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

                                FORM 10-QSB/A
[x]           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934
              For the quarter ended - March 31, 2001
                                        OR
[ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934
              For the transition period from to

                       Commission File Number 000-30769

                      TRIDENT SYSTEMS INTERNATIONAL INC.
               (Name of Small Business Issuer in its charter)

                Nevada                                87-0419231
    (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)              Identification Number)

   180 Newport Center Drive, Suite 100,
      Newport Beach, California                           92660
  (Address of principal executive offices)              (Zip Code)

     Registrant's telephone number, including area code: (949) 644-2454


                     Toner Systems International, Inc.
              4485 Abinadi Road, Salt Lake City, Utah 84107
(Former name, former address and former fiscal year if changed since
last report).

     Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.     YES [x] NO [ ]

There were 6,932,296 shares of common stock outstanding having a par
value of $0.001 per share as of March 31, 2001. There were 7,000,000 shares
of preferred stock, having $0.001 par value, issued and outstanding as of
March 31, 2001.


                   Documents Incorporated by Reference

Certain exhibits listed in Item 6 of Part II have been incorporated by
reference.  An index to exhibits appears with Item 6.



THIS QUARTERLY REPORT CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD
LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995. THESE STATEMENTS APPEAR IN A NUMBER OF PLACES IN THIS
QUARTERLY REPORT AND INCLUDE STATEMENTS REGARDING THE INTENT, BELIEF OR
CURRENT EXPECTATIONS OF THE COMPANY, WITH RESPECT TO (I) THE COMPANY'S
PRODUCT DEVELOPMENT AND FINANCING PLANS, (II) TRENDS AFFECTING THE
COMPANY'S FINANCIAL CONDITION OR RESULTS OF OPERATIONS, (III) THE
IMPACT OF COMPETITION AND (IV) THE EXPANSION OF CERTAIN OPERATIONS. ANY SUCH
FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE
RISKS AND UNCERTAINTIES, AND ACTUAL RESULTS MAY DIFFER MATERIALLY FROM
THOSE IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS.


<PAGE>  1


                       Trident Systems International, Inc.

                                Form 10-QSB/A

                Quarterly Report, period ended March 31, 2001.


                             Table of Contents


INDEX                                                      PAGE

PART I  Financial Information                                3

Item 1. Financial Statements:


Consolidated Balance Sheets                                  4 & 5

Consolidated Statements of Operations                        6

Consolidated Statements of Changes In Stockholders' Equity   7

Consolidated Statements of Cash Flows                        8 & 9

Item 2. Description of Business and Managements Discussion   11-26

Description of Business                                      11

Management's Discussion and Analysis of
Financial Conditions and Results of Operations.              25

Part II.  Other Information                                  27


<PAGE>  2


                    TRIDENT SYSTEMS INTERNATIONAL, INC.

                    CONSOLIDATED FINANCIAL STATEMENTS

                   FOR THE QUARTER ENDED MARCH 31, 2001


<PAGE>  3


                    TRIDENT SYSTEMS INTERNATIONAL, INC.

                       CONSOLIDATED BALANCE SHEETS


                                  March 31,         December 31,
                                    2001               2000

ASSETS

Cash                             $  364,152          $         -
Marketable Securities             2,200,000                    -
Reserve for Purchase
of Futronix, Inc. (1)               800,000                    -
Accounts receivable - net
allowance of $38,451 and
Factored Receivables in the
Amount of $770,301                  466,288                    -
Advances                             59,303
Inventory                         1,476,535                    -

TOTAL CURRENT ASSETS              5,366,278                    -

Real estate property
and equipment                    16,544,726                    -
Depreciation                     (2,056,800)                   -
Goodwill - net                      156,146                    -
Other assets                        315,576                    -

                                $14,959,648                    -

TOTAL ASSETS                    $20,325,926                    -


<PAGE>  4


                                  March 31,         December 31,
                                    2001               2000


LIABILITIES AND STOCKHOLDERS'
EQUITY

LIABILITIES
Bank loans and Notes
Payable                         $ 1,761,292         $         -
Equipment Loans                     240,000                   -
Accounts payable                  1,496,672              16,050
Other expenses                      203,760                   -
Notes payable -
related party                       246,914                   -
Deposits by Customers               100,000                   -
TOTAL CURRENT LIABILITIES         4,048,638              16,050

Long-term debt, less
current maturities                4,262,581                   -
Purchase of
Subsidiary(1)                       800,000                   -

TOTAL LIABILITIES                 9,111,219              16,050

STOCKHOLDERS' EQUITY
Common stock - authorized
50,000,000 shares;
par value $.001; issued
and outstanding,
6,972,296 and 2,512,296
shares at March 31, 2001
and December 31, 2000
respectively                          6,972               2,512
Preferred stock - authorized
10,000,000 shares; par value $.001;
issued and outstanding, 7,000,000
and 0 shares at March 31, 2001
and December 31, 2000
respectively.                         7,000                   -
Additional paid-in capital       14,989,226             433,409
Accumulated deficit              (3,788,491)           (451,971)

TOTAL STOCKHOLDERS' EQUITY       11,212,707             (16,050)


                                $20,325,926          $        -


<PAGE>  5


                 TRIDENT SYSTEMS INTERNATIONAL, INC.

                CONSOLIDATED STATEMENTS OF OPERATIONS


                   Three Months   Three Months
                      ended          ended
                    March 31,      March 31,
                      2001           2000

SALES              $ 483,424   $       -
COST OF SALES        357,163           -

GROSS PROFIT         126,261           -
EXPENSES
Operating
Expenses            (395,141)    (13,490)

                    (268,880)    (13,490)

OTHER EXPENSES       (21,888)          -

INCOME BEFORE
INCOME TAXES        (290,768)    (13,490)

INCOME TAXES               -           -

NET INCOME (Loss) $ (290,768)  $ (13,490)

NET INCOME (Loss)
PER SHARE         $    (.039)   $  (.001)


<PAGE>  6


                      TRIDENT SYSTEMS INTERNATIONAL, INC.
                         (Development Stage Company)
         STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
       Period August 25, 1980 (Date of Inception) to December 31, 2000

                                                     Capital in
                                   Common Stock      Excess of    Accumulated
                               Shares        Amount  Par Value    Deficit

Balance December 31, 2000   2,512,296      $ 2,512  $ 433,409 $ (451,971)

Issuance of shares for
Purchase of JBE Electronics 1,500,000        1,500    754,746   (785,163)

Issuance of shares for
Purchase of eKomart, Inc.     800,000          800  1,050,970     94,279

Issuance of shares for
Purchase of Sea Hunt/Telco    400,000          400  6,230,218   (644,995)

Issuance of shares for
Purchase of Futronix          400,000          400  3,522,883 (1,709,873)

Issuance of shares to
Consultants                 1,360,000        1,360

                                             6,972

                                Preferred Stock:

Issuance of 3,000,000
Stock Purchase to Sporn                      3,000  2,997,000

Issuance of 4,000,000
Pursuant to acquisitions                     4,000

                                             7,000

Net Loss                                                         (290,768)

Balance on March 31,       6,932,296               14,989,226  (3,788,491)
2001

Preferred Shares-          7,000,000




<PAGE>  7


                    TRIDENT SYSTEMS INTERNATIONAL, INC.

