<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                   FORM 10-KSB

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934




For the Fiscal Year ended October 31, 2002         Commission File No. 000-49865
------------------------------------------         -----------------------------



                       TriMedia Entertainment Group, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          DELAWARE                                        14-1854107
 ------------------------------                -------------------------------
 State or other jurisdiction of               (IRS Employer Identification No.)
 incorporation or organization)
                                101 Charles Drive
                          Bryn Mawr, Pennsylvania 19019
             ------------------------------------------------------
               (Address of principal executive offices, Zip Code)


                                 (610) 520-3050
               -------------------------------------------------
                (Issuer`s Telephone Number, including Area Code)


        Section registered under Section 12(b) of the Exchange Act: None.


       Securities registered pursuant to              Name of Each
            Section 12(g) of the Act:            Exchange on Which Registered:
-------------------------------------------   ---------------------------------
   Common Stock, par value $.0001 per share                 None

         Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filings requirements for the past 90 days.

         YES      [X]                       NO       [  ]

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of the registrant`s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB. [ ]

         The registrant`s revenues for the most recent fiscal year were $65,353.

         The aggregate market value of the voting common stock held by
non-affiliates of the issuer, as of March 7, 2003 was approximately $14,937,775
(based on the average closing bid and asked prices of the registrant`s common
stock in the over-the-counter market).

         As of February 28, 2003, 25,999,000 shares of the registrant`s common
stock, par value $.0001 per share, were issued and outstanding.

         Documents Incorporated by Reference:  None.



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<TABLE>
<CAPTION>


                                TABLE OF CONTENTS
<S>                  <C>                                                                                         <C>

PART I
   ITEM 1     -     DESCRIPTION OF BUSINESS...................................................................    1
   ITEM 2     -     DESCRIPTION OF PROPERTY...................................................................   17
   ITEM 3     -     LEGAL PROCEEDINGS.........................................................................   17
   ITEM 4     -     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.......................................   17

PART II
   ITEM 5     -     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS..................................   17
   ITEM 6     -     MANAGEMENT`S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.................................   19
   ITEM 7     -     FINANCIAL STATEMENTS......................................................................   24
   ITEM 8     -     CHANGES IN AND DISCUSSIONS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE........
                                                                                                                 24

PART III
   ITEM 9     -     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
                        SECTION 16(A) OF THE EXCHANGE ACT.....................................................   24
   ITEM 10    -     EXECUTIVE COMPENSATION....................................................................   26
   ITEM 11    -     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT............................   27
   ITEM 12    -     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............................................   28
   ITEM 13    -     EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K...........................   28
   ITEM 14    -     CONTROLS AND PROCEDURES...................................................................   30
   ITEM 15    -     PRINCIPAL ACCOUNTANT FEES AND SERVICES....................................................   30

   FINANCIAL STATEMENTS                .......................................................................   F-1


</TABLE>

                                      (i)
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                           FORWARD LOOKING STATEMENTS

     Except  for  historical  information,  this  document  contains  various
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended (the "Exchange Act").  These forward-looking statements involve risks
and  uncertainties,  including,  among  other  things,  statements regarding our
revenue  mix,  anticipated  costs  and expenses, development, relationships with
strategic  partners  and other factors discussed under "Description of Business"
and  "Management`s  Discussion  and Analysis".  These forward-looking statements
may  include  declarations  regarding  our  belief  or  current  expectations of
management, such as statements indicating that "we expect," "we anticipate," "we
intend,"  "we  believe,"  and  similar  language.  We  caution  that  any
forward-looking  statement  made  by  us  in  this  Form  10-KSB  or  in  other
announcements  made  by us are further qualified by important factors that could
cause  actual  results  to  differ  materially  from  those  projected  in  the
forward-looking  statements,  including  without limitation the risk factors set
forth  in  this  Form  10-KSB.

                                     PART  I

ITEM 1.     DESCRIPTION OF BUSINESS

                             BUSINESS OF THE COMPANY

GENERAL

     We  are  a  multimedia  entertainment  company  with  a focus on developing
entertainment  content.  We  develop,  produce  and  distribute a broad range of
music,  motion  picture  and  other  filmed  entertainment  content  through our
following  operating  subsidiaries:

  -     Ruffnation  Music,  Inc.  ("Ruffnation  Music");
  -     Metropolitan  Recording  Inc.  ("Metropolitan");
  -     Ruffnation Films LLC ("Ruffnation Films"); and
  -     Snipes Production LLC ("Snipes").

     In  addition,  we  intend  to  establish  a  music  publishing  division, a
television  production  division  and a producer/artist management division.  We
have  identified  a  market  opportunity in the entertainment industry resulting
from  the  convergence of music and film in the world`s fastest growing consumer
entertainment  product,  the  digital video disc ("DVD").  The percentage of DVD
unit  sales  has increased in market share for entertainment content delivery to
consumers faster than any format in entertainment history.  The DVD has received
overwhelming  market  acceptance  and response.  It is the vision of Christopher
Schwartz,  our  Chief  Executive  Officer,  President,  director  and  principal
stockholder,  and  a  pioneer of the Hip-Hop music industry, to focus on the DVD
format  as  a  means  to  identify  and enable creative artists to combine their
visual and audio talents in a consumer product that will protect the proprietary
nature  of  the  content.  Our  mission  is  to become an independent multimedia
entertainment  company  combining  state-of-the-art  technologies  with creative
product  that  meets  the  growing  demand  of  today`s  market.

     As the demand for cost-effective entertainment product, including digitally
recorded  music,  television  programming  and  film,  continues to increase, we
believe  that  more  of  the  major  entertainment  companies,  including radio,
television,  cable,  film and Internet service providers, will be turning toward
independent entertainment companies and production facilities to deliver product
and  programming  to  improve  their  profitability  and  create  market  share.

     Our  principal  executive  offices  are  located at 101 Charles Drive, Bryn
Mawr, Pennsylvania 19010 where we have our corporate, recording and film offices
and  our  recording  production  studio.

DEVELOPMENT  OF  OUR  BUSINESS

     We were formed to accomplish a redomestication into Delaware of US Patriot,
Inc.,  a  South  Carolina  corporation  that  was formed on October 2, 2000.  US
Patriot,  Inc. was in the business of manufacturing mens` and boys` furnishings.
On October 2, 2002, we consummated a share exchange transaction with Christopher
Schwartz  pursuant  to  which  we  acquired  Metropolitan,  Ruffnation Films and
Snipes.  In  connection with the share exchange transaction, all of our officers
and  directors resigned and Mr. Schwartz was elected as a member of our Board of

<PAGE>

Directors  and  was  appointed as our President and Chief Executive Officer.  In
addition,  we  discontinued  our  business  of  manufacturing  mens`  and  boys`
furnishings  and  focused  our  resources  and  efforts  on  our  multimedia
entertainment  business.

THE  FILM  DIVISION

     Ruffnation  Films  operates  our film division.  Ruffnation Films produces,
distributes  and  markets  feature-length  DVD films and movies, taking projects
from  initial  creative  development  through  principal  photography,
post-production,  distribution  and  ancillary  sales.  We  believe that fans of
Hip-Hop  and  Urban  Music are active consumers throughout the world, purchasing
CDs,  DVDs,  records,  clothes and concert tickets.  In addition, members of the
Hip-Hop  audience are a highly coveted demographic group targeted by advertising
retailers  due  to  their  age  and spending habits.  We believe that outside of
traditional  Hollywood  productions, there is a shortage of "Lifestyle Specific"
DVD  products  for  the  Hip-Hop  audience.

     Ruffnation  Films will produce low budget films with plots and marquee name
music  artists  that  are relevant to the mainstream youth culture, particularly
the  Hip-Hop and Urban Music audience. Ruffnation Films will produce soundtracks
featuring  the aforementioned artists to be sold as a CD packaged with a DVD for
retail  sale to consumers. Select projects approved by Sony Music Entertainment,
Inc.  ("Sony")  will  be  produced  and  distributed through Charles Street, our
co-venture  with  Sony.  For  each  of  these  projects,  Sony  will provide the
soundtrack  component,  giving  Ruffnation Films access to Sony marquee artists.
Sony  will  also  assume  the  cost  of  producing  the  soundtrack, which could
potentially  cost  up  to  $2.5  million.

     Sony  Co-Venture
     ----------------

     Charles  Street, our co-venture with Sony, will produce and distribute film
projects,  as well as their related soundtracks, and will produce and distribute
CDs  and  other  recorded  music  projects.  Ruffnation Films will supervise the
operations of Charles Street on a day-to-day basis. Pursuant to the terms of the
agreement,  Ruffnation  Films  is obligated to fund the creation, production and
marketing  of  two  films  for  Charles  Street. Sony has the right to accept or
reject  any  film in its discretion. Snipes was the first film we produced under
the  agreement.  With  respect  to  the  production  of  films,  the term of the
agreement  will  continue  until nine months following our delivery to Sony of a
second  film  (the  "Film  Term"). If Sony determines not to accept or release a
particular film, we have the right to enter into an agreement with a third party
on  terms  and  conditions approved by Sony. Sony has two consecutive options to
request  that  we  deliver  two additional films, each option extending the Film
Term  for twelve months following our delivery of the second film in each option
period.  Sony  has  the  exclusive  right, throughout the world, to manufacture,
market,  distribute  and exploit on behalf of Charles Street, DVDs and VHS tapes
containing  these  films.  However, Sony does not have any rights to exploit the
films  by means of television broadcast. Sony will provide its services on terms
on  which  it  customarily provides such services to its wholly-owned home video
affiliates.  Ruffnation  Films  is  responsible  for  activities  relating  to
production  of  films  on behalf of Charles Street. Costs incurred by Ruffnation
Films  in connection with the production of films are expenses of Charles Street
and  shall  be  subject  to  a  budget approved by Sony. Sony is responsible for
activities  relating  to  marketing,  publicity  and promotion of home videos on
behalf  of  Charles  Street.  Sony  pays  marketing costs in connection with the
films.  Sony  is  not obligated to pay or contribute any profit advances, loans,
overhead,  production  or  salary  costs  toward  the  production  of  films.

     A distribution fee equal to 10% of net billings on any film project will be
paid  to  Sony  out  of  gross  revenues generated by sales of the film.  All of
Sony`s  manufacturing  and  other  costs  will  then  be reimbursed out of gross
revenues  generated  by sales of the film.  Next, a distribution of profits will
be  made  to Ruffnation Films and to Sony proportionately based on the amount of
marketing costs incurred by Sony and the production and marketing costs incurred
by Ruffnation Films.  The parties shall receive this distribution until all such
costs  have  been  reimbursed  out  of  the profits of the film.  Any additional
profits  will  be  paid  50%  to  Sony  and  50%  to  Ruffnation  Films.

     At  any  time during the 30-day period commencing eighteen months following
the  date  of  expiration or termination of the Film Term or, for every two-year
period thereafter, for the 30-day period commencing on each biennial anniversary
of  the  termination  or expiration of the Film Term, either Ruffnation Films or
Sony  shall have the option to trigger a sale of either its or the other party`s
interest  in  the  film  venture  of  Charles Street. Either party electing this
option  will  send  written notice to the other party stating the price at which
the  electing  party wishes to sell its interest. The offeree will then have the
obligation  to  either  purchase  all  of  the offeror`s interest in the Charles

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Street  film  venture  at  such price or sell its interest in the Charles Street
film  venture at such price. The offeree will have 30 days after receipt of such
written  notice  to  make  its election to purchase the offeror`s interest or to
sell  its  interest.  If the offeree does not notify the offeror of its election
prior to the expiration of the 30 day period, the offeree will be deemed to have
elected  to  sell  its  interest.

     The  agreement will allow us to be one of only a small group of independent
entertainment  companies  nationally  to  have a co-venture with one of the five
largest  international  entertainment  companies that dominate the world market.

     Certain  aspects of the Sony Co-Venture relating to the record division are
set  forth  below.

     Film  Production
     ----------------

     Our  goal  is  to  produce quality films in the low budget range with total
costs  of $300,000 to $2,000,000 per film.  Our current strategic plan calls for
the  production or co-production of three to five films annually.  Currently, we
are  reviewing  film  projects for development and production and upon obtaining
additional  working  capital,  we  will  begin  the production of new films.  In
Fiscal 2001 and Fiscal 2002, Ruffnation Films produced one film entitled Snipes.
In  September  2002,  Snipes  opened  in  theaters  in  New  York, Philadelphia,
Washington  D.C.,  Detroit, Atlanta and Baltimore.  Snipes has received numerous
acclaims  including  a  three-out-of-four  star  rating  by  the  Philadelphia
Inquirer`s  movie critic.  Snipes premiered at the Philadelphia Film Festival in
April  2002  and was awarded Best Feature Film and was the official selection of
the  2001  Toronto  International  Film  Festival.  Snipes  is  Richard Murray`s
directorial  debut  and  stars Nelly, a Grammy award winning hip-hop artist with
approximately  17  million album sales worldwide, Dean Winters of HBO`s OZ, J.D.
Williams,  Sam  Jones  III, Schoolly D and Frank Vincent.  On February 25, 2003,
the Snipes DVD was released for commercial sale and distribution through Charles
Street.  Additionally,  in  February  2003,  we  received  $200,000 from a major
distribution company as an advance for the cable and television broadcast rights
to  the  movie  Snipes.

     Distribution
     ------------

     The  Charles  Street projects will be given a minimal theatrical release in
approximately  ten  theaters  in  fifteen  major markets in the United States to
create  awareness  about  the  film.  Ruffnation  Films`  projects  that are not
distributed  through  Charles  Street  will  be distributed in the United States
through  RED Distribution, Inc. ("RED"), Sony`s independent distribution system,
and  through  up  to 17 licensees who service the industry throughout the world.
Accordingly,  we  anticipate  that  each  project  will have global distribution
either  through  Charles  Street  or  through independent distribution.  The end
product  at  retail  will  be  a DVD/CD package that will have a retail price of
$29.99  to  $34.99 with a $16 to $20 wholesale price.  Our sales goal is 500,000
to  1,000,000  units worldwide for each project.  We intend to distribute to the
rental  market  using  direct distribution and revenue share output arrangements
with  Blockbuster and other leading rental retailers.  In addition, we intend to
distribute or sell directly to mass merchandisers, such as Wal-Mart Stores Inc.,
Costco  Wholesale Corporation, Target Corporation, Best Buy Co. Inc., and others
who  buy  large  volumes  of  videos  and DVDs to sell directly to the consumer.

     Currently  there  have  been  very  few  products  released  in  the DVD/CD
combination  package. It is very uncommon for major and independent distribution
companies  in  film  and music to come together on one product for distribution.
Historically, film companies have been reluctant to give DVDs to music companies
for  distribution  and  music  companies have been reluctant to give CDs to film
companies  for  distribution. Our goal is to effectively pioneer this format and
become  a  leader in this marketplace. Each film project will have the potential
to allow us to capitalize on every potential revenue stream across the board for
each  of  our  divisions  in  terms  of  film, studio, publishing and management
operations.

     Pay  and  Free  Television  Distribution
     ----------------------------------------

     We  intend  to  license  our  own productions and productions acquired from
third  parties  to the domestic and international marketplace on a project basis
through  Sony  or  independent  distributors  on a territory-by-territory basis.

THE  RECORD  DIVISION

     Ruffnation  Music  operates  our record division.  We believe that the next
five years will offer important opportunities for the organization and growth of
viable,  newly created record companies.  We believe that such companies will be
more  competitive  because  they have the ability to be flexible, responsive and
are  not  constrained  by  the  typical  large  company  bureaucracy.

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     A  popular  music  record company depends on its ability to sign and retain
artists  who will appeal to popular taste over a period of time.  We will employ
a  popular  music  artist  and  repertoire  ("A&R")  staff whose task will be to
identify both new artists with potential appeal and established artists who will
complement  our planned artist roster or whose potential we believe has not been
fully  exploited.  The  A&R staff, which is headed by Christopher Schwartz, will
include  a  group  of  producers/songwriters and will meet on a regular basis to
discuss tapes of artists who have been previously screened by staff members.  If
a  consensus  is  reached  to  attempt  to  sign  an  artist, a strategy will be
developed for a contract proposal.  Currently, we are evaluating several artists
with  whom  we  would consider entering contracts.  However, such considerations
are  contingent  upon  our  ability  to obtain a sufficient amount of additional
financing.  There  can  be no assurance that we will be able to attract and sign
artists  or  that  such  artists  will  be  successful.

     Sony  Co-Venture
     ----------------

     During  the  period ending on the later of the Film Term and the expiration
of the term of the distribution agreement which we anticipate entering into with
RED  (the  "Label  Term"),  Sony has the exclusive right, on an artist by artist
basis  and  subject  in  each  case  to  our  written approval, which we may not
unreasonably  withhold,  to  require  any  record  label  owned or controlled by
Ruffnation  Films  or  Christopher Schwartz to transfer to Charles Street all of
its  or  his  rights  and  obligations in and to any particular recording artist
(each  a  "Designated  Artist") whose records have been distributed by RED. Sony
has no obligation to accept, and we have no right to require them to accept, any
of  our  artists  as  Designated  Artists.

     Subject  to the terms and conditions of the co-venture agreement, Sony
has the  exclusive  right,  throughout  the  world,  to  manufacture,  market,
distribute  and  exploit records and soundtracks containing musical performances
of Designated Artists on the terms which Sony customarily provides such services
to  its  wholly-owned record labels.  If Sony decides not to manufacture, market
or  distribute  a record or soundtrack relating to one of our films, then we may
enter  into  a  contract  with  a  third  party.

     During  the  Label Term, provided there are no material defaults, Sony will
extend  a  loan to Charles Street through a line of credit to fund all recording
costs,  advances  and  royalties  relating  to  the  creation,  marketing  and
exploitation of records and soundtracks. These costs shall be deemed expenses of
Charles  Street. In order to secure its obligation to repay these loans, Charles
Street  granted  to Sony a first priority security interest in all of the assets
of  Charles  Street.

     During  the  Label Term, neither Ruffnation Films, Christopher Schwartz nor
any entity owned or controlled by Ruffnation Films or Christopher Schwartz, will
furnish the services of any artist to any person or entity except Sony, with the
exception  of  the  independent  labels discussed below, unless Sony consents to
such  action.  At  the  end  of  the end of the Label Term, we will no longer be
required  to furnish the services of our artists to Sony or Charles Street. Sony
is  obligated to license to Charles Street master recordings owned or controlled
by  Sony  for  inclusion  in  films,  home  videos  and  soundtracks.

     Sony  will  pay  all manufacturing and marketing costs associated with each
record or soundtrack produced by Charles Street, which costs will be expenses of
Charles Street. A distribution fee equal to 20% of net billings on any recording
project  will  be  paid  to Sony out of gross revenues generated by sales of the
recording.  Any  loans  advanced  by Sony pursuant to the line of credit will be
repaid  out of gross revenues generated by sales of the recording provided that,
Ruffnation  Films  may  receive  50% of its share of the profits relating to any
artist  agreement for which Charles Street has recouped all of its expenses. All
remaining  profits  derived  from  the  sale  of records and soundtracks will be
distributed  50%  to  Sony  and  50%  to  Ruffnation  Films.

     At  any  time during the 30-day period commencing eighteen months following
the  date  of expiration or termination of the Label Term or, for every two-year
period thereafter, for the 30-day period commencing on each biennial anniversary
of  the  termination or expiration of the Label Term, either Ruffnation Films or
Sony  has  the  option  to  buy-out  the other party`s interest in the recording
venture  of  Charles Street. Either party electing this option will send written
notice  to  the other party stating the price at which the electing party wishes
to  sell  its  interest.  The  offeree  will  then have the obligation to either
purchase  all  of  the  offeror`s  interest  in the recording venture of Charles
Street  at  such  price or sell its interest in the recording venture of Charles
Street  at  such  price.  The  offeree  will  have 30 days after receipt of such
written  notice  to  make  its election to purchase the offeror`s interest or to
sell  its  interest.  If the offeree does not notify the offeror of its election
prior to the expiration of the 30 day period, the offeree will be deemed to have
elected  to  sell  its  interest.

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     Independent  Label
     ------------------

     Our  co-venture  agreement  with Sony permits us to form independent record
labels  to  develop recording projects with artists and producers independent of
Charles Street.  On occasion, we will identify artists and producers that have a
niche  market segment that can be developed to create popularity and recognition
for  a  new creative talent. Many of these acts will require little or no artist
or  producer  advances and little or no recording costs.  Our independent labels
will  have  a  flexible  style  of  deal  making  involving  different  profit
participation  levels  with  artists  and  co-ownership  of masters and licensed
masters.  We  believe that our independent labels will be distributed by RED and
a  network  of  distributors  in  Europe  and  Asia.

