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 September 30, 1998

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.)


                  6349 Palomar Oaks Court, Carlsbad, CA  92009
                    (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   X      No     

Number of shares outstanding of Issuer's Common Stock as of October 31, 1998: 
5,000,152



PART I                         
                         
<TABLE>
ITEM 1: FINANCIAL STATEMENTS                         
TRIDENT MEDIA GROUP, INC. and SUBSIDIARIES                         
CONSOLIDATED BALANCE SHEET                         
(Unaudited)                         
<CAPTION>
                                                                                           September 30,
                                                                                               1998
                                                                                           -----------
<S>                                                                                        <C>
ASSETS
Current assets:                         
     Cash and cash equivalents                                                             $   120,400
     Accounts receivable, net of allowance for doubtful accounts                    
          of  $65,000                                                                          864,400
     Other current assets                                                                      713,900
                                                                                           -----------

               Total current assets                                                          1,698,700
                         
Property and equipment, net                                                                  4,492,600
Other assets                                                                                   267,300
                                                                                           -----------

                                                                                           $ 6,458,600
                                                                                           ===========

                         
LIABILITIES AND STOCKHOLDER'S EQUITY                         
                         
Current liabilities:                         
     Accounts payable and accrued liabilities                                              $   839,500
     Current portion of bank debt                                                            1,336,400
     Other current liabilities                                                                 177,800
                                                                                           -----------
               Total current liabilities                                                     2,353,700

Bank debt, less current portion                                                              1,627,900
Deferred taxes                                                                                 911,500
                                                                                           -----------

               Total liabilities                                                             4,893,100
                                                                                           -----------

                         
Stockholder's equity:                         
     Common stock, $.001 par value, 100,000,000 shares authorized,                    
          5,000,152 shares issued and outstanding                                                5,000
     Retained earnings                                                                       1,560,500
                                                                                           -----------
               Total stockholder's equity                                                    1,565,500
                                                                                           -----------
                                                                                           $ 6,458,600
                                                                                           ===========

</TABLE>                         


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

                                                                            Three Months Ended            Nine Months Ended
                                                                        September 30,  September 30,  September 30,  September 30,
                                                                            1998          1997           1998           1997

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

Revenues                                                                $ 3,211,500    $         -    $ 6,135,600    $         -
                                                            
Operating costs and expenses:                                                            
                                                            
     Cost of operations                                                   1,994,600              -      3,949,000              -
     Selling, general and administrative                                    698,600          6,500      1,825,100          7,700
     Depreciation and amortization                                          312,400              -        821,900              -
                                                                        -----------    -----------    -----------    -----------
               Total operating costs and expenses                         3,005,600          6,500      6,596,000          7,700
                                                                        -----------    -----------    -----------    -----------

                                                            
               Income (loss) from operations                                205,900         (6,500)      (460,400)        (7,700)
                                                            
Interest expense                                                             83,600              -        211,600              -
                                                                        -----------    -----------    -----------    -----------
                                                            
               Income (loss) before taxes                                   122,300         (6,500)      (672,000)        (7,700)
                                                            
Income tax (expense) benefit                                                (76,000)             -        241,700              -
                                                                        -----------    -----------    -----------    -----------
                                                            
Net income (loss)                                                       $    46,300    $    (6,500)   $  (430,300)   $    (7,700)
                                                                        ===========    ===========    ===========    ===========

                                                            
Net income (loss) per share     -  Basic                                $      0.01    $         -    $     (0.09)   $         -
                                                                        ===========    ===========    ===========    ===========

                                -  Diluted                              $      0.01    $         -    $     (0.09)   $         -
                                                                        ===========    ===========    ===========    ===========


Weighted average number of shares outstanding                                                            
                                -  Basic                                  5,000,152      1,500,152      4,807,844      1,500,152
                                                                        ===========    ===========    ===========    ===========
                                -  Diluted                                5,560,318      1,500,152      4,807,844      1,500,152
                                                                        ===========    ===========    ===========    ===========
</TABLE>