                    CONSOLIDATED STATEMENTS OF CASH FLOWS



                                           March 31,
                                      2001          2000

CASH FLOWS FROM
OPERATING ACTIVITIES

Net income (loss)              $  (290,768)        $(13,490)

Adjustment to reconcile
net income to net cash
provided by operating
activities                          21,909                -

Accounts receivable -
net                                 40,866                -
Accounts receivable -
factored                            11,797
Inventories                         25,915                -
Accounts payable                    12,385           13,490
Working capital
advance                             59,160                -
Other payable                      (21,059)               -

                                  (139,795)               -

CASH FLOWS FROM
INVESTING ACTIVITIES

Security deposits                   (3,877)               -
Marketable securities/
investment                      (2,969,991)               -
Acquisition of
property and equipment              (1,322)               -

                                (2,975,190)               -


CASH FLOWS FROM
FINANCING ACTIVITIES

Capital contribution                     -                -
Issuance of Preferred
Stocks                           3,000,000                -
Loans to shareholders              116,307                -
Accrued interest                      (549)               -
Payments for
equipment loans                    (15,749)               -
Payments for notes
and bank loans                     (12,205)               -

                                 3,087,804                -



<PAGE>  8


                        TRIDENT SYSTEMS INTERNATIONAL, INC.

                       CONSOLIDATED STATEMENTS OF CASH FLOWS



                                           March 31,
                                      2001          2000


INCREASE (DECREASE)
IN CASH                            (27,181)               -

CASH BALANCE-
beginning                          391,333                -

CASH BALANCE-
3/31/01                            364,152                -


<PAGE>  9


                     Notes to Financial Statements

1)   On March 19, 2001 the Company purchased Futronix, Inc. from Salient
Cybertech, Inc. for 400,000 restricted Common Shares, and $800,000 in cash.
$55,000 have been released to Salient, and the remainder held in reserve,
as the former owners of Futronix, Rande Newberry and Nevin Jenkins, have
asserted that the transaction between Salient and the Company is void.
Salient has commenced an action in the Florida Circuit Court to confirm
Salient's ownership of Futronix, and the validity of the sale to Trident.
Counsel has informed us that the position of Newberry and Jenkins are without
merit.


<PAGE>  10


Part I.  Item 2. Description of Business and Management's Discussion

Background

History and Organization

Toner Systems International, Inc. (the "Company") was incorporated under the
laws of the State of Utah on August 25, 1980 under the name of Business
Ventures Corporation, for the primary purpose of developing mining properties
and exploration for oil and gas.

On August 18, 1983, Business Ventures Corporation merged with a privately
owned Utah Corporation, Cherry Creek Gold Corporation and as the surviving
company changed its name to Cherry Creek Gold Corporation. The Company owned
various mining claims in Nevada and Arizona and did exploration and
evaluation work on their claims located in Yavapai County, Arizona.

The Company underwent a name change to Toner Systems International
Inc. on December 30, 1994. This name change was made to better reflect a new
direction for the Company during its attempt at entering the toner
cartridge industry, which was subsequently abandoned.

On August 18, 1997 the shareholders of the Company authorized a change of
domicile of the Company to the State of Nevada by means of merger with and
into a Nevada corporation formed by the Company for this purpose.  The Nevada
company was incorporated on February 9, 1998, and the merged entity continued
to operate under the name, Toner Systems International, Inc.

The Company, having had no active business began to actively seek one or more
acquisitions through 1998, 1999, and 2000. The Company, between January 24,
2001 and March 19, 2001 purchased J.B.E. Electronics, Inc., eKomart, Inc.,
Futronix, Inc., Sea Hunt, LLC. and Telcoenergy, LLC. The terms of each
purchase is fully described under the heading "Material Events", on page 18.

Futronix, Inc., Sea Hunt, LLC., and J.B.E. Electronics, Inc. form the basis of
the High Technology Division of the Company. The Company plans to develop
this division through internal growth, and through further Acquisition.

Telcoenergy, LLC. and eKomart, Inc. form the basis of the Capital Growth
Division of the Company. This division looks to traditional businesses with
significant "up-side" to build a solid equity base for the Company, based on
"brick and mortar" type of operations. The Company plans to develop this
division through internal growth, augmented by acquisition of companies that
will augment the existing operations.


<PAGE>  11


A. High Technology Division:

FUTRONIX, INC., a Florida Corporation incorporated in March of 1988, made
its entry into the electronic contract manufacturing industry in March of
1988 providing assembly labor to a consignment base. Consignment is an
industry term where the customers supplied the components and FUTRONIX
provides the equipment and labor to assemble and test the products. This
concept has relatively low capital risk because the raw components
typically make up about 70% of the cost of an electronic assembly. This
consignment work continued through 1996, with the exception of a few
small "turn-key" jobs. Turnkey is a concept that requires components and
labor to be provided to complete a finished Printed Circuit Assembly
(PCA) for the customers based on their drawings and specifications.

In 1997, a major transition to "turn-key" was accomplished, resulting
in 35% of sales in 1997 being "turn-key" as opposed to less than 10% in
1996. In 1998 turnkey sales accounted for 75% of sales. With turnkey work,
Futronix sets the production schedules based on longer term Purchase
Orders.  The transition to turn key work required the development of a
purchasing department, Materials Requirement Planning and related
materials tracking, stocking, and issuing systems. An NT based SQL
server with over 30 on line stations was installed supporting the
following control and tracking databases:

- Shop control that tracks the status of all work-in-process (WIP)
- Purchase order system that verifies and controls all purchases made,
verifies receipt of ordered items and tracks vendor quantity in three
categories.
- Inventory control that logs receipt, and issuance of all materials
used in all value added services.
- Materials Requirement Planning (MRP) that can generate forward looking
reports for future material needs, based on current schedules, orders,
inventory, work-in process.
- Return stock (RTS) and scrap. The MRP system assures that when a job
is scheduled, the components to complete the job are on hand when needed.
- Quality reporting that provides process status, process yield, vendor
status, and other quality reporting as required by ISO9002 policy.
- Schedule control that allows for efficient workload and leveling.
- Bill of material (BOM) control and verification that ensures every
component used in a customer's product is approved and correct.
- Job cost module that utilizes the shop floor tracking system, materials
and labor utilization to feed back costing information to management for
quoting and resource allocation purposes.

The controls enumerated above were implemented to provide full turn-key
services and to meet the requirements for ISO9002 quality standard
certification.  The substantial costs to the company to implement this
system resulted in reduced earnings in 1997 and 1998.  However, the
company is now poised to facilitate larger turn-key accounts.  In the
first quarter of 1998, FUTRONIX received ISO9002 quality standard
certification from Underwriters Laboratories (UL), without a single
nonconformance.  As a result of operating in a solid operable quality
system, the Company increased its first pass yield (FPY)
from 70% to currently better than 97% for any individual process.

Facilities

FUTRONIX, INC. is located in Suncoast Industrial Park, Homosassa, Florida
and presently occupies two main buildings, and several support and
storage buildings totaling 35,000 sq. ft.. Approximately 40 acres of
adjacent industrial property is owned by Salient and is available for
expansion as required. The facilities are provided from Salient.

Management is of the opinion that Futronix' current facilities are
adequate for its immediate needs.  As the Company's business increases,
additional facilities may be required. The current facilities
are expected to suffice until after December 31, 2001.