     We  anticipate  that  our distribution agreement with RED will provide that
RED,  at  is  own  expense,  will  warehouse  and solicit sales of our recording
products.  Once  a  record  is  ready  for  release  by us, RED will include the
appropriate  pricing  information  and  a description of the song in its monthly
products  release  book.  Sales  representatives  from  RED`s  sales  branches
throughout  the country and other record labels affiliated with RED will solicit
orders  on our behalf. We will maintain control over the promotion and marketing
of  our  recordings. However, at our request, RED may assist us, at our expense,
in  coordinating  various  types  of  marketing,  promotion  and  placement  of
advertising  directed  toward  its  retail and wholesale accounts. Generally, we
will  not be required to pay the manufacturing and distribution costs associated
with  CDs  prior  to their manufacture by RED. We will generally be permitted to
pay these expenses out of the sales proceeds generated by these CDs. However, in
order to secure our obligation to pay these expenses, we believe that we will be
required  to  grant  a  security interest to RED in and to the master recordings
that  are  covered  by  the distribution agreement. The term of the distribution
agreement  with RED will expire three years after the initial commercial release
of  the  first  of  our  albums  distributed  by  RED.

     Artist  Recording  Contracts
     ----------------------------

     We  will concentrate on the development of new talent rather than competing
with larger companies to acquire established artists.  We believe that the risks
involved  with higher advances and royalties demanded by established artists may
be  difficult to justify financially. In addition to the lower financial cost of
signing  and  developing  new  talent, we believe that it generally is easier to
negotiate  a  longer  contract term with new talent, whereas established artists
demand  higher payments accompanied by shorter contract terms. We recognize that
established  artists have existing fan support and name recognition. However, we
have  determined  that  the  cost  associated with retaining established artists
represents  a  significantly greater financial risk if a recording project fails
to  achieve minimum consumer sales in an intensely competitive market. From time
to  time  we may sign artists who require advances because they have established
sales  bases.

     Pursuant to our strategy of identifying, signing and developing new talent,
the  artists  whom  we  intend  to  sign  will  generally have limited recording
industry  backgrounds.  For  the most part, these artists will be identified and
contracted by us after analysis of demonstration tapes by our A&R department and
after  consultation  among  our  senior  management.

     The Rock and Pop music genres will enable us to compete in a market segment
comprising 36% of gross business in the United States record industry. Likewise,
activity  in the Rap/Hip-Hop, R&B/Urban record of the market will put us into an
additional  22%  of  gross business in the United States record industry. We may
seek  to  develop  divisions  that  will  address  the remaining segments of the
market,  which  includes  jazz,  Latin  and  other  musical  styles.

     Although  we  may  from  time  to  time  license  already  completed master
recordings  for a fixed price plus royalty, we will primarily be involved in the
actual  production  of  master recordings. This aspect of the recording business
will require our management to approve a specific project and then contract with
recording  artists,  musicians  and producers to produce a master recording. The
artist  and  producer  will  each receive either a minimum fee plus a percentage
royalty based on the proceeds received by us from distribution of a recording or
a  percentage  royalty  without  a minimum fee. The fee and royalty arrangements
will be negotiated on a recording-by-recording basis. We will produce recordings
in  our  own  studios  or  by  renting  time at any one of a number of recording
studios.  Management therefore seeks to reduce or eliminate certain costs and to
match the specific configuration of a particular studio to the requirements of a
particular  artist  or  producer.

     Certain  production  and acquisition costs, such as artists` and producers`
royalties,  are  contingent  upon  subsequent  sales  while other costs, such as
salaries,  overhead,  manufacturing, studio time and other expenses, are payable
regardless  of  sales.  Although  the  appeal  of  a  particular  artist  may be
transitory,  we  believe  that  increasing the size and diversity of our planned
artist  roster  gives us a measure of protection against sudden shifts in taste.
Further,  we believe that acquisition of interests in recorded music composition
catalogues  will  provide  an  important  and relatively stable source of future
sales  in  addition  to  revenue  generated  from  new  releases.

                                        5
<PAGE>

     Promotion  and  Marketing
     -------------------------

     We  plan  to  release  records  primarily  in  pop,  neo-classical soul and
Rap/Hip-Hop,  dance  and  alternative  music  fields.  Accordingly, we expect to
market  our  records  to  the  principal  buying groups in the 12 to 45 year old
categories  broadly representative of the American population in that age group.

     We  plan to promote our recordings, as is generally the case throughout the
record  industry, primarily through radio time.  To supplement our staff, we may
engage independent promotion specialists on a record-by-record basis to generate
airplay.  As  sales  increase,  management  may  add additional promotion staff.
Cable  operations, such as MTV, VH-1 BET and other music television channels, as
well  as  certain  commercial  television  stations,  have  provided significant
exposure  to new music groups.  We intend to utilize television as a promotional
tool.  In  addition,  we  intend to produce promotional videotapes, CDs and DVDs
featuring  our  artists, and maintain effective cost controls through the use of
our  own  music  video  production  department.

     The  music  video  and DVD market has grown significantly over the past few
years  and  we  believe  that  the  music  video  and  DVD business is a natural
extension of our other planned activities in the music business. Our music video
department  will  concentrate  primarily  upon  promotional  activities  for our
artists  to  produce videos of single songs for promotional purposes. Generally,
income from music videos is derived from television broadcasts and from the sale
of  videocassettes,  CDs  and  DVDs. We may make electronic press kits ("EPKs"),
long-form  videos  and  enhanced videos or CD-ROMS playable on computer. We also
may  combine  artist  videos  and EPKs for release on DVD, providing a whole new
format  for  viewing  which was previously limited to television broadcasts. Our
music  and  videos  may  also be included in real player packages. We anticipate
experiencing  increased  activity  as  we  enter  into contracts with additional
artists. In such event, longer music programs, such as DVDs or concert programs,
are  contemplated.

     The  marketing  methods  which  we  plan  to use are customary in the music
industry.  These  methods  will  include:

 -     radio;
 -     television;
 -     newspaper and magazine advertising;
 -     distribution of posters featuring our artists and records;
 -     street teams;
 -     wrapped vans and trucks;
 -     bus backs, bus stops and benches;
 -     billboards;
 -     marquee style movie lights at label sponsored events and artists shows;
       and
 -     coordinated promotions with retail stores such as in-store displays and
       appearances by performers.

Initially,  our  principal  efforts  will  be focused through radio promotion of
radio  play  of  artist`s  singles  to  develop consumer recognition and product
demand.  We  plan future advertising in national music consumer publications and
industry  trade publications as artists achieve increasing consumer recognition,
provided  such  additional  advertising,  in management`s opinion, would enhance
sales.

     Licensing  of  Recordings
     -------------------------

     We  also  intend  to  license  rights in certain of our recordings to other
major  record labels for manufacture and distribution in foreign markets.  These
labels  normally  pay all distribution and marketing costs and, in addition, pay
us a nonrefundable advance plus a royalty based on sales, which is payable after
recovery  of  the advance.  A portion of any royalties received by us from sales
will  be  used to pay artists` and producers` royalties or the owner of a master
recording,  as  the  case  may  be.

     We  will  seek  agreements  to  license recordings of several of our future
artists  through various record and licensing companies in Europe and Japan.  We
intend  to  negotiate with several foreign distributors for the right to license
other  artists.  We  intend  to  direct a material part of our future activities
toward  the  development  of  international  markets.

                                        6
<PAGE>

     Copyright
     ---------

     Our  business,  like  that  of  other  record companies, primarily rests on
ownership  or  control  and  exploitation  of  musical  works  and  sound  and
audio-visual  recordings.

     Rights  and  royalties  relating to particular recordings vary from case to
case.  When a recording is made, copyright in that recording vests either in the
recording  artist  and is licensed to a record company or in the company itself,
depending  on the terms of agreement between the recording artist and the record
company.  Similarly,  when  a  musical  composition is written, copyright in the
composition  vests  either  in  the writer and is licensed to a music publishing
company  or  in  the publishing company. Artists generally record songs that are
controlled  by music publishers. The rights to reproduce such songs on tapes and
CDs are obtained by the company from music publishers or collection societies on
their  behalf.  The  manufacture  and sale of tapes and CDs results in royalties
being payable by the record company to the publishing company at industry agreed
or  statutory rates for the use of the composition and the publishing company in
turn  pays  a  royalty  to the writer and by the record company to the recording
artist  for  the  use  of  the  recording.

     Record  companies  are  largely dependent upon legislation to protect their
rights  against  unauthorized  reproduction,  importation  or  rental.  In  all
territories where we intend to operate, our products will receive some degree of
copyright  protection. The period of protection varies widely from 75 years from
first publication in the United States, to 50 years in the United Kingdom, to 30
years  from  date  of  recording  in  Japan.

     Piracy, or the unauthorized reproduction of recordings for commercial sales
and  Internet file sharing exists throughout the world. Sales in certain markets
are  very  difficult, and some markets are virtually closed to legitimate record
companies  because  of  the dominance of pirated product, which is substantially
cheaper  than legitimate products due to lower quality standards and the absence
of  recording  and  royalty  costs. In recent years, however, certain countries,
particularly  in  Southeast  Asia,  have  enforced  copyrights  resulting  in  a
reduction  in piracy. There can be no assurance that the proliferation of piracy
of  entertainment content through the Internet or other means will be reduced in
the future, which, if continued, will continue to have a material adverse affect
on  the  entertainment  industry.

     Home  taping,  or  the  unauthorized  reproduction  for  personal  use  of
recordings,  has  been  a  global problem since the advent of cassette tapes and
CDs,  which  existing  copyright  laws  have  done  little  to  contain. In some
countries,  the  industry  has been successful in securing the introduction of a
levy  on  hardware  used  for such reproduction or on blank tapes. However, such
levies,  which  are  generally  shared among those involved in the production of
recordings,  including  the  record companies and the artists, do not adequately
compensate for the losses suffered from home taping. CD recording technology may
increase the opportunity for consumers to make high-quality copies for home use.
There  can  be  no  assurance  that the proliferation of piracy of entertainment
content  through  the Internet or other means will be reduced in the future. The
proliferation  of  these  practices, if continued, could have a material adverse
affect  on  the  entertainment  industry.

     Rental  of  tapes  and  CDs is a problem in those countries whose copyright
laws  do not provide adequate protection. Those countries include Japan, where a
levy  on  rental income is paid to domestic rights owners, but not in respect of
foreign  repertoire,  and  Germany.

     The recorded music industry has been affected by piracy, and in particular,
the home copying and file sharing of recorded music over the Internet. Recording
technologies  have  been  developed  that  enable consumers to make high quality
duplicates  of recorded music from original CDs and the Internet. In the absence
of  adequate  copyright protection, CD recording technology may adversely affect
sales  of  CDs.  We  cannot  predict  the  extent to which our CD sales would be
affected  by  such technology. However, we generally believe that as we focus on
the  development  of new artists and have a limited release schedule, we are not
materially dependent upon foreign sales in markets unregulated by copyright laws
and  that  piracy or illegal home taping will not have a material adverse impact
on  our  business  or  operations  in  the  near  or  foreseeable  future.

THE  MUSIC  PUBLISHING  DIVISION

     We  intend  to  establish  a  music  publishing division.  Music publishing
involves  the  acquisition of rights to the exploitation of musical compositions
as  opposed  to  musical recordings.  Principal sources of revenue are royalties
from  the  reproduction  of  musical works on cassette tapes, CDs, DVDs, license
fees from the radio and television broadcast (i.e., public performances) of such
musical  works,  and  film  soundtracks of recordings embodying the compositions
concerned.

                                        7
<PAGE>

     We  intend  to  create  a music publishing operation to collect performance
royalties  for our products through ASCAP and BMI.  ASCAP and BMI are collecting
societies  licensed to collect performance royalties due from radio, television,
jukeboxes,  film  and  similar  venues  for  public  performance  of  musical
compositions.

     We  may receive publishing royalties on master recordings which we produce.
Moreover,  we  intend  to  negotiate  with recording artists a percentage of the
copyright  rate  that  is  set  by statute and modified from time to time by the
Copyright  Royalty  Tribunal.

     Once  we  form a publishing operation, we plan to seek to acquire copyright
ownership  of,  or  other rights in, the songs written by or for our artists. We
propose to develop a catalogue of songs, retaining present and future publishing
rights.  Additionally,  we intend to employ songwriters and producers to develop
music  products  with  publishing  rights  retained  by  us.  We plan to acquire
interests  in original songs that will be developed at our facilities. We do not
deem  the  acquisition of these songs to be material in that presently none have
been recorded or used in any of our activities, including promotion, and we have
no  present intention or plans to use them in any capacity. In the future, it is
conceivable  that songs commissioned or acquired by us may be included on albums
or  produced  as  singles, although no assurance can be given as to this use. We
intend to use EMI Music Publishing to administer our songs outside of the United
States.

THE  STUDIO  DIVISION

     Metropolitan  operates  our studio division, which provides support for the
in-house  recording of our artists.  Metropolitan is an audio recording facility
that  provides  us  with  "start  to  finish"  music  recording  services.

     We  intend  to  provide  audio  recording  services  to the music industry,
including  national  and  international  recording companies, independent record
producers  and  other  entities  which  request  the  services  of the recording
facilities.  The  studio  division  will seek to combine technological expertise
and  creative,  experienced  management  in  the  state-of-the-art  commercial
recording  facilities.

     Metropolitan  consists  of three studios and is capable of tracking to tape
or  digitally.  The  studio  features custom acoustical design treatments, which
provide  a  critically  accurate  listening environment.  The studio`s equipment
includes:

  -     a  72-input  SSL  Series  9000;
  -     a  top-of-the-line  recording/mixing  console;
  -     two Studer A-827 2-inch tape machines;
  -     two ProTools 5.1 Mix Plus Cubes; and
  -     Quested  Q212s  monitors.

     Metropolitan`s  studios  also feature a vintage Helios console.  The Helios
provides  a  rare  and  unique analog sound and is one of only 500 in existence.
Metropolitan  also  includes  fully equipped digital film and editing facilities
for  film,  video  and  television  productions.  We  view  the  sound  studios
principally  as  a  catalyst  to  attract  artists  and to record their products
in-house.  We will sell studio time when the studios are not in use for in-house
production.
                               INDUSTRY BACKGROUND

THE  RECORDED  MUSIC  INDUSTRY

     The  recorded  music  industry  has  experienced substantial revenue growth
since  its  inception and is dominated by five major international entertainment
companies:

  -     Vivendi  Universal  SA  (Universal  Music  Group);
  -     AOL  Time  Warner  Inc.  (WEA);
  -     Sony Corp. (Sony Music Entertainment);
  -     Bertelsmann AG (BMG); and
  -     EMI Group PLC.


                                        8
<PAGE>

     In  the  late  1940`s,  record  retail  sales  amounted to only $48 million
annually.  By  1970, sales had grown to nearly $1.7 billion annually.  By way of
current  comparison,  the  Recording  Industry  Association  of America ("RIAA")
reported  the  sound  recording domestic market in 2001 to be $13.7 billion. The
International Federation of Phonographic Industry ("IFPI"), an organization that
represents  the  recording  industry worldwide, reported the global music market
was  worth  $33.7  billion  in  2001.  This  revenue  growth has resulted from a
combination  of factors, the most important of which has been rapidly developing
technology.  Since  1984,  the  value  of sales industry wide has increased at a
faster  rate  than  unit  volume  growth,  due  in  part to the introduction and
acceptance  of CDs, which are priced substantially higher than vinyl records and
tapes.  CDs  represented  91  percent of all units shipped in 2001. IFPI reports
that  sales  of  recorded  music on a per capita consumption basis in 2001 to be
largest in the United Kingdom, with an average of four record purchases per year
per  person,  followed  by the United States, Australia, Germany, France, Japan,
Canada  and  Spain.  The  proportion  of global music sales accounted for by the
world`s  top  ten  markets  was  84 percent in 2001. Globally, music video sales
increased in 2001, boosted by the DVD video. The top ten audio markets accounted
for  89  percent  of  global  music  video sales. DVD accounted for just over 50
percent of units in these markets. The United States represents approximately 40
percent  of  the  total world music market. The RIAA reports that, in 2001, Rock
remained the most popular genre of music in the United States with 24 percent of
the  market  followed  by  Pop with 12.1 percent, Rap/Hip-Hop with 11.4 percent,
R&B/Urban  with  10.6  percent,  Country  music with 10.5 percent, Jazz with 3.4
percent  and  Classical  with  3.2  percent  of  all  music  items  purchased.

     Both  the  RIAA  and  IFPI reported that the increased availability of free
music  via  mass  digital  copying  and  internet  piracy have had a substantial
negative  impact  on  the  recorded  music  industry in 2001 and the industry is
aggressively  pursuing  strategies  to resolve the erosion of unit shipments and
sales  in  the  world  market. In 2001, digital copying and Internet piracy have
resulted in an approximate 5 percent decline in worldwide revenues as well as an
approximate  6.5 percent decline in units sold worldwide. This decline continued
in  2002.

     Music  is  also  an  essential part of the advertising and film industries.
Music  contributes  significantly  to  the success of advertising. Additionally,
music  has  become  an integral part of film, as seen from the successes of many
musical  soundtracks  of  popular  movies. Film soundtracks have also produced a
number  of  hit singles worldwide. The growth of the DVD format has demonstrated
an  increased  demand  for  DVD  products.

     Foreign  record  sales account for over one-half of worldwide record sales.
English versions of popular hits have achieved acceptance and success throughout
the  globe.  Examples  are  the  foreign chart successes of such artists as Limp
Bizkit, Destiny`s Child, Linkin Park and many others. Generally, the U.S. record
industry  is  expanding  its  international liaisons through worldwide licenses.

     Music  publishing  rights  serve as an additional and significant source of
earnings  for  record  companies.  Publishing  and  sub-publishing  revenues are
generated  for  each  song  contained  in  an  album,  cassette  or  CD.

THE  FEATURE  FILM  INDUSTRY

     General
     -------

     The  feature  film  industry  encompasses  the  development, production and
distribution of feature-length motion pictures and their subsequent distribution
in  the  home  video,  television and other ancillary markets. The major studios
dominate  the  industry,  some  of  which  have  divisions  that are promoted as
"independent"  distributors  of  motion  pictures,  including:

 -     Universal Pictures, Warner  Bros.  (including New Line Cinema and Castle
       Rock  Entertainment);
 -     Twentieth Century Fox, Sony Pictures Entertainment (including Columbia
        Pictures and Columbia Tristar Motion Picture Group);
 -     Paramount Pictures;
 -     The Walt Disney Company (including Buena Vista Pictures, Touchstone
       Pictures and Miramax Film Corp.); and
 -     Metro-Goldwyn-Mayer Inc. (including MGM Pictures and United Artists
       Pictures Inc.).

     In  recent years, however, true "independent" motion picture production and
distribution companies have played an important role in the production of motion
pictures  for  the  worldwide  feature  film  market.

                                        9
<PAGE>
     Independent  Feature  Film  Production  and  Financing
     ------------------------------------------------------

     Generally,  independent  production  companies  do  not  have access to the
extensive  capital  required to make feature-length motion pictures, such as the
"blockbuster"  films  produced  by  the major studios. They also do not have the
capital  necessary  to  maintain  the  substantial  overhead  that is typical of
operations  of  major  studios.  Independent  producers  target their product at
specialized  markets  and  usually  produce motion pictures with budgets of less
than  $20  million. Generally, independent producers do not maintain significant
infrastructure.  They  instead hire only creative and other production personnel
and  retain  the  other  elements  required  for  development,  pre-production,
principal  photography  and  post-production  activities on a project-by-project
basis. Also, independent production companies typically finance their production
activities  from  bank  loans,  pre-sales,  equity offerings, co-productions and
joint  ventures  rather than out of operating cash flow. They generally complete
financing  of  an  independent motion picture prior to commencement of principal
photography  to  minimize  the  risk  of  loss.

     Independent  Feature  Film  Distribution
     ----------------------------------------

     Motion picture distribution encompasses the exploitation of motion pictures
in  theatres  and  in  markets,  such  as  home DVD and video, pay-per-view, pay
television,  free television and ancillary markets, such as hotels, airlines and
streaming  films  on  the  Internet. Independent producers do not typically have
distribution  capabilities.  Instead,  these  producers  rely  on  advances from
domestic  and  international  distributors  who  approve  their  projects before
production  commences,  as  well  as  profit  sharing or equity arrangements for
individual  projects.  Generally, the local distributor in any country or region
will  acquire  distribution  rights  for  a  motion  picture from an independent
producer using one or more of these methods. The local distributor will agree to
advance  the  producer a non-refundable minimum guarantee. The local distributor
will  then  generally receive a distribution fee of between 20% and 35% of gross
receipts,  while the producer will receive a portion of gross receipts in excess
of  the  distribution  fees,  distribution  expenses  and  monies  retained  by
exhibitors.  The local distributor and theatrical exhibitor generally will enter
into  an arrangement providing for the exhibitor`s payment to the distributor of
a percentage of the box-office receipts for the exhibition period, generally 40%
to  50%,  depending  upon  the  success  of  the  motion  picture.