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

                                                                            Three Months Ended            Nine Months Ended
                                                                        September 30,  September 30,  September 30,  September 30,
                                                                            1998          1997            1998          1997
                                                                        -----------    -----------    -----------    -----------
<S>                                                                     <C>            <C>            <C>            <C>
Cash flows from operating activities:                                                                 
     Net income (loss)                                                  $    46,300    $    (6,500)   $  (430,300)   $    (7,700)
     Adjustments to reconcile net income to net cash                                                            
          provided by operating activities:                                                       
             Depreciation and amortization                                  312,400              -        821,900              -
             Net Increase (decrease) in cash resulting from changes in                                                  
                current assets, current liabilities and other assets       (698,200)         6,500         92,000          7,700
                                                                        -----------    -----------    -----------    -----------
                    Net cash provided by operating activities              (339,500)             -        483,600              -
                                                                        -----------    -----------    -----------    -----------
                                                                 
Cash flows from investing activities:                                                                 
     Purchase of property and equipment                                    (105,200)             -       (281,900)             -
     Purchase of Steinley's Photochart Systems, Inc.                              -              -       (350,000)             -
     Purchase of GoldenTel, LLC.                                                  -              -       (230,000)             -
     Purchase of On Track, Inc. Net of $13,000                                           
               Cash acquired                                                      -              -       (187,000)             -
                                                                        -----------    -----------    -----------    -----------
                    Net cash used by investing activities                  (105,200)             -     (1,048,900)             -
                                                                        -----------    -----------    -----------    -----------

Cash flows from financing activities:
     Principal payments on bank debt                                       (199,400)             -       (702,400)             -
     Proceeds from bank borrowings                                          200,000              -      1,400,000              -
     Principal payments on other liabilities and capital leases              (6,900)             -        (11,900)             -
                                                                        -----------    -----------    -----------    -----------
                    Net cash provided (used) by financing activities         (6,300)             -        685,700              -
                                                                        -----------    -----------    -----------    -----------

                                                                 
                    Net increase (decrease) in cash and cash equivalents   (451,000)             -        120,400              -
                                                                 
Cash and cash equivalents at beginning of period                            571,400              -              -              -
                                                                        -----------    -----------    -----------    -----------
                                                                 
Cash and cash equivalents at end of period                              $   120,400              -    $   120,400              -
                                                                        ===========    ===========    ===========    ===========
</TABLE>


TRIDENT MEDIA GROUP, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


1.   MERGER WITH SPECTOR ENTERTAINMENT GROUP, INC.:

     On January 15, 1998, Spector Entertainment Group, Inc. ("SEG"), Millenium 
Entertainment Group, Inc. ("Millenium"), a California corporation and the sole 
stockholder of SEG, and Trident Media Group, Inc. ("the Company" or 
"Trident"), an inactive public company that had been dormant since 1988, 
completed an Agreement and Plan of Merger (the "Agreement").  

     Pursuant to the Agreement, all of the outstanding shares of SEG were 
exchanged for 4,500,000 shares of validly issued, fully paid and non-assessable 
common stock of Trident (approximately 90% of the issued and outstanding shares 
of Trident).
     
     For accounting purposes, this transaction was recorded as if SEG acquired 
Trident, a reverse acquisition.  Subsequent to the business combination, the 
Board of Directors and shareholders of Millenium controlled a majority of the 
common stock of Trident.  As a result of the large number of shares being 
issued in connection with the transaction, the fact that the shares represent 
unregistered securities, and the market for the securities is thin, the fair 
value of Trident's net assets, which approximates cost, was used to determine 
the value of the shares exchanged.


     Supplemental Proforma Results Of Operations 
     -------------------------------------------

     The following unaudited proforma information presents the consolidated 
results of operations as if the purchase had occurred at the beginning of the 
periods presented and does not purport to be indicative of what would have 
occurred had the acquisition actually been made as of such date or of results 
which may occur in the future.

                                                    Nine Months Ended
                                              September 30,   September 30,
                                                   1998           1997
                                               -----------     -----------
[S]                                            [C]             [C]

         Revenue                               $ 6,135,600     $ 4,601,000
         Loss from operations                     (460,400)        (60,300)
         Net loss                                 (430,300)       (128,400)
                    
         Loss per share                              (0.09)          (0.03)


2.   THE COMPANY:

     Trident, a Nevada corporation formed in 1984, through its wholly-owned 
subsidiaries, provides telecommunications services for the broadcast industry 
and private satellite networks, video production and management operations 
services for the sports and entertainment industry, syndicates sports and 
entertainment programming throughout North America and provides 
telecomunications products through the sale of prepaid phone cards.


