UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                   AMENDMENT NO. 1 TO SCHEDULE 14C INFORMATION

             Information Statement Pursuant to Section 14(c) of the
                         Securities Exchange Act of 1934


Check the appropriate box:

[X]      Preliminary Information Statement

[_]      Confidential,  for Use of the  Commission  Only (as  permitted  by Rule
         14c-5(d)(2))

[_]      Definitive Information Statement


                    NT MEDIA CORPORATION OF CALIFORNIA, INC.

                (Name of Registrant as Specified In Its Charter)


Payment of Filing Fee (Check the appropriate box)

[X]      No fee required.

[_]      Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

         1)       Title  of  each  class  of  securities  to  which  transaction
                  applies:

         2)       Aggregate number of securities to which transaction applies:

         3)       Per  unit  price  or other  underlying  value  of  transaction
                  computed  pursuant  to  Exchange  Act Rule 0-11 (Set forth the
                  amount on which the filing fee is calculated  and state how it
                  was determined):

         4)       Proposed maximum aggregate value of transaction:

         5)       Total fee paid:

[_]      Fee paid previously with preliminary materials.

[_]      Check box if any part of the fee is offset as provided by Exchange  Act
         Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee
         was paid  previously.  Identify  the  previous  filing by  registration
         statement number, or the Form or Schedule and the date of its filing.

         1)       Amount Previously Paid:

         2)       Form, Schedule or Registration Statement No.:

         3)       Filing Party:

         4)       Date Filed:





                              INFORMATION STATEMENT
                                       OF
                    NT MEDIA CORPORATION OF CALIFORNIA, INC.
                               7800 OCEANUS DRIVE
                          LOS ANGELES, CALIFORNIA 90046

 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

         This  Information  Statement  is  first  being  furnished  on or  about
November  ___, 2006 to the holders of record as of the close of business on July
18, 2006 of the common stock of NT Media  Corporation of  California,  Inc. (the
"Company").

         A total of eight  stockholders  owning  the  equivalent  of  29,055,654
shares of the Company's capital stock that are entitled to vote on these actions
as of July 18, 2006, have consented in writing to the actions  described  below.
The shares of the Company's  capital stock entitled to vote on these actions are
hereinafter  referred  to as the  "Voting  Shares."  Such  approval  and consent
constitute  the  approval  and consent of a majority of the total  number of the
Voting Shares and are sufficient under the Delaware General  Corporation Law and
the Company's By-Laws to approve the action. Accordingly, the action will not be
submitted  to the  other  stockholders  of the  Company  for a  vote,  and  this
Information  Statement is being  furnished to  stockholders to provide them with
certain information concerning the action in accordance with the requirements of
the Securities Exchange Act of 1934 and the regulations  promulgated thereunder,
including Regulation 14C.


                                    ACTION BY
                             CONSENTING STOCKHOLDERS

GENERAL

         The Company will pay all costs associated with the distribution of this
Information Statement,  including the costs of printing and mailing. The Company
will reimburse  brokerage firms and other  custodians,  nominees and fiduciaries
for reasonable  expenses incurred by them in sending this Information  Statement
to the beneficial owners of the Company's common stock.

         The Company  will only  deliver one  Information  Statement to multiple
security  holders  sharing an address  unless the Company has received  contrary
instructions  from one or more of the  security  holders.  Upon  written or oral
request,  the Company will promptly  deliver a separate copy of this Information
Statement  and any future  annual  reports  and  information  statements  to any
security  holder at a shared address to which a single copy of this  Information
Statement was delivered,  or deliver a single copy of this Information Statement
and any future annual reports and information  statements to any security holder
or holders  sharing an address to which multiple  copies are now delivered.  You
should direct any such requests to the following address:

         NT Media Corporation of California, Inc.
         c/o Mr. Ali Moussavi
         7800 Oceanus Drive
         Los Angeles, California 90046
         Fax #: 310-273-2662