COMPETITION

     The  recorded  music,  motion  picture, and music publishing industries are
highly  competitive.  We  will compete with other companies for artists, airtime
and  space  in  retail outlets.  We are not at present, and do not expect in the
foreseeable  future, to be a significant participant in the marketplace. We face
competition  from  companies  within  the  entertainment  business  and  from
alternative  forms  of  leisure  entertainment, such as travel, sporting events,
outdoor  recreation  and  other  cultural  activities. We compete with the major
media  and  entertainment  companies  and  studios,  numerous independent motion
picture, recorded  music,  music publishing and television production companies,
television  networks  and pay television systems for the acquisition of literary
and  film  properties,  the services of performing artists, directors, producers
and  other  creative  and  technical  personnel  and  production  financing.  In
addition,  our  music  and  motion  picture  productions  compete  for  audience
acceptance  and  exhibition  outlets with music and motion pictures produced and
distributed  by  other  larger  more  established  companies.  As  a result, the
success  of  any  of  our  recorded  music  products  or  DVD/motion pictures is
dependent not only on the quality and acceptance of a particular production, but
also  on the quality and acceptance of other competing productions released into
the  marketplace  at  or  near  the  same  time.

     The  entertainment  industry  is  highly  competitive, rapidly evolving and
subject to constant change. Other entertainment companies currently offer one or
more  of  each  of the types of products and services we plan to offer.  Some of
our  competitors in the entertainment market will include AOL Time Warner, Sony,
EMI,  Disney, Viacom and numerous independent companies. Some of our competitors
in  the  music business will include Motown, WEA, Universal, Interscope, BMG and
EMI.  We  expect  that  our  film  business  will  compete with well-established
companies,  including  MGM,  Dreamworks,  AOL  Time  Warner and numerous smaller
independent companies, which produce, develop or market films, DVD`s, television
and  cable  programming.

EMPLOYEES

     As of October 31, 2002 we had one full-time employee in our operations.  We
use and plan to continue using independent consultants, producers, professionals
and  contractors  on  an as needed basis. Upon obtaining financing, we will hire
additional employees in connection with the production of our recorded music and
film productions. We believe that our employee and labor relations are good. Our
full-time employee is not a member of any union. On film projects, we may employ
members  of  a  number  of  unions,  including  the  International  Alliance  of
                                       10
<PAGE>
Theatrical  and  Stage  Employees,  the Screen Actors Guild and the Teamsters. A
strike  by  one  or  more  of the unions that provide personnel essential to the
production  of films could delay or halt our ongoing production activities. Such
a  halt or delay, depending on the length of time involved, could cause delay in
our  release  of  new films and thereby could adversely affect our cash flow and
revenues.

RISK FACTORS

     In  addition  to  other  information included in this report, the following
factors  should  be  considered in evaluating our business and future prospects.

     WE  NEED  TO  OBTAIN  FINANCING  IN  ORDER  TO  CONTINUE  OUR  OPERATIONS.

     On  a  prospective  basis,  we  will  require both short-term financing for
operations  and  long-term  capital  to  fund  our  expected  growth. We have no
existing  bank  lines  of  credit  and  have  not  established  any  sources for
additional  financing.  Based  on  our  current operating plan, we will not have
enough  cash to meet our anticipated cash requirements through February 28, 2004
if  we  do  not  raise  at least $5,000,000 from the sale of our securities.  We
currently  do  not  have arrangements with respect to, or sources of, additional
financing.  Additional  financing  may  not be available to us, or if available,
then  it  may  not  be  available upon terms and conditions acceptable to us. If
adequate  funds  are  not available, then we may be required to delay, reduce or
eliminate  product development or marketing programs. The entertainment industry
is  rapidly  evolving.  Our  inability to take advantage of opportunities in the
industry  because  of capital constraints may have a material adverse effect on
our business  and  our  prospects.

     WE  HAVE  APPROXIMATELY  $1,930,000  IN  INDEBTEDNESS;  IF WE ARE UNABLE TO
SATISFY  THIS  INDEBTEDNESS,  THEN  OUR  BUSINESS  WILL  BE  ADVERSELY AFFECTED.

     We  presently  have  indebtedness  in  the  aggregate  principal  amount of
approximately  $1,930,000.  Approximately,  $1,100,000  of  this  indebtedness
consists  of  amounts  owed  to  our  Chief Executive Officer pursuant to demand
promissory  notes.  Approximately  $435,000  of  this  indebtedness  consists of
amounts  owed  to  third  party lenders pursuant to promissory notes that mature
subsequent  to  the  date  on  which  we  raise additional financing.  A secured
convertible  promissory  note  in  the  principal  amount of $250,000 matures on
November 30, 2003.  If this convertible promissory note is converted into shares
of  our  common  stock,  then we will no longer have a cash liability related to
this  convertible  promissory  note.  However,  if this lender does not elect to
convert  this  note  into  shares of our common stock and we are unable to repay
this  note at maturity, then the lender has the right to foreclose on our assets
in  order  to satisfy this indebtedness.  Any such action would adversely affect
our  operations.  In  addition,  we  are  presently  in  technical  default on a
$145,000 loan which we received from a bank.  Although we have made all required
payments  under  this loan and the bank has not taken any action with respect to
this  technical  default,  if  the bank elected to exercise its rights under its
security  agreement,  it  could foreclose on our assets in order to satisfy this
indebtedness.  Any  such  action  would  adversely  affect  our  operations.

     WE ARE DEPENDENT ON THE OPERATIONS OF CHARLES STREET, A CO-VENTURE WHICH WE
OPERATE  WITH  SONY  FOR  A  SUBSTANTIAL  PORTION  OF  OUR  REVENUES.

     We  entered  into  a  co-venture agreement with Sony, a major international
entertainment  company.  We  intend  to  release  a  series  of  DVD  films  and
soundtrack  records  in  2003 through this co-venture, Charles Street.  While we
also  plan  to  independently  distribute  records under private labels, we will
depend on Charles Street for a substantial portion of our revenues.  There is no
assurance  that  we will obtain sufficient financing or that Charles Street will
be  funded  sufficiently  to  enable  us  to produce each DVD film and record we
intend  to  release.  Any failure to produce each DVD film and soundtrack record
which  we intend to release will have a material adverse effect on our business,
results  of  operations  and  financial condition.  Pursuant to the terms of the
co-venture  agreement  with  Sony, the final decision regarding whether or not a
particular  film  project or soundtrack is made through Charles Street is in the
discretion  of  Sony.  If  Sony  determines that it does not want to produce our
projects  through  Charles  Street,  then  we  will  be  forced to produce these
projects  independently  and  they will not obtain the benefits of the marketing
and  distribution  support  of  Charles  Street.  It  will be significantly more
difficult for us to produce and distribute such projects.  In addition, pursuant
to  the  co-venture agreement, we will refer recording artists to Charles Street
for  the  production,  marketing  and  distribution of CDs and other recordings.
Sony  has  the  exclusive  right, on an artist-by-artist basis, to require us to
assign  our  contract  rights to work with a recording artist to Charles Street.
Charles  Street  will  then  have  the  exclusive right, throughout the world to
exploit  any  recordings  made by such artists.  If Sony determines that it does
not  wish  to  produce  and  distribute  recordings  made by our artists through
Charles  Street,  then  we  will  be  forced  to  produce  these CDs through our
                                       11
<PAGE>
independent  label  and  distribute  them  through RED, Sony`s independent label
distribution  channel,  and we will not obtain the benefits of the marketing and
distribution support of Charles Street for these projects.  Accordingly, it will
be  more  difficult  for  us  to  produce  and  distribute  such  projects.

     INDEPENDENT  DISTRIBUTORS  WILL  BE  A  SIGNIFICANT  ELEMENT  OF OUR GROWTH
STRATEGY.

     We  will  rely  on  independent  distributors  to  distribute a significant
portion  of  our  entertainment  products  and  services  when  developed.  A
significant  element  of  our  growth  strategy will be to increase the sale and
distribution  of  our  products  and services by expanding our presence in local
markets  and  by  extending  this  network  into  new markets either by internal
growth,  acquisition  or both. We may not be able to develop, recruit, maintain,
motivate, retain and control a network of independent distributors. In addition,
we  have  little  control  over the resources that independent distributors will
devote  to  marketing  our  products and the amount of our competitors` products
that  our  independent  distributors  choose  to  market.  Any  decision  by  a
distributor  to not distribute or promote our products or services or to promote
our  competitors`  products and services could have a material adverse effect on
our  business,  results of operations or financial condition.

     WE  HAVE A LIMITED OPERATING HISTORY UPON WHICH TO BASE AN EVALUATION OF AN
INVESTMENT  IN  OUR  COMMON  STOCK.

     We  have a limited history in the entertainment industry upon which you may
base an evaluation of an investment in our common stock.  On October 2, 2002, we
entered  into  a Share Exchange Agreement with Christopher Schwartz, pursuant to
which we acquired all of the issued and outstanding common stock of Metropolitan
Recording  Inc.  and all of the membership interests of each of Ruffnation Films
and  Snipes  Productions.  Our  strategy  is to become an independent multimedia
entertainment  company.  In  addition  to  operating a music division, recording
studio  division  and  film production company, we plan to establish television,
publishing and management operations.  Prior to entering into the Share Exchange
Agreement,  we  did  not  operate  in the multimedia and entertainment industry.
Accordingly,  we  have  a  limited  history in the industry in which we operate.

     WE  HAVE  A  HISTORY  OF  LOSSES AND EXPECT THAT LOSSES MAY CONTINUE IN THE
FUTURE.

     Our  net  loss  for  the ten months ended October 31, 2002 totaled $890,776
compared  to  a net loss of $355,156 for the fiscal year ended October 31, 2001.
We expect that production and development, marketing and operating expenses will
increase  significantly  during  the  next  several  years.  In order to achieve
profitability,  we  will  need to generate significant revenue. We cannot assure
you  that  we  will  generate  sufficient  revenue  to achieve profitability. We
anticipate  that we will continue to generate operating losses and negative cash
flow  from  operations at least through the end of Fiscal 2003. We cannot assure
you  that  we  will ever achieve, or if achieved, maintain profitability. If our
revenue grows at a slower rate than we anticipate or if our project development,
marketing  and  operating expenses exceed our expectations or cannot be adjusted
accordingly,  our business, results of operation and financial condition will be
materially  adversely  affected.

     SHARES  OF  OUR  COMMON  STOCK  LACK  A  SIGNIFICANT  TRADING  MARKET.

     Shares  of our common stock are not eligible for trading on any national or
regional  exchange.  Our  common  stock  is  eligible  for  trading  in  the
over-the-counter  market on the Over-The-Counter Bulletin Board pursuant to Rule
15c2-11  of  the Securities Exchange Act of 1934. This market tends to be highly
illiquid,  in  part  because  there  is  no  national  quotation system by which
potential  investors  can  trace  the  market  price  of  shares  except through
information received or generated by certain selected broker-dealers that make a
market  in  that  particular  stock.  Pending  approval  from the Securities and
Exchange  Commission,  the  Bulletin  Board  will  be replaced by the BBX, a new
listed  market  for  small companies. The BBX is scheduled to be launched in the
fourth quarter of 2003. The BBX will have qualitative listing standards and many
of  the corporate governance standards required by the NASDAQ Stock Market. Once
the  Bulletin  Board  ceases  operations,  if  we  have  not met the BBX listing
standards and have not transitioned the listing of our securities to the BBX, we
might  have  to quote our securities on the "Pink Sheets", which are less liquid
than  the  Bulletin Board. There are currently no plans, proposals, arrangements
or  understandings  with  any person with regard to the development of a trading
market  in  our  common  stock. There can be no assurance that an active trading
market  in  our common stock will develop, or if such a market develops, that it
will  be sustained. In addition, there is a greater chance for market volatility
for  securities  that  trade  on  the  Bulletin  Board  as opposed to a national
exchange  or  quotation  system.  This  volatility may be caused by a variety of
factors,  including  the  lack  of  readily available quotations, the absence of
consistent  administrative  supervision  of  "bid"  and  "ask"  quotations  and
generally  lower  trading  volume.

                                       12
<PAGE>

     OUR  SUCCESS  WILL  DEPEND  ON  EXTERNAL  FACTORS  IN  THE  MUSIC  AND FILM
INDUSTRIES.

     Operating in the music and film industries involves a substantial degree of
risk.  Each  planned  music  project,  film production is an individual artistic
work,  and  unpredictable  audience  reactions  primarily  determine  commercial
success.  The  commercial  success  of a music project or a film production also
depends  upon:
 -     the quality  and  acceptance of other competing records or films released
       into  the  marketplace  at  or  near  the  same  time;
 -     critical  reviews;
 -     the availability of alternative forms of entertainment and leisure
       activities;
 -     general  economic  conditions;  and
 -     other  tangible  and  intangible  factors.

     Each  of  these  factors  is subject to change and cannot be predicted with
certainty.  There  can  be no assurance that our planned music projects and film
productions  will  obtain  favorable  ratings  or reviews or that consumers will
purchase  our  entertainment  products  and  services.

     OUR  SUCCESS  WILL BE LARGELY DEPENDENT UPON OUR KEY EXECUTIVE OFFICERS AND
OTHER  KEY  PERSONNEL.

     Our  success will be largely dependent upon the continued employment of our
key  executive  officers  and,  particularly,  our  continued  employment  of
Christopher Schwartz.  The loss of Mr. Schwartz`s services would have a material
adverse  effect  on  us.  We believe that our continued success will depend to a
significant  extent upon the efforts and abilities of our executive officers and
our  ability  to  retain  them.  Although  Mr.  Schwartz  has  entered  into  an
employment  agreement  with  us,  and  owns  approximately 51% of our issued and
outstanding  common  stock on an as-converted basis, there is no assurance that
Mr.  Schwartz will continue his employment with us.  Although we believe that we
would  be able to locate a suitable replacement for Mr. Schwartz if his services
were  lost,  we  cannot assure you that we would be able to do so.  In addition,
our  future  operating  results  will  substantially  depend upon our ability to
attract  and  retain highly qualified management, financial, technical, creative
and  administrative  personnel.  Competition  for  highly  talented personnel is
intense  and  can lead to increased compensation expenses.  We cannot assure you
that  we  will  be  able  to  attract and retain the personnel necessary for the
development  of  our  business.

     UNAUTHORIZED  USE OF OUR INTELLECTUAL PROPERTY AND TRADE SECRETS MAY AFFECT
OUR  MARKET  SHARE  AND  PROFITABILITY.

     We  protect  intellectual  property  rights  to  our  productions  through
available  copyright  and  trademark  laws  and  licensing  and  distribution
arrangements  with reputable international companies in specific territories and
media  for  limited durations. Despite these precautions, existing copyright and
trademark  laws  afford  only  limited  practical  protection  in  certain
jurisdictions.  We  may  distribute  our products in some jurisdictions in which
there  is no copyright and trademark protection. As a result, it may be possible
for unauthorized third parties to copy and distribute our productions or certain
portions  or  applications  of  our  intended  productions.  We will rely on our
copyrights,  trademarks,  trade  secrets,  know-how and continuing technological
advancement  to  establish  a  competitive  position in the marketplace. We will
attempt  to  protect  our intellectual property through copyright and agreements
with  future artists and employees. Other companies may independently develop or
otherwise  acquire similar creative materials or gain access to our intellectual
property.  Despite  our  precautions,  there can be no assurance that we will be
able  to  adequately  protect  our intellectual property from competitors in the
future.  In  addition,  litigation  may  be  necessary  in  the  future  to:

  -     enforce  intellectual  property  rights;
  -     to  protect  our  trade  secrets;
  -     to determine the validity and scope of the rights of others; or
  -     to defend against claims of infringement or invalidity.

Any  such  litigation  could  result  in  substantial costs and the diversion of
resources  and  could  have a material adverse effect on our business, operating
results  or  financial  condition.

                                       13
<PAGE>

     PROTECTING  AND  DEFENDING  AGAINST INTELLECTUAL PROPERTY CLAIMS MAY HAVE A
MATERIAL  ADVERSE  EFFECT  ON  OUR  BUSINESS.

     From  time to time, we may receive notice that others have infringed on our
proprietary rights or that we have infringed on the intellectual property rights
of  others.  There  can  be  no assurance that infringement or invalidity claims
will  not  materially  adversely  effect  our  business,  financial condition or
results  of  operations.  Regardless  of  the  validity  or  the  success of the
assertion of claims, we could incur significant costs and diversion of resources
in  protecting  or defending against claims, which could have a material adverse
effect  on  our  business,  financial  condition  or  results  of  operations.

     PIRACY,  ILLEGAL  DUPLICATION OF CDS AND DVDS AND FILE SHARING OF MUSIC AND
FILM  PRODUCTS  OVER  THE  INTERNET  MAY  HAVE  A MATERIAL ADVERSE EFFECT ON OUR
BUSINESS.

     Our  ability to compete depends in part on the successful protection of our
intellectual  property,  including  our  music  and  film  productions.  Piracy,
illegal  duplication  and  Internet  peer-to-peer file sharing of music and film
products  has had an adverse effect on the entertainment industry as a whole. If
new  legislation  aimed  at  protecting  entertainment companies against piracy,
illegal  duplication  and  Internet peer-to-peer file sharing is not enacted and
enforced,  and  we  are  unable  to  protect our music and film productions from
piracy,  illegal  duplication  and Internet peer-to-peer file sharing, then such
continued  activities  may  have  a  material  adverse  effect  on our business.

     OUR  SUCCESS  WILL  DEPEND  ON  OUR  ARTISTS.

     We plan to enter into film and recording contracts with several artists. We
cannot  assure  you  that we will be able to retain the artists we plan to enter
contracts with or that we will be able to attract additional artists. We may not
be  able  to  develop our artists successfully or in such a manner that produces
significant  sales.  Furthermore,  each  film  and  recording  is  an individual
artistic  work,  the  public  acceptance  of  which  cannot be known in advance.
Accordingly,  we  cannot  assure  you  that  any  film or record released by any
particular  artist  will  experience  financial  success.  In  addition,  if any
particular artist experiences success, we cannot predict the timing or longevity
of  such  success  or  the  extent  of  the popularity of any particular artist.

     WE  WILL  DEPEND  ON  THE  CONTINUED  POPULARITY  OF  URBAN  MUSIC.

     We  plan  to  produce  records  in  multiple  genres  of  music  including
neo-classical  soul and hip-hop.  Our proposed artists will be primarily in this
segment  of  the  market.  If tastes move away from this type of music and we do
not  develop  any  alternatives,  then  we  may  not  be  able  to  sell  enough
entertainment  products and services to be profitable.  Although we believe that
this  sector  will  continue  to  grow,  consumer  taste  is  unpredictable  and
constantly  changing, and we cannot predict with any certainty that this segment
will  continue  to  remain  popular.

     OUR GROWTH AS A MULTIMEDIA ENTERTAINMENT COMPANY DEPENDS ON THE SUCCESS AND
INCREASED  USE  OF  ENTERTAINMENT  PRODUCTS  AND  SERVICES.

     The  entertainment  products  and  service  market is rapidly evolving. The
demand  and  market acceptance of our planned products and services is uncertain
and  subject  to  a  high  degree  of  risk. In order for certain of our planned
entertainment  products  and  services  to  be  successfully  accepted  in  the
marketplace,  the  production  and  content  of  our  entertainment products and
services  must  be accepted as a viable alternative to traditional entertainment
products  and  services.  Because  these  markets may be new and evolving, it is
difficult  to  predict the size of the market and its growth rate. If the market
for  our  entertainment  products and services fails to develop or develops more
slowly  than  we  anticipate,  we will not be able to generate revenues from our
entertainment  products  and services at the rate we anticipate. In addition, if
demand  for  our  entertainment  products  and  services  grows too quickly, our
infrastructure  may  not  be  able  to  support the demands placed on us by this
growth  and  our  performance  and  reliability  may  decline.

     WE  WILL BE IN COMPETITION WITH COMPANIES THAT ARE LARGER, MORE ESTABLISHED
AND  BETTER  CAPITALIZED  THAN  WE  ARE.

     The  entertainment  industry  is  highly  competitive, rapidly evolving and
subject to constant change. Other entertainment companies currently offer one or
more  of  each  of  the  products  and  services  we  plan to offer. Some of our
competitors in the entertainment market will include AOL Time Warner, Sony, EMI,
Disney  and  Viacom.  Some of our competitors in the music business will include
Motown,  WEA,  Universal,  Interscope, BMG, EMI and numerous smaller independent
companies.  We  expect that our film business will compete with well-established


                                       14
<PAGE>
companies,  including  MGM,  Dreamworks and AOL Time Warner and numerous smaller
independent companies, which produce, develop or market films, DVD`s, television
and  cable  programming.  Many  of  our  competitors  have:

  -     greater financial, technical,  personnel,  promotional  and  marketing
        resources;
  -     longer  operating  histories;
  -     greater  name  recognition;  and
  -     larger  consumer  bases  than  us.

     We believe that existing competitors are likely to continue to expand their
products  and  service  offerings.  Moreover,  because  there  are  few, if any,
substantial  barriers  to  entry,  we  expect that new competitors are likely to
enter  the entertainment market and attempt to market entertainment products and
services  similar  to  our  products and services, which would result in greater
competition.  We  cannot be certain that we will be able to compete successfully
in  the  entertainment,  multimedia,  music,  film,  management  or  television
programming  markets.