3.   ACQUISITIONS:

     The following acquisitions were completed during the nine months 
ended September 30, 1998.  These transactions were all accounted for 
under the purchase method of accounting.  The allocation of purchase 
price for these transactions was based on historic net book values, 
which in management's opinion approximates fair value. 


     Steinley's Photochart Systems, Inc.
     -----------------------------------

     On April 1, 1998, the Company acquired 100% of the issued and outstanding 
common stock of Steinley's Photochart Systems, Inc. ("Steinley's") for $350,000 
($250,000 in cash and the remainder to be paid in monthly installments in 
connection with a consulting and non-compete agreement with one of the former 
owners).  In addition, the former owners of Steinley's can earn an additional 
$250,000 based on achieving certain revenue and earnings targets over the next 
two years.  Steinley's is a provider of audio-video and photo finish services 
to the pari-mutuel racing industry.


     GoldenTel Prepaid, LLC.
     -----------------------

     On June 2, 1998, the Company acquired 100% of the issued and outstanding 
membership units of GoldenTel Prepaid, LLC. ("GoldenTel") for $200,000 in cash 
and an earn-out of an additional $30,000 if certain revenue objectives are 
achieved for the two months commencing June 2, 1998.  These revenue objectives 
were met and the earn-out payment was paid on September 2, 1998.  GoldenTel 
markets and sells prepaid telephone calling cards primarily through dispensing 
machines in the State of Nevada


     On Track, Inc.
     --------------

     On June 24, 1998, the Company acquired 100% of the issued and outstanding 
common stock of On Track, Inc. ("OTI") for $200,000.  The purchase price was 
payable $100,000 at closing and $100,000 less any unrecorded liabilities, as 
defined in the agreement, six months after the closing date.  The sellers can 
also earn an additional $200,000 based on reaching certain revenue and profit 
levels over the next two years. OTI provides video production and related 
services to the pari-mutuel racing industry as well as insert advertising to 
the cable television industry in the southwest portion of the United States.


     Trident Telecard, Inc.
     ----------------------

     In September 1998, the Company acquired certain assets from an unrelated 
third party and formed a new company, Trident Telecard, Inc. ("Telecard"). 
Telecard's purpose is to develop and distribute through a network of 
wholesalers prepaid telephone calling cards primarily to the resident alien 
ethnic markets, tourists, students and the general public.`


4.   SIGNIFICANT ACCOUNTING POLICIES:


     Interim Financial Statements
     ----------------------------

     Certain information and footnote disclosures normally included in 
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 that 
may be expected for a full year.  In the opinion of management, all adjustments 
(consisting of only normal recurring adjustments) considered necessary for a 
fair presentation have been included.


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

     Revenue from broadcasting and production activities is recognized at the 
time services are performed by the Company.  Revenue from prepaid phone card 
activities is recognized at the time of sale.  Most of the Company's revenue is 
generated under long-term contracts with remaining terms from one to five 
years.  The Company provides services for customers' scheduled events under 
these noncancelable contracts for the term of the contract.  As of September 
30,1998, contractual revenue for future periods under these agreements amounted 
to approximately $19,000,000.


     Cash and Cash Equivalents
     -------------------------

     The Company considers all highly liquid debt investments with original 
maturities of three months or less to be cash equivalents.


     Property and Equipment
     ----------------------

     Property, plant and equipment, including renewals and betterments, are 
recorded at cost.  Depreciation is provided utilizing the straight-line method 
over the estimated useful asset lives of 5 to 10 years.  Leasehold improvements 
are amortized over the shorter of their estimated useful life or the remaining 
lease term.  The Company evaluates the carrying value of its long-lived assets 
to determine if impairment existed due to specific conditions known to affect 
the carrying value of its assets.  The Company determined that no adjustment to 
asset values was necessary.


     Goodwill
     --------

     Goodwill recorded in connection with acquisitions is amortized on a 
straight line basis over three to ten years.     