INFORMATION ON CONSENTING STOCKHOLDERS

         Pursuant to the Company's Bylaws and the Delaware  General  Corporation
Law, a vote by the holders of at least a majority of the  outstanding  shares of
the  Company  entitled to vote (the  "Voting  Shares") is required to effect the
action described  herein.  The Company's  Certificate of Incorporation  does not
authorize  cumulative  voting  for these  matters.  As of the record  date,  the
Company had the  equivalent of  54,144,133  voting shares of common stock issued
and  outstanding.  The  consenting  stockholders  are the record and  beneficial
owners of 29,055,654  shares of the Company's  common  stock,  which  represents
approximately  53.66% of the total number of Voting Shares.  Pursuant to Section
228(a) of the Delaware  General  Corporation  Act, the  consenting  stockholders
voted in favor of the actions described herein in a written consent,  dated July
21, 2006, and attached  hereto as EXHIBIT 1. No  consideration  was paid for the
consents. The consenting  stockholders' names,  affiliation with the Company and
beneficial holdings are as follows:

NAME                        AFFILIATION       VOTING SHARES      PERCENTAGE
- ----------------------      -----------       -------------      ----------
Chris Mehringer             Stockholder         3,170,746           5.8%
Britannica Associates       Stockholder        11,125,477          20.54%
Delta Capital Partners      Stockholder         3,523,052           6.5%
Dana O'Connor               Stockholder         3,170,746           5.8%
Zebra Equities              Stockholder         2,426,831           4.5%
European Equity Group       Stockholder         1,413,450           2.6%
Bond Street Partners        Stockholder         2,112,676           3.9%
Julius Investments          Stockholder         2,112,676           3.9%

TOTAL                                          29,055,654         53.66%

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON

         None.

PROPOSALS BY SECURITY HOLDERS

         None.

DISSENTERS' RIGHT OF APPRAISAL

         None.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table sets forth  information  as of July 18, 2006 with
respect to the  beneficial  ownership  of the  outstanding  shares of  Company's
capital stock by (i) each person known by Registrant who will  beneficially  own
five  percent  (5%) or more of the  outstanding  shares;  (ii) the  officers and
directors  of the  Company;  and  (iii)  all  the  aforementioned  officers  and
directors as a group.

         Beneficial  ownership is determined in accordance with the rules of the
Securities and Exchange  Commission and generally  includes voting or investment
power with respect to  securities.  Shares of common  stock  subject to options,
warrants or convertible  securities exercisable or convertible within 60 days of
July 18, 2006 are deemed  outstanding for computing the percentage of the person
or entity holding such options,  warrants or convertible  securities but are not
deemed  outstanding  for  computing the  percentage of any other person,  and is
based on  54,144,133  common shares  issued and  outstanding  on a fully diluted
basis, as of July 14, 2006.


                                       2

                                                       AMOUNT AND
                                                       NATURE OF
                        NAME AND ADDRESS               BENEFICIAL     PERCENT OF
TITLE OF CLASS        OF BENEFICIAL OWNERS             OWNERSHIP       CLASS (1)
- --------------    ---------------------------------    ----------     ----------
Common Stock      Ali Moussavi, Chief Executive         1,144,994         2.1%
                  Officer, President, Acting Chief
                  Financial Officer and Chairman of
                  the Board (2)

Common Stock      Christopher Briggs, Director (3)        100,000           *

Common Stock      Chris Mehringer (4)                   3,170,746         5.8%

Common Stock      Britannica Associates Limited. (5)   11,125,477       20.54%

Common Stock      Delta Capital Partners, Ltd. (6)      3,523,052         6.5%

                  All officers and directors as a       1,244,994         2.23
                  group (2 persons)
- ---------------------
*        Less than 1%

(1)      The number of  outstanding  shares of common  stock of the  Company for
         purposes of calculating the percentages is 54,144,133

(2)      Ali Moussavi's address is 7800 Oceanus Avenue, Los Angeles,  California
         90046.  Mr. Moussavi is a 50% owner of Astor Capital,  Inc., and entity
         which  owns  2,289,987  shares  of  common  stock of the  Company.  Mr.
         Moussavi  disclaims  beneficial  ownership of such shares. Mr. Moussavi
         and Mr. Jacques  Tiszabi,  who owns 50% of Astor Capital,  Inc.,  share
         voting and  dispositive  power over the shares owned by Astor  Capital,
         Inc.

