SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10-QSB

[ X ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
          OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period ended June 30, 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                               2-98074-NY
                       ---------------------------------------------------------


                            Trident Media Group, Inc.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


Nevada                                                           11-2751536
--------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


                      2441 Impala Drive, Carlsbad, CA 92008
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (760) 438-9080
--------------------------------------------------------------------------------
                (Issuer's telephone number, including area code)


     Check  whether  the issuer (1) 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 filing requirements for the past 90 days.

Yes               _____          No            X
                                            --------

Number of shares outstanding of Issuer's Common Stock as of July 31, 2001:
20,153,241



<PAGE>

                                     PART 1

ITEM 1: FINANCIAL STATEMENTS
TRIDENT MEDIA GROUP, INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)

                                                                        June 30,
                                                                          2001
--------------------------------------------------------------------------------

ASSETS

Current assets:
    Cash and cash equivalents ...................................   $  268,200
    Accounts receivable, net of allowance for doubtful accounts
         of $44,200  ............................................      832,500
    Deferred taxes ..............................................      332,800
    Other current assets ........................................      141,200
                                                                    ----------
               Total current assets .............................    1,574,700


Property and equipment, net .....................................    2,253,200
Other assets ....................................................      159,900
                                                                    ----------
                                                                    $3,987,800
                                                                    ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued liabilities ....................   $1,136,500
    Current portion of bank debt ................................      800,200
    Other current liabilities ...................................      118,400
                                                                    ----------
               Total current liabilities ........................    2,055,100

Bank debt, less current portion .................................      306,600
Payable to majority stockholder .................................      300,000
Deferred taxes ..................................................      380,800
Other long-term liabilities .....................................      159,200
                                                                    ----------
                 Total liabilities ..............................    3,201,700
                                                                    ----------

Stockholders' equity:
    Common stock, $.001 par value, 100,000,000 shares authorized,
         20,153,241 shares issued and outstanding ...............       20,200
    Paid in capital .............................................       34,800
    Retained earnings ...........................................      731,100
                                                                    ----------
               Total stockholders' equity ......................       786,100
                                                                    ----------
                                                                    $3,987,800
                                                                    ==========





<PAGE>


TRIDENT MEDIA GROUP, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>


                                                              Three Months Ended              Six Months Ended
                                                        -----------------------------  --------------------------------
                                                            June 30,     June 30,          June 30,         June 30,
                                                              2001         2000              2001             2000
-----------------------------------------------------------------------------------------------------------------------

<S>                                                     <C>           <C>            <C>             <C>

Revenues .............................................. $  2,599,300  $  2,294,200   $  4,063,800    $  3,631,000
                                                        ------------  ------------   ------------    ------------

Operating costs and expenses:

     Cost of operations (exclusive of items shown .....    1,725,800     1,416,100      2,860,400       2,316,200
         separately below)
     Selling, general and administrative ..............      502,900       645,200      1,020,300       1,304,700
     Depreciation and amortization ....................      270,200       286,200        527,300         576,800
                                                        ------------  ------------   ------------    ------------
              Total operating costs and expenses ......    2,498,900     2,347,500      4,408,000       4,197,700
                                                        ------------  ------------   ------------    ------------

              Income (loss) from operations ...........      100,400       (53,300)      (344,200)       (566,700)

Gain on sale of assets ................................         --         712,400           --           712,400
Other income (expense)
     Interest expense .................................      (46,000)      (65,200)      (113,500)       (148,500)
     Other income (expense), net ......................      233,700        65,500        284,400          74,200
                                                        ------------  ------------   ------------    ------------

              Income (loss) before taxes ..............      288,100       659,400       (173,300)         71,400

Income tax expense (benefit) ..........................      115,700       231,100        (63,600)         25,000
                                                        ------------  ------------   ------------    ------------

Net income (loss) ..................................... $    172,400  $    428,300   $   (109,700)   $     46,400
                                                        ============  ============   ============    ============

Net income (loss) per share - Basic ................... $       0.01  $       0.02   $      (0.01)   $       0.00
                                                        ============  ============   ============    ============

                                 - Diluted ............ $       0.01  $       0.02   $      (0.01)   $       0.00
                                                        ============  ============   ============    ============

Weighted average number of shares outstanding
                                 - Basic ..............   20,153,241    20,000,608     20,153,241      20,000,608
                                                        ============  ============   ============    ============
                                 - Diluted ............   21,945,933    22,101,479     20,153,241      22,134,559
                                                        ============  ============   ============    ============
</TABLE>