     FUTURE  SALES  OF  OUR SECURITIES WILL DILUTE THE OWNERSHIP INTEREST OF OUR
CURRENT  STOCKHOLDERS.

     We  expect  to  sell  our  equity  securities  in  order to raise the funds
necessary  to  fund  our  operations.  Any  such  transactions  will involve the
issuance of our previously authorized and unissued securities and will result in
the  dilution  of  the  ownership  interests  of  our  present  stockholders.

     WE MIGHT EXPAND THROUGH ACQUISITIONS WHICH MAY CAUSE DILUTION OF OUR COMMON
STOCK  AND  ADDITIONAL  DEBT  AND  EXPENSES.

     Any  acquisitions  of  other  companies  which  we  complete  may result in
potentially  dilutive  issuances  of our equity securities and the incurrence of
additional  debt,  all  of  which  could  have  a material adverse effect on our
business,  results  of  operations  and  financial  condition.  We  plan to seek
acquisitions  and  joint ventures that will complement our services, broaden our
consumer  base  and  improve  our  operating efficiencies.  Acquisitions involve
numerous  additional  risks,  including  difficulties in the assimilation of the
operations,  services, products and personnel of acquired companies, which could
result  in  charges  to  earnings  or  otherwise  adversely affect our operating
results.  There  can  be  no  assurance  that  acquisition  or  joint  venture
opportunities  will  be  available,  that  we  will  have  access to the capital
required  to  finance  potential  acquisitions, that we will continue to acquire
businesses  or  that  any  acquired  businesses  will  be  profitable.

     OPERATING  INTERNATIONALLY  MAY  EXPOSE  US TO ADDITIONAL AND UNPREDICTABLE
RISKS.

     We  intend  to  enter  international markets to expand sales of our planned
entertainment  products  and  to market our entertainment products and services.
International  operations  are  subject  to  inherent  risks,  including:

  -     potentially  weaker  intellectual  property  rights;
  -     changes  in  laws  and  policies  affecting  trade;
  -     difficulties in obtaining foreign licenses;
  -     changes in regulatory requirements;
  -     instability of foreign economies and governments;
  -     instances of war or terrorists activities;
  -     unexpected changes in regulations and tariffs;
  -     fluctuations in the value of foreign currencies;
  -     intricate investment and tax laws, including laws and policies relating
        to the repatriation of funds and to withholding taxes; and
  -     uncertain market acceptance and difficulties in marketing efforts due
        to language and cultural differences.

Due  to  these  risks,  operating in international markets could have a material
adverse  effect  on  our  future  business,  results  of operations or financial
condition.

                                       15
<PAGE>

     OUR  SHARES  OF  COMMON  STOCK  ARE  SUBJECT  TO  PENNY  STOCK  REGULATION.

     Holders  of  shares  of  our common stock may have difficulty selling those
shares  because  our  common  stock  will probably be subject to the penny stock
rules.  Shares  of  our  common  stock  are  subject  to  rules  adopted  by the
Securities  and  Exchange  Commission  that  regulate broker-dealer practices in
connection  with  transactions  in  "penny  stocks".  Penny stocks are generally
equity  securities  with  a price of less than $5.00 which are not registered on
certain  national  securities exchanges or quoted on the NASDAQ system, provided
that  current price and volume information with respect to transactions in those
securities is provided by the exchange or system.  The penny stock rules require
a  broker-dealer,  prior  to a transaction in a penny stock not otherwise exempt
from those rules, to deliver a standardized risk disclosure document prepared by
the  Securities  and  Exchange  Commission,  which  contains  the  following:

-    a  description  of  the  nature  and  level of risk in the market for penny
     stocks  in  both  public  offerings  and  secondary  trading;
-    a description of the broker`s or dealer`s duties to the customer and of the
     rights  and remedies available to the customer with respect to violation to
     such  duties  or  other  requirements  of  securities  laws;
-    a  brief,  clear, narrative description of a dealer market, including "bid"
     and  "ask"  prices  for  penny  stocks  and  the significance of the spread
     between  the  "bid"  and  "ask"  price;
-    a  toll-free  telephone  number  for  inquiries  on  disciplinary  actions;
-    definitions  of  significant  terms  in  the  disclosure document or in the
     conduct  of  trading  in  penny  stocks;  and
-    such  other information and is in such form (including language, type, size
     and  format),  as  the  Securities and Exchange Commission shall require by
     rule  or  regulation.

Prior  to  effecting any transaction in penny stock, the broker-dealer also must
provide  the  customer  with  the  following:

-    the  bid  and  offer  quotations  for  the  penny  stock;
-    the  compensation  of  the  broker-dealer  and  its  salesperson  in  the
     transaction;
-    the  number  of  shares  to  which  such bid and ask prices apply, or other
     comparable  information  relating  to the depth and liquidity of the market
     for  such  stock;  and
-    monthly  account  statements  showing  the market value of each penny stock
     held  in  the  customer`s  account.

In  addition, the  penny  stock  rules require that, prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special  written determination that the penny stock is a suitable investment for
the  purchaser and receive the purchaser`s written acknowledgment of the receipt
of  a  risk  disclosure statement, a written agreement to transactions involving
penny  stocks,  and  a signed and dated copy of a written suitability statement.
These  disclosure  requirements  may  have  the  effect  of reducing the trading
activity  in  the secondary market for a stock that becomes subject to the penny
stock  rules.

     BUDGET  OVERRUNS  MAY  ADVERSELY  AFFECT  OUR  BUSINESS.

     Actual  music  projects  or  film production costs may exceed their budget,
sometimes  significantly.  Risks  such as labor disputes, death or disability of
star  performers,  rapid  high technology changes relating to special effects or
other  aspects  of  production, shortages of necessary equipment, damage to film
negatives,  master  tapes and recordings or adverse weather conditions may cause
cost  overruns  and  delay  or  frustrate completion of a production. If a music
project  or film production incurs substantial budget overruns, then we may have
to  seek  additional  financing from outside sources to complete production.  We
cannot  assure you that such financing will be available to us, or if available,
whether such funds will be available to us on acceptable terms.  In addition, if
a music project or film production incurs substantial budget overruns, there can
be no assurance that such costs will be recouped, which could have a significant
impact  on  our  business,  results  of  operations  or  financial  condition.

     OUR  OPERATING  RESULTS  MAY  FLUCTUATE  SIGNIFICANTLY.

     We  expect that our future operating results may fluctuate significantly as
a  result  of  the  following:

                                       16
<PAGE>

-     the  timing  of  domestic  and  international  releases  of  future  music
      projects,  or  films  we  produce;
-     the  success  of  our  future  music  projects  or  films;
-     the timing of the release of related products into their respective
      markets;
-     the costs to distribute and promote the future music projects and films;
-     the success of our distributors in marketing our future music projects and
      films;
-     the timing of receipt of proceeds generated by the music projects, and
      films from distributors;
-     the introduction of new music projects, and films by our future
      competitors;
-     the timing and magnitude of operating expenses and capital expenditures;
-     the level of unreimbursed production costs in excess of budgeted maximum
      amounts;
-     the timing of the recognition of advertising costs for accounting purposes
      under generally accepted accounting principles; and
-     general economic conditions, including continued slowdown in advertiser
      spending.

As  a  result,  we  believe  that  our  results  of  operations  may  fluctuate
significantly,  and it is possible that our operating results could be below the
expectations  of  investors.

     WE  DO  NOT  INTEND  TO  PAY  CASH DIVIDENDS ON OUR SHARES OF COMMON STOCK.

     The  future  payment of dividends will be at the discretion of our Board of
Directors  and  will  depend  on our future earnings, financial requirements and
other  similarly  unpredictable  factors.  For  the  foreseeable  future,  it is
anticipated that any earnings which may be generated from our operations will be
retained  by  us to finance and develop our business and that dividends will not
be  paid  to  shareholders.

ITEM 2.     DESCRIPTION OF PROPERTY

     Our  corporate  headquarters is  located at 101 Charles Drive, Bryn Mawr,
Pennsylvania 19010 and occupies approximately 7,200 square feet of space under a
lease  agreement  that  expires  on August 31, 2004.  Metropolitan subleases the
premises at cost from an unaffiliated entity controlled by Christopher Schwartz.
We  believe  that  our  current  facilities are adequate to conduct our business
operations  for the foreseeable future. We believe that we will be able to renew
this  lease  on  similar  terms  upon  expiration.  If we cannot renew the lease
agreement,  we  believe  that  we could find other suitable premises without any
material  adverse  impact  on  our  operations.

ITEM 3.     LEGAL PROCEEDINGS

     We  know  of no actual, threatened or pending legal proceedings to which we
or  any  of  our  subsidiaries  are  a  party  which are material or potentially
material,  either  individually  or  in the aggregate. We are from time to time,
during  the  normal  course  of  our  business  operations,  subject  to various
litigation  claims  and  legal  disputes.  We  do  not believe that the ultimate
disposition  of  any of these matters will have a material adverse effect on our
consolidated  financial  position,  results  of  operations  or  liquidity.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No  matters  were submitted to a vote of security holders during the fourth
quarter  of  fiscal  year  2002.


                                    PART  II

ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

     Our common stock is currently quoted on the Over-The-Counter Bulletin Board
under  the  symbol  "TMEG".

Market  Information
-------------------

     On  June 14, 2002 our predecessor, US Patriot, Inc., filed Form 8-A12G with
the  Securities  and  Exchange Commission registering shares of our common stock
under  the  Exchange  Act.  Our  shares of common stock were first quoted on the
Over-The-Counter  Bulletin  Board on July 22, 2002. The following table presents
the  high  and  low  bid  prices  per  share  of  our  common  stock  as

                                       17
<PAGE>

quoted  for  the  year  ended October 31, 2002 which information was provided by
NASDAQ Trading and Market Services. All amounts have been retroactively adjusted
to  reflect  a  14-for-1  forward  stock split that occurred on October 7, 2002.

Fiscal  Year  ended  October  31,  2002
-----------------------------------------------------
Quarter  ended:          High  Bid       Low  Bid
                        --------------  -------------
 July 31, 2002                   --         --
 October 31, 2002              1.45        .05

The  above  quotations  reflect  inter-dealer  prices,  without  retail mark-up,
markdown  or  commission  and may not reflect actual transactions.  On March 13,
2003, the  closing  bid  price  for  our  common  stock  was  $1.15  per  share.

Holders
-------

     As  of  February  28,  2003  we had 31 stockholders of record of our common
stock.  Such number of record holders was derived from the records maintained by
our  transfer  agent,  Stocktrans,  Inc.

Dividends
---------

     To  date, we have not declared or paid any cash dividends and do not intend
to  do so for the foreseeable future.  We intend to retain all earnings, if any,
to  finance  the  continued  development of our business.  Any future payment of
dividends will be determined solely in the discretion of our Board of Directors.

Securities  Authorized  for  Issuance  Under  Equity  Compensation  Plans
-------------------------------------------------------------------------

     On  October  9, 2002, pursuant to the Employment Agreement which we entered
into  with  Christopher  Schwartz, we granted Christopher Schwartz the option to
purchase  up to 5,786,707 shares of our common stock pursuant to Section 4(2) of
the  Securities  Act.  The exercise price per share of these options is equal to
the  closing  price of our common stock on the respective dates that the options
vest,  as  follows:

     -    750,000  shares  vested upon the commencement of Christopher Schwartz`
          employment  on  October  9,  2002;
     -    825,000  shares  vest  on  October  9,  2003;
     -    907,500 shares vest on October 9, 2004;
     -    998,250 shares vest on October 9, 2005;
     -    1,098,075 shares vest on October 9, 2006; and
     -    1,207,882  shares  vest  on  October  9,  2007.

     In  order  to  exercise each tranche of these options, Mr. Schwartz must be
employed  by  us  on  the  respective  date  that  each  such  tranche  vests.

     There were no  other  securities  authorized  for  issuance  under  equity
compensation  plans  at  February  28,  2003.

Recent  Sales  of  Unregistered  Securities  and  Use  of  Proceeds
-------------------------------------------------------------------

     On  October  2,  2002, pursuant to the Share Exchange Agreement and Plan of
Reorganization,  we issued 8,000,000 shares of common stock and 1,000,000 shares
of  Series  A  Convertible  Preferred  Stock,  $.0001  par  value  per share, to
Christopher  Schwartz pursuant to Rule 506 promulgated under the Securities Act.
Each share of Series A Convertible Preferred Stock is convertible into 10 shares
of  common  stock at the option of the holder and is entitled to 10 votes in all
matters  submitted  to  a  vote  of  our  stockholders.

     On  November 1, 2002, we entered into a loan agreement pursuant to which we
borrowed  $250,000  from  Gemini  Growth Fund, LP ("Gemini"), a Delaware limited
partnership.  In  connection  with  this loan, we issued to Gemini a 14% secured
convertible promissory note in the principal amount of $250,000 and a warrant to
purchase  62,500  shares  of  our  common  stock pursuant to Section 4(2) of the
Securities  Act.  Our  obligation  to  repay  the  note is secured by a security
interest  granted  to  the  lender covering substantially all of our assets. The
note  matures  on  November  30,  2003, however we have the option to redeem the
principal  amount  of  the  note at no premium at any time prior to the maturity
date. Gemini has the option to convert the principal amount of the note plus all
accrued  interest into shares of our common stock at a conversion price of $1.00
per share. The warrants expire on October 30, 2007 and have an exercise price of
$1.50  per  share, subject to antidilution and price adjustments pursuant to the

                                       18
<PAGE>
agreements.  We  paid loan commitment and origination fees of 1% ($2,500) and 4%
($10,000),  respectively.  Interest  is  payable in cash unless Gemini elects to
have  the  interest paid in shares of our common stock. As described in the loan
covenants, we are required to comply with various financial and other covenants.
Any failure to comply with such covenants may be deemed a default on the loan by
Gemini.  Under  the terms of the loan agreement, we are required to register for
Gemini  the resale of the shares of common stock issuable upon conversion of the
note  or  exercise  of  the  warrants,  within  180 days of the date of the loan
agreement.  If  the common stock is not fully registered within 180 days, at the
option  of  Gemini,  we  are  subject  to a monthly penalty of .1% shares of our
common  stock  then  outstanding computed on a fully diluted basis per day until
the  shares  are  registered.

     In  November  2002  we  issued  a Stock Purchase Warrant to purchase 33,400
shares  of  our common stock at an exercise price of $1.50 per share pursuant to
Section  4(2)  of  the  Securities Act to Frank Eiffe in exchange for consulting
services.  The  Warrant is exercisable for five years and the holder is entitled
to  piggyback  registration  rights.

     In  November  2002  we  issued  a Stock Purchase Warrant to purchase 66,600
shares  of  our common stock at an exercise price of $1.50 per share pursuant to
Section  4(2)  of  the  Securities  Act  to Dr. Wolfgang Moelzer in exchange for
consulting services. The Warrant is exercisable for five years and the holder is
entitled  to  piggyback  registration  rights.

     In  December  2002  we  issued  a Stock Purchase Warrant to purchase 50,000
shares  of  our common stock at an exercise price of $1.50 per share pursuant to
Section  4(2)  of  the  Securities  Act  to BKB Boston K Burg Management GmbH in
exchange  for consulting services. The Warrant is exercisable for five years and
the  holder  is  entitled  to  piggyback  registration  rights.

ITEM 6.     MANAGEMENT`S DISCUSSION AND ANALYSIS

     The  following  discussion  and  analysis  of  our  financial condition and
results  of  operations  should  be  read  in  conjunction with our consolidated
financial statements and related notes appearing elsewhere in this report.  This
discussion  and analysis contains forward-looking statements that involve risks,
uncertainties,  and  assumptions.  The actual results may differ materially from
those  anticipated  in  these  forward-looking statements as a result of certain
factors,  including  but  not  limited  to  the  risks discussed in this report.

HISTORY  OF  THE  COMPANY
-------------------------

     We  are a Delaware corporation whose common stock is eligible for quotation
on  the  Over-The-Counter Bulletin Board Trading System under the symbol "TMEG".
From  the  date  of our formation on October 2, 2000 through October 1, 2002, we
were  engaged  in  the  business  of  manufacturing mens` and boys` furnishings.
During  this  period, our name was US Patriot, Inc. and we were a South Carolina
corporation.

     On  October 2, 2002, we entered into a Share Exchange Agreement and Plan of
Reorganization with Christopher Schwartz pursuant to which Mr. Schwartz tendered
to  us all of the capital stock of Metropolitan, a Pennsylvania corporation that
operates  a  recording  studio in Philadelphia, PA, and also owns (i) all of the
membership  interests  of  Ruffnation  Films,  a  Pennsylvania limited liability
company  that  operates  a film company in Philadelphia, PA, and (ii) all of the
membership interests of Snipes, a Pennsylvania limited liability company that is
the  producer of Snipes, the first full length film project of Ruffnation Films.
These  securities  were  tendered  to  us in exchange for 8,000,000 newly issued
shares  of  our  common  stock and 1,000,000 newly issued shares of our Series A
Convertible  Preferred Stock. Each share of Series A Convertible Preferred Stock
is convertible by Mr. Schwartz into ten shares of common stock at any time. Each
share  of Series A Convertible Preferred Stock is entitled to 10 votes per share
and  will  not  be  entitled  to  dividends  or interest. The shares of Series A
Convertible  Preferred  Stock  will have a liquidation preference over shares of
our  common  stock.

     In  connection with the share exchange transaction, all of our officers and
directors  resigned  and  Mr.  Schwartz  was elected as a member of our Board of
Directors.  In addition, Mr. Schwartz was appointed as our President and entered
into  a  five-year  employment  agreement  with  us.

     The  share exchange transaction was accounted for as a reverse acquisition.
Although  we  were  the  legal  acquirer  in  the  share  exchange  transaction,
Metropolitan  was  the  accounting  acquirer  since  its shareholders acquired a
majority  ownership  interest  in  our  company.  Consequently,  the  historical
financial information included in the financial statements prior to October 2002

                                       19
<PAGE>

is  that of Metropolitan. All significant intercompany transactions and balances
have  been  eliminated.  Pro  forma  information  is  not presented as the share
exchange  is  a  recapitalization  and  not  a  business  combination.

     On  November  18,  2002, our shareholders approved a redomestication merger
pursuant  to  which  we  were merged with and into TriMedia Entertainment Group,
Inc., a wholly owned subsidiary of US Patriot, Inc. that was incorporated in the
State  of  Delaware.  On  November  22,  2002,  the  redomestication  merger was
consummated  and  we  became  a  Delaware  corporation.

     Pursuant  to  Rule  12g-3(a)  under the Exchange Act, we were the successor
issuer  to  US  Patriot, Inc. for reporting purposes under the Exchange Act, and
our  common  stock  is  deemed to be registered pursuant to Section 12(g) of the
Exchange Act.

     On  December  3,  2002, our trading symbol on the Over-The-Counter Bulletin
Board  was  changed  from  "USPA"  to  "TMEG".

     Due  to  the  fact  that Metropolitan has adopted our fiscal year ending on
October 31, our consolidated financial statements include a Consolidated Balance
Sheet  dated  as  of October 31, 2002 and a Consolidated Statement of Operation,
Consolidated  Statement  of Stockholders` Equity and a Consolidated Statement of
Cash  Flows  for  the  ten-month period ended October 31, 2002. Accordingly, the
Results  of  Operations  set  forth below compares our operating results for the
twelve-month  period  ended  December  31, 2001 to our operating results for the
ten-month  period  ended  October 31, 2002. Our results of operations for Fiscal
2002  reflect  our  current  business  operations,  film  and  music.

     Please  also  refer to the information in notes 1 and 2 to the consolidated
financial  statements.  The  following discussion and analysis should be read in
conjunction  with  the  consolidated  financial statements and the related notes
thereto  included  in  this  Form  10-KSB.

CRITICAL  ACCOUNTING  POLICIES
------------------------------

     In  presenting  our  financial  statements  in  conformity  with accounting
principles  generally  accepted  in  the  United States, we are required to make
estimates  and assumptions that affect the amounts reported therein.  Several of
the estimates and assumptions we are required to make relate to matters that are
inherently uncertain as they pertain to future events.  However, events that are
outside  of  our  control  cannot  be  predicted  and,  as  such, they cannot be
contemplated  in  evaluating  such  estimates  and  assumptions.  If  there is a
significant unfavorable change to current conditions, it will likely result in a
material  adverse  impact  to  our consolidated results of operations, financial
position  and  in  liquidity.  We  believe that the estimates and assumptions we
used  when  preparing our financial statements were the most appropriate at that
time.  Presented  below  are  those  accounting policies that we believe require
subjective and complex judgments that could potentially affect reported results.