Products and Services

FUTRONIX INC. is a high quality Electronic Contract Manufacturer (ECM)
providing manufacturing, test, prototyping, and product development and
support for a diverse set of market segments.  Printed circuit assemblies
and box build products manufactured in medium to high volume supplied to


<PAGE>  12


OEM's for commercial, industrial, medical, and telecommunication
applications.  As an ECM, Futronix reviews our customers' product
specifications and develops and implements a plan to fabricate and test
the product (typically a Printed Circuit Assembly), that meets or exceeds
the functional and quality specifications.  This plan typically calls for
continual improvement that will reduce the costs while maintaining quality.
A percentage of the realized cost savings, typically 50%, are passed on
to the customer.

Product Description

Printed Circuit Assembly (PCA): Futronix utilizes automated, high-speed
assembly equipment that can be used or adapted for most any type of PCA
manufacturing.  PCA types include Surface Mount Technology (SMT),
conventional through whole technology, mixed technology, and mechanical
fabrication and assembly.  Turnkey, consignment or combinations of these
services are offered.  The Company also provides design and product
development, along with design for test and manufacturability services
for customers who do not have the personnel or expertise to fulfill this
requirement.

Box build at multi levels from finished products bulk shipped in retail
dress box packing shipped direct to the distribution center, retail outlet
or even to the end user. Stocking finished goods, warranty return service,
invoicing and payment processing are additional services Futronix can
offer.

Competition

FUTRONIX is small to mid size in comparison to the top ECM's with sales
over $100 million. The Company is able to be competitive in bidding for
contracts based on its capability, reputation and its location in a
plentiful and favorable labor market.  The Company has had to turn down
substantial contracts in the past due to limitations in its ability to
purchase inventory of components in advance for large contracts. The
excess capacity of our production facility allows us to immediately
respond to increases of current customer needs as well as the influx of
new business.  This surplus capacity allows Futronix to be very competitive
when responding to requests for quotations.  Since the fixed overhead is
covered by current work, any additional work will lower our burdened labor
rate, thus allowing aggressive quotations at the same time increasing
margins.

Technology

Technology is the basis of our business and it's growth.  Electronic
circuits are becoming more and more prevalent in every day life.
Mechanical products of just a few years ago now have electronic
circuits that control, monitor, indicate, and make the product easier to
use.  From toys to automobiles, appliances to computers, consumer,
commercial and industrial products have included technology as a
tool to gain a competitive edge. As technology becomes more specialized
Original Equipment Manufacturers (OEM) are focusing more on leading edge
design and outsourcing the manufacturing to ECMs.  In addition, as
component complexity grows, OEMs are finding the capital expense for the
specialized equipment and assembly techniques outweigh the cost to
outsource in many applications. Futronix has been, management believes, a
leader in technology advancement to meet these needs. Futronix co-
developed a process with AIM solderpastes for intrusive reflow that cut
60% of the assembly costs for a customer's computer product.  The process
called Step Soldering Aids "Intrusive" Reflow was published in the
September 1996 issue of SMT magazine.

Future Products

Futronix sees the mutual advantages of consolidating the diversified
needs of an OEM into a "one stop" contract manufacturing enterprise where
box build products are leading the growth in our industry.  Expansion
plans to meet these growing requirements include an injection molding
facility and laminated keypad fabrication.  Both of these products/
services fit well in our industry and are used in the vast majority of
Box build products.

Market Analysis Summary

According to Manufacturing Market Insider (MMI) September 1997, the ECM
market is estimated to be nearly $90 billion in 1998. The article sited


<PAGE>  13


the trend of OEM's to outsource manufacturing to the ECM industry:

"Electronics contracting manufacturing should continue its growth of
nearly 20 percentage points more than the overall electronic equipment
industry growth". According to Contracting Manufacturing from a Global
Perspective, a recent report from Technology Forecasters, based on a
study of 149 electronic contract manufacturers and their customers.
"There's no holding back in evidence - OEM's demand for manufacturing
cost reduction, new assembly techniques, global manufacturing, and
outsourcing of complete systems contributes to the 25 percent global
compound annual growth rate from 1996 through 2001," said Pamela J.
Gordon, management consultant and president of Technology Forecasters.

Strategy and Implementation Summary

Futronix Inc. strategy for growth consists these key elements:

- To maintain focus on key competencies such SMT and mixed technology
PCA assembly, and expand our involvement in box build products, which
represents the ECM markets fastest growing segment.

- To build and maintain long term relationships with our customers.  To
become a partner, not a vendor to OEM's by providing not only a product
delivered on time, but include a service that will continually provide
cost reduction actions and product improvements.

- To continually improve our internal systems to provide our customers
the highest quality in the industry. Quality not only in the products we
manufacture, but also in communications, information, and all other
services offered.

Sales Strategy

The key to growth is an effective marketing plan utilizing qualified,
experienced marketing personnel.  As a concurrent effort, we are putting
emphasis on key vendor relations to provide quick response to Requests
for Quotation (RFQ). This not only takes coordination with vendors
regarding component pricing, but also our internal labor costing estimates
based on acquiring the new work. We have budgeted for several internal
cost tracking, forecasting and compilation programs and systems. These
will be continually upgraded to maintain the capability to provide a
"snapshot" of what operations would be if the quotation were accepted.

Additionally, we will be directing our marketing efforts towards a network
of Futronix representatives throughout the US and other regions.  These
Independent representatives are well versed in the industry and have
focused local knowledge of prospective customers.  We will be focusing
on our core competencies, which are medium to high volume PCA's with an
emphasis on SMT.

Management

Nevin C. Jenkins (42), PRESIDENT: Mr. Jenkins, President of Futronix,
Inc., manages the company on a day-to-day basis. His background gives him
a wealth of experience to draw upon in guiding Futronix in its future
growth. In 1976, a Vice President of Diversified Industries, Mr. Jenkins
headed up the national marketing effort that grew from less than a $1M
in 1976 to over $10M by 1978. He sold his interest in Diversified in 1979
to form his own company, Med-E-Lert.  Based on his knowledge of both
security system electronic capabilities and market demands, he developed
the Personal Emergency Response System (PERS), which became nationally
famous with the slogan "Help, I've fallen and can't get up".  In 1985 Mr.
Jenkins sold the marketing rights for the PERS to Life Call Systems.  He
retained the manufacturing rights for the PERS and in 1986 moved the
production facilities from Clearwater, Florida to Homosassa, Florida,
where he built a manufacturing plant for high volume production of the
PERS base units and supporting devices.

In 1988 he partnered with Rande Newberry and formed the electronic
manufacturing company - FUTRONIX, INC. The PERS manufacturing plant was
sold and the company's operations were moved to the larger facilities
where FUTRONIX, INC. is today.


<PAGE>  14


Rande W. Newberry (43), VICE PRESIDENT: Mr. Newberry has brought to
Futronix the electronic knowledge needed for expansion in the electronic
contract manufacturing business.  Mr. Newberry holds a BSEE from the
University of South Florida, as well as associate degrees in Business
Administration (ASBA) and Electronic Engineering Technology (ASEET).
From 1983 to 1987 he worked from Senior Engineering Technician to Engineer
at Honeywell's Tampa, Florida operations. In 1988 he became an independent
contractor for Honeywell until joining with FUTRONIX, INC.

Robert J. Fountaine - General Manager, Futronix, Inc.  Mr. Fountaine has
20 years senior and executive management experience in sales, marketing
and general management in both the Electronics contract manufacturing and
electronic component distribution industries.  Prior experience includes
positions with Avnet, Flextronics, SGI and most recently Future
Electronics, where Robert increased sales almost five-fold and negotiated
the purchase of a Honeywell facility in Phoenix that resulted in a 5
year, $100 million outsourcing contract.  As a Regional Manager with Avnet,
Mr. Fountaine's team sales grew from $14 million to $30 million in 3.5 years
and as District Manager for Florida's West coast his sales went from
$35 million to $49 million in the first fiscal year.  Mr. Fountaine has
continually demonstrated repeated success in the development, growth and
profitability of creative management, marketing and supply chain solutions.

