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 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                               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)


                      6349 Palomar Oaks Court, Carlsbad, CA 92009
--------------------------------------------------------------------------------
                    (Former address of principal executive offices)


     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 April 30,  2001:
20,153,241


<PAGE>


                                     PART 1

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

                                                                       March 31,
                                                                          2001
--------------------------------------------------------------------------------

ASSETS

Current assets:
      Cash and cash equivalents ...................................   $   89,000
      Accounts receivable, net of allowance for doubtful accounts
           of  $49,300 ............................................      420,700
      Deferred taxes ..............................................      448,100
      Other current assets ........................................      192,000
                                                                      ----------
                 Total current assets .............................    1,149,800

Property and equipment, net .......................................    2,246,400
Other assets ......................................................      190,700
                                                                      ----------
                                                                      $3,586,900
                                                                      ==========


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
      Accounts payable and accrued liabilities ....................   $1,059,900
      Current portion of bank debt ................................      590,800
      Other current liabilities ...................................      115,600
                                                                      ----------
                 Total current liabilities ........................    1,766,300

Bank debt, less current portion ...................................      376,700
Payable to majority stockholder ...................................      300,000
Deferred taxes ....................................................      380,800
Other long-term liabilities .......................................      149,400
                                                                      ----------
                 Total liabilities ................................    2,973,200
                                                                      ----------

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 ...........................................      558,700
                                                                      ----------
                 Total stockholders' equity .......................      613,700
                                                                      ----------
                                                                      $3,586,900
                                                                      ==========




<PAGE>

TRIDENT MEDIA GROUP, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)


                                                         Three Months Ended
                                                  ------------------------------
                                                    March 31,         March 31,
                                                      2001               2000
--------------------------------------------------------------------------------

Revenues .......................................   $  1,464,500    $  1,336,800
                                                   ------------    ------------

Operating costs and expenses:

     Cost of operations ........................      1,134,600         900,100
     Selling, general and administrative .......        466,700         650,800
     Depreciation and amortization .............        257,100         290,600
                                                   ------------    ------------
              Total operating costs and expenses      1,858,400       1,841,500
                                                   ------------    ------------

              (Loss) from operations ...........       (393,900)       (504,700)

Interest expense ...............................         67,500          83,300
                                                   ------------    ------------

              (Loss) before taxes ..............       (461,400)       (588,000)

Income tax benefit .............................        179,300         206,100
                                                   ------------    ------------

Net (loss) .....................................   $   (282,100)   $   (381,900)
                                                   ============    ============


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

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

Weighted average number of shares outstanding ..     20,153,241      20,000,608
                                                   ============    ============




<PAGE>

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


                                                                  Three Months Ended
                                                               -----------------------
                                                                 March 31,   March 31,
                                                                   2001         2000
--------------------------------------------------------------------------------------
<S>                                                             <C>          <C>
Cash flows from operating activities:
     Net income (loss) ......................................   $(282,100)   $(381,900)
     Adjustments to reconcile net income to net cash
       provided by operating activities:
       Depreciation and amortization ........................     257,100      290,600
       (Gain) loss on disposal of property and equipment ....     (50,800)      (6,300)
       Increase (decrease) in cash resulting from changes in:
         Accounts receivable ................................     (64,600)     149,700
         Prepaid expenses and other assets ..................    (184,500)    (239,600)
         Accounts payable and accrued liabilities ...........     174,000      223,200
         Taxes payable ......................................        --         (6,600)
                                                                ---------    ---------
           Net cash provided (used) by operating activities .    (150,900)      29,100
                                                                ---------    ---------

Cash flows from investing activities:
     Change in amounts due to (from) related parties ........      60,500       (5,500)
     Purchase of property and equipment .....................    (156,700)    (141,500)
     Proceeds from sale of assets ...........................      70,000         --
                                                                ---------    ---------

           Net cash used by investing activities ............     (26,200)    (147,000)
                                                                ---------    ---------

Cash flows from financing activities:
     Borrowings from revolving credit agreement, net ........     108,400       51,600
     Principal payments on bank debt ........................     (23,300)     (70,000)
     Principal payments on capital leases ...................      (5,300)        --
     Other ..................................................         900       (9,500)
                                                                ---------    ---------

           Net cash (used) provided by financing activities .      80,700      (27,900)
                                                                ---------    ---------

           Net decrease in cash and cash equivalents ........     (96,400)    (145,800)

Cash and cash equivalents at beginning of period ............     185,400      346,400
                                                                ---------    ---------

Cash and cash equivalents at end of period ..................   $  89,000    $ 200,600
                                                                =========    =========
</TABLE>






<PAGE>

TRIDENT MEDIA GROUP, INC. and SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2001
(Unaudited)
--------------------------------------------------------------------------------

1.   THE COMPANY

     Trident  Media  Group,  Inc.   ("Trident"  or  the  "Company"),   a  Nevada
     Corporation,  through its wholly-owned  subsidiaries,  provides programming
     and  services  to a  diversified  customer  base,  including  wagering  and
     entertainment  facilities  and a variety of  broadcast,  cable and  private
     television  networks  throughout  North America.  The Company also provides
     telecommunications  products and services to retail  locations  through the
     sale of prepaid phone cards.