(3)      Christopher Briggs' address is 616 Milwood Avenue,  Venice,  California
         90921.

(4)      Chris Mehringer's address is 10 NW 35th Street, Miami, Florida 33127.

(5)      Britannica Associates Limited's address is Omar Hodge Boulevard,  Third
         Floor,  Road Town,  Tortola,  British  Virgin  Islands.  The individual
         person who has the power to vote and/or dispose of these  securities is
         Mr. Tony Hurley.

(6)      Delta  Capital  Partners,  Ltd.'s  address is 60 Market  Square,  #364,
         Belize City,  Belize.  The individual  person who has the power to vote
         and/or dispose of these securities is Dominique Balon.

CHANGE IN CONTROL

         None.

NOTICE TO STOCKHOLDERS OF ACTION APPROVED BY CONSENTING STOCKHOLDERS

The  following   actions  were  taken  by  written  consent  of  the  consenting
stockholders:

                                    ACTION 1

                AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO
                         INCREASE THE AUTHORIZED SHARES

         The consenting  stockholders  have adopted and approved an amendment to
increase the number of the Company's  authorized shares of Common Stock from One
Hundred  Million  (100,000,000)  to  One  Billion  (1,000,000,000)  shares  (the
"Authorized Share Amendment") at any time during the next twelve months or prior
to the next annual  meeting of  stockholders,  whichever  occurs first.  The par
value of each such share of common stock shall be $0.001 per share.

         The  Authorized  Share  Amendment  will  be  implemented  by  filing  a
Certificate  of Amendment  with the Secretary of State of the State of Delaware.
The text of the  Authorized  Share  Amendment  is attached  to this  Information
Statement  as  Exhibit  B to the  resolutions  approving  the  authorized  share
increase,  which are attached to this Information  Statement as Exhibit 1. Under
Federal  Securities  laws, the Company cannot file the  Certificate of Amendment
until at least 20 days after the mailing of this Information Statement.


                                       3



         As of the record date, the authorized number of shares of the Company's
Common  Stock  is  100,000,000,  of  which  54,144,133  shares  are  issued  and
outstanding.  We believe that additional authorized shares are needed to provide
the  Company   adequate   flexibility  to  engage  in  future  capital   raising
transactions,  acquisitions  or  other  transactions  which  might  require  the
issuance of Common Stock.  The future  issuance of  additional  shares of Common
Stock on other than a pro rata basis to  existing  stockholders  will dilute the
ownership of the current  stockholders,  as well as their  proportionate  voting
rights.

         We have no current plans to issue any of the additional  authorized but
unissued  shares of Common  Stock that will become  available as a result of the
filing of the Amendment.

         Although this action is not intended to have any  anti-takeover  effect
and is not part of any series of  anti-takeover  measures  contained in any debt
instruments or the Certificate of  Incorporation or the Bylaws of the Company in
effect on the date of this  Information  Statement,  the Company's  stockholders
should note that the  availability of additional  authorized and unissued shares
of common  stock  could make any  attempt to gain  control of the Company or the
Board more difficult or time consuming and that the  availability  of additional
authorized  and  unissued   shares  might  make  it  more  difficult  to  remove
management. Although the Board currently has no intention of doing so, shares of
common  stock  could be issued by the Board to dilute the  percentage  of common
stock owned by a significant stockholder and increase the cost of, or the number
of,  voting  shares  necessary  to  acquire  control of the Board or to meet the
voting  requirements  imposed by Delaware  law with respect to a merger or other
business combination involving the Company.