Robert Garrett, Chief Financial Officer. Mr. Garrett has 35 years experience
in accounting, along with prior teaching at University Of South Florida
for tax and accounting.  Mr. Garrett's accounting firm, W.R. Garrett CPA
was utilized by Futronix since incorporation. Mr. Garrett is a certified
public accountant and holds a Master Degree in accounting from Nova
Southeastern University and a bachelor's degree in accounting from
University Of Florida.

Current Litigation

        On March 19, 2001, Futronix, Inc. was sold to Trident by
Salient Cybertech, Inc., subject to Board approval by the Board of Directors
of each company. The transaction was valued at $8,000,000. The terms of the
transaction were fully disclosed in a Report on Form 8-K filed with the
Securities and Exchange Commission on March 21, 2001, and said Report is
incorporated herein by reference.

The former owners of Futronix, Inc. have asserted a claim that the
transaction is void as no transaction involving Futronix may take place
without the approval of the former owners of Futronix, Inc., Rande Newberry
and Nevin Jenkins. Newberry and Jenkins also claim that they have the right
to rescind the original purchase of Futronix by Salient Cybertech, Inc., and
that they have exercised that right.

Salient has advanced over $1.3 million to Futronix. The last $600,000 was
advanced on March 20, 2001, on the explicit understanding that Futronix was to
be sold to Trident Systems International, Inc. The former owners of Futronix
explicitly waived their rights to any rescission in November, 2000.

Management feels that Newberry and Jenkins have no legal basis for their claim
of rescission, and that the sale of Futronix to Trident was valid and legally
enforceable.

Salient has commenced action in Florida Circuit Court for a declaratory
Judgment stating that Salient owned Futronix at all material times, and the
sale of Futronix was a valid sale.


<PAGE>  15


Counsel has informed management that Salient should prevail in its action.
This means that the sale to the Registrant is valid.

To date Trident has advanced $55,000 as against the said sale, and the
shares issued to Salient are being held back pending the resolution of
this matter.



JBE ELECTRONICS, INC.

JBE Electronics, Inc. ("JBE"), was organized under the laws of the
State of Nevada September 11, 1998, and has never been a party to any
material reclassification, merger, consolidation, or purchase or sale of
a significant amount of assets not in the ordinary course of its business.
JBE was purchased by the Company on February 7, 2001.

JBE is a manufacturing company in the security/surveillance industry.  It
provides its services and products to distributors in the security industry.
JBE's core business is providing R&D and products utilizing digital imaging
processing technology. Sales are primarily made through the New Jersey parent
parent company, while R&D and product development are carried out by the
Korean Subsidiary, JBE (Korea), Inc. Since inception, the nature of JBE's
business has not changed.

JBE currently plans to expand its product line utilizing its technology in
the development of internet security systems.

JBE currently has one Trademark registered in Korea, "JBE". The trademark,
registration number 0466418, is valid until 3/10/2010, at which time it
must be renewed.

JBE has 8 patent applications applied for in Korea, including a traffic
control system, and an extreme temperature camera system.

The company has three copyrighted software systems utilized in the
surveillance industry.

JBE engineers developed and produced 5 models of CCTV cameras, 4 models of
controllers, and a revolutionary video recorder to take the place of the
VHS system in monitored surveillance systems.  JBE has recorded sales of over
$1.4 million in its first operational year.

JBE has 3 full time employees in the US office, and 14 full time employees
in the Korean office.

JBE leases 3,500 square feet in its New Jersey facility and 3,100 square feet
in Korea.


<PAGE>  16


SEA HUNT, LLC.

Sea Hunt, LLC, an Oklahoma limited liability company, was formed in
September of 2000 for the purpose of owning 50% of Sea Hunt, Inc. Sea Hunt,
Inc. was incorporated in 1996. Sea Hunt, Inc. was granted two permits from
the Commonwealth of Virginia to seek out and salvage sunken shipwrecks
within its territorial waters. The Company located approximately twelve
wrecks within the boundary of Sea Hunt's permits. Two of these wrecks
are believed to be the Spanish "galleons" named the Juno and the La Galga.

PRODUCTS AND SERVICES

Sea Hunt, Inc. is a New Hampshire corporation under contract to the
Commonwealth of Virginia to explore for and salvage abandoned shipwrecks
imbedded in certain submerged lands within Virginia's territorial waters.
On March 11, 1998, Sea Hunt filed verified In Rem admiralty complaints
against two wrecks. The complaints alleged that pursuant to the Abandoned
Shipwreck Act of 1987 (ASA), the Commonwealth of Virginia was the owner of
the shipwrecks and Sea Hunt was entitled to salvage the wreck(s) under
Virginia permit. Alternatively, Sea Hunt requested a liberal salvage award
for recovering the artifacts from their marine peril. In order to protect
the ongoing salvage from interference by third parties, Sea Hunt requested
an injunction prohibiting third parties from interfering with the salvage
operations. On March 12, 1998, the United States admiralty court issued an
Order directing the In Rem arrest of the vessels, which granted Sea Hunt
the exclusive right to continue the salvage activities and appointed Sea
Hunt as Substitute Custodian.

HISTORY OF THE JUNO

After the Juno left Vera Cruz, Mexico in March of 1802 with 2,200,000 pesos
it was damaged and went to Puerto Rico in April for repairs. When the
repairs took too long these pesos were taken off the Juno and placed on
another ship (called the Asia) in August for which there are clear records
available in the archives in Seville, Spain. The Juno was finally repaired
in October and ready to sail. It was decided to put the Third Battalion
onboard. Many of these soldiers who had been on duty for up to twenty years
campaigning throughout the New World would have had their authorized
allotment of pilferage onboard the ship with them when it sank. Their
private hordes of treasure are now archeological artifacts that may be of
great interest to the public. In addition, Sea Hunt found documents which
are not in the archives in Seville, (because there was no manifest),


<PAGE>  17


indicating that coins were loaded onto the Juno before attempting to sail
home with 425 people on board.

Sea Hunt's archivists found a letter in Puerto Rico from the Viceroy of
Santo Domingo basically saying that as per instructions I have emptied the
Royal strong box of paste (gold and silver), and loaded it onto the Juno
which left Puerto Rico yesterday. Another letter was uncovered from the
Viceroy of Santo Domingo saying in effect that I followed instructions and
emptied the mint for the Juno, but should have been allowed to keep an
amount of 500,000 to pay the governments obligations. Although Spain does
not have these two letters in Seville, they should have been aware of a
third letter which was included amongst the 700 documents which Spain
submitted  as evidence in their lawsuit. This letter which was sent in
November of 1802 after the Juno sank, is on record in both the archives of
Puerto Rico and Seville. It is from the Admiralty in Havana to the King
concerning news about the loss of the Juno. The letter says the Juno was
sent to Spain with a registered 700,000 pesos.