<PAGE>

TRIDENT MEDIA GROUP, INC. and SUBSIDIARIES
CONSOLIDATED CASH FLOW
(Unaudited)
<TABLE>
<CAPTION>


                                                             Three Months Ended              Six Months Ended
                                                         --------------------------  -------------------------------
                                                           June 30,        June 30,       June 30,    June 30,
                                                             2001            2000           2001        2000
--------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>            <C>            <C>             <C>
Cash flows from operating activities:
     Net income (loss) .................................. $   172,400    $   428,300    $  (109,700)    $   46,400
     Adjustments to reconcile net income to net cash
       provided by operating activities:
       Depreciation and amortization ....................     270,200        286,200        527,300        576,800
       (Gain) loss on sale of assets ....................     (21,100)      (712,400)       (71,900)      (718,700)
       Increase (decrease) in cash resulting from
         changes in:
         Accounts receivable ............................    (381,800)      (389,900)      (446,400)      (240,200)
         Prepaid expenses and other assets ..............     183,200        147,900         (1,300)       (91,700)
         Accounts payable and accrued liabilities .......      70,500        173,500        244,500        396,700
         Taxes payable ..................................      (5,500)        25,300         (5,500)        18,700
                                                          -----------    -----------    -----------    -----------

           Net cash provided (used) by operating
              activities ................................     287,900        (41,100)       137,000        (12,000)
                                                          -----------    -----------    -----------    -----------

Cash flows from investing activities:
     Change in amounts due from related parties .........     (16,600)         3,200         43,900         (2,300)
     Purchase of Steinley's Photochart, Systems, Inc. ...        --          (91,200)          --          (91,200)
     Proceeds from sale of assets .......................        --        1,600,000         70,000      1,600,000
     Purchase of property and equipment .................    (255,500)      (256,600)      (412,200)      (398,100)
                                                          -----------    -----------    -----------    -----------

           Net cash provided (used) by investing
              activities ................................    (272,100)     1,255,400       (298,300)     1,108,400
                                                          -----------    -----------    -----------    -----------

Cash flows from financing activities:
     Borrowings from revolving credit agreement, net ....     209,400         95,800        317,800        147,400
     Principal payments on bank debt ....................     (70,000)    (1,275,000)       (93,300)    (1,345,000)
     Principal payments on capital leases ...............      (5,500)          --          (10,800)            -
     Other ..............................................      29,500         (9,700)        30,400        (19,200)
                                                          -----------    -----------    -----------    -----------

           Net cash provided (used) by financing
              activities ................................     163,400     (1,188,900)       244,100     (1,216,800)
                                                          -----------    -----------    -----------    -----------

           Net increase (decrease) in cash and
              cash equivalents ..........................     179,200         25,400         82,800       (120,400)

Cash and cash equivalents at beginning of period ........      89,000        200,600        185,400        346,400
                                                          -----------    -----------    -----------    -----------

Cash and cash equivalents at end of period .............. $   268,200    $   226,000    $   268,200    $   226,000
                                                          ===========    ===========    ===========    ===========
</TABLE>


<PAGE>



TRIDENT MEDIA GROUP, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2001
(Unaudited)
--------------------------------------------------------------------------------


1.   THE COMPANY

     Trident Media Group,  Inc. ("TMG" or the "Company"),  is a holding company,
     owning  subsidiaries  engaged in a variety of diverse business  activities.
     The  Company's   services   include  network   communications,   television
     production,  cable advertising,  and the resale of long-distance  telephone
     services.  These  services  are  provided  to a  diversified  client  base,
     including  gaming,  hospitality  and  retail  facilities  and a variety  of
     broadcast, cable and private television networks throughout North America.


2.   BASIS OF PRESENTATION

     In the  opinion of  management,  the  accompanying  unaudited  consolidated
     financial  statements for Trident  contain all  adjustments  (consisting of
     only normal recurring adjustments and accruals) necessary to present fairly
     the  consolidated   financial  position  as  of  June  30,  2001,  and  the
     consolidated  results  of  operations  and cash flows for the six and three
     months  ended  June  30,  2001  and  2000.  All  significant   intercompany
     transactions have been eliminated.


3.   INTERIM FINANCIAL STATEMENTS

     Certain  information  and  footnote  disclosures  normally  included in the
     financial   statements  prepared  in  accordance  with  generally  accepted
     accounting  principles ("GAAP") have been condensed or omitted. The results
     of  operations  included  herein  are  not  necessarily  indicative  of the
     operating  results to be  expected  for the full year.  These  consolidated
     financial  statements  should  be read in  conjunction  with the  financial
     statements  and notes thereto  included in the  Company's  Annual Report on
     Form 10-KSB for the year ended December 31, 2000.