     Income Taxes
     ------------

     The Company records deferred tax assets and liabilities for differences 
between the financial statement and tax bases of assets and liabilities 
("temporary differences") at enacted tax rates in effect for the year in which 
the differences are expected to reverse.  The effect on deferred taxes of a 
change in tax rates is recognized in income in the period that includes the 
enactment date.  In addition, valuation allowances are established, when 
necessary, to reduce deferred tax assets to the amounts expected to be 
realized.

     Business and Credit Concentrations
     ----------------------------------

     The Company invests its cash in federally insured financial institutions.  
Such amounts may, from time to time, be in excess of insured limits.

     The Company's customers are not concentrated in any specific geographic 
region.  The Company reviews a customer's credit history before extending 
credit and establishes an allowance for doubtful accounts based upon factors 
surrounding the credit risk of specific customers, historical trends and other 
information.

     Use of Estimates
     ----------------

     The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect the amounts reported in the financial statements and 
accompanying notes.  Actual results could differ from these estimates.


5.   LOSS PER SHARE:

     The computation of basic loss per share of common stock is based on the 
weighted average number of shares outstanding during the periods presented.  
Options and warrants to purchase common stock of 590,000 and 100,000, 
respectively, are outstanding at September 30, 1998, but were not included in 
the computation of diluted loss per share for the nine months ended September 
30, 1998, because their effect was antidilutive.


6.   PROPERTY AND EQUIPMENT:

     Property and equipment at September 30, 1998, consists of the following:

        Operating equipment                                       $ 9,460,100
        Leasehold improvements                                        220,400
        Office furniture and equipment                                426,700
        Automobiles                                                   170,800
                                                                  -----------

                                                                   10,278,000
        Less accumulated depreciation and amortization             (5,785,400)
                                                                  -----------

                                                                  $ 4,492,600
                                                                  ===========


7.   BANK DEBT:

     Bank debt at September 30, 1998, consists of the following:

     Bank note payable bearing interest at bank's prime rate          
     plus 2% (8.5% at September 30, 1998).  Principal payments          
     of $43,596 plus interest due monthly through July 2001.      $ 1,482,300
               
     Bank revolving note of $500,000 bearing interest at          
     bank's prime rate plus 2%.  Interest payments due           
     monthly through July 1999.  Outstanding balance shall          
     be $-0- for a minimum of 30 consecutive days during          
     the stated term of the note.                                     500,000
               
     Bank note payable bearing interest at bank's prime rate          
     plus 2%.  Principal payments of $7,353 plus interest          
     due monthly through February 2001.                               205,300
               
     Bank note payable bearing interest at bank's prime rate          
     plus 2%. Principal payments of $15,829 plus interest          
     due monthly through June 2002.                                   712,800
               
     Bank note payable bearing interest at bank's prime rate          
     plus 2%.  Principal payments of $3,125 plus interest due          
     monthly through January 2000.                                     63,900
                                                                  -----------
                                                                    2,964,300
     Less current portion                                          (1,336,400)
                                                                  -----------

                                                                  $ 1,627,900
                                                                  ===========

     
Bank debt is collateralized by all of the Company's assets and is personally 
guaranteed by the Company's principal stockholders.  In conjunction with the 
bank notes payable, the Company is restricted from paying dividends, and is 
required to meet certain financial ratios and maintain certain tangible net 
worth levels. 

8.   WARRANTS AND OPTIONS:


     Warrants
     --------

     In connection with the acquisition of SEG, the Company issued warrants to 
purchase 80,000 shares of common stock to a former officer of the Company and 
warrants to purchase 20,000 shares of common stock to the Company's legal 
counsel.  The exercise price of the warrants will be determined in the future 
and will be equal to 125% of the opening bid price on the NASDAQ Small Cap 
Exchange if the stock is listed on the exchange within twelve months or else 
will be 125% of the average bid price of the stock as listed on the OTC 
Bulletin Board for the period of thirty days immediately prior to the one year 
anniversary date.  The warrants are exercisable for a period of two years from 
the date the exercise price is determined. 


     Options
     -------

     The Company has formed an Employee Stock Option Plan for eligible 
officers, employees and consultants of the Company or any of its subsidiaries.  
Under the term of the Plan options may not be issued for less than 100% of the 
fair market value of the Company's common stock on the date of grant.  As of 
September 30, 1998, no options have been granted under this Plan.