     Revenue  Recognition
     --------------------

     We  recognize revenue from the sale or licensing of films and nonrefundable
minimum  guarantees  from customers upon meeting all recognition requirements of
Statement of Position ("SOP") 00-2, "Accounting by Producers or Distributors of
Films".  According  to  SOP 00-2, an entity should recognize revenue from a sale
or licensing arrangement of a film when all of the following conditions are met:
Persuasive  evidence  of a sale or licensing arrangement with a customer exists;
the  film  is complete and, in accordance with the terms of the arrangement, has
been  delivered  or  is  available for immediate and unconditional delivery; the
license  period  of  the  arrangement  has  begun and the customer can begin its
exploitation, exhibition, or sale; the arrangement fee is fixed or determinable;
and  collection  of the arrangement fee is reasonably assured. If we do not meet
any  one  of  the  preceding  conditions, then we will defer recognizing revenue
until  all  of  the  conditions  are  met.

     Capitalized  Film  Costs
     ------------------------

     Costs  of  making  motion picture films that are produced for sale to third
parties  are stated at the lower of cost, less accumulated amortization, or fair
value.  In accordance with SOP 00-2, we expense film costs based on the ratio of
the  current  period  gross  revenues to estimated total gross revenues from all
sources  on  an  individual  production  basis.

                                       20
<PAGE>

     Artist  Compensation  Costs
     ---------------------------

     The  amount  of  royalties  earned  by artists, as adjusted for anticipated
returns,  is  charged  to  expense in the period in which the sale of the record
takes  place.  Advance royalty paid to an artist is reported as an asset only if
the past performance and current popularity of the artist to whom the advance is
made provide a sound basis for estimating that the amount of the advance will be
recoverable from future royalties earned by the artist. Capitalized advances are
charged to expense as subsequent royalties are earned by the artist. Any portion
of  capitalized  advances  that  appear  not to be fully recoverable from future
royalties  to be earned from the artist are charged to expense during the period
in  which  the  loss  becomes  evident.

RESULTS  OF  OPERATIONS
-----------------------

Ten Months Ended October 31, 2002 (Fiscal 2002) vs. Year Ended December 31, 2001
(Fiscal  2001)

     We  incurred a Net Loss of $890,776 ($0.03 per share) in Fiscal 2002 on Net
Revenues  of $65,353 compared to a Net Loss of $355,156 ($0.01 per share) on Net
Revenues  of  $358,106  in  Fiscal  2001.  Net Loss From Operations was $940,776
($0.04  per  share)  in  Fiscal  2002  compared to a Net Loss From Operations of
$355,161  ($0.01  per  share) in Fiscal 2001.  The $585,615 increase in Net Loss
From Operations was primarily due to increased operating expenses related to the
development,  marketing  and production of the film Snipes and professional fees
and  costs  related to merger and negotiation of the co-venture with Sony Music.

     Net  Revenues were $65,353 in Fiscal 2002 as compared to $358,106 in Fiscal
2001,  a decrease of $292,753.  This decrease in Net Revenues primarily resulted
from a $227,742 decrease in Net Revenues from film operations due to a reduction
in  work  on  production of music videos for independent projects while our film
division focused its resources on the production and editing of the film Snipes,
and a reduction in Net Revenues from recording services at our recording studios
due  to  less  rentals  of  studio  time  experienced  in  Fiscal  2002.

     Direct  Costs were $52,546 in Fiscal 2002 as compared to $246,580 in Fiscal
2001,  a  decrease  of  $193,034.  This  decrease  was a result of the decreased
production  fees  and  costs  and related reductions in artist cost and expenses
related to the decrease in Fiscal 2002 of music video projects. Direct Costs are
costs  directly  related  to  the  production  of film or music projects that we
develop  and  include  such items as production fees and costs, artist costs and
expenses,  engineering  services, equipment rentals, studio supplies and support
services.

     Operating Expenses were $953,583 in Fiscal 2002, as compared to $467,687 in
Fiscal  2001,  an  increase  of  $485,896. This increase was primarily due to an
increase  of  $286,253  in  professional  fees for legal and accounting expenses
related  to  the  share  exchange  transaction and negotiation of the Sony Music
co-venture,  an  increase  of  $99,570  in rent and utilities as a result of our
assumption  of  the  lease obligations for the entire corporate headquarters and
related  facilities  in Fiscal 2002, an increase of $87,753 in salary expense in
Fiscal  2002,  and  an increase of $49,583 in consulting expenses related to the
share  exchange  transaction.  Operating  Expenses  are  generally  the costs of
operating  our  business  and  include  salaries,  advertising, professional and
consulting  fees,  rent  and  utilities  and  travel.

     Rental  Income was $50,000 in Fiscal 2002 as compared to $0 in Fiscal 2001.
This  income  was  due  to  payments  that  we received based on a sublease of a
portion  of our corporate headquarters. As of November 1, 2002, we have arranged
for  the sublessee to directly pay the landlord. Accordingly, in Fiscal 2003, we
anticipate that we will no longer record Rental Income and our Rent Expense will
decrease  proportionately.

CHANGES  IN  FINANCIAL  POSITION,  LIQUIDITY  AND  CAPITAL  RESOURCES

     Our  operating activities used cash of $561,695 in Fiscal 2002 and $150,915
in  Fiscal  2001.  The  use  of  cash  from  operations  in  Fiscal 2002 was due
primarily  to  our net loss and an increase in film costs, principally offset by
non-cash  charges for depreciation and amortization, and an increase in accounts
payable  and  amounts  due  to  affiliates.  The  use of cash from operations in
Fiscal  2001  was due primarily to our Net Loss and film costs, partially offset
by  non-cash  charges for depreciation and amortization, interest expense and an
increase  in  accounts  payable  and  amounts  due  to  affiliates.

     Our  investing  activities provided cash of $0 in Fiscal 2002 and used cash
of  $192,429  in  Fiscal 2001.  In Fiscal 2001, this amount was used for capital
expenditures.  No  capital  expenditures  were  incurred  in  Fiscal  2002.

                                       21
<PAGE>

     Our  financing  activities  provided  cash  of  $582,759 in Fiscal 2002 and
$311,239  in  Fiscal 2001. In Fiscal 2002, financing activities provided $25,000
in  cash  through  sales of common stock, $132,981 through loans received from a
principal stockholder, and $435,000 from the issuance of demand notes payable by
Snipes.  In  Fiscal 2001, financing activities provided $278,496 in cash through
various  loans  received  from  third  party  lenders  and $32,743 through loans
received  from  a  principal  stockholder.

     At  October  31, 2002, we had $27,769 in cash. At February 28, 2003, we had
$8,420  in  cash. We do not believe that the amount of cash which we had on hand
at  February  28,  2003 is sufficient to fund our operations through October 31,
2003.  We  have  principally  relied  on  equity  financing  and  loans from our
principal stockholders and third party lenders to fund our operations. We intend
to  obtain  financing  to fund our operations for the next twelve months through
sales  of  our  securities.  We  have had preliminary discussions with a limited
number  of  institutional funding sources, on the basis of which we believe that
funding  can  be  obtained.  However, we are not certain that we will be able to
obtain  additional  financing.  We  believe  that it will be necessary for us to
raise  at  least  $5,000,000  in order to meet our anticipated cash requirements
through February 28, 2004. There can be no assurances that we will be successful
in our efforts to raise this amount of additional financing. We currently do not
have  arrangements  with respect to, or sources of, additional financing. In the
event  that  we  are  unable  to  raise  these  funds  through  the  sale of our
securities, then we will be required to delay our plans to grow our business and
we  will  rely  on  our  net  revenues  to  fund  our  operations.

     We  presently  anticipate  that we will derive a significant portion of our
Net  Revenues in Fiscal 2003 from the sale of the feature film Snipes, which was
released  on DVD/Home Video by Sony on February 25, 2003. We have entered into a
co-venture  agreement  with  Sony  pursuant  to which Sony may advance funds for
manufacturing,  marketing, promotion, production, distribution and other related
expenses  for  film  and  music  projects. Under the terms of the agreement, the
funds  are  considered a loan to Charles Street and are recoverable by Sony from
the  sales  of  products  released by Charles Street. Through February 28, 2003,
Sony  has  advanced  $64,589  to  cover  the costs related to the release of the
DVD/Home  Video.  These advanced funds shall be repaid to Sony from the proceeds
of  the  sale of  the  Snipes DVD/Home Video, as well as a 20% distribution fee,
before  we  are  entitled  to  receive  any of the proceeds from the sale of the
DVD/Home  Video. Accordingly, there can be no assurance that we will receive any
net  revenues  from  the  sale  of  Snipes.

     In  February  2003,  we  received  a  $200,000  advance  from a third party
independent  film  distribution  company  for  the  licensing rights to the film
Snipes  for  television  and  cable  broadcasting.  During  Fiscal 2003, we have
negotiated  the  international licensing rights to the release of the Snipes DVD
and  CD  soundtrack  outside  of  the  United  States  with  Sony. We anticipate
receiving  Net  Revenues  from the television and international licensing rights
during Fiscal 2003. However, there can be no assurance that we will generate Net
Revenues  from  any  of  these  arrangements.

     We  have  entered  into  negotiations  of  agreements  with  licensors  and
distributors  of  our  film  and  music  products  both  domestically  and
internationally.  Pursuant  to  industry  standards, the terms and conditions of
these  agreements  provide  for advances against sales of the respective film or
music product that is licensed or distributed. We use the advances for operating
capital  needs. However in most cases these advances are recoverable from future
sales  of  our products. There is no assurance that the advances that we receive
will  be recoverable from the sale of respective music or film products licensed
or  distributed  domestically  or  internationally.  In  addition,  there  is no
assurance  that  we  will  receive  sufficient  advances  to adequately fund our
operations.

     We  advance  funds  to artists and, in some cases, to independent producers
pursuant  to their respective contracts for acquisition, composition, marketing,
production,  development  or  other related costs. In most cases, these expenses
are  recoverable  from  the artist or independent producer upon the sale of such
party`s  music  or  film  product.  However,  there can be no assurance that the
advances  or  expenses will be recoverable from the artist or producer of a film
or  music  project. We do not presently have any existing obligations to advance
funds  to  any  artists or independent producers and our ability to do so in the
future  is  highly  dependent  on  our  ability  to  raise additional financing.

     Accordingly,  if we are unable to raise $5,000,000 of additional financing,
it is very unlikely that we will be able to fund our operations through February
28,  2004  from  our  net  revenues.

     In  addition,  we  are  presently  in default on the following obligations:

     We  are  presently in technical default on a loan in the original principal
amount  of  $162,000  which  Metropolitan, our subsidiary, received from a bank.
The Current principal balance of the Loan at January 31, 2003 was $145,000.


                                       22
<PAGE>
The  loan  has  a  maturity date of August 2006.  The loan is payable in monthly
installments  of  $1,965,  including accrued interest at a rate of 8% per annum,
with  a lump sum payment due at maturity of $99,858.  The loan is collateralized
by  all assets of Metropolitan and a personal guarantee by Christopher Schwartz.
The loan agreement includes a provision that states that any change of ownership
of  25% or more of the common stock of Metropolitan is an event of default.  The
share  exchange  transaction  resulted  in  a  change in ownership of all of the
issued  and outstanding common stock of Metropolitan.  Accordingly, Metropolitan
is  in technical default of this loan agreement.  Upon default, the bank, at its
option, may increase the interest rate four basis points, demand payment in full
of  the  outstanding  principal  balance  of  the loan plus all accrued interest
thereon,  and  may  hold  Metropolitan  liable  for all collection costs that it
incurs.  Although  the  bank has not notified us that it intends to exercise any
of  these  options, there is no assurance that it will not elect to do so at any
point  in  the  future.  As  we presently do not have sufficient cash on hand to
repay  this  loan,  if the bank elects to demand repayment, then we may be faced
with  its  election to sell a sufficient amount of the assets of Metropolitan to
raise  the  funds  necessary  to  repay this loan.  Any such action would have a
material adverse effect on our operations.  Since Metropolitan did not receive a
waiver  from the bank, the total outstanding amount of this note is reflected as
a  current  liability  in  our  October  31,  2002  Consolidated  Balance Sheet.

     On  September 27, 2002, Snipes received a $25,000 unsecured loan and issued
a  promissory  note  in the principal amount of $25,000 to a third party lender.
This  Promissory  Note accrues interest at the rate of 10% per annum and matured
on  November  11,  2002.

     On  September 30, 2002, Snipes received a $10,000 unsecured loan and issued
a  promissory  note  in the principal amount of $10,000 to a third party lender.
This  Promissory  Note accrues interest at the rate of 10% per annum and matured
on  November  14,  2003.

     We  also  have  other  obligations  which  mature or may mature in the next
twelve  months:

     In  June  2002,  Snipes  received  a $400,000 loan and issued a 25% secured
promissory  note in the principal amount of $400,000 to third party lenders. The
promissory note is secured by a Copyright Royalty and Security Agreement between
the  parties  and  a  second  lien security interest in all of Snipes` ownership
interest  in the motion picture Snipes. This promissory note matures on the date
which is 10 calendar days after the date that we conduct the closing of at least
$5,000,000  in a private  placement  offering of our securities.

     On  November  1, 2002, we borrowed $250,000 from Gemini.  Our obligation to
repay  this  loan  is documented by a 14% secured convertible promissory note in
the  principal  amount of $250,000.  Our obligation to repay the note is secured
by  a  security interest granted to the lender covering substantially all of our
assets.  The  note  matures  on November 30, 2003, however we have the option to
redeem  the  principal amount of the note at no premium at any time prior to the
maturity  date.  Gemini  has  the  option to convert the principal amount of the
note  plus  all accrued interest into shares of our common stock at a conversion
price  of  $1.00  per  share.  Accrued interest is payable in cash unless Gemini
elects to have the interest paid in shares of our common stock.  As described in
the  loan covenants, we are required to comply with various financial covenants.
Any failure to comply with such covenants may be deemed a default on the loan by
Gemini.

     We have received loans in the aggregate principal amount of $1,100,000 from
Christopher  Schwartz,  our Chief Executive Officer, sole director and principal
stockholder.  These  obligations  are  documented by a demand note payable which
accrues  interest  at  the  rate  of  7%  per  annum.

     Accordingly,  approximately  $1,930,000  from  the  net  proceeds  of  any
additional  financing will be used to satisfy our existing loans and obligations
which  have  matured  or  will  mature  in  the  next  twelve  months.

     The  nature  of  our  business  is  such  that significant cash outlays are
required  to  produce  and acquire films, television programs, music soundtracks
and  albums.  However,  Net  Revenues  from  these  projects  are earned over an
extended  period  of time after their completion or acquisition. Accordingly, we
will  require a significant amount of cash to fund our present operations and to
continue  to  grow  our  business.  As  our  operations  grow,  our  financing
requirements  are  expected to grow proportionately and we project the continued
use of cash in operating activities for the foreseeable future. Therefore we are
dependent  on  continued  access  to  external sources of financing. Our current
financing  strategy  is  to  sell  our  equity securities to raise a substantial
amount  of  our working capital. We also plan to leverage investment in film and
music  productions  through  operating  credit  facilities,  co-ventures  and
single-purpose  production  financing.  We plan to obtain financing commitments,
including,  in  some  cases,  foreign  distribution  commitments,  to  cover, on
average,  at  least  50%  of  the budgeted third-party costs of a project before
commencing  production.  We  plan  to  outsource required services and functions
whenever  possible.  We  plan  to  use  independent  contractors  and producers,
                                       23
<PAGE>
consultants and professionals to provide those services necessary to operate the
corporate  and  business  operations  in an effort to avoid build up of overhead
infrastructures, to maintain a flexible organization and financial structure for
productions  and  ventures  and  to  be  responsive  to  business  opportunities
worldwide.  Accordingly,  once  we  raise  at  least  $5,000,000  in  additional
financing,  we  believe  that the net proceeds from that financing together with
cash  flow  from operations, including our share of future film production under
the  Charles  Street  co-venture  with  Sony,  will  be  available to meet known
operational  cash  requirements.  In  addition,  we  believe  that  our improved
liquidity  position  will  enable  us  to  qualify for new lines of credit on an
as-needed  basis.

     These  matters  raise  substantial doubt about our ability to continue as a
going  concern. We will need to raise significant additional funding in order to
satisfy our existing obligations and to fully implement our business plan. There
can  be no assurances that such funding will be available on terms acceptable to
us  or  at  all.  If we are unable to generate sufficient funds, particularly at
least  $5,000,000,  then  we  may  be  forced  to cease or substantially curtail
operations.

     We  do  not  pay and do not intend to pay dividends on our common stock. We
believe  it  to  be  in  the  best  interest  of  our stockholders to invest all
available  cash  in  the  expansion  of  our  business.

ITEM 7.     FINANCIAL STATEMENTS

     Our  consolidated  financial  statements for Fiscal Years 2002 and 2001 and
footnotes  related thereto are included within Item 13(a) of this report and may
be  found  at  pages  F-1 through  F-15.

ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURE

     On  November  19,  2002,  our  Board of Directors approved the dismissal of
Elliott  Davis,  LLC,  the principal accountants previously engaged to audit our
financial  statements.  The  reports  provided  by  Elliott  Davis,  LLC  for US
Patriot,  Inc.  for  the  fiscal year ended October 31, 2001 and the period from
October  2,  2000  (inception)  to  October  31, 2000 did not include an adverse
opinion  or  a  disclaimer  of opinion, and were not qualified or modified as to
uncertainty,  audit  scope,  or  accounting  principles.  During our most recent
fiscal  year  ended  October  31, 2002, and the subsequent period, there were no
disagreements  with  the  former independent auditor on any matter of accounting
principles  or  practices,  financial statement disclosure, or auditing scope or
procedures,  which  disagreement,  if  not  resolved  to the satisfaction of the
former  independent  auditor,  would  have  caused  it  to make reference to the
subject  matter  of  the  disagreement  in  connection  with  its  report.

     On  November  19,  2002,  our Board of Directors approved the engagement of
Cogen Sklar, LLP as the principal accountants to audit our financial statements.
During  our  most  recent  fiscal  year  and the subsequent period prior to such
appointment,  we  had  not  consulted  the  newly  engaged  independent  auditor
regarding  either  the  application  of  accounting  principles  to  a specified
transaction or the type of audit opinion that might be rendered on our financial
statements, nor on any matter that was either the subject of a disagreement or a
reportable  event.


                                    PART  III

ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
            COMPLIANCE WITH 16 (A) OF THE EXCHANGE ACT

     The  following  table  sets  forth  the  names,  ages  and positions of all
directors  and  executive  officers  of  the  Company  and their positions as of
February  28,  2003.

Name                     Age    Current Position(s) with Company
----------------------   ---    -----------------------------------------------
Christopher Schwartz     42     Chief Executive Officer, President, Treasurer
                                and Director

Rich Murray              44     President of Ruffnation Films LLC

Ernest J. Cimadamore     41     Secretary, President of Ruffnation Music, Inc.


                                       24
<PAGE>

All  directors  serve  until  their  successors  are duly elected and qualified.
Vacancies in the Board of Directors are filled by majority vote of the remaining
directors.  The  executive  officers are elected by, and serve at the discretion
of  the  Board  of  Directors.

     A  brief  description of the business experience during the past five years
of  our  director,  our  executive officers and our key employees is as follows:

     CHRISTOPHER  SCHWARTZ,  CHAIRMAN  AND  CEO  - Mr. Schwartz was elected as a
member  of  our  Board  of  Directors  and  was appointed as our Chief Executive
Officer  in  October  2002.  He  is  responsible  for all corporate policies and
revenue  options.  Mr.  Schwartz  began  in  the  music field as a performer and
started  his  experience  in the record industry as a promoter of musical talent
for  clients  such  as Priority and Island Records. He is credited as one of the
first  record  industry executives to `crossover` hip-hop to mainstream pop with
the artist Schooly D. In 1989, he and his partners formed Ruffhouse Records with
a production and distribution deal with Columbia Records, a division of Sony. As
CEO  of  Ruffhouse, he achieved international fame, with multimillion unit album
sales,  Billboard  charting  topping  acts  and success of groups such as Cyprus
Hill,  Kriss  Kross  and  The  Fugees.  The Fugees are credited by the Recording
Industry  Association  of  America with the biggest selling hip-hop album of all
time  by  a  group.  He  is  also  credited  with  discovering and producing the
multi-Grammy  award  winning  artist Lauryn Hill. In 1999, Ruffhouse was sold to
Sony  and  Mr. Schwartz formed Ruffworld Entertainment Group. As Founder and CEO
of  Ruffworld  Entertainment, Mr. Schwartz` vision of a multimedia entertainment
company  developing  music  and  film with musical content was born. Through its
recording  division,  Ruffworld Entertainment established a joint venture record
label  with  Warner Brothers. Its film division recently completed the DVD film,
Snipes,  starring  Nelly,  a  Grammy  award  winning hip-hop artist with over 17
million  album sales. Mr. Schwartz has developed, produced or discovered artists
that  have  achieved over 100 million unit sales and approximately $1 billion in
sales  over  his  career to date. As a leader in the music industry, he has been
recognized by Forbes, The Wall Street Journal, The New York Times, CNN, CNBC and
industry  publications  such  as  Billboard,  Vibe,  Hits,  Rolling  Stone,  The
Hollywood  Reporter  and  The  Source.