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  March  31,  2001,  and  the
     consolidated  results of  operations  and cash  flows for the three  months
     ended March 31, 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.   LOSS PER SHARE

     The  computation  of basic  loss per share of common  stock is based on the
     weighted  average number of shares  outstanding for the periods ended March
     31, 2001 and March 31, 2000.  Options to purchase common stock of 3,400,000
     and 3,218,244 are outstanding at March 31, 2001 and 2000, respectively, but
     were not included in the  computation  of diluted  loss per share,  because
     their effect was antidilutive.


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 three month  period
     ended March 31, 2001 and 2000 (000's).


<TABLE>
<CAPTION>

                                                    Three Months Ended March 31,
                      ----------------------------------------------------------------------------------------
                                         2001                                          2000
                      -------------------------------------------    -----------------------------------------
                        Network        Telecommu-                      Network      Telecommu-
                        Services        nication                      Services       nication
                         Group          Services        Total           Group        Services        Total
                      -------------   -------------  ------------    ------------  -------------  ------------
<S>                          <C>             <C>         <C>             <C>              <C>         <C>
Revenues                     $ 858           $ 607       $ 1,465         $ 1,003          $ 334       $ 1,337
Cost of Operations             637             498         1,135             714            186           900
Depreciation and
  Amortization                 222              35           257             271             20           291
                      -------------   -------------  ------------    ------------  -------------  ------------

Gross Profit                  $ (1)           $ 74            73            $ 18          $ 128           146
                      =============   =============                  ============  =============

Selling, General &
  Administrative                                             467                                          651
                                                     ------------                                 ------------

Loss from Operations                                      $ (394)                                      $ (505)
                                                     ============                                 ============

Identifiable Assets        $ 3,025           $ 562       $ 3,587         $ 4,634          $ 329       $ 4,963
                      =============   =============  ============    ============  =============  ============
</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 March 31,  2001,  the Company  reported a net loss of
$282,100 as compared to a net loss of $381,900 for the same period of 2000.  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.  The Company achieved better results in the first quarter of 2001
as compared to the first quarter of 2000 on slightly higher  revenues  primarily
due to containment of its operating costs and expenses.


Revenues
--------

The Company reported revenues of approximately  $1.5million for the three months
ended March 31, 2001  compared to $1.3  million for the three months ended March
31, 2000.  An increase in revenues  from the  Company's  telephone  calling card
business of approximately $0.3 million) was offset by a decrease in revenue from
the Company's TV Production activities due to the sale of certain contracts to a
major customer in May of 2000.


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

Cost of operations amounted to $1.1 million for the three months ended March 31,
2001 as compared to $0.9 million for the three months ended March 31, 2000.  The
increase from 2000 to 2001  primarily  relates to an increase in  commissions on
higher  revenues  from the  Company's  telephone  calling  card and  advertising
businesses.


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

The  Company  reported   selling,   general  and   administrative   expenses  of
approximately $0.5 million for the three months ended March 31, 2001 as compared
to  approximately  $0.7 million for the three months ended March 31, 2000 as the
Company has been able to effectively  reduce its overhead while  maintaining the
same overall revenues.


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

Depreciation  and  amortization  for the three  months  ended March 31, 2001 was
approximately the same as the comparable period of the prior year.


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

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


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.


LIQUIDITY AND CAPITAL RESOURCES

The Company had current  assets of $1.1 million and current  liabilities of $1.8
million as of March 31, 2001.  Stockholder's  equity decreased from $0.9 million
at December  31,  2000 to $0.6  million at March 31,  2000,  due to the net loss
reported for the three months ended March 31, 2001.

At March 31, 2001, the Company had a credit  facility with its principal  lender
consisting of term loans of $0.6 million and a revolving line of credit based on
accounts  receivable  balances of $1.0  million (of which $0.3 million was drawn
down at March 31,  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 pari-mutuel  racing
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.  This  relocation  will  save the  Company
approximately  $175,000  on an  annualized  basis.  As of March  31,  2001,  the
Company's 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:         May 21, 2001       By:      /s/Harlyn C. Enholm
                                           ------------------------------------
                                           Executive Vice President and
                                           Chief Financial Officer