Furthermore, there is reason to believe that certain high level authorities
in the New World may have realized that the end was near when they were
ordered to empty the mint of all its money. Sea Hunt believes that the
greatest treasure besides the 700,000 pesos to be recovered from the Juno
are the personal artifacts carried onboard by the soldiers and possibly
fleeing people, (including women and children). For example, it is of
record that the Juno was carrying the accumulated treasure of an important
general who twice led the natives in Haiti against France. He was killed
and his treasure, which was considerable, had an official stamp on his
gold and silver bars.

SUMMARY

The primary vessel arrested by Sea Hunt, determined to be the Juno, sank
in 1802. Sea Hunt's archivists undertook extensive research work to
determine that the Juno was carrying valuable treasure. The ship was
attempting to return to the Old World with an extensive array of artifacts,
and 700,000 pesos to pay Napoleon's army. Because this payroll money was
lost at sea, Napoleon shortly thereafter sold the Louisiana Territory to
the United States for $15,000,000 making this an historic vessel.

Current Litigation

In August 1998 The National Park Service tried unsuccessfully to establish
ownership of these two shipwrecks. The National Park Service appealed to
the US Justice Department to intervene. In turn the United States (Justice
Department) convinced Spain to use its status as a foreign sovereignty to
assert ownership of the two wrecks, agreeing to pay for Spain's legal fees.
In 1998 The Kingdom of Spain and the United States sued Sea Hunt, Inc. and
the Commonwealth of Virginia for possession of the two shipwrecks.
Eventually the court ruled that the United States had no claim to the
wrecks and that the US Justice Department could not spend US taxpayer's
money to fund Spain's legal bills.


<PAGE>  18


Spain, however, continued its assertions of ownership, and in January,
2001, the 4th District Court held that the two wrecks had never been
abandoned by Spain, and were the property of the Spanish Government.

The Court refused to award any salvage costs to Sea Hunt. Sea Hunt Inc.
appealed to the Supreme Court to overturn the 4th District's decision to
award ownership of the two vessels to Spain without granting a salvage
award to Sea Hunt, Inc., and the Supreme Court decided not to hear the case.

Currently, Sea Hunt has appealed the lower Court's order to turn over the
location coordinates of the Juno to Spain, claiming intellectual property
rights to the information, and further claiming salvage fees for the
information. Sea Hunt spent over $2,000,000 on the research and recovery of
the Juno. Management and Sea Hunt's Counsel feel that Sea Hunt will prevail
in the litigation.

There also appears to be congressional support for an ACT that would allow
Sea Hunt to be awarded salvage for the vessels.

THE INDUSTRY

Following World War II, and with the introduction of SCUBA dive-gear and
underwater metal detectors, "treasure-diving" rapidly became an international
sport - the success of which brought into being the "commercial retrieval"
of valuable sunken cargoes. This differed from the normal salvage work in
that it was largely developed by individuals who relied on the absence of
industrial standards and lack of legislation to mount projects without
regard to national or international regulations. By the end of the 1960's,
such submarine "wildcat" operations were slowly giving way to more serious,
regulated, retrieval operations - but the necessary regulatory restrictions
also resulted in fewer and fewer treasure-hunting expeditions being launched,
as is the situation today and for the same reasons. This is due to the fact
that, right from the beginning, there has been no real "industry" to support
such enterprise, no central organization to promote and back the many
individual components driving it.

Over the past thirty years the underwater archeological community has
demonstrated its extremely limited ability to raise sufficient funds from
either government sources, institutions or charitable donations to preserve
historic wrecks from peril. The recovery of future wrecks depends primarily
on the ability of free enterprise to salvage them commercially under the
supervision and support of the regulatory bodies involved. Important
artifacts need to go to the museums, but the majority of duplicate coins,
for example, may be sold to private collectors who appreciate their historic
value. Museums are only interested in displaying, for example, a limited
number of duplicate silver bars from these wrecks. The treasure-hunting
industry needs to develop creative ways to maximize the market value of
ancient silver to help pay for future treasure expeditions and find more
artifacts that museums will want to exhibit. Today museums, under pressure
from the underwater archeological institutes, are boycotting the purchase
and/or display of underwater artifacts recovered by non-institutional
archeological salvors.


<PAGE>  19


SEA HUNT'S MISSION

Sea Hunt, Inc. is a recognized industry leader. It has already demonstrated
proprietary research and recovery techniques in locating twelve wrecks
within the boundaries of its permits. In the case of the Juno, Sea Hunt has
been exemplar in its compliance with Virginia's strict permitting
requirements, including rigid archeological procedures, and was successful
in retrieval operations until halted by the commencement of the lawsuit
earlier disclosed.

SEA HUNT'S BUSINESS PLAN:

Sea Hunt plans to provide funding to valid, track-proven, treasure hunting
enterprises in exchange for joint-interests in their finds, and a
coordinated marketing effort, to offer continuity in their work rather than
the expensive and inhibiting "go-stop-go-stop" practices presently
employed. This will entail providing sufficient financing to support
operations for sometimes two years, or more, until the individual venture
yields dividends. Many valid expeditions who originally thought themselves
adequately financed have found that the time and expense of obtaining
governmental approval and the necessary licenses has eaten away at their
funds to such an extent they can no longer cover their start-up costs, let
alone await a division of treasure at an unknown future date. This is
especially true if the treasure has to be adjudicated through a laboriously
slow Court process.

The leading salvors recognize the need to bring professional attributes to
bear on the business of treasure-hunting in the form of planned and
organized expeditions, funding, business management, media coverage and
especially marketing of museum-surplus treasure items. The sale of salvaged
shipwreck coins and other legally marketable artifacts must be well
coordinated through a controlled marketing program. Sea Hunt recognizes the
need for consolidation in this business and its potential to grow through
future acquisition. However, the most important attribute which Sea Hunt,
Inc. has to offer both salvors and investors is its marketing program to
sell shipwreck treasures at their highest value. Several leading salvagers
have expressed willingness to be acquired by Sea Hunt, Inc., to unify
marketing efforts and help focus and self-regulate the treasure-hunting
industry so as to offer a profitable environment for investors and
provide public access to information and artifacts from historic shipwrecks
which are in peril.

It is felt by management that the awards for present salvage projects will
fund the abovementioned acquisition and marketing strategy. In the event
that there are no salvage awards from the Juno salvage, or other current
projects, further growth will have to be curtailed indefinitely.


<PAGE>  20


B. CAPITAL GROWTH DIVISION

TELCOENERGY LLC.

Telcoenergy, LLC. was formed in 2000 in the state of Oklahoma.
The company owns, maintains and leases gas pipeline easements, primarily in
the State of Oklahoma.


                            eKOMART, INC.

                            THE COMPANY

                           BUSINESS (GENERAL)


We manage and have an ownership interest in 2050 S. Havana St.
(DTSE) LLC. ("KOMART MALL"), Komart Korean & Japanese Supermarket,
LLC., ("KOMART SUPERMARKET"), and Korean Restaurant, SAAN, LLC. ("SAAN"),
all organized pursuant to the laws of Colorado in 1999. We also own and
operate the food court within the mall, and own the rights to the name
ATA Sushi, which we plan to utilize in developing a chain of fast food Sushi
outlets.


                         BUSINESS DEVELOPMENT

We plan to consolidate, nationally, our market sector by acquiring or
opening additional Asian grocery centers and shopping malls in primary
markets. To do this, approximately $1,500,000 will be required per site. We
do not have the funds at present, and if they cannot be raised through
private placements, it is unlikely that we will be able to open any
additional sites in the near future.