4.   EARNINGS PER SHARE

     The computation of basic earnings per share of common stock is based on the
     weighted  average number of shares  outstanding  for the periods ended June
     30, 2001, and June 30, 2000.  Options to purchase common stock of 3,400,000
     are outstanding at June 30, 2001.

     The following  tables  represent  the required  disclosure of the basic and
     diluted  earnings per share  computation for the six and three months ended
     June 30, 2001 and 2000.


<TABLE>
<CAPTION>
                                                               Six months ended June 30,
                              -----------------------------------------------------------------------------------------
                                                2001                                           2000
                              --------------------------------------------  -------------------------------------------
                                 Income         Shares        Per Share       Income          Shares        Per Share
                              (Numerator)    (Denominator)      Amount      (Numerator)    (Denominator)     Amount
                              -------------  --------------  -------------  ------------   -------------   ------------
Basic EPS
--------------
<S>                           <C>                <C>              <C>         <C>               <C>             <C>

Net Income (loss) ........... $  (109,700)       20,153,241       $  (0.01)   $    46,400       20,000,608      $   0.00
                                                                                                                ========

Effect of Dilutive
   Securities

Securities Assumed
  Converted
              Options ......                            --                                       2,746,084
              Warrants .....                            --                                         400,000

Less Securities Assumed
   Repurchased .............                            --                                      (1,012,133)
                              -----------       -----------       --------    -----------      -----------      --------
Diluted EPS ................  $  (109,700)       20,153,241       $  (0.01)   $    46,400       22,134,559      $   0.00
                              ===========       ===========       ========    ===========      ===========      ========
</TABLE>



<TABLE>
<CAPTION>
                                                                Three months ended June 30,
                              -----------------------------------------------------------------------------------------
                                                   2001                                         2000
                              --------------------------------------------  -------------------------------------------
                                 Income         Shares        Per Share       Income          Shares        Per Share
                              (Numerator)    (Denominator)      Amount      (Numerator)    (Denominator)     Amount
                              -------------  --------------  -------------  ------------   -------------   ------------
Basic EPS
--------------
<S>                           <C>                 <C>            <C>            <C>            <C>            <C>
Net Income ...................$   172,400         20,153,241     $   0.01     $  428,300       20,000,608     $   0.02
                                                                                               ==========     ========
Effect of Dilutive
  Securities

Securities Assumed
  Converted
              Options ........                     2,360,000                                    2,746,084

Less Securities Assumed
   Repurchased ...............                      (567,308)                                    (645,213)
                              -----------        -----------     --------     ----------       ----------     --------
Diluted EPS ..................$   172,400         21,945,933     $   0.01     $  428,300       22,101,479     $   0.02
                              ===========        ===========     ========     ==========       ==========     ========
</TABLE>


<PAGE>

5.   DISCLOSURE OF SEGMENT INFORMATION

     The Company has the following two  reportable  segments:  Network  Services
     Group and  Telecommunications  Services.  Network  Services  Group provides
     simulcasting,  television  production,  advertising  and  related  services
     primarily to  racetracks,  casinos and  off-track  betting  locations.  The
     Telecommunications  Services  Group  offers long  distance  phone  services
     primarily  through the sale to  consumers of enhanced  prepaid  phone cards
     distributed  through company owned  electronic  dispensing units and retail
     sales.

     The Company  manages  segment  reporting at a gross profit level.  Selling,
     general  and  administrative  expenses  (including,   corporate  functions,
     recruiting  and marketing)  are managed at the corporate  level  separately
     from the segments.

     The  following  information  about  the  segments  is for the six and three
     months period ended June 30, 2001 and 2000 (000's).

<TABLE>
<CAPTION>


                                                               Six Months Ended June 30,
                             ----------------------------------------------------------------------------------------
                                                2001                                          2000
                             -------------------------------------------   ------------------------------------------
                               Network       Telecommu-                      Network      Telecommu-
                               Services       nication                       Services      nication
                                Group         Services         Total          Group        Services        Total
                             -------------  -------------   ------------   -------------  ------------  -------------
<S>                            <C>             <C>            <C>             <C>            <C>            <C>
Revenues ....................  $ 2,785         $ 1,279         $ 4,064        $ 2,858        $   773        $ 3,631
Cost of Operations ..........    1,827           1,033           2,860          1,796            520          2,316
Depreciation and
Amortization ................      457              70             527            532             45            577
                               -------         -------         -------        -------        -------        -------