                                       4



                                    ACTION 2
                               REVERSE STOCK SPLIT

MATERIAL TERMS OF THE REVERSE SPLIT

         The consenting stockholders have approved a resolution giving the Board
of Directors  discretionary  authority  to amend the  Company's  Certificate  of
Incorporation to effect a reverse stock split of the Common Stock of the Company
in  one  of  the  following  ratios:  i)  one-hundred-for-one  (100:1);  or  ii)
one-thousand-for-one (1,000:1) (the "Reverse Split") at any time during the next
twelve  months or prior to the next annual  meeting of  stockholders,  whichever
occurs first.

         The Board will  determine  the split  ratio  based upon a review of the
capital structure of the Company,  including shares and convertible  instruments
outstanding,  share price, general market conditions, and the potential benefits
from the two options.  Among the particular factors the Board will consider will
be the then  trading  price of the Common  Stock and the volume of the  trading.
Depending on those two factors, one of the ratios will be more appropriate.  The
Company  historically  has low trading  volume and  significant  swings in stock
price -  accordingly,  two  distinct  ratios have been chose since the price and
volume trends could be a disparate  over time.  In addition,  while the Board of
Directors is not trying to achieve any particular  Common Stock price, the Board
does believe  that having a stock price higher than the current  price will help
attract higher quality business and strategic partners.

         The amendment will be referred to in this Information  Statement as the
"Reverse Split Amendment." The proposed "form" of the Reverse Split Amendment is
attached to this Information Statement as Exhibit C to the resolutions approving
the Reverse Split,  which are attached to this Information  Statement as Exhibit
1. The Reverse  Split  Amendment  will become  effective on the date it is filed
with the  Secretary  of State of  Delaware,  which date will be  selected by the
Board  of  Directors  on or  prior  to the  Company's  next  annual  meeting  of
stockholders.  However,  the Board of Directors  reserves the right to forego or
postpone  filing the Reverse Split Amendment if such action is determined not to
be in the best  interests  of the Company and its  stockholders.  If the Reverse
Split is not  effected  by the Board of  Directors  on or before the next annual
meeting of  stockholders,  the authority to file the Reverse Split Amendment and
effect the Reverse Split will lapse.

         If the Reverse Split is effected by the Board of  Directors,  the Board
of Directors  will fix a record date for  determining  the shares subject to the
Reverse  Split.  As of the  date of this  Information  Statement,  the  Board of
Directors has not fixed a record date for the Reverse Split.

         The consenting  stockholders  believe that the Reverse Split will be in
the best  interest  of the  Company  and its  stockholders  because  the Company
believes the Reverse Split will maximize stockholder value.  Management believes
that the Reverse Split is in the Company's best interest in that it may increase
the trading  price of its common  stock.  An increase in the price of the common
stock could, in turn, generate greater investor interest in the Company, thereby
enhancing  the  marketability  of the  Company's  common stock to the  financial
community.  The potential  increases in the trading  price and greater  interest
from the financial  community could ultimately  improve the trading liquidity of
the Company's common shares.

         The  effect of the 100:1  Reverse  Split  would be to reduce  the total
number of shares of the Company's  common stock from 54,144,133 to approximately
541,441  presently  issued and  outstanding.  The effect of the 1,000:1  Reverse
Split  would be to reduce  the total  number of shares of the  Company's  common
stock from 54,144,133 to  approximately54,144.  However,  the Reverse Split will
affect all of the holders of all classes of the Company's common stock uniformly
and will not affect  any  stockholder's  percentage  ownership  interest  in the
Company or proportionate  voting power,  except for  insignificant  changes that
will result from the rounding of fractional shares.

         If the Reverse Split is effected, it will take place without any action
on the part of the  holders of all  classes of the  Company's  common  stock and
without regard to current certificates representing shares of all classes of the
Company's   common  stock  being   physically   surrendered   for   certificates
representing  the number of shares of all classes


                                       5



of the  Company's  common  stock each  stockholder  is  entitled to receive as a
result of the Reverse Split. New certificates of the Company's common stock will
not be issued.