Background Information

We were incorporated in the State of Florida in February,
1997 as Diversified Medical Industries, Inc. We initially purchased
two medical clinics for resale from Cyber-care, Inc., a Florida public
Corporation, which we subsequently sold.  Upon the sale, we became a
development stage company, whose only asset was the Note receivable due
pursuant to the above mentioned sale.  The clinics subsequently failed,
and it is unlikely that the note receivable will ever be paid.
(See- Financial Statements and accompanying Notes).

On November 3, 1999, we purchased the assets of RTG-TPD Holding Co., LLC.
(RTG), a Colorado Limited Liability Corporation. We changed the name of the
company on September 26, 2000 to eKomart, Inc. to better reflect our
business. In November, 1999, we purchased the food court operation from the
owners of Hans Restaurant Management LLC., and ATA Sushi & Teriyaki.

We have never been a party to any material reclassification, merger,
consolidation, or purchase or sale of a significant amount of assets
not in the ordinary course of business, except as disclosed herein.


                             BUSINESS


              SHOPPING MALL OPERATION IN DENVER COLORADO

Geographical and Demographic Considerations

The shopping mall, in which we have a 15% interest, and of which we are the
operating Manager, located at 2000-2080 S. Havana St., Aurora, Colorado, is
a 50,685 square foot strip shopping center with KOMART Supermarket as its
anchor tenant.  The center was built in 1973 and is an all brick building
with good retail visibility from Havana St.  The mall is zoned B-1 and has an
entire city block of frontage along Havana St., a heavily traveled and
congested road providing access to I-70 to the north and I-225.

The mall is located in the heart of the Korean shopping district, with a
substantial number of Koreans residing in the immediate area and within easy
driving distances.  The area saw high growth from 1980 through to the
present, with a population increase of 60% within a one-mile radius, and
an increase in the number of households in the same area of nearly 75%
(Source: State Census Figures).


<PAGE>  21


Operating Characteristics

The mall is 100% occupied with our 16,582 Square Foot (SF) Komart Korean-
Japanese Supermarket as the anchor tenant. Recent leases have been for
$14/SF.  There is increasing demand for any spaces available in the
mall by the local Korean merchants, producing a long waiting list for space,
which should help greatly in a continued maximization of rental income from
the mall.

The building was conservatively appraised at $3,400,000 by Key Bank in
February 1999.  We own a 15% interest in the mall.

Future Expansion Plan

We plan to develop five additional Korean Shopping Malls, with the same
marketing and operational concept as in Denver CO., in the following
cities; Dallas TX, Houston TX, Chicago IL, Detroit MI, San Jose, CA in 2001.
We believe that approximately $1,500,000 will be required for each mall.
The funds will be raised through the development of joint ventures, with
eKomart managing the mall. If the funds cannot be raised, the malls will not
be able to be opened, and the expansion plans will be indefinitely curtailed.

         KOREAN-JAPANESE SUPERMARKET OPERATION IN DENVER COLORADO

Demographic and Market Information

There are approximately 35,000 Koreans in the Denver metropolitan area.  The
Korean grocery market is served by four small Korean grocery stores. It is
estimated that the combined market share of these four stores is only 30% of
the potential market, leaving the majority of this market niche untapped.  In
addition, we plan to aggressively market our products to the general
population of Denver through (combined) online and traditional
advertising.

Operations and Management

The Korean, Japanese and natural organic food supermarket, KOMART, of which
eKomart owns 30% and of which it is the operating manager, occupies 16,582
square feet of space within the KOMART shopping mall; of which 5,582 square
feet are occupied by five subtenants and four food court restaurants.


Future Expansion Plan

     KOMART SUPERMARKET plans to open or acquire five additional Korean
grocery centers and shopping malls with the same marketing and operational
concept as KOMART in Denver CO. in the following cities: Dallas TX, Houston
TX, Chicago IL, Detroit MI, and San Jose CA.

     As a core business, we will advertise and promote our products as all
naturally produced organic products with no chemical additives.  We
believe this differentiates the Komart product from virtually all other
oriental supermarkets, and, indeed, from all major supermarkets, generally.

     It is anticipated that about $1,000,000 will be required to open each
supermarket, and the funds will be raised by offering joint ventures
similar to that offered in Denver, with the management of the Supermarket
being left to eKomart.  We also plan to use profits, if any, to


<PAGE>  22


establish new supermarkets.  If the funds cannot be raised, any
expansion plans will have to be curtailed.

                         FOOD COURT OPERATIONS

     We own and operate the Korean-Japanese fast food outlet in the
Supermarket. We plan to establish other such outlets as well as ATA Sushi
outlets in our malls and Supermarkets.  The ATA Sushi outlets will
offer Sushi and Sashimi (raw fish dishes) on a fast food basis. It will
cost about $250,000 per outlet, and we plan to sell these through
joint ventures.  In the event that no joint venture partners are found, the
establishment of these outlets will have to be curtailed indefinitely.

          KOREAN RESTAURANT OPERATION ("SAAN") - DENVER COLORADO

Demographic, Management and Marketing Information

Korean Restaurant, SAAN, is looking to penetrate the market for foreign,
exotic food by offering 11,000 SF of authentically decorated eating space,
with a full service catering operation on the premises.  The cuisine will be
produced under the supervision of an executive chef with 35-years experience
in Hotel Shilla in Korea, as well as in many Korean restaurants in New York
City.

The entire operation is managed by a management group under the
stewardship of Mr. Han S. Shin, who has more than 25 years of restaurant
management experience.

The main client base is the more than 35,000 Koreans in the Denver metro
area.  As well, aggressive marketing will be utilized to penetrate the non-
Korean population of Denver.  We believe that the policy of serving only
natural organically produced food with no chemical additives will serve to
enhance the desirability of visiting the restaurant to both the ethnic Asian
and non-Asian population.

Operations

The restaurant will share the same kitchen facilities with the catering
business, producing, what management believes will be, an operation
maximizing both facility and staff utilization.  Virtually all food
and materials will be purchased from KOMART SUPERMARKET.  This produces a
situation where both entities will benefit from the economies of large bulk
purchases.

SAAN is also looking to tap into the lunch take-out and delivery business
without incurring significant incremental operating expenses, thereby
utilizing the existing facilities to the maximum.  We believe that
SAAN will be able to do approximately 500 bento-style lunches as a take-out
and delivery business on a daily basis, even without much marketing and
promotional activity.

The $750,000 required to complete the Restaurant will be raised through a
joint venture with local businessmen.  We will operate the facility.

Future Expansion Plan

Restaurants are planned to open in conjunction with the opening of all
KOMART malls and supermarkets, as well as in Las Vegas NV, Phoenix AZ, Salt
Lake City UT, and Orlando FL. The openings will be dependent upon raising


<PAGE>  23


approximately $750,000 per restaurant, through joint ventures with local
businessmen. If we cannot raise the funds, the expansion plans will have
to be curtailed indefinitely.

           THE eKOMART STRATEGY-MALLS, SUPERMARKETS AND RESTAURANTS

The mall was fully occupied from inception and is profitable.  The
area is one of high growth and property appreciation within a stable, middle
to high-income area.

The Korean population in America is growing and tends to concentrate in
certain urban areas.  This population is extremely faithful to its ethnic
roots, and tends to frequent Korean malls and restaurants.  The mall is also
designed to attract the average American.