     On February 27, 1998, outside the aforementioned plan, the Company granted 
options to acquire 590,000 shares of the Company's common stock at $0.125 per 
share to certain officers of the Company.


9.   TRANSACTIONS WITH RELATED PARTIES:

     Leases
     ------

     The Company leases office space from Margate Associates, a general 
partnership wholly-owned by certain stockholders of the Company.  The lease, 
which expires May 31, 2003, currently provides for monthly payments of $23,400.

     The total office rent expense for the nine month period ended September 
30, 1998, was approximately $213,000 and was paid to Margate Associates.


ITEM 2: MANAGEMENT DISCUSSION and ANALYSIS of
FINANCIAL CONDITION and RESULTS OF OPERATIONS
TRIDENT MEDIA GROUP, INC. and SUBSIDIARIES

     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 and alternative methods of broadcasting; consolidation in the 
ownership of the Company's principal customers and the risks associated with 
providing services to the gaming industry.


     Plan of Operation
     -----------------

     Since the merger with SEG (see Note 1), the Company has been primarily 
operating as a provider of integrated telecommunications, television production 
and related services to the entertainment, sports, and wagering industries.  
The Company's services include use and or provision of mobile satellite and 
television production facilities, post production services, closed circuit 
television and security systems, satellite leasing, program syndication, and 
the provision of telephony services including prepaid telephone calling cards.  
The Company's plan of operation over the next twelve (12) months is to continue 
to seek expansion opportunities in its core business with existing clientele, 
as well as develop new clients to maximize utilization of the Company's 
existing facilities and services.

      The Company has not and does not project for the future any research and 
development efforts, any material purchase or sale of equipment or any 
significant increase or decrease in the number of employees used to provide its 
services.


     Results of Operations
     ---------------------

     For the three and nine month periods ended September 30, 1998, the Company 
reported net income of $46,300 and a net loss of $430,300, respectively.  The 
first calendar quarter of the year historically shows a net loss due to the 
cyclical nature of SEG's 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 summers months.

     Results for the three months ended September 30, 1998, were adversely 
affected by a shift in the mix of racing start dates in 1998 as compared to the 
same period of prior years.  In addition, on May 19, 1998, as a result of the 
failure of the Galaxy IV satellite, Hughes declared Galaxy IV permanently out 
of service and pre-empted all clients of Galaxy VI (on which the Company leased 
two full-time transponders). This pre-emption forced the Company to find 
alternative transponder capacity in a tighter and more expensive marketplace.  
The loss of income from this disruption in satellite service for the nine 
months ended September 30, 1998 was in excess of $250,000.


     Liquidity
     ---------

     At September 30, 1998, the Company had current assets of $1,698,700 and 
current liabilities of $2,353,700. 

     During the next twelve (12) 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 and 
facilities 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 (see note 4).  The Company believes that its current cash flow, 
long-term contracts with its customers and its relationship with its lending 
institutions will be sufficient to support these cash requirements. 


     Year 2000 Compliance
     --------------------

     The Company is implementing a Year 2000 program to ensure that its 
computer systems and applications will function properly beyond the year 1999 
and believes that adequate resources have been allocated for this purpose.  The 
Company does not believe that the cost of implementing its Year 2000 program 
will have a material effect on the Company's financial condition or results of 
operations.  The expenses of the Company's efforts to address such problems, or 
the expenses or liabilities to which the Company may become subject as a result 
of such problems, could have a material adverse affect on the Company's results 
of operations and financial condition.  In addition, the revenue stream and 
financial ability of existing suppliers, service providers or customers may be 
adversely impacted by Year 2000 problems, which could cause fluctuations in the 
Company's revenues and operating profitability.


PART II - OTHER INFORMATION

ITEM 1:      LEGAL PROCEEDINGS
             None


ITEM 6:     EXHIBITS AND REPORTS ON FORM 8-K

            (a)    Exhibits -     

                   Exhibit 27.00 -  Financial Data Schedule     
               

            (b)    Reports on Form 8K.    

                   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:     November 13, 1998                By: /s/ Edward M. Spector
                                                President and Director