Form 20-F          [ ] Transition Report on Form N-SAR
[ ]  Transition Report on Form 11-K

For the Transition Period Ended:
                                  ----------------------------------------------

         READ ATTACHED  INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR
TYPE.

         Nothing in this form shall be  construed  to imply that the  Commission
has verified any information contained herein.

         If the  notification  relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:

                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant:  NT MEDIA CORPORATION OF CALIFORNIA, INC.
                          ------------------------------------------------------
Former name if applicable:
                          ------------------------------------------------------
Address of principal  executive office (STREET AND  NUMBER):8899  BEVERLY BLVD.,
                                                            --------------------
SUITE 624
- --------------------------------------------------------------------------------
City, state and zip code: LOS ANGELES, CALIFORNIA  90048
                          ------------------------------------------------------

                                     PART II
                             RULE 12B-25 (B) AND (C)

         If the subject report could not be filed without unreasonable effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate.)

[X]      (a)      The reasons described in reasonable detail in Part III of this
                  form could not be eliminated  without  unreasonable  effort or
                  expense;

[X]      (b)      The subject  annual  report,  semi-annual  report,  transition
                  report on Form 10-KSB,  20-F,  11-K or Form N-SAR,  or portion
                  thereof  will be filed on or  before  the  15th  calendar  day
                  following the  prescribed  due date; or the subject  quarterly
                  report or transition report on Form 10-QSB, or portion thereof
                  will be filed on or before the fifth  calendar  day  following
                  the prescribed due date; and

[X]      (c)      The  accountant's  statement or other exhibit required by Rule
                  12b-25(c) has been attached if applicable.





                                    PART III
                                    NARRATIVE

         State below in  reasonable  detail the reasons why Form  10-KSB,  11-K,
20-F, 10-QSB,  N-SAR or the transition report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)

         The  Company  has not  been  able  to  compile  the  requisite
         financial data and other  narrative  information  necessary to
         enable it to have  sufficient  time to complete the  Company's
         Form  10-KSB by March 31,  2006,  the  required  filing  date,
         without unreasonable effort and expense.

                                     PART IV
                                OTHER INFORMATION

         (1)      Name and  telephone  number of person to  contact in regard to
this notification

ALI MOUSSAVI, PRESIDENT AND CHIEF EXECUTIVE OFFICER             (323) 445-4833
- ---------------------------------------------------           ------------------
                     (Name)                                       (Area code)
                                                              (Telephone Number)

         (2)      Have all other periodic  reports  required under Section 13 or
15(d) of the  Securities  Exchange  Act of 1934 or Section 30 of the  Investment
Company Act of 1940 during the  preceding 12 months or for such  shorter  period
that the  registrant  was  required to file such  report(s)  been filed?  If the
answer is no, identify report(s).

                                                                  [X] Yes [ ] No

         (3)      Is it anticipated  that any  significant  change in results of
operations  from the  corresponding  period  for the last  fiscal  year  will be
reflected by the  earnings  statements  to be included in the subject  report or
portion thereof?

                                                                  [ ] Yes [X] No

       If so: attach an explanation of the anticipated  change, both narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.

                    NT MEDIA CORPORATION OF CALIFORNIA, INC.
                    ----------------------------------------
                  (Name of registrant as specified in charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.


                                    NT MEDIA CORPORATION OF CALIFORNIA, INC.

Date:  MARCH 31, 2006           By:        /s/ Ali Moussavi
       --------------               --------------------------------------------
                                    Name:  Ali Moussavi
                                    Title: President and Chief Executive Officer


                                       2



                                 AJ ROBBINS, PC
                          CERTIFIED PUBLIC ACCOUNTANTS
                           216 16TH STREET, SUITE 600
                             DENVER, COLORADO 80202


March 31, 2006

Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C.  20549

Re: NT Media Corp. of California Annual Report on Form 10-KSB

Dear Sir or Madam:

The Company is unable to file its 2005 Annual  Report on Form 10-KSB  within the
prescribed  time  period  because it has  experienced  certain  difficulties  in
providing the requisite information to this Firm.


Very truly yours,


AJ ROBBINS, PC

By /s/ AJ ROBBINS, CPA
- --------------------------------
       AJ Robbins, CPA


                                       3