     RICHARD  MURRAY,  PRESIDENT  OF  RUFFNATION  FILM  LLC  -  Mr.  Murray  is
responsible  for  overseeing  our  film  operations.  Recently Mr. Murray wrote,
produced  and directed his first feature film, "Snipes," which has been released
through  Ruffnation  Films co-venture with Sony. He has over 15 years experience
as a director, writer and producer of film related products and services. He has
directed  and  produced  over  100  music  videos for such star artists as Kriss
Kross,  Spin  Doctors, The Fugees, Arrested Development, Monica, and Jeff Healy.
With such a diverse list of credits, he is perhaps the only director who has had
a  #1 video in four different genres of popular music. During his 15-year career
as  a music video director, he has earned a reputation for his ability to define
the  essence  of  whatever  type  of  music and artist he has worked with. After
graduating  from  Temple  University  with a B.A. in Communications in 1984, Mr.
Murray  began  his  professional  career  by  directing some of the earliest rap
videos  for  hip-hop  legends  Schooly  D  and  Roxanne  Shante.

     ERNEST  J.  CIMADAMORE, PRESIDENT OF RUFFNATION MUSIC, INC.- Mr. Cimadamore
is  responsible  for our music operations and administration. He has 20 years of
experience  in  the music industry. From 1981 to 1987, Mr. Cimadamore was Senior
Vice President of Philly World Records that was distributed by Atlantic Records,
a  division  of  Time  Warner. He joined Alpha International Records as a Senior
Vice  President  in 1987. Alpha International was a division of a public company
which had a distribution agreement through Polygram Records. He also founded and
operated  his  own  marketing  company.  In  a  two-year period, the company was
responsible  for  25 gold and platinum artist projects for numerous major record
companies,  including  Atlantic,  Elektra,  Sony,  Warner  Bros. and Island. The
company  worked  with  artists  that included Kurupt, Anita Baker, Levert, Keith
Sweat,  and  The  Whispers.  Over  his  20  years  in  the music industry he has
successfully  worked in the areas of operations, distribution, promotion, sales
and  marketing.  During the period from 1991 to 2002, Mr. Cimadamore served as a
corporate  officer  for Clariti Telecommunications International, Ltd., a public
company  based  in  Philadelphia,  Pennsylvania.

There  are  no  family  relationships  among  any  of our directors or executive
officers.

     COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

     Section  16(a)  of  the  Securities  Exchange  Act  requires our directors,
executive  officers  and  persons who are the beneficial owners of more than ten
percent  of  our  common  stock  (collectively, the "Reporting Persons") to file
reports  of  ownership and changes in ownership with the Securities and Exchange
Commission  and  to  furnish  us  with  copies  of  these  reports.

                                       25
<PAGE>

     Prior  to  October 2, 2002, the date of the Share Exchange Agreement, we do
not  believe  that  any  of the prior Reporting Persons made filings required by
Section 16(a) of the Securities Exchange Act.  Based on our review of the copies
of  reports  received by us, and written representations received from Reporting
Persons,  we  believe  that  all  filings  required  to be made by the Reporting
Persons  for the period November 1, 2001 through October 31, 2002 were made on a
timely  basis.

ITEM 10. EXECUTIVE COMPENSATION

     The  following  table  sets  forth  compensation paid or accrued during the
fiscal  year  ended  October 31, 2002 ("Fiscal 2002") to the our Chief Executive
Officer  and  the  most highly compensated executive officers whose total annual
salary  and  bonus  exceeded $100,000 during such fiscal year (collectively, the
"Named  Executives").
                           SUMMARY COMPENSATION TABLE

                                                                     Long-Term
                                                                   Compensation
                                               Annual Compensation    Awards
                                               ------------------- ------------
                                Fiscal Year                         Number of
Name and Principal Position        Ended         Salary    Bonus      Options
----------------------------- ----------------  --------- ------- -------------

Phillips N. Dee, President    October 31, 2002   $67,500      $0             0

Christopher Schwartz          October 31, 2002   $     0      $0     5,786,707
Chief Executive Officer, President
Treasurer

     Phillips  N.  Dee  was  the  President of US Patriot, Inc. until October 2,
2002,  the date on which we consummated the share exchange transaction, on which
date  he  resigned  from office and our Board of Directors appointed Christopher
Schwartz  as  President  and  Chief  Executive  Officer.

     Option  Grants  For  the  Fiscal  Year  Ended  October  31,  2002
     -----------------------------------------------------------------

     Pursuant  to  the  terms  of his Employment Agreement, Christopher Schwartz
received  options  to  purchase  5,786,707  shares  of  our  common stock.  This
constitutes  100% of the stock options granted to employees in fiscal 2002.  The
exercise  price  per share of these options is equal to the closing price of our
common  stock  on  the  respective  dates  that the options vest pursuant to the
Employment  Agreement  as  follows:

 -     750,000 shares  vested  upon  the  commencement  of Christopher Schwartz`
       employment  on  October  9,  2002;
 -     825,000  shares  vest  on  October  9,  2003;
 -     907,500 shares vest on October 9, 2004;
 -     998,250 shares vest on October 9, 2005;
 -     1,098,075 shares vest on October 9, 2006; and
 -     1,207,882 shares vest on the October 9, 2007.

     In  order  to  exercise the options, Mr. Schwartz must be employed by us on
the  option  vesting dates.  The options may be exercised for ten years from the
date  the  options vest.  None of the options have been exercised by Christopher
Schwartz.  The  options  which  have  vested have an exercise price of $1.50 per
share  at  the  vesting  date.  No  additional options were granted to executive
officers  or  employees during Fiscal 2002.  No options were exercised by any of
our  executive  officers  in  Fiscal  2002.

    The  following  table  sets  forth  information  concerning year-end option
values  for  Fiscal  2002  for  the  executive  officers  named  in  our Summary
Compensation  Table  above.  The  value  of  unexercised in-the-money options is
calculated  based  on  the  closing bid price of our common stock on October 31,
2002  of  $1.46.

                                       26
<PAGE>
<TABLE>
<CAPTION>
                          FISCAL YEAR END OPTION VALUES

                                                              Value of Unexercised
              Number of Unexercised Options                   In-the-Money Options
                    at Fiscal Year End                         at Fiscal Year End
-------------------------------------------------------   -------------------------------
    Name                 Exercisable     Unexercisable     Exercisable     Unexercisable
----------------------   -----------    ----------------  -------------    --------------
Christopher  Schwartz     750,000     5,036,707     $0     $0
<S>                        <C>          <C>                  <C>              <C>
</TABLE>
     Long Term Incentive Plans
     -------------------------

     We  currently  do  not  have  any  long-term  incentive  plans.

     Compensation  of  Directors
     ---------------------------

     Our  director  is  not compensated for any services provided as a director.

     Employment  Agreements
     ----------------------

     On  October 9, 2002, we entered into a five-year Employment Agreement with
Christopher  Schwartz.  Pursuant  to  the  terms  of  the  Employment Agreement,
Christopher Schwartz is our Chief Executive Officer and shall be a member of our
Board of Directors. Mr. Schwartz is entitled to receive an annual base salary of
$300,000  and is eligible to receive bonus compensation at the discretion of the
Board  of  Directors  if  certain milestones are met. Pursuant to the Employment
Agreement,  Mr.  Schwartz  is entitled to receive fringe benefits including paid
vacation,  medical insurance, participation in pension, profit sharing and stock
plans,  reimbursement  for  expenses  and  life  insurance. Mr. Schwartz is also
entitled to receive options to purchase 5,786,707 shares of our common stock. If
we  terminate  the  employment of Mr. Schwartz without cause, due to a long term
disability,  or  as  a  result  of  his  death or if Mr. Schwartz terminates his
employment  for  good  reason,  as  such  terms  are  defined  in the employment
agreement, then his right to exercise his stock options shall be accelerated and
all  unvested  options  shall  immediately vest. In addition, if we experience a
merger,  acquisition,  sale of our assets or similar transaction in which we are
not  the  surviving corporation, then all unvested options will immediately vest
unless  such  options  are  assumed  by  the  surviving  corporation.


     Repricing  of  Options
     ----------------------

     We  have  not  adjusted or amended the exercise price of any stock options.

ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
             RELATED STOCKHOLDER MATTERS

     The  following  table  sets  forth,  as  of  February  28,  2003,  certain
information  with  respect  to  beneficial  ownership  of our common stock as of
February  28,  2003  by:

 -     each person known to us to be the beneficial owner of more than 5% of our
       common  stock;
 -     each  of  our  directors;
 -     each of our executive officers; and
 -     all of our executive officers and directors as a group.

Unless  otherwise  specified,  we  believe  that all persons listed in the table
possess  sole  voting  and  investment  power  with respect to all shares of our
common  stock  beneficially  owned by them.  As of February 28, 2003, 25,999,000
shares  of  our  common  stock  were  issued  and  outstanding.


                                   Amount and Nature
Name and Address              of Beneficial Ownership(1)     Percent of Class
----------------------------  --------------------------   --------------------

Christopher Schwartz (2)(5)                  18,725,000          51.0
101 Charles Drive
Bryn Mawr, PA 19019

Ernest Cimadamore (3)                          252,000             *
101 Charles Drive
Bryn Mawr, PA 19019

Richard Murray (4)                                   0             *
101 Charles Drive
Bryn Mawr, PA 19019
                                       27
<PAGE>

Cabo Capital Ltd.                                1,330,000              5.1
4 Temple Building
Prince William and Main Street
Box 822
Charlestown Nevis British Virgin Islands

Capital Growth Trust                             1,310,000              5.0
29 Greystone Park
Lynn, MA  01906

International Corporate Management, Inc.         1,330,000              5.1
2501 Wharton Street
Philadelphia, PA  19146

Starnet Technologies Limited                     1,316,000              5.1
Skelton Building - 4th
Floor Drakes Highway - Box 3444
Road Town Tortola British Virgin Island

All directors and executive officers            18,977,000             51.7
as a group (3 people)(5)
________________
*     Less than one percent.
(1)  Beneficial  ownership  has  been  determined  in accordance with Rule 13d-3
     under the Exchange Act. Unless otherwise noted, we believe that all persons
     named  in  the  table have sole voting and investment power with respect to
     all  shares  of  common  stock  beneficially  owned  by  them.
(2)  Sole  Director,  Chief Executive Officer and President. Includes the amount
     held  in  escrow  for  Christopher  Schwartz  by Erskine, Wolfson & Gibbon.
(3)  President  of  Ruffnation  Music,  Inc.
(4)  President  of  Ruffnation  Films  LLC.
(5)  Also includes 10,000,000 shares of common stock issuable upon conversion of
     1,000,000 shares of Series A Convertible Preferred Stock and 725,000 shares
     of  common  stock  which are issuable upon exercise of vested stock options
     held  by  Mr.  Schwartz.

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

     We have received loans in the aggregate principal amount of $1,100,000 from
Christopher  Schwartz,  our Chief Executive Officer, sole director and principal
stockholder.  These  obligations  are  documented by a demand note payable which
accrues  interest  at  the  rate  of  7%  per  annum.

     Metropolitan  subleases  our  corporate headquarters located at 101 Charles
Drive,  Bryn  Mawr,  Pennsylvania 19010 from an unaffiliated entity owned by Mr.
Schwartz.  Metropolitan pays rent equal to the cost of the lease to this entity.

ITEM 13.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a)     The  following  Exhibits  are  filed  as  part  of  this  report.
Exhibit  Number     Description
---------------     -----------

<TABLE>
<CAPTION>
<S>                  <C>
 Exhibit Number     Description
---------------    ------------
        2.1        Share Exchange Agreement and Plan of Reorganization dated as
                   of October 2, 2002 by and among US Patriot, Inc. and
                   Christopher Schwartz (incorporated by reference to Exhibit
                   1.1 of Current Report on Form 8-K filed on October 18, 2002).
        2.2        Agreement  and Plan of Merger  between US Patriot,  Inc. and TriMedia  Entertainment  Group,  Inc.
                   (incorporated  by reference to  Exhibit 3.4  of Current  Report on Form 8-K  filed on  December 2,
                   2002).
        2.3        Articles of Merger as filed in the State of South Carolina
                   (incorporated by reference to Exhibit 2.1 of Current Report
                   on Form 8-K filed on December 2, 2002).
        2.4        Certificate of Merger as filed in the State of Delaware
                   (incorporated by reference to Exhibit 3.5 of Current Report
                   on Form 8-K filed on December 2, 2002).
        3.1        Certificate of Incorporation of TriMedia  Entertainment Group, Inc.  (incorporated by reference to
                   Exhibit 3.1 of Current Report on Form 8-K filed on December 2, 2002).
        3.2        Certificate  of Amendment of Certificate  of  Incorporation  Before Payment of Capital of TriMedia
                   Entertainment Group, Inc.  (incorporated by reference to Exhibit 3.2 of Current Report on Form 8-K
                   filed on December 2, 2002).

                                       28
<PAGE>
 Exhibit Number     Description
---------------    ------------

        3.3        By-laws of TriMedia  Entertainment  Group,  Inc.  (incorporated  by  reference to  Exhibit 3.3  of
                   Current Report on Form 8-K filed on December 2, 2002).
        4.1        Specimen Stock Certificate.
        4.2        Certificate of Designations of Series A Convertible Preferred Stock of US Patriot, Inc.
       10.1        Employment  Agreement dated as of October 9, 2002 by and between US Patriot,  Inc. and Christopher
                   Schwartz.
       10.2        Co-Venture  Agreement between Sony Music, a Group of Sony Music  Entertainment,  Inc.,  Ruffnation
                   Films, LLC and Christopher Schwartz dated as of September 20, 2002.
       10.3        Loan Agreement by and between TriMedia  Entertainment Group, Inc. and Gemini Growth Fund, LP dated
                   as of November 1, 2002.
       10.4        14% Secured  Convertible  Promissory  Note in the  principal  amount of $250,000  issued to Gemini
                   Growth Fund, LP dated November 1, 2002.
       10.5        Subordinated Agreement by and among TriMedia Entertainment
                   Group, Inc., Christopher Schwartz, SPH Investments, Inc.,
                   Capital Growth Trust, HMA Investment Profit Sharing Plan,
                   Continental Southern Resources, Inc. and Gemini Growth Fund,
                   LP dated as of November 1, 2002.
       10.6        Guaranty by US Patriot, Inc. in favor of Gemini Growth Fund, LP dated as of November 1, 2002.
       10.7        Security  Agreement issued by TriMedia  Entertainment  Group, Inc. to Gemini Growth Fund, LP dated
                   November 1, 2002.
       10.8        Warrants  to  purchase  62,500  shares of common  stock  issued to Gemini  Growth  Fund,  LP dated
                   November 1, 2002.
       10.9        25% Secured Promissory Note in the principal amount of $400,000 by Snipes Productions,  LLC issued
                   to International Travel CD`s, Inc.
      10.10        Copyright and Royalty Security  Agreement dated June 27,  2002 by and between Snipes  Productions,
                   LLC and International Travel CD`s, Inc. dated June 27, 2002.
      10.11        10%  Promissory  Note in the  principal  amount of  $25,000 by Snipes  Productions,  LLC issued to
                   International Travel CD`s, Inc. dated September 27, 2002.
      10.12        10%  Promissory  Note in the  principal  amount of  $10,000 by Snipes  Productions,  LLC issued to
                   International Travel CD`s, Inc. dated September 30, 2002.
      10.13        Assignment and Release Agreement dated October 5,  2002 between  International  Travel CD`s, Inc.,
                   SPH  Investments,  Inc.,  Capital Growth Trust,  HMA  Investments  Profit  Sharing Plan,  Inc. and
                   Continental  Southern Resources,  Inc. relating to the promissory notes in the aggregate principal
                   amount of $435,000 by Snipes  Productions,  LLC issued to International  Travel CD`s, Inc. and the
                   Copyright and Security Agreement.
      10.14        Intercreditor  Agreement by and between Christopher Schwartz and each of Capital Growth Trust, SPH
                   Investments,  Inc., HMA Investments Profit Sharing Plan and Continental  Southern Resources,  Inc.
                   dated October 25, 2002.
      10.15        Stock  Purchase  Warrant to purchase  33,400  shares of common  stock  issued to Frank Eiffe dated
                   November of 2002.
Stock Purchase  Warrant to purchase 66,600 shares of common stock issued to Dr. Wolfgang Moelzer
dated November of 2002.
      10.17        Stock Purchase Warrant to purchase 50,000 shares of common
                   stock issued to BKB Boston K Borg Management GmbH dated
                   December 12, 2002.
      10.18        7% Demand  Promissory Note in the principal amount of $1,100,000 by Ruffnation Films LLC issued to
                   Christopher Schwartz dated May 1, 2002.
      10.19        Security  Agreement  issued by  Ruffnation  Films LLC,  Snipes  Productions  LLC and  Metropolitan
                   Recording Inc. to Christopher Schwartz dated May 1, 2002.
      10.20        8% Promissory Note in the principal amount of $162,000 by Metropolitan  Recording Inc. issued to
                   Founders Bank dated August 21, 2001.
      10.21        Security Agreement issued by Metropolitan Recording, Inc. to Founders Bank dated August 21, 2001.
      10.22        Loan Agreement between Metropolitan Recording Inc. and Founders Bank dated August 21, 2001.

                                       29
<PAGE>
 Exhibit Number     Description
---------------    ------------

         16        Letter on change in certifying accountant from Elliot Davis,
                   LLC (incorporated by reference to Exhibit 16.1 of Current
                   Report on Form 8-K filed November 25, 2002).
         21        Subsidiaries of TriMedia Entertainment Group, Inc.
       99.1        Certification dated March 17, 2003 pursuant to 18 U.S.C.
                   Section 1350 as adopted pursuant to Section 906 of the
                   Sarbanes-Oxley Act of 2002 made by Christopher Schwartz,
                   Chief Executive Officer and Chief Financial Officer.

</TABLE>
         (b) On October 18, 2002 we filed a current Report on Form 8-K reporting
the consummation of the transactions described in the Share Exchange Agreement
and Plan of Reorganization dated as of October 2, 2002 by and among US Patriot,
Inc. and Christopher Schwartz.

ITEM 14.  CONTROLS AND PROCEDURES

         Evaluation of Disclosure Controls and Procedures
         ------------------------------------------------

     Within  the  90  days  prior  to the date of this report, we carried out an
evaluation  of  the effectiveness of the design and operation of our "disclosure
controls  and  procedures"  (as  defined in the Exchange Act Rules 13a-14(c) and
15d-14(c))  under  the supervision and with the participation of our management,
including  Christopher Schwartz, our Chief Executive Officer and Chief Financial
Officer.  Based upon that evaluation, Mr. Schwartz concluded that our disclosure
controls  and  procedures  are  effective.

         Disclosure controls and procedures are controls and other procedures
that are designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act are recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission`s rules. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed in our reports filed under the Exchange Act is accumulated and
communicated to management to allow timely decisions regarding required
disclosure.

         Changes in Internal Controls
         -----------------------------

         There were no significant changes in our internal controls or, to our
knowledge, in other factors that could significantly affect our disclosure
controls and procedures subsequent to the date we carried out this evaluation.

ITEM 15.      PRINCIPAL ACCOUNTANT FEES AND SERVICES

     We completed a share exchange transaction on October 2, 2002. In connection
with the share exchange, all of our officers and directors resigned and
Christopher Schwartz was elected to our Board of Directors and was appointed our
President and Chief Executive Officer. As described in Item 8 of this Annual
Report on Form 10-KSB, on November 19, 2002, our new management engaged a new
principal accountant to audit our financial statements for Fiscal 2001 and
Fiscal 2002. Accordingly, the following information presented for Fiscal 2002
represents fees paid for services provided by both Cogen Sklar, LLP, our present
principal accountants and Ellot David, LLC our former principal accountants, and
the information presented for Fiscal 2001 represents fees paid for services
provided solely by Elliott Davis, LLC, our former principal accountants.

         Audit Fees
         ----------

         During Fiscal 2002, the aggregate fees billed for professional services
rendered by our principal accountant for the audit of our financial statements
for the years ended December 31, 2000 and 2001 and the ten months ended October
31, 2002 was $92,038. During Fiscal 2001, the aggregate fees billed for
professional services rendered by our principal accountant for the audit of our
annual financial statements and review of our quarterly financial statements was
$8,165.

         Audit-Related Fees
         ------------------

     During Fiscal 2002, the aggregate fees billed for professional services
rendered by our principal accountant for the audit of our annual financial
statements and review of our quarterly financial statements was $8,950. These
services consisted of consulting fees related to the review of US Patriot`s SB-2
registration statement and the sale of US Patriot, Inc. to our present
management pursuant to the share exchange transaction. During Fiscal 2001, there
were no fees billed for assurance and related services that are reasonably
related to the performance of the audit at review of financial statements.
                                       30
<PAGE>

         Tax Fees
         --------

     During  Fiscal  2002,  the  aggregate fees billed for professional services
rendered  by  our  principal  accountant  for tax compliance, tax advice and tax
planning  were  $1,250. These services consisted of tax planning for the sale of
US  Patriot,  Inc.  to  our  present  management  pursuant to the share exchange
transaction.  During  Fiscal  2001,  the  aggregate fees billed for professional
services rendered by our principal accountant for tax compliance, tax advice and
tax  planning  were  $2,395. These services consisted of preparation of our 2001
and  2002  tax  returns.