         No  fractional  shares  will be issued in  connection  with the Reverse
Split. Any fractional share will be rounded to the next whole share.

         We do not have any  provisions  in our  Certificate  of  Incorporation,
Bylaws,  or  employment  or credit  agreements  to which we are party  that have
anti-takeover  consequences.  We do  not  currently  have  any  plans  to  adopt
anti-takeover  provisions or enter into any arrangements or understandings  that
would have anti-takeover consequences. In certain circumstances,  our management
may issue additional shares to resist a third party takeover  transaction,  even
if done at an above  market  premium and  favored by a majority  of  independent
shareholders.  There are no adverse material  consequences or any  anti-takeover
provisions in either our  Certificate of  Incorporation  or Bylaws that would be
triggered  as  a  consequence   of  the  Reverse  Split.   The   Certificate  of
Incorporation or Bylaws do not address any consequence of the Reverse Split.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

         The  following   summary  of  certain   material   federal  income  tax
consequences  of the Reverse Split does not purport to be a complete  discussion
of all of the  possible  federal  income tax  consequences  and is included  for
general information only. Further, it does not address any state, local, foreign
or other income tax  consequences,  nor does it address the tax  consequences to
stockholders  that are  subject to special tax rules,  such as banks,  insurance
companies,  regulated investment companies,  personal holding companies, foreign
entities, nonresident alien individuals, broker-dealers and tax-exempt entities.
The  discussion is based on the United States  federal income tax laws as of the
date  of  this   Information   Statement.   Such  laws  are  subject  to  change
retroactively  as well as  prospectively.  This  summary  also  assumes that the
shares of Common Stock are held as "capital  assets," as defined in the Internal
Revenue Code of 1986, as amended.  The tax  treatment of a stockholder  may vary
depending on the facts and circumstances of such stockholder.

EACH  STOCKHOLDER IS URGED TO CONSULT WITH SUCH  STOCKHOLDER'S  TAX ADVISOR WITH
RESPECT TO THE PARTICULAR TAX CONSEQUENCES OF THE REVERSE SPLIT.

         No gain or loss should be recognized  by a  stockholder  as a result of
the Reverse  Split;  provided,  however,  any whole  shares  received in lieu of
fractional  shares may result in a taxable gain or loss. The aggregate tax basis
of  the  shares  received  in  the  Reverse  Split  will  be  the  same  as  the
stockholder's  aggregate tax basis in the shares  exchanged.  The  stockholder's
holding  period for the shares  received in the Reverse  Split will  include the
period during which the stockholder  held the shares  surrendered as a result of
the Reverse Split.  The Company's  views  regarding the tax  consequences of the
Reverse Split are not binding upon the Internal  Revenue  Service or the courts,
and there is no assurance that the Internal  Revenue Service or the courts would
accept the positions  expressed  above.  The state and local tax consequences of
the Reverse Split may vary  significantly as to each  stockholder,  depending on
the state in which such stockholder resides.

         The  reverse  stock  split  will  take  effect  upon the  filing  of an
amendment to the Company's  Certificate of  Incorporation  with the Secretary of
State of Delaware.  Under Federal  Securities  Laws, the Company cannot file the
amendment until at least 20 days after mailing this Information Statement to our
stockholders.


                                       6



                                    EXHIBIT 1

                       WRITTEN CONSENT OF THE STOCKHOLDERS

                                       OF

                    NT MEDIA CORPORATION OF CALIFORNIA, INC.

                             A DELAWARE CORPORATION

                  IN LIEU OF A SPECIAL MEETING OF STOCKHOLDERS

         The  undersigned,  constituting  the holders of more than fifty percent
(50%) of the  outstanding  common stock,  $.001 par value per share (the "Common
Stock")   (collectively,   the   "Stockholders")  of  NT  Media  Corporation  of
California, Inc., a Delaware corporation (the "Corporation"), acting pursuant to
the  authority  granted  by  Sections  212,  217,  228  and  242 of the  General
Corporation Law of the State of Delaware (the "Corporations Law") and Section 11
of Article II of the By-Laws of the  Corporation  do hereby adopt the  following
resolutions by written consent as of July __, 2006.