Gross Profit ................  $   501         $   176             677        $   530        $   208            738
                               =======         =======                        =======        =======

Selling, General &
Administrative ..............                                    1,020                                        1,305
                                                               -------                                      -------

Loss from Operations ........                                  $  (343)                                     $  (567)
                                                               =======                                      =======
</TABLE>



<TABLE>
<CAPTION>
                                                             Three Months Ended June 30,
                             ----------------------------------------------------------------------------------------
                                                2001                                          2000
                             -------------------------------------------   ------------------------------------------
                               Network       Telecommu-                      Network      Telecommu-
                               Services       nication                       Services      nication
                                Group         Services         Total          Group        Services        Total
                             -------------  -------------   ------------   -------------  ------------  -------------
<S>                            <C>            <C>            <C>            <C>            <C>            <C>
Revenues ....................  $ 1,927        $  672         $ 2,599        $ 1,855        $   439        $ 2,294
Cost of Operations ..........    1,190           536           1,726          1,082            334          1,416
Depreciation and
  Amortization ..............      235            35             270            261             25            286
                                ------        ------          ------         ------        -------        -------

Gross Profit ................  $  502        $   101             603        $   512        $    80            592
                               ======        =======                        =======        =======

Selling, General &
  Administrative ............                                    503                                          645
                                                              ------                                       ------

Income from Operations ......                                 $  100                                      $   (53)
                                                              ======                                      =======

Identifiable Assets .........  $3,459        $   529         $ 3,988        $ 3,885        $   518        $ 4,403
                               ======        =======         =======        =======        =======        =======

</TABLE>



<PAGE>


ITEM 2: MANAGEMENT'S DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATONS
TRIDENT MEDIA GROUP, INC. and SUBSIDIARIES
--------------------------------------------------------------------------------

The following  discussion of the  financial  condition and operating  results of
Trident should be read in conjunction  with Trident's  Financial  Statements and
notes  thereto,  and other  financial  information  included  elsewhere  in this
report. This report contains forward-looking statements that involve a number of
risks and uncertainties.  In addition to the factors discussed elsewhere in this
report,  among the other  factors  that  could  cause  actual  results to differ
materially  are the  following:  business  conditions  and the general  economy;
governmental regulation of the Company's  telecommunications services and of the
pari-mutuel and gaming industries in general;  competitive factors such as rival
service providers, alternative methods of broadcasting and an increasing variety
of telecommunication products being offered to the general public; consolidation
in the ownership of the Company's  principal  customers and the risks associated
with providing services to the gaming industry.


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

For the three  months ended June 30,  2001,  the Company  reported net income of
$172,400 as compared to net income of $428,300  for the same period of the prior
year. The Company  reported a loss of $109,700 for the six months ended June 30,
2001,  as compared  to net income of $46,400  for the same  period of 2000.  The
results for the three and six months of the prior year were positively  affected
by a sale (on May 7, 2000,  which  resulted  in a pretax  gain of  approximately
$712,000) of certain assets to a major customer.  The Company's  earnings before
interest,  taxes,  depreciation and amortization ("EBITDA") amounted to $370,600
and $183,100  for the three and six months  ended June 30, 2001,  an increase of
$137,700 and  $173,000,  respectively,  over the same periods of the prior year.
EBITDA should not be considered in isolation,  as a substitute for net income as
a measure  of the  Company's  operating  results,  to  measure  cash  flows from
operating   activities,   (determined  in  accordance  with  generally  accepted
accounting principles) or as a measure of liquidity. Not all companies calculate
EBITDA using the same methods;  therefore,  EBITDA  figures set forth herein may
not be comparable to EBITDA reported by other companies.


The first calendar quarter of the year historically shows a net loss,  primarily
due to the  cyclical  nature of the  Company's  core  business  activities.  The
majority of the  Company's  current  services  are  provided to customers in the
pari-mutuel wagering industry with racing schedules heavily weighted to the late
spring and summer months.


Revenues
--------

The Company's  revenues  increased  approximately  14% from 2000 to 2001,  ($4.1
million and $2.6 million for the six and three  months  ended June 30, 2001,  as
compared to $3.6  million and $2.3  million for the same  periods in 2000).  The
increase in revenues from 2000 to 2001 was primarily due to higher revenues from
the Company's prepaid phone card and advertising  businesses of $0.5 million and
$0.3 million, respectively. A decrease in revenues from TV Production activities
of  approximately  $0.4  million  (primarily  as a result of the sale of certain
contracts to a major customer in May of 2000) offset these increases.