         All Other Fees
         --------------

     During Fiscal 2002 and Fiscal 2001 there were no fees billed for products
and services provided by the principal accountant other than those set forth
above.

         Audit Committee Approval
         ------------------------

     We do not presently have an audit committee. All of the services listed
above were approved by Christopher Schwartz, our Chief Executive Officer and
sole director.









                                       31
<PAGE>



                       TRIMEDIA ENTERTAINMENT GROUP, INC.
                      (FORMERLY KNOWN AS US PATRIOT, INC.)
                                 AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                     OCTOBER 31, 2002 AND DECEMBER 31, 2001








<PAGE>



                       TRIMEDIA ENTERTAINMENT GROUP, INC.
               (FORMERLY KNOWN AS US PATRIOT, INC.) AND SUBSIDIARY



                                 C O N T E N T S
                                 ---------------


                                                                    PAGE
                                                                    ----

INDEPENDENT AUDITORS` REPORT                                        F-1


CONSOLIDATED BALANCE SHEETS                                         F-2


CONSOLIDATED STATEMENTS OF OPERATIONS                               F-3


CONSOLIDATED STATEMENT OF STOCKHOLDERS` EQUITY                      F-4


CONSOLIDATED STATEMENTS OF CASH FLOWS                               F-5


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                       F-6 - F-15




<PAGE>

                          INDEPENDENT AUDITORS` REPORT



To the Board of Directors
Trimedia Entertainment Group, Inc.
  (formerly known as US Patriot, Inc.) and Subsidiary
Bryn Mawr, Pennsylvania

We have audited the consolidated balance sheets of Trimedia Entertainment Group,
Inc. (formerly known as US Patriot,  Inc.) and Subsidiary as of October 31, 2002
and December 31, 2001 and the related  consolidated  statements  of  operations,
stockholders`  equity and cash  flows for the ten  months  and year then  ended.
These consolidated financial statements are the responsibility of the Companies`
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United  States.  Those  standards  require  that we plan and  perform the
audits 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 audits provide a reasonable  basis
for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Trimedia  Entertainment  Group,  Inc.  (formerly known as US Patriot,  Inc.) and
Subsidiary as of October 31, 2002 and December 31, 2001 and the results of their
consolidated  operations  and cash flows for the ten months and year then ended,
in  conformity  with  accounting  principles  generally  accepted  in the United
States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Companies  will  continue  as a going  concern.  As  discussed  in Note 3 to the
financial  statements,   the  Companies  have  suffered  recurring  losses  from
operations,  have negative working capital of $1,374,085 at October 31, 2002 and
experienced  negative cash flow from operations of $561,695 and $150,915 for the
ten months ended October 31, 2002 and the year ended  December 31, 2001,  all of
which  raises  substantial  doubt  about  their  ability to  continue as a going
concern.  Management`s plans in regard to this matter are also described in Note
3. The  financial  statements do not include any  adjustments  that might result
from the outcome of this uncertainty.




                                                  COGEN SKLAR, LLP


Bala Cynwyd, Pennsylvania
November 20, 2002, except for
Note 15, as to which the date
Is November 27, 2002

                                      F-1


<PAGE>


                       TRIMEDIA ENTERTAINMENT GROUP, INC.
               (FORMERLY KNOWN AS US PATRIOT, INC.) AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                     OCTOBER 31, 2002 AND DECEMBER 31, 2001

<TABLE>
<CAPTION>

                                                                   October 31,   December 31,
                                                                      2002          2001
                                                                  -----------    -----------
<S>                                                               <C>            <C>
ASSETS

CURRENT ASSETS
  Cash                                                            $    27,769    $     6,705
  Accounts receivable                                                  13,500         34,774
                                                                  -----------    -----------
                                                                       41,269         41,479

PROPERTY AND EQUIPMENT - Net                                        1,507,135      1,664,549

FILM COSTS                                                          3,657,037      2,864,902

OTHER ASSETS                                                              200            200
                                                                  -----------    -----------

TOTAL ASSETS                                                      $ 5,205,641    $ 4,571,130
                                                                  ===========    ===========

        LIABILITIES AND STOCKHOLDERS` EQUITY

CURRENT LIABILITIES
  Current portion of long-term debt                               $   148,273    $    11,321
  Demand note payable                                                 435,000             --
  Accounts payable and accrued expenses                               830,580        249,242
  Taxes payable                                                         1,501          1,501
  Due to affiliates                                                        --        808,242
                                                                  -----------    -----------
                                                                    1,415,354      1,070,306

LONG-TERM DEBT - Net of current portion                                    --        147,174

LOAN PAYABLE - STOCKHOLDER/MEMBER                                   1,100,000      3,331,187
                                                                  -----------    -----------

TOTAL LIABILITIES                                                   2,515,354      4,548,667
                                                                  -----------    -----------

       STOCKHOLDERS` EQUITY

Common stock subscribed                                                25,000             --
Preferred stock, $0.0001 par value; 20,000,000 shares
  authorized; 1,000,000 issued and outstanding                            100            100
Common stock, $0.0001 par value; 100,000,000 shares
  authorized; 25,999,000 shares issued and outstanding                  2,599          2,599
Additional paid-in capital                                          4,117,901        584,301
Accumulated deficit                                                (1,455,313)      (564,537)
                                                                  -----------    -----------


TOTAL STOCKHOLDERS` EQUITY                                          2,690,287         22,463
                                                                  -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS` EQUITY                        $ 5,205,641    $ 4,571,130
                                                                  ===========    ===========

 the accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                      F-2

<PAGE>



                       TRIMEDIA ENTERTAINMENT GROUP, INC.
               (FORMERLY KNOWN AS US PATRIOT, INC.) AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        TEN MONTHS ENDED OCTOBER 31, 2002
                        AND YEAR ENDED DECEMBER 31, 2001
<TABLE>
<CAPTION>


                                                          2002         2001
                                                      -----------   -----------

<S>                                                   <C>           <C>
NET REVENUE                                           $    65,353   $   358,106


DIRECT COSTS                                               52,546       245,580
                                                      -----------   -----------


GROSS PROFIT                                               12,807       112,526


OPERATING EXPENSES                                        953,583       467,687
                                                      -----------   -----------


LOSS FROM OPERATIONS                                      940,776       355,161


RENTAL INCOME                                              50,000            --


INTEREST INCOME                                                --             5
                                                      -----------   -----------


NET LOSS                                              $   890,776   $   355,156
                                                      ===========   ===========


BASIC AND DILUTED LOSS PER SHARE                      $      0.03   $      0.01
                                                      ===========   ===========


WEIGHTED AVERAGE NUMBER OF SHARES                      25,999,000    25,999,000
                                                      ===========   ===========


 The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                      F-3

<PAGE>
                       TRIMEDIA ENTERTAINMENT GROUP, INC.
               (FORMERLY KNOWN AS US PATRIOT, INC.) AND SUBSIDIARY
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS` EQUITY
               FOR THE PERIOD JANUARY 1, 2001 TO OCTOBER 31, 2002
<TABLE>
<CAPTION>
                                                                                                     Additional
                                                            Common        Preferred       Common       Paid-in
                                                        Stock Subscribed     Stock         Stock       Capital
                                                        ----------------  -----------  ------------  ------------
<S>                                                     <C>               <C>          <C>           <C>
BALANCE AT JANUARY 1, 2001                              $            --   $        --  $          1  $    260,999


Accrued interest contributed as capital                              --            --            --       326,000


Net loss for the year ended December 31, 2001                        --            --            --            --


Retroactive recapitalization upon reverse acquisition)               --           100         2,598        (2,698)
                                                        ----------------  -----------  ------------  ------------


BALANCE AT DECEMBER 31, 2001                                         --           100         2,599       584,301


Reverse acquisition:
Conversion of loan payable - stockholder/member                      --            --            --     2,364,168
Conversion of due to affiliates                                      --            --            --       967,432


Accrued interest contributed as capital                              --            --            --       202,000


Common stock subscribed                                          25,000            --            --            --


Net loss for the ten months ended
October 31, 2002                                                     --            --            --            --
                                                        ----------------  -----------  ------------  ------------


BALANCE AT OCTOBER 31, 2002                             $        25,000   $       100   $     2,599   $ 4,117,901
                                                        ================  ===========  ============  ============

                                                          Member`s      Accumulated
                                                           Deficit        Deficit         Total
                                                         -----------   -----------    -----------
BALANCE AT JANUARY 1, 2001                               $  (134,011)   $   (75,370)   $    51,619


Accrued interest contributed as capital                           --             --        326,000


Net loss for the year ended December 31, 2001                (13,931)      (341,225)      (355,156)


Retroactive recapitalization upon reverse acquisition)       147,942       (147,942)            --
                                                         -----------    -----------    -----------


BALANCE AT DECEMBER 31, 2001                                      --       (564,537)        22,463


Reverse acquisition:
Conversion of loan payable - stockholder/member                   --             --      2,364,168
Conversion of due to affiliates                                   --             --        967,432


Accrued interest contributed as capital                           --             --        202,000


Common stock subscribed                                           --             --         25,000


Net loss for the ten months ended                                 --       (890,776)      (890,776)
October 31, 2002

                                                         -----------    -----------    -----------
BALANCE AT OCTOBER 31, 2002                              $        --    $(1,455,313)   $ 2,690,287
                                                         ===========    ===========    ===========
</TABLE>
   The notes are an integral part of these consolidated financial statements.

                                      F-4
<PAGE>

                       TRIMEDIA ENTERTAINMENT GROUP, INC.
               (FORMERLY KNOWN AS US PATRIOT, INC.) AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        TEN MONTHS ENDED OCTOBER 31, 2002
                        AND YEAR ENDED DECEMBER 31, 2001
<TABLE>
<CAPTION>
                                                                     October 31,    December 31,
                                                                         2002           2001
                                                                     -----------    -----------
<S>                                                                  <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                           $  (890,776)   $  (355,156)
  Adjustment to reconcile net loss to net cash
    provided by (used in) operating activities
      Depreciation and amortization                                      157,414        179,195
      Interest expense                                                    62,000        130,000
      (Increase) decrease in assets
        Accounts receivable                                               21,274         26,137
        Film costs                                                      (652,135)      (303,553)
      Increase in liabilities
        Accounts payable and accrued expenses                            581,338         67,260
        Taxes payable                                                         --             35
        Due to affiliates                                                159,190        105,167
                                                                     -----------    -----------

  Net cash provided by (used in) operating activities                   (561,695)      (150,915)
                                                                     -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                                        --       (192,429)
                                                                     -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from subscription receivable                                   25,000             --
  Net borrowings on loan payable, stockholder                            132,981         32,743
  Net borrowings (payments) on long-term debt                            (10,222)       158,496
  Net borrowings on loan payable                                              --        120,000
  Proceeds from demand notes payable                                     435,000             --
                                                                     -----------    -----------

  Net cash provided by financing activities                              582,759        311,239
                                                                     -----------    -----------

NET INCREASE (DECREASE) IN CASH                                           21,064        (32,105)

CASH - BEGINNING OF YEAR                                                   6,705         38,810
                                                                     -----------    -----------

CASH - END OF YEAR                                                   $    27,769    $     6,705
                                                                     ===========    ===========
SUPPLEMENTAL DISCLOSURES OF CASH
  FLOW INFORMATION

CASH PAID DURING THE YEAR FOR:
  Interest                                                           $    57,663    $    10,051
                                                                     ===========    ===========
SUPPLEMENTAL DISCLOSURES OF NON-CASH
  INVESTING AND FINANCING ACTIVITIES

Capitalized Interest Cost
  Film costs                                                         $   140,000    $   196,000
                                                                     -----------    -----------

  Additional paid-in capital                                         $   140,000    $   196,000
                                                                     ===========    ===========

Conversion of loan payable -stockholder
  to additional paid-in capital                                      $ 2,364,168    $        --
                                                                     ===========    ===========

Conversion of due to affiliates to
  additional paid-in capital                                         $   967,432    $        --
                                                                     ===========    ===========

Recapitalization upon reverse acquisition:
  Preferred stock                                                    $        --    $       100
  Common stock                                                                --          2,598
                                                                     -----------    -----------
  Additional paid-in capital                                         $        --    $     2,698
                                                                     ===========    ===========

 The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
                                      F-5
<PAGE>


                       TRIMEDIA ENTERTAINMENT GROUP, INC.
               (FORMERLY KNOWN AS US PATRIOT, INC.) AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     OCTOBER 31, 2002 AND DECEMBER 31, 2001





NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of the Business
----------------------
Trimedia  Entertainment  Group,  Inc.  (formerly  known  as  US  Patriot,  Inc.)
("Patriot")  and  its  wholly-owned  subsidiary,   Metropolitan  Recording  Inc.
("Metropolitan") (together "the Companies") operate a state of the art recording
studio  for film,  video,  audio  and  television  productions  and  operate  an
independent film production company.

Basis of Presentation
---------------------
The  consolidated  financial  statements  include the  accounts of  Metropolitan
Recording Inc., Snipes Production, LLC and Ruffnation Films LLC. These companies
were associated through common ownership during the year ended December 31, 2001
and the period ended April 21, 2002.  On April 22, 2002  Metropolitan  Recording
Inc.  acquired all of the  interest of Snipes  Productions,  LLC and  Ruffnation
Films LLC in a  reorganization  intended to qualify as tax-free  exchange  under
Section 351 of the  Internal  Revenue  code of 1986,  as amended.  On October 2,
2002,  Patriot, a public company,  acquired 100% of the outstanding common stock
of Metropolitan Recording Inc. which was accounted for as a reverse acquisition.

Comprehensive Income
--------------------
The Companies follow the Statement of Financial Accounting Standard ("SFAS") No.
130, "Reporting  Comprehensive Income." Comprehensive income is a more inclusive
financial  reporting  methodology that includes  disclosure of certain financial
information that  historically has not been recognized in the calculation of net
income.  Since  the  companies  have no  items of  other  comprehensive  income,
comprehensive income (loss) is equal to net income (loss).

Fair Value of Financial Instruments
-----------------------------------
The Companies`  financial  instruments  consist of cash, accounts receivable and
accounts payable.  The carrying values of cash, accounts receivable and accounts
payable approximate fair value because of their short maturities.

The  carrying  value  of  the  long-term  debt  and  loan  payable-stockholder
approximates  fair  value  since  the  interest  rate  associated  with the debt
approximates  the  current  market  interest  rate.

Concentration of Credit Risk Involving Cash
-------------------------------------------
The Companies maintain cash balances at several financial institutions. Accounts
at each institution are insured by the Federal Deposit Insurance  Corporation up
to $100,000.  During the year,  the  Companies  may have cash  balances in these
financial institutions in excess of these limits. At October 31, 2002 there were
no balances in excess of insurable amounts.

Accounts Receivable
-------------------
The  Companies,  in the  normal  course  of  business,  extend  credit  to their
customers.  The Companies use the allowance method for  uncollectible  accounts.
Management believes that accounts receivable for all periods presented are fully
collectible, therefore, no allowance for doubtful accounts was recorded.

Film Costs
----------
Costs of making motion picture films that are produced for sale to third parties
are stated at the lower of cost, less accumulated  amortization,  or fair value.
Film costs are expensed  based on the ratio of the current period gross revenues
to estimated  total gross revenues from all sources on an individual  production
basis. The Companies  anticipate  amortization of the film costs associated with
the movie  "Snipes"  to begin  upon  distribution  of the DVD in early  2003 and
accordingly  there  was  no  amortization  expense  related  to the  film  costs
associated  with the movie "Snipes" in 2002 and 2001.  The Companies  anticipate
that the film costs will be fully amortized during 2003.

                                      F-6
<PAGE>

                       TRIMEDIA ENTERTAINMENT GROUP, INC.
               (FORMERLY KNOWN AS US PATRIOT, INC.) AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     OCTOBER 31, 2002 AND DECEMBER 31, 2001







NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (Continued)


Depreciation
------------
The cost of property and  equipment is  depreciated  over the  estimated  useful
lives of the related assets.  Depreciation  is computed using the  straight-line
method.

Income Taxes
------------
The Companies adopted SFAS 109, "Accounting for Income Taxes", which requires an
asset and liability  approach to financial  accounting  and reporting for income
taxes.  Deferred  income tax assets and  liabilities  are computed  annually for
temporary  differences  between the financial  statement and tax bases of assets
and liabilities that will result in taxable or deductible  amounts in the future
based on  enacted  tax laws and rates  applicable  to the  periods  in which the
differences  are expected to affect  taxable  income.  Valuation  allowances are
established  when necessary to reduce deferred tax assets to the amount expected
to be  realized.  Income tax  expense is the tax payable or  refundable  for the
period  plus or minus the change  during the period in  deferred  tax assets and
liabilities.

Prior to October 2, 2002  Metropolitan  Recording  Inc. was a corporation  taxed
under the provisions of Subchapter "S" of the Internal Revenue Code.  Ruffnation
Films LLC and Snipes  Productions,  LLC are limited liability companies and were
taxed as partnerships under provisions of the Internal Revenue Code. Under these
provisions,  the  companies  do not pay  federal and state  income  taxes on its
taxable  income.  Instead,  the  stockholders/members  are liable for individual
federal  and  state  income  taxes on their  respective  shares/interest  of the
companies`  taxable income or have included their respective  shares/interest of
the  companies`  net  operating  loss in their  individual  income tax  returns.
Commencing on October 2, 2002 the companies are taxed as corporations.

Loss Per Share
--------------
The  Companies   follow  SFAS  128,   "Earnings  Per  Share"  resulting  in  the
presentation of basic and diluted  earnings (loss) per share. The loss per share
calculations  include the change in capital structure for all periods presented.
The Series A Convertible Preferred Stock,  convertible into 10,000,000 shares of
common stock,  were outstanding at October 31, 2002 but were not included in the
computation of diluted loss per share because to do so would be antidilutive.

Cost of Start-Up Activities
---------------------------
In  accordance  with the  American  Institute of  Certified  Public  Accountants
("AICPA")  Statement of Position No. 98-5,  "Reporting  on the Costs of Start-Up
Activities"  ("SOP 98-5"),  the costs of start-up  activities  and  organization
costs are expensed as incurred.

Revenue Recognition and Accounting for Exploitation Costs
---------------------------------------------------------
The Companies`  policy for revenue  recognition and accounting for  exploitation
costs, including advertising and marketing expenses and development and overhead
costs  is  in  accordance  with  the  AICPA  Statement  of  Position  No.  00-2,
"Accounting by Producers or Distributors of Films" ("SOP 00-2").

Estimates
---------
The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires the use of estimates based on
management`s knowledge and experience.  Accordingly, actual results could differ
from those estimates.

                                      F-7
<PAGE>

                       TRIMEDIA ENTERTAINMENT GROUP, INC.
               (FORMERLY KNOWN AS US PATRIOT, INC.) AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     OCTOBER 31, 2002 AND DECEMBER 31, 2001






NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (Continued)


Recoverability of Long Lived Assets
-----------------------------------
Effective January 1, 2002, the Companies  adopted SFAS No. 144,  "Accounting for
the Impairment or Disposal of Long-Lived Assets" ("Statement 144"), effective in
fiscal years beginning  after December 15, 2001, with early adoption  permitted,
and in general are to be applied  prospectively.  Statement  144  establishes  a
single  accounting  model for the  impairment or disposal of long-lived  assets,
including discontinued  operations.  Statement 144 superseded Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of," and APB Opinion No. 30,  "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and  Infrequently  Occurring Events and  Transactions."  The adoption of
Statement  144  did not  have a  material  effect  on the  Companies`  financial
position or results of operations.

Recently Issued Accounting Pronouncements
-----------------------------------------
In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
With Exit or Disposal  Activities"  financial accounting and reporting for costs
associated with exit or disposal  activities.  This statement nullifies Emerging
Issues Task Force ("EITF") Issue No. 94-3,  "Liability  Recognition  for Certain
Employee  Termination  Benefits  and Other Costs to Exit an Activity  (including
Certain Costs Incurred in a Restructuring)."  SFAS No. 146 is effective for exit
or disposal  activities  initiated  after December 31, 2002 and is currently not
applicable to the Companies.


NOTE 2 - SHARE EXCHANGE

On October 2, 2002,  Patriot,  a public  company with  17,999,000  common shares
outstanding and immaterial net assets,  acquired 100% of the outstanding  common
stock of Metropolitan from Christopher  Schwartz.  Christopher Schwartz received
stock  of  Patriot  in  exchange  for the  common  stock  of  Metropolitan.  The
acquisition  resulted in Christopher  Schwartz  having voting control of Patriot
and becoming  chief  executive  officer and president of Patriot  pursuant to an
employment agreement.  Therefore,  Christopher Schwartz has effective control of
the combined entity.