       AMENDMENT TO THE CERTIFICATE OF INCORPORATION: REVERSE STOCK SPLIT,
                 INCREASE IN AUTHORIZED SHARES OF COMMON STOCK

                  WHEREAS,  the Board has  considered and  unanimously  approved
         that the  Corporation  effect a reverse  stock  split of its  shares of
         Common Stock,  $0.001 par value, in one of the following  manners prior
         to the next Annual Meeting of Stockholders (the "Reverse Stock Split"):

                  1)       a one-hundred-for-one reverse stock split,

                  2)       a one-thousand-for-one reverse stock split;

                  WHEREAS,  the Board has  considered and  unanimously  approved
         that the Corporation  increase the number of shares of Common Stock the
         Corporation   is   authorized   to  issue  from  One  Hundred   Million
         (100,000,000) to One Billion (1,000,000,000) (the "Share Increase");

                  WHEREAS, the Board has considered and unanimously approved the
         proposed  forms of  Certificate  of  Amendment  to the  Certificate  of
         Incorporation  substantially  in the forms of that  attached  hereto as
         Attachment I, Attachment II and Attachment III (the "Amendments"); and

                  WHEREAS,  the  Board has  determined  that the  Reverse  Stock
         Split,  Share  Increase and form of Amendments are advisable and in the
         best interests of the Corporation and its stockholders.

                  NOW, THEREFORE, BE IT VOTED BY THE UNDERSIGNED, that the Board
         is hereby given the discretionary  authority,  prior to the next Annual
         Meeting of Stockholders,  if the Board deems it in the best interest of
         the stockholders,  to amend the Company's  Articles of Incorporation to
         effect the Reverse Stock Split;





                  BE IT  FURTHER  VOTED  BY  THE  UNDERSIGNED,  that  the  Share
         Increase  be and  hereby  is  ratified,  adopted  and  approved  by the
         undersigned;

                  BE IT  FURTHER  VOTED  BY THE  UNDERSIGNED,  that  the form of
         Amendments each be and hereby is ratified,  adopted and approved by the
         undersigned; and

                  BE IT FURTHER VOTED BY THE  UNDERSIGNED,  that the officers of
         the Corporation are hereby  authorized and approved to take all actions
         deemed  necessary or desirable by them, or each acting alone,  to cause
         the  Corporation  to effect the Reverse Stock Split and Share  Increase
         and to duly  file the  Amendments  in the State of  Delaware,  with any
         changes or  modifications  the  officers  of the  Corporation  may deem
         necessary or desirable.

                            [SIGNATURE PAGE FOLLOWS]


                                       2



         This Written  Consent  shall be added to the  corporate  records of the
Corporation  and made a part  thereof,  and the votes set forth below shall have
the same force and effect as if adopted at a meeting duly noticed and held.

         This Written Consent may be executed in counterparts and with facsimile
signatures  with the  effect as if all  parties  hereto  had  executed  the same
document.  All counterparts  shall be construed  together and shall constitute a
single Written Consent as of the date of the final signature hereto.

         THIS  WRITTEN  CONSENT  MAY BE REVOKED BY THE  UNDERSIGNED  AT ANY TIME
PRIOR TO THE TIME UPON WHICH WRITTEN  CONSENTS OF THE NUMBER OF SHARES  REQUIRED
TO AUTHORIZE THE ABOVE PROPOSED ACTION HAVE BEEN FILED WITH THE SECRETARY OF THE
CORPORATION.


By:
    ----------------------------------------
Name:
      --------------------------------------
      Common Stock Stockholder

Dated:
       -------------------------------------
Number of Shares Voted:
                        --------------------


                          CERTIFICATE OF VOTING CONTROL


I,_________________,  the above  executing  Stockholder,  do  hereby  represent,
warrant  and  certify to the  Corporation,  that I have the sole and full right,
power and  authority,  to exercise sole voting,  investment and control over the
shares of Common Stock of the  Corporation so voted by me, acting alone,  in the
foregoing Written Consent.