Cost of Operations
------------------

Cost of  operations  amounted to $2.9  million and $1.7  million for the six and
three months ended June 30, 2001, respectively,  as compared to $2.3 million and
$1.4  million  for the same  periods of the prior  year.  The  increase  of $0.6
million from 2000 to 2001 for the six months ended June 30 primarily  relates to
an increase in commissions and telephone  transmission  costs on higher revenues
from the Company's prepaid phone card and advertising businesses.



Selling,  General and  Administrative  Expenses
-----------------------------------------------

The  Company  reported  selling,  general  and  administrative  expenses of $1.0
million  and $0.5  million  for the six and three  months  ended June 30,  2001,
respectively,  as compared to $1.3 million and $0.6 million for the same periods
of 2000.  The  decrease  from 2000 to 2001 is the result of an  aggressive  cost
reduction  program  instituted  in 2001  and  the  relocation  of the  Company's
corporate  headquarters  (on May 1,  2001)  to a more  cost  efficient facility.



Depreciation and Amortization
-----------------------------

Depreciation  and  amortization for the six and three months ended June 30, 2001
were approximately the same as the comparable periods of the prior year.


Interest Expense
----------------

Interest expense  decreased  slightly from 2000 to 2001 primarily as a result of
lower bank debt.


Other Income (expense), net
---------------------------

In April 2001,  the Company  recorded a gain of  approximately  $208,000 (net of
expenses) as the result of a favorable  settlement of a dispute  relating to the
non-renewal of a contract with one of the Company's former customers


FACTORS THAT MAY AFFECT FUTURE RESULTS

The Company's primary business of providing  services to the pari-mutuel  gaming
industry is subject to concentrations of risk. The Company derives a significant
portion  of its  revenues  (approximately  15% in fiscal  year  2000) from three
racetrack  operators.  The loss of one or more of these  customers  could have a
material adverse impact on the Company's operating results.


INFLATION AND OTHER COST FACTORS

The Company's  operations  have not been, nor are they expected to be materially
affected by inflation.  However, the Company's operational expansion is affected
by the cost of harware  components,  which are not  considered  to be  inflation
sensitive,  but rather, sensitive to change in technology and competition in the
hardware markets.


LIQUIDITY AND CAPITAL RESOURCES

The Company had current  assets of $1.6 million and current  liabilities of $2.0
million as of June 30, 2001. Stockholders' equity was approximately $0.8 million
at June 30, 2001.

At June 30, 2001,  the Company had a credit  facility with its principal  lender
consisting  of a term loan of $0.6 million and a revolving  line of credit based
on accounts receivable balances of $1.0 million (of which $0.5 million was drawn
down at June 30,  2001).  The  lending  agreement  requires  the Company to meet
certain  financial ratios and maintain certain tangible net worth levels.  Based
on its current  operating  performance and prior experience the Company believes
that its current credit facilities are sufficient to meet its immediate needs.

During the next twelve  months,  the  Company's  foreseeable  cash  requirements
include  capital  expenditures  to  support  its  core  business,   repairs  and
maintenance  of its  equipment  and  facilities,  and new  equipment  to support
corporate  growth. In addition,  the Company operates  primarily under long-term
non-cancelable  contracts with major  establishments  in the sports and wagering
industries, which provides a reliable and predictable revenue stream. During the
first three or four months of the calendar year the Company  historically  shows
negative cash flow due to the cyclical  nature of the Network  Services  Group's
business activities.  Effective May 1, 2001, the Company relocated its corporate
headquarters to a smaller  facility  (which will save the Company  approximately
$200,000 on an annualized basis). As of June 30, 2001, the Company owed $300,000
to its majority  stockholder.  This loan is subordinated to the outstanding bank
debt.




<PAGE>



                           PART II - OTHER INFORMATION



ITEM 1:        LEGAL PROCEEDINGS

               In  August  of  2000,  Trident  Prepaid,  Inc,  (a  wholly  owned
               subsidiary of Trident) filed an action in District Court in Clark
               County,  Nevada,  against  Phonechip.com,  et al alleging,  among
               other charges, that defendants misappropriated trade secrets. The
               suit seeks unspecified  damages and equitable relief.  Management
               believes  that  substantial  evidence  exists to  prevail  in its
               claims.


ITEM 6:        EXHIBITS AND REPORTS ON FORM 8K

      (a)      Exhibits -   None


     (b)       Reports on Form 8-K - None



SIGNATURES



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



                                              TRIDENT MEDIA GROUP, INC.



Dated:         August 20, 2001       By:      /s/Harlyn C. Enholm
                                              ----------------------------------
                                              Executive Vice President and
                                              Chief Financial Officer


<PAGE>