Under accounting  principles  generally accepted in the United States, the share
exchange is considered to be a capital  transaction in substance,  rather than a
business combination.  That is, the share exchange is equivalent to the issuance
of stock by Metropolitan for the net monetary assets of Patriot,  accompanied by
a  recapitalization,  and is  accounted  for as a change in  capital  structure.
Accordingly,  the  accounting  for the share  exchange will be identical to that
resulting from a reverse acquisition, except no goodwill will be recorded. Under
reverse takeover accounting, the post reverse acquisition comparative historical
financial  statements  of the legal  acquirer,  Patriot,  are those of the legal
acquiree, Metropolitan, which are considered to be the accounting acquirer.

The Companies have adopted the fiscal year end of the legal  acquirer,  which is
October 31st.

It is the intention of the parties that the share exchange  described above will
be a tax-free  reorganization  under Section 368 of the Internal Revenue Code of
1986, as amended.



                                      F-8
<PAGE>



                       TRIMEDIA ENTERTAINMENT GROUP, INC.
               (FORMERLY KNOWN AS US PATRIOT, INC.) AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     OCTOBER 31, 2002 AND DECEMBER 31, 2001







NOTE 2 - SHARE EXCHANGE (Continued)

Accordingly,  the consolidated financial statements of Patriot as of October 31,
2002 and December  31, 2001 and for the ten months and year then ended,  are the
historical  financial  statements of Metropolitan  for the same periods adjusted
for  the  following  transactions  contained  in the  share  exchange  agreement
executed at  consummation of the  acquisition.  The basic structure and terms of
the  acquisition,  together  with the  applicable  accounting  effects,  were as
follows:

     o    Patriot acquired all of the outstanding shares of common stock of
          Metropolitan from Christopher Schwartz in exchange for (a) 8,000,000
          shares of common stock, $.0001 per value per share, of Patriot and (b)
          1,000,000 shares of Series A Convertible Preferred Stock, $.0001 par
          value per share, of Patriot; each share of Series A Convertible
          Preferred Stock is convertible into 10 shares of common stock at the
          option of the holder and is entitled to 10 votes in all matters
          submitted to a vote by shareholders. The common stock and Series A
          Convertible Preferred exchanged, in addition to the existing Patriot
          shares outstanding, collectively resulted in the recapitalization of
          Patriot, which has been reflected retroactively in the financial
          statements. Earnings per share calculations include Patriot`s change
          in capital structure for all periods presented.

     o    Loans payable, including accrued interest, to Christopher Schwartz and
          controlled companies in the amount of $3,331,600 were discharged and
          reflected as contributed capital.

Prior to the closing of the share exchange agreement, all of the assets totaling
approximately  $181,000  less  all of  the  liabilities  totaling  approximately
$161,000  relating to the former  business of Patriot was  conveyed to an entity
owned by the former officers and director of Patriot.


NOTE 3 - MANAGEMENT PLANS

Since their inception, the Companies have incurred significant losses and, as of
October 31, 2002 had accumulated losses of $1,455,313.  For the ten months ended
October 31, 2002 and year ended  December 31, 2001,  the  Companies`  net losses
were $890,776 and  $355,156.  In addition,  the  Companies had negative  working
capital of  $1,374,085  at October 31, 2002 and  experienced  negative cash flow
from  operations  of $561,695 and $150,915 for the ten months ended  October 31,
2002 and year ended December 31, 2001. The Companies may incur further operating
losses and experience negative cash flow in the future.  Achieving profitability
and positive cash flow depends on the Companies` ability to generate  sufficient
revenues from its films and  recording  studio and raise  additional  capital in
equity  markets.  There can be no assurances  that the Companies will be able to
generate  sufficient revenues or raise additional capital to achieve and sustain
profitability and positive cash flow in the future.

The Companies intend to raise additional capital of at least $5,000,000 from the
sale  of  common  stock.  However, there can be no assurances that the Companies
will  be  successful  in  raising sufficient capital to have a material positive
effect  on  the  Companies`  operations  and  cash  flow.




                                      F-9
<PAGE>

                       TRIMEDIA ENTERTAINMENT GROUP, INC.
               (FORMERLY KNOWN AS US PATRIOT, INC.) AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     OCTOBER 31, 2002 AND DECEMBER 31, 2001








NOTE 4 - PROPERTY AND EQUIPMENT

Property, equipment and estimated useful lives consist of the following:

<TABLE>
<CAPTION>

                                     YEARS            2002                2001
                                   ----------     --------------      --------------

<S>                                <C>            <C>                 <C>
Studio equipment                     5 - 7           $1,162,053          $1,162,053
Office furniture                       7                 12,270              12,270
Studio improvements                   39                756,700             756,700
                                                  --------------      --------------
                                                      1,931,023           1,931,023
Less:  Accumulated depreciation                         423,888             266,474
                                                  --------------      --------------

                                                     $1,507,135          $1,664,549
                                                  ==============      ==============
</TABLE>



Related  depreciation and  amortization  expenses were $157,414 and $179,195 for
the ten months ended October 31, 2002 and the year ended December 31, 2001.


NOTE 5 - DEMAND NOTES PAYABLE

In June 2002, the Companies  entered into a loan agreement with a corporation in
which the Companies borrowed $400,000.  Principal and accrued interest,  at 25%,
is payable in full on the earlier of December  31, 2002 or the date ten calendar
days after the date the Companies  conduct a closing of at least $5,000,000 in a
private placement  offering.  The note is secured by a lien security interest in
the feature length motion picture entitled "Snipes".

During  September  2002,  the  Companies  entered into a loan  agreement  with a
corporation  in which the  Companies  borrowed  $35,000.  Principal  and accrued
interest, at 10%, is payable upon demand. The note is unsecured.


NOTE 6 - LONG-TERM DEBT

In August 2001,  Metropolitan entered into a term loan with a bank in the amount
of  $162,000,   maturing  in  August  2006.  The  loan  is  payable  in  monthly
installments of $1,965, including interest at 8%, with a lump sum payment due at
maturity of $99,858.  The loan is  collateralized  by all assets of Metropolitan
and a personal guarantee by Christopher Schwartz.  The loan agreement allows for
prepayment  of the  loan in full  without  penalty.  The  loan  agreement  has a
provision that states any change of ownership of 25% or more of the common stock
of Metropolitan  is an event of default.  The share exchange  agreement  entered
into on October 2, 2002  resulted in a change of  ownership  of greater than 25%
and therefore Metropolitan is in technical default of this loan agreement.  Upon
default,  the bank,  at its option,  may increase  the interest  rate four basis
points,  may demand payment in full of the  outstanding  principal  balance plus
accrued  interest  and may hold  Metropolitan  liable for all  collection  costs
incurred by the bank.  Since  Metropolitan did not obtain a waiver from the bank
the total outstanding amount of this note is reflected as a current liability.




                                      F-10
<PAGE>
                       TRIMEDIA ENTERTAINMENT GROUP, INC.
               (FORMERLY KNOWN AS US PATRIOT, INC.) AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     OCTOBER 31, 2002 AND DECEMBER 31, 2001


NOTE 6 - LONG-TERM DEBT (Continued)

The original minimum annual  repayment  requirements on the long-term debt as of
October 31, 2002 are as follows:

            YEARS ENDING
             OCTOBER 31,                       AMOUNT
            -------------                    ---------

               2003                          $  12,099
               2004                             13,104
               2005                             14,191
               2006                            108,879



NOTE 7 - LOAN PAYABLE - STOCKHOLDER AND DUE TO AFFILIATES

Loan payable - stockholder  and due to affiliates  are unsecured  debt generally
with no stated interest rate or repayment terms,  except for a $1,100,000 demand
note payable to Christopher  Schwartz  accruing  interest at 7% per annum. As to
the debt with no  stated  interest  rate,  in  accordance  with  Securities  and
Exchange   Commission`s  Staff  Accounting  Bulletin  ("SAB")  Topic  5(A),  the
Companies  accrued  interest,  totaling  $251,714 in 2002 and  $326,000 in 2001,
based  on  a  fair   market   interest   rate.   Since   the   stockholder   and
commonly-controlled  affiliates did not require payment of the accrued interest,
except for $88,500, of which $50,000 was paid during 2002, the remaining accrued
interest was contributed as capital.

The  Companies   recognized  interest  expense  of  $112,000  and  $130,000  and
capitalized  interest costs  associated  with film cost of $189,714 and $196,000
for ten months ended October 31, 2002 and for the year ended December 31, 2001.


NOTE 8 - STOCKHOLDERS` EQUITY

On October 17,  2002,  the  Companies  received  $25,000  proceeds  from a stock
subscription  for 25,000  shares of common  stock.  As of October  31,  2002 the
shares had not been issued.

Pursuant  to  the  terms  of  his  Employment  Agreement  (Note 12), Christopher
Schwartz  received options to purchase 5,786,707 shares of the Companies` common
stock.  The exercise price per share of these options is calculated based on the
closing  price of our common stock on the respective dates that the options vest
pursuant  to  the  Employment  Agreement  as  follows:

-       750,000 shares  upon  the commencement of the employment of Christopher
    Schwartz on  October  9,  2002;
-       825,000  shares  on  October  9,  2003;
-       907,500  shares  on  October  9,  2004;
-       998,250  shares  on  October  9,  2005;
-     1,098,075  shares  on  October  9,  2006;  and
-     1,207,882  shares  on  October  9,  2007

In  order  to exercise the options, Christopher Schwartz must be employed by the
Companies  on  the  option  vesting dates.  The options may be exercised for ten
years  from  the date the options vest.  None of the options have been exercised
by  Christopher  Schwartz.  The options which have vested have an exercise price
of  $1.50  per  share  at  the  vesting  date.

The  Company applies ABP Opinion 25, "Accounting for Stock Issued to Employees,"
and related interpretations in accounting for the issuance of its stock options.
Accordingly,  no  compensation  cost  has  been recognized for its stock options
issued  during the ten months ended October 31, 2002.  Had compensation cost for
the Company`s issuance of vested stock options been determined based on the fair
value  at  grant  dates for options consistent with the method of FASB Statement
123,  the Company`s net loss and net loss per share would have been increased to
the  pro forma amounts indicated below.  Fair value amounts were estimated using
the  Black-Scholes  model  with  the  following assumptions:  no dividend yield,
expected  volatility  of  80%,  and  a  risk-free  interest  rate  of  4.7%.

              Net loss                 As reported          $    890,776
                                       Pro forma            $  1,834,776

              Net loss per share       As reported                  0.03
                                       Pro forma                    0.07

                                      F-11
<PAGE>


                       TRIMEDIA ENTERTAINMENT GROUP, INC.
               (FORMERLY KNOWN AS US PATRIOT, INC.) AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     OCTOBER 31, 2002 AND DECEMBER 31, 2001




NOTE 9 - INCOME TAXES

As discussed in Note 1, the Companies  utilize the asset and liability method of
accounting for income taxes in accordance with SFAS 109. The effective tax rates
differ  from the  statutory  rate  primarily  due to the  Companies`  historical
corporate structure. Previous to October 2, 2002, the Companies were not subject
to corporation taxes, rather the tax consequences were the responsibility of the
individual stockholder,  resulting in a permanent difference. The reconciliation
of the statutory  federal rate to the Companies`  historical  income tax expense
(benefit) is as follows:
<TABLE>
<CAPTION>
                                                           Ten Months Ended            Year Ended
                                                           October 31, 2002           December 31, 2001
                                                         ---------------------      ----------------------

<S>                                                          <C>                        <C>
Income tax benefit at
  U.S. federal income tax rate                               $   (306,700)              $   (120,800)
Losses attributable directly
  to stockholders                                                 279,200                    120,800
Valuation allowance                                                27,500                          -
                                                             -------------              -------------

Income tax benefit                                           $          -               $          -
                                                             =============              =============


Income tax benefit consists
  of the following:
Current tax benefit
  Federal                                                    $          -               $          -
State                                                                   -                          -
                                                             -------------              -------------

                                                             $          -               $          -
                                                             =============              =============

Deferred tax benefit
  Federal                                                    $     27,500               $          -
  State                                                                 -                          -
  Valuation allowance                                             (27,500)                         -
                                                             -------------              -------------
                                                                        -                          -
                                                             -------------              -------------

                                                             $          -               $          -
                                                             =============              =============
</TABLE>



The components of the deferred assets (liabilities) are as follows:
<TABLE>
<CAPTION>


                                                           October 31, 2002           December 31, 2001
                                                         ---------------------      ----------------------

<S>                                                          <C>                        <C>
Net operating loss                                           $     27,500               $          -
Valuation allowance                                               (27,500)                         -
                                                             -------------              -------------

                                                             $          -               $          -
                                                             =============              =============

</TABLE>


At October 31, 2002,  the Companies had a net  operating  loss of  approximately
$80,000 which if not used will expire in 2022.

                                      F-12
<PAGE>

                       TRIMEDIA ENTERTAINMENT GROUP, INC.
               (FORMERLY KNOWN AS US PATRIOT, INC.) AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     OCTOBER 31, 2002 AND DECEMBER 31, 2001







NOTE 10 - CONTINGENCIES

The Companies have various contractual  commitments,  primarily  associated with
customary  performer  residuals and deferred  compensation for the production of
the film entitled "Snipes."

The  Companies  are  obligated  to  pay  deferred  compensation  of  $30,000  to
performers  in the Snipes film upon the Companies  entering into a  distribution
agreement for the film.

Under an agreement with The East Coast Council of the International  Alliance of
Theatrical Stage Employees and Moving Picture Machine Operators ("IATSE"),  when
the box office gross  receipts of the film, as compiled by  Entertainment  Data,
Inc.  ("EDI"),  reaches $4 million,  the  Companies  are  obligated  to pay each
employee  the  difference  between the actual pay received and the amount of pay
that would have been earned based on rates as defined by the agreement,  plus an
additional  12.5% of scale.  Upon  reaching  box  office  gross  receipts  of $4
million,  the Companies would also have to make additional  contributions to the
appropriate  benefit  funds of the East Coast  Council local unions on behalf of
each employee. Furthermore, if the box office gross receipts reaches $5 million,
the Companies  are obligated to pay each employee an additional  12.5% of scale.
The estimated  contingent  liability under this agreement is between $200,000 to
$325,000.

In addition,  the Companies  entered into a consulting  agreement that obligates
the Companies to pay the  consultant  $40,000 from the first monies  received by
the Companies  resulting from the sale,  distribution  and  exploitation  of the
film;  $50,000  from the first  monies  received  by the  Companies  immediately
following  recoupment  of the  production  budget of the film and, as additional
compensation  to the  consultant,  three percent of the  Companies` net receipts
resulting from the  exploitation of the film in all media,  world-wide,  with no
expiration, as defined in the agreement.


NOTE 11 - LEASE COMMITMENTS

The Companies  lease their office and studio space from an  affiliated  company,
that is commonly-controlled, for $15,000 per month, under a lease agreement. The
affiliated  company`s lease expires on March 31, 2004 and contains two five-year
options,  with  annual  increases  of 3% during the first  option  period and 4%
during the second option  period.  Rent expense for the ten months ended October
31, 2002 and the year ended December 31, 2001 amounted to approximately $150,000
and $60,000.

The Companies  sublease a portion of their office space to an unrelated  company
generating rental income of $5,000 per month.


NOTE 12 - EMPLOYMENT AGREEMENTS

The Companies  entered into an employment  agreement with Christopher  Schwartz,
the  chairman and chief  executive  officer,  which  provides for an annual base
salary of $300,000,  with annual increases of at least 10%, for a period of five
years.  The Companies  also may enter into  employment  agreements  with certain
other key employees.



                                      F-13
<PAGE>


                       TRIMEDIA ENTERTAINMENT GROUP, INC.
               (FORMERLY KNOWN AS US PATRIOT, INC.) AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     OCTOBER 31, 2002 AND DECEMBER 31, 2001






NOTE 13 - BUSINESS SEGMENTS

The Companies follow SFAS No. 131, "Disclosures About Segments of and Enterprise
and  Related  Information"  which  requires  the  Companies  to provide  certain
information  about their operating  segments.  The Companies have two reportable
segments: recording studio and film production.

Summarized financial information  concerning the Companies` reportable segments,
which are based in the United States, is reflected in the following table:

<TABLE>
<CAPTION>
                                                            Recording               Film
                                                              Studio             Production             Total
                                                           -------------        -------------        -------------
For the ten months ended October 31, 2002
-----------------------------------------

<S>                                                         <C>                  <C>                  <C>
Net sales                                                   $    55,353          $    10,000          $    65,353
Loss from operations                                            575,861              326,129              940,776
Total assets                                                  1,492,322            3,702,105            5,205,641
Depreciation and amortization                                   152,004                5,410              157,414
Capital expenditures                                        $         -          $         -          $         -

For the year ended December 31, 2001
-----------------------------------------

Net sales                                                   $   120,364          $   237,742          $   358,106
Loss from operations                                            341,225               13,936              355,161
Total assets                                                  1,682,611            2,888,519            4,571,130
Depreciation and amortization                                   172,704                6,491              179,195
Capital expenditures                                        $   192,430          $         -          $   192,429

</TABLE>


NOTE 14 - JOINT VENTURE

The Companies  entered into a 50/50 joint venture  agreement as of September 20,
2002 with Sony Music, a group of Sony Music  Entertainment Inc. ("Sony") to form
Charles  Street,  a  Delaware  limited  liability  company.  Charles  Street  is
comprised of two separate but interrelated business operations: Film venture and
label venture.

Under the terms of the joint  venture  agreement,  the  Companies  will fund the
creation, production and marketing of two films and Sony, on behalf of the joint
venture,  will have the exclusive  worldwide  right to  manufacture,  market and
distribute  DVD`s of the film intended for home use. The motion picture entitled
"Snipes" is considered the first film under the film venture.

The label venture requires the Companies to refer recording artists to the joint
venture and gives Sony the  exclusive  worldwide  right,  on behalf of the label
venture,  to manufacture,  market and distribute  records  embodying the musical
performances of artists approved by Sony.

In exchange for providing distribution services for the film and label ventures,
Sony will receive a  distribution  fee based on a percentage of the net billings
of the ventures, as defined in the agreement.


                                      F-14
<PAGE>

                       TRIMEDIA ENTERTAINMENT GROUP, INC.
               (FORMERLY KNOWN AS US PATRIOT, INC.) AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     OCTOBER 31, 2002 AND DECEMBER 31, 2001






NOTE 15 - SUBSEQUENT EVENTS

On November  18, 2002 the  shareholders  approved the merger of Patriot into its
wholly-owned   subsidiary,   TriMedia  Entertainment  Group,  Inc.,  a  Delaware
corporation,  for the purpose of changing  Patriot`s state of incorporation from
South  Carolina to Delaware.  Documents  regarding  the merger were filed in the
state of  Delaware on  November  22, 2002 and in the state of South  Carolina on
November 27, 2002.

On November 1, 2002, the Companies borrowed $250,000 from a limited  partnership
as part of a loan agreement.  The loan bears interest at 14% per annum,  payable
in monthly  installments  commencing  November  30,  2002.  The note  matures on
November  30,  2003 and is  secured by a lien on the  Snipes  film.  The note is
convertible,  at the holder`s option, into common stock at a conversion price of
$1 per share.


NOTE 16 - RETROACTIVE RESTATEMENT FOR RECAPITALIZATION UPON REVERSE ACQUSITION

The shareholders`  equity at December 31, 2001 has been  retroactively  restated
for the  equivalent  number of shares  received  in the reverse  acquisition  at
October 2, 2002 (Note 2) after giving effect to the difference in par value with
the offset to additional  paid-in-capital.  The number of shares was  previously
presented as being received on October 2, 2002.


                                      F-15



<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Annual Report on Form 10-KSB to be
signed on its behalf by the undersigned thereunto duly authorized, in the City
of Philadelphia, Commonwealth of Pennsylvania.

Date:  March 17, 2003
                              TriMedia  Entertainment  Group,  Inc.


                              By  /s/  Christopher Schwartz
                              --------------------------------------------------
                              Christopher  Schwartz
                              Chief  Executive  Officer, Chief Financial Officer
                              (principal  financial officer  and principal
                              accounting  officer)



<PAGE>



                                 CERTIFICATIONS

         I, Christopher Schwartz, certify that:

         1. I have reviewed this annual report on Form 10-KSB of TriMedia
Entertainment Group, Inc.

         2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

         4. The registrant`s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

                  a) Designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

                  b) Evaluated the effectiveness of the registrant`s disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

                  c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date.

         5. The registrant`s other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant`s auditors and the audit
committee of registrant`s board of directors (or persons performing the
equivalent functions):

                  a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant`s ability to
record, process, summarize and report financial data and have identified for the
registrant`s auditors any material weaknesses in internal controls; and

                  b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant`s
internal controls.

         6. The registrant`s other certifying officers and I have indicated in
this annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


March 17, 2003


                                          By:    /s/ Christopher Schwartz
                                             ------------------------------
                                             Christopher Schwartz
                                             Chief Executive Officer
                                             Chief Financial Officer







<PAGE>