By:
    ----------------------------------------
Name:
      --------------------------------------
      Common Stock Stockholder

Dated:
       -------------------------------------
Number of Shares Voted:
                        --------------------


                                        3



                                    EXHIBIT A

                           AUTHORIZED SHARE AMENDMENT

                                STATE OF DELAWARE
                            CERTIFICATE OF AMENDMENT
                         OF CERTIFICATE OF INCORPORATION
                   OF NT MEDIA CORPORATION OF CALIFORNIA, INC.

The  corporation  organized  and  existing  under and by  virtue of the  General
Corporation Law of the State of Delaware does hereby certify:

FIRST:  That at a meeting of the Board of Directors of NT Media  Corporation  of
California,  Inc.  resolutions  were  duly  adopted  setting  forth  a  proposed
amendment of the Certificate of  Incorporation  of said  corporation,  declaring
said amendment to be advisable and calling for a written consent of the majority
of stockholders  in lieu of a meeting of  stockholders  of said  corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:

RESOLVED,  that the Certificate of  Incorporation of this corporation be amended
by changing the Article  thereof  numbered  "FOURTH" so that,  as amended,  said
Article shall be and read as follows:

         The total number of shares of stock which this  corporation  shall have
         authority to issue is One Billion Five Million  (1,005,000,000)  with a
         par value of one mil ($0.001) per share. One Billion (1,000,000,000) of
         those  shares are Common Stock and Five  Million  (5,000,000)  of those
         shares are  Preferred  Stock.  Each share of Common Stock shall entitle
         the holder thereof to one vote, in person or by proxy, on any matter on
         which action of the  stockholders  of this  corporation is sought.  The
         holders of shares of  Preferred  Stock shall have no right to vote such
         shares,  except (i) as  determined  by the Board of  Directors  of this
         corporation in accordance with the provisions of Section (3) of ARTICLE
         FIFTH  of this  Certificate  of  Incorporation,  or  (ii) as  otherwise
         provided by the Delaware General  Corporation Law, as amended from time
         to time. The stockholders  shall not possess  cumulative voting rights.
         The holders of shares of capital stock of the corporation  shall not be
         entitled to  pre-emptive  or  preferential  rights to  subscribe to any
         unissued stock or any other securities which the corporation may now or
         hereafter be authorized to issue. The  corporation's  capital stock may
         be issued and sold from time to time for such  consideration  as may be
         fixed by the Board of  Directors,  provided that the  consideration  so
         fixed is not less than par value.

SECOND:  That  thereafter,  pursuant to resolution of its Board of Directors,  a
written consent in lieu of a meeting of stockholders  was duly circulated to not
more than ten (10)  stockholders  of the  corporation,  and in  accordance  with
Section 228 of the General Corporation Law of the State of Delaware,  from which
written consent the necessary number of shares as required by statute were voted
in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.


IN WITNESS  WHEREOF,  said  corporation has caused this certificate to be signed
this _____________ day of ____________, 2006.


                                            By:  /S/ ALI MOUSSAVI
                                                --------------------------------
                                                     Ali Moussavi
                                                     Chief Executive Officer


                                       4



                                    EXHIBIT B

                          REVERSE STOCK SPLIT AMENDMENT

                                STATE OF DELAWARE
                            CERTIFICATE OF AMENDMENT
                         OF CERTIFICATE OF INCORPORATION
                   OF NT MEDIA CORPORATION OF CALIFORNIA, INC.