Our plans for growth and expansion have a firm basis in providing
predictable products and services. The malls will all be essentially
identical, providing the community with what management believes is a
consistently high level of service and product.  As well, with respect to
restaurants, we believe the SAAN restaurant concept will attract as many non-
Koreans as Koreans. These plans, however, are based upon us raising the
capital needed for expansion, as explained in the preceding sections. If the
funds cannot be raised by private placement investment and by offering joint
ventures, then all plans for growth will have to be delayed or totally
curtailed.

We plan to standardize our menus in all restaurants and to purchase all
goods, supplies, sauces, and any necessary services for the restaurants and
supermarkets centrally, both decreasing the cost of the products to the
licensee, and increasing, on an ongoing basis, eKomart's revenue.

Currently, properties are under contract in Troy MI for a SAAN restaurant
(20 year lease- 8,000 square feet at $5,000 per month, triple net) and
Supermarket (20 year lease of 18,325 square feet at $12,000 per month on a
triple net basis).  Details of the leases are in the notes to the
accompanying financial statements, and appended as an exhibit to the Report
on form SB-2 of which this Prospectus forms a part.


              FUTURE PLANS-ON-LINE BUSINESS-PRODUCT DEVELOPMENT

Our aim will be to provide a convenient shopping experience that
incorporates traditional department, grocery store, and mail-order features
into an enticing, interactive, and easy-to-use online environment.  By owning
and operating Asian and natural food grocery centers and shopping malls in
both primary and secondary markets, we will control our own distribution
centers for our anticipated expansion of online operations.

As part of our marketing strategy, we plan to form strategic
alliances with selected Internet service providers (ISPs), portals, and
search engines, via marketing agreements. These agreements will, management
believes, provide for eKOMART.com to be prominently featured at given sites.

In addition, we plan to establish strategic alliances with other online
companies and begin a targeted advertising campaign to attract additional
customers to our online stores.  We believe both online and
traditional media exposure are critical to maximizing brand recognition
and enticing traffic to its online stores.


<PAGE>  24


It must be reiterated, however, that we require a capital infusion of
$2,000,000 to develop our on-line plans.  Although we plan to raise
the funds through a private placement of shares, there is no assurance
we will raise all or any of the funds required for our planned on-line
operations. For this reason any investment in eKomart anticipating it to
commence on-line operations is highly speculative, and subject to total loss
of investment.

Future Product Development

     Overall product development is managed and directed by Stan J.H. Lee,
President of eKomart.  In addition, on a project-by-project basis, a
product development team is assembled from personnel within eKomart and
outside consultants, as and when required.



<PAGE>  25


              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
        RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS.


     The  following discussion should be read in conjunction with
the information contained in the Financial Statements of the Company,
and the Notes thereto appearing elsewhere herein, and in conjunction
with the Balance Sheet at December 31, 2000 and Income Statement for
the year ended December 31, 2000 contained in the Company's Annual
Report 10-KSB, and in conjunction with the quarterly 10-QSB reports
for the periods ended June 30, 2000, and September 30, 2000, incorporated
herein by reference, and is qualified in its entirety by reference to such
Financial Statements and Reports.


RESULTS OF OPERATIONS

A majority of the Company's revenues were derived from sales of eKomart,
Inc.  The remaining Subsidiaries accounted for approximately one-half of the
total sales.  Sales revenues are recognized when the products are shipped.

Operating revenues increased by $483,424 for the three months ended
March 31, 2001 as compared to the three months ended March 31, 2000.  The
increase in revenues was totally due to the purchase of subsidiaries.
Revenues for Trident were $483,424 for the three months ended
March 31, 2001 compared to $0 for the three months ended March 31, 2000.
Revenues reflect the purchase of JBE Electronics in January, eKomart in
late February, and Futronix, Sea Hunt, and Telcoenergy in late March 2001
(see below for details of the said purchases).

Gross profit for the first quarter of 2001 increased to $126,261, as
compared to $0 for three months ended March 31, 2000. The increase
was due to the purchases of the subsidiaries.

General and administrative expenses were  $395,141 for the three months
ended March 31, 2001, compared to $13,490 for the same period in 2000. This
large increase in general and administrative expenses for the period in 2001
is due totally, the acquisition of the subsidiaries.

Other expenses increased from $0 in the first quarter of 2000 to
$21,888 in the first quarter of 2001 due to interest expenses.

The operating loss for the three months ended March 31, 2001 was $290,768
as compared to an operating loss for the first three months of 2000 of
$13,490. The increase in the loss was due to the activities of the
subsidiaries, primarily Futronix.

The net income for the three months ended March 31, 2001 was ($290,768), as
compared to a net loss for the first three months of 2000 of ($13,490). The
net income for the first three months of 2001 is due to a gain on the sale
of Futronix of $1.66 million.

LIQUIDITY AND CAPITAL RESOURCES.

Net cash used in operating activities was $139,759 for the first
three months of 2001 compared to $0 for the first three months of
2000. The increased use of cash was due to the acquisition of the
subsidiaries and their impact on the financial statements.

Net cash provided by investing activities was $2,975,189 for the three
months ended March 31, 2001 predominantly from the sale of preferred
shares. There was no cash provided by investing activities during the
first three months of 2000.


<PAGE>  26


The current cash and working capital position and future income from
operations will require sufficient additional capital to meet company
cash and working capital needs the Company and its subsidiaries
for the next year.

PART II.  OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is currently not a party to any pending or threatened litigation
of a meritorious or material nature or that could result in a significant
financial impact, except as disclosed herein.  From time to time the Company
may be involved in lawsuits in the normal course of its business, that do
not have a material impact upon the Company.

The former owners of Futronix, Inc. have asserted a claim that the
sale of Futronix to the Company is void as no transaction involving
Futronix may take place without the approval of the former owners of
Futronix, Inc., Rande Newberry and Nevin Jenkins. Newberry and Jenkins
also claim that they have the right to rescind the original purchase of
Futronix by Salient Cybertech, Inc., and that they have excised that right.

Salient has advanced over $1.3 million to Futronix. The last $600,000 was
advanced on March 20, 2001, on the explicit understanding that Futronix, Inc.
was to be sold to Trident Systems International, Inc. The former owners of
Futronix explicitly waived their rights to any rescission in November, 2000.

Management feels that Newberry and Jenkins have no legal basis for their
claim of rescission, and that the sale of Futronix was valid and legally
enforceable.


<PAGE>  27


Salient has commenced action in Florida Circuit Court for a declaratory
Judgment stating that Salient owned Futronix at all material times, and the
sale of Futronix to Trident was a valid sale.

Counsel has informed management that Salient should prevail in its action.
This means that the sale to Trident is valid.

To date Trident has advanced $55,000 as against the said sale, and the
shares issued to Salient are being held back pending the resolution of
this matter.


Item 2. Changes in Securities.

None.

Item 3. Defaults.

None.

Item 4. Submission Of Matters To A Vote Of Security Holders.

NONE.

Item 5. Other Information.

On January 24, 2001, Alan Sporn purchased 3,000,000 voting non-convertible
Preferred Shares of the Company for $3,000,000. On the same date the
officers and directors of the Company resigned, in favor of Alan Sporn,
who is currently the sole director and officer of the Company.

On February 7, 2001, the transaction with JBE Electronics, Inc. closed,
with Trident acquiring all outstanding shares in JBE for the following
consideration:

The shareholders of JBE received 1,500,000 shares in the Common Stock of
the Registrant. Of the said shares 9% was issued to John Kwak, who
remains as President and CEO of JBE, and 9% was issued to Daniel Ryu. The
remainder was distributed to the other 10 shareholders of JBE, none of whom
own over 4% of the outstanding Common Shares of the Registrant, all shares
non-dilutable for 90 days. Mr. Kwak and Mr. Ryu each received 1,500,000
voting non-convertible Preferred Shares.

