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