The  corporation  organized  and  existing  under and by  virtue of the  General
Corporation Law of the State of Delaware does hereby certify:

FIRST:  That at a meeting of the Board of Directors of NT Media  Corporation  of
California,  Inc.  resolutions  were  duly  adopted  setting  forth  a  proposed
amendment of the Certificate of  Incorporation  of said  corporation,  declaring
said amendment to be advisable and calling for a written consent of the majority
of stockholders  in lieu of a meeting of  stockholders  of said  corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:

RESOLVED,  that the Certificate of  Incorporation of this corporation be amended
by changing the Article  thereof  numbered  "FOURTH" so that,  as amended,  said
Article shall be and read as follows:

(1)      The total number of shares of stock which this  corporation  shall have
         authority to issue is One Billion Five Million  (1,005,000,000)  with a
         par value of $0.001 per share.  One  Billion  (1,000,000,000)  of those
         shares are Common  Stock and Five Million  (5,000,000)  of those shares
         are  Preferred  Stock.  Each share of Common  Stock  shall  entitle the
         holder  thereof  to one vote,  in person or by proxy,  on any matter on
         which action of the  stockholders  of this  corporation is sought.  The
         holders of shares of  Preferred  Stock shall have no right to vote such
         shares,  except (i) as  determined  by the Board of  Directors  of this
         corporation in accordance with the provisions of Section (3) of ARTICLE
         FIFTH  of this  Certificate  of  Incorporation,  or  (ii) as  otherwise
         provided by the Delaware General  Corporation Law, as amended from time
         to time. The stockholders  shall not possess  cumulative voting rights.
         The holders of shares of capital stock of the corporation  shall not be
         entitled to  pre-emptive  or  preferential  rights to  subscribe to any
         unissued stock or any other securities which the corporation may now or
         hereafter be authorized to issue. The  corporation's  capital stock may
         be issued and sold from time to time for such  consideration  as may be
         fixed by the Board of  Directors,  provided that the  consideration  so
         fixed is not less than par value.

(2)      Upon  filing  this  Certificate  of  Amendment  to the  Certificate  of
         Incorporation  (the "Split  Effective  Date"),  each  ______  shares of
         Common Stock, par value $0.001 per share, of the Corporation issued and
         outstanding or held as treasury shares  immediately  prior to the Split
         Effective Date (the "Old Common Stock") shall automatically without any
         action on part of the holder thereof,  be reclassified and changed into
         one share of  common  stock,  par value  $0.001  per  share,  which the
         Corporation shall be authorized to issue immediately  subsequent to the
         Split  Effective  Date  (the  "New  Common  Stock").  Each  holder of a
         certificate  or  certificates  which  immediately  prior  to the  Split
         Effective Date represented  outstanding shares of Old Common Stock (the
         "Old Certificates")  shall, from and after the Split Effective Date, be
         entitled to receive  upon  surrender  of such Old  Certificates  to the
         Corporation's  transfer  agent  for  cancellation,   a  certificate  or
         certificates  (the "New  Certificates")  representing the shares of New
         Common  Stock  into  which the  shares  of Old  Common  Stock  formerly
         represented by such Old  Certificates so surrendered  are  reclassified
         under the terms hereof. No fractional shares of New Common Stock of the
         Corporation  shall be issued.  No stockholder of the Corporation  shall
         transfer any fractional shares of Common Stock of the Corporation.  The
         Corporation shall not recognize on its stock record books any


                                        5



         purported  transfer  of any  fractional  share of  Common  Stock of the
         Corporation.  Instead,  any  fractional  shares shall be rounded to the
         nearest whole share.


SECOND:  That  thereafter,  pursuant to resolution of its Board of Directors,  a
written consent in lieu of a meeting of stockholders  was duly circulated to not
more than ten (10)  stockholders  of the  corporation,  and in  accordance  with
Section 228 of the General Corporation Law of the State of Delaware,  from which
written consent the necessary number of shares as required by statute were voted
in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.


IN WITNESS  WHEREOF,  said  corporation has caused this certificate to be signed
this _____________ day of ____________, 2006.


                                            By:  /S/ ALI MOUSSAVI
                                                --------------------------------
                                                     Ali Moussavi
                                                     Chief Executive Officer


                                        6