On February 22, 2001, all outstanding shares in eKomart, Inc. were purchased
by Trident on the following terms and conditions:

The minority shareholders of eKomart, Inc. received a total of 600,000
shares in the Common Stock of Trident. The majority shareholders, Myung Lee
and Daniel Lee each received 500,000 voting non-convertible Preferred Shares.


<PAGE>  28


On March 19, 2001, upon all parties having completed the due diligence
requirements they felt necessary, Futronix, Inc. was purchased by
the Registrant, subject to Board approval by the Board of Directors of each
company. The transaction was valued at $8,000,000. The terms of the
transaction were as follows:

1)   Salient received 400,000 Common Shares of the Registrant, said shares
to be restricted for a two-year period, and subject to a 12-month buy-back
option at $11.00 per share. As part of the transaction, Salient had to
infuse $600,000 into Futronix by March 20, 2001. The closing price of the
said shares was $21 1/16 on March 19, 2001.

2)   $150,000 are to be paid by Registrant to Salient on or before March
26, 2001.

3)   $75,000 are to be paid to Salient in bi-weekly increments for the
next 12 weeks following the initial payment.

4)   A further two installments of $100,000 are to be paid to Salient on
or before each of May 15, 2001 and May 30, 2001.

5)   In the event any payment is not made on time, and the default is not
cured within 10 days of the date such payment is due, Salient may rescind
the contract and keep 100% of all monies it has received prior to the date
of such rescission as liquidated damages. In the event Salient rescinds the
agreement, all shares given by each party to the other will be returned. In
the event that Salient chooses to rescind the agreement, these provisions
shall be Salient's sole remedy.

6)   In the event the Registrant defaults, Salient may register such
number of shares of the Registrant it received as are necessary to fully
liquidate any sums due to Salient pursuant to the agreement.

7)   Registrant agreed to abide by the terms of the agreement between
Salient and Futronix, provided, however, that Salient agreed to pay any
bonus shares required pursuant to the said agreement, in common shares of
Salient, for an 18 month period.

8)   Registrant agreed to assign all accounts receivable of Futronix to
Salient until all amounts due to Salient as specified in the agreement were
paid in full. Further, until all payments due Salient are paid in full,
Trident may not sell, hypothecate, or otherwise encumber any of the


<PAGE>  29


assets of Futronix in any manner whatsoever, except with the explicit
written consent of the Salient. As well, Trident may not sell,
hypothecate, or otherwise encumber any purchase order of Futronix, except
with the explicit written consent of Salient until all sums due to Salient
have been paid in full.

On March 9, 2001, the Company commenced negotiations with Venture
Planning, Inc. (Venture Planning), with a view of acquiring 100% of
the membership interest in Sea Hunt, LLC. and a 100% interest in
Telcoenergy, LLC, including its wholly owned subsidiary, OGC
Pipelines, LLC. It was agreed that until a deal was struck, all negotiations
would remain confidential, as any news released might effect the market for
the shares of the Registrant in a manner that might be detrimental to the
shareholders of the Registrant should the proposed purchase not be
consummated.

On March 22, 2001, 100% of the membership interest in Sea Hunt, LLC. and a
100% interest in Telcoenergy, LLC, including its wholly owned subsidiary
OGC Pipelines, LLC was purchased by the Registrant, subject to Board
approval by the Board of Directors of each company, for the sum of
$6,842,400. The terms of the transaction were as follows:

1)   Consideration for the purchased assets was 400,000 restricted
Common Shares of the Registrant's Common Stock, and 1,500,000
voting convertible Preferred Shares valued at $1.00 each.  The Common
Shares will be restricted and legend bearing subject to Rule 144 (k),
starting as of 03-22-01.  During this restricted period, if and when the
value of the initial 400,000 Common Shares is less than the value of the
acquired assets listed below during a consecutive period of more than 90
days, an appropriate number of the Preferred Shares may be surrendered and
exchanged for Common Shares, at a share price equal to the average stock
price of the five prior days of trading, to insure that the combined value
of the initial 400,000 Common Shares and the number of Preferred Shares
exchanged for Common Shares is not less than the value of the assets listed
below. 50% of any treasure recovered from the Juno would revert to Venture
Planning.

2)   The purchased assets consist of:

1)   100% ownership of SEA HUNT, LLC., which owns 50% of SEA HUNT, INC.,
which in turn owns two permits to retrieve treasure issued by the
Commonwealth of Virginia (Virginia Marine Resource Commission) representing
permit areas 97-0163 and 97-0498.  50% of the value of the permits therein
has been set at $1,500,000 based on $3,000,000 spent by SEA HUNT, INC. in
fiscal years 1997, 1998, 1999.

The Registrant has a period of 30 days from the execution date of the
agreement to finalize due diligence on SEA HUNT, LLC., including all
corporate and other pertinent documentation reasonably required by the
Registrant.

The acquisition was subject to the Registrant assuming $500,000 of SEA
HUNT's obligations, $200,000 of which are payable on or before 4-15-01
and the balance payable on or before 6-30-01.

2)   100% ownership of Telcoenergy, LLC. and its subsidiary OGC
Pipeline, LLC. and associated pipelines and pipeline easements, mainly in
Oklahoma.  This is valued at $5,842,400 based on the replacement cost at


<PAGE>  30


fair market value of the pipeline easements.  This value is net of a
$2,300,000 first mortgage lien against the pipelines and pipeline easements
and accrued outstanding interest of approximately $400,000.


3)   Venture Planning, Inc. shall have one seat on Purchaser's
Board of Directors.

On January 24, 2001 the Company changed its name to Trident Systems
International, Inc.

On January 26, 2001 the Company effected a one for four reverse stock
split of its common shares.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

(13) Incorporated by reference:
Quarterly and annual Reports on Form 10-QSB and 10-SB12G, respectively, as
filed with the Securities and Exchange Commission pursuant to the
Securities and Exchange Act of 1934.


(b) Reports on Form 8-K

    1. Form 8-K filed with the Securities and Exchange Commission on
January 26, 2001 regarding Change in Control, Purchase of JBE, 1 for 4
reverse split, and Change of Name.


<PAGE>  31


    2. Form 8-K/A filed with the Securities and Exchange Commission on
February 27, 2001 regarding the Acquisition of eKomart.

    3. Form 8-K filed with the Securities and Exchange Commission on
March 21, 2001, regarding the Purchase of Futronix.

    4. Report on Form 8-K filed on March 30, 2001 reporting the Purchase
of Sea Hunt and Telcoenergy.

    5. Report on Form 8-K, reporting the legal action between
Salient Cybertech, Inc. and Futronix, regarding the sale of Futronix
to Trident Systems International, Inc., filed on May 15, 2001.


(c) Other Filings Incorporated by Reference.

   1. Form 10-SB12G, filed on June 8, 2000 registering the common shares
and preferred shares of Toner Systems International, Inc. (the previous
name of Trident).

   2. Form 10-SB12G/A, filed on July 7, 2000, updating the information in
the original Form 10-SB12G filed on June 8, 2000.

                               Signatures

   In accordance with the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    Trident Systems International, Inc.

Dated:  May 21, 2001
                                              By: /s/Alan R. Sporn
                                              Alan R. Sporn
                                              President and CEO


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