================================================================================
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10-QSB/A

[ X ]  AMENDMENT NO. 1 TO THE QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
       OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period ended September 30, 2000

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   _____             No    X

     Number of shares  outstanding  of Issuer's  Common  Stock as of October 31,
2000: 20,000,608

================================================================================

                                     PART 1

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

                                                                September 30,
                                                                     2000
------------------------------------------------------------------------------

<S>                                                             <C>
ASSETS

Current assets:
  Cash and cash equivalents ......................................   $327,100
  Accounts receivable, net of allowance for doubtful accounts
     of $32,300 ..................................................    426,000
  Deferred taxes .................................................    384,500
  Prepaid expenses and other current assets ......................    302,900
                                                                     --------

            Total current assets .................................  1,440,500

Property and equipment, net ......................................  2,428,000
Other assets .....................................................    297,800
                                                                   ----------

                                                                   $4,166,300
                                                                   ==========


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable and accrued liabilities ....................   $794,700
     Current portion of bank debt ................................    510,500
     Deferred income .............................................     30,000
     Other current liabilities ...................................    124,500
                                                                   ----------

            Total current liabilities ............................  1,459,700

Bank debt, less current portion ..................................    470,000
Payable to majority stockholder ..................................    300,000
Deferred taxes ...................................................    690,500
Other liabilities ................................................     26,700
                                                                   ----------
            Total liabilities ....................................  2,946,900
                                                                   ----------

Stockholders' equity:
     Common stock, $.001 par value, 100,000,000 shares authorized,
        20,000,608 shares issued and outstanding .................     20,000
     Paid in capital .............................................     35,000
     Retained earnings ...........................................  1,164,400
                                                                   ----------
            Total stockholders' equity ...........................  1,219,400
                                                                   ----------
                                                                   $4,166,300
                                                                   ==========

</TABLE>



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


                                                                Three Months Ended                   Nine Months Ended
                                                        -----------------------------------  -----------------------------------
                                                         September 30,     September 30,      September 30,     September 30,
                                                              2000              1999               2000              1999
--------------------------------------------------------------------------------------------------------------------------------

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

 Revenues ...........................................     $  2,291,900     $  3,093,000     $  5,922,900      $  7,348,400
                                                          ------------     ------------     ------------      ------------
 Operating costs and expenses:

      Cost of operations ............................        1,495,500        1,625,400        3,811,700         4,281,900
      Selling, general and administrative ...........          509,700          641,400        1,740,200         1,840,300
      Depreciation and amortization .................          237,500          287,500          814,300           902,800
                                                          ------------     ------------     ------------      ------------
               Total operating costs and expenses ...        2,242,700        2,554,300        6,366,200         7,025,000
                                                          ------------     ------------     ------------      ------------

               Income (loss) from operations ........           49,200          538,700         (443,300)          323,400

 Gain on sale of assets .............................             --               --            712,400              --
 Interest expense ...................................           41,900           83,200          190,400           239,900
                                                          ------------     ------------     ------------      ------------
               Income before taxes ..................            7,300          455,500           78,700            83,500

 Income tax expense .................................            1,600          141,100           26,600             7,700
                                                          ------------     ------------     ------------      ------------
 Net income .........................................     $      5,700     $    314,400     $     52,100      $     75,800
                                                          ============     ============     ============      ============

 Net income per share - Basic .......................     $       0.00     $       0.02     $       0.00      $       0.00
                                                          ============     ============     ============      ============
                      - Diluted .....................     $       0.00     $       0.01     $       0.00      $       0.00
                                                          ============     ============     ============      ============

 Weighted average number of shares outstanding
                     - Basic........................       20,000,608        20,000,608       20,000,608        20,000,608
                                                          ============     ============     ============      ============
                     - Diluted ......................       21,672,962       21,680,608       21,995,213        22,123,816
                                                          ============     ============     ============      ============
</TABLE>




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


                                                         Three Months Ended      Nine Months Ended
                                                         ------------------      -----------------

                                                           Sept. 30,  Sept.30,   Sept.30,     Sep.30,
                                                              2000      1999       2000         1999
                                                          ---------  ---------  -----------  ---------

<S>                                                       <C>        <C>        <C>          <C>
Cash Flows from operating activities:
    Net income (loss) ................................... $   5,700  $ 314,400  $    52,100  $  75,800
                                                          ---------  ---------  -----------  ---------
    Adjustments  to  reconcile  net  income to net cash
      provided  by  operating activities:
     Depreciation and amortization ......................   237,500    287,400      814,300    902,700
     (Gain) loss on sale of assets ......................    10,800     24,600     (707,900)    24,600
     Increase (decrease) in cash resulting from
       changes in:
       Accounts receivable ..............................   313,900    219,000       73,700    (36,100)
       Prepaid expenses and other assets ................   (87,600)    36,700     (179,300)   (22,300)
       Accounts payable and accrued liabilities..........   (42,900)  (313,500)     353,800   (365,100)
       Taxes payable ....................................      --         --         18,700    (20,500)
                                                          ---------  ---------  -----------  ---------

        Net cash provided by operating
          activities ....................................   437,400    568,600      425,400    559,100
                                                          ---------  ---------  -----------  ---------

Cash flows from investing activities:
    Change in amounts due from related parties              (15,300)   (12,800)   (17,600)     (28,700)
    Purchase of Steinley's Photochart, Systems, Inc. ....      --      (24,300)   (91,200)     (40,800)
    Proceeds from sale of assets ........................      --         --    1,600,000         --
    Purchase of property and equipment ..................  (121,500)   (15,400)  (519,600)    (470,700)
                                                          ---------  ---------  -----------  ---------

        Net cash provided (used) by investing
          activities ....................................  (136,800)   (52,500)     971,600   (540,200)
                                                          ---------  ---------  -----------  ---------

Cash flows from financing activities:
    Advances (payments) from (to)  majority
          shareholder ...................................      --     (105,000)        --      455,000
    Debenture payment to former shareholder .............      --         --           --      (75,000)
    Borrowings (payments) from revolving
          credit agreement, net .........................  (144,800)      --          2,600       --
    Principal payments on bank debt .....................   (70,000)  (264,600)  (1,415,000)  (407,900)
    Other ...............................................    15,300     38,200       (3,900)    42,200
                                                          ---------  ---------  -----------  ---------

        Net cash provided (used) by financing
          activities ....................................  (199,500)  (331,400)  (1,416,300)    14,300
                                                          ---------  ---------  -----------  ---------

        Net increase (decrease) in cash and
          cash equivalents ..............................   101,100    184,700      (19,300)    33,200

Cash and cash equivalents at beginning of period .......    226,000    383,300      346,400    534,800
                                                          ---------  ---------   -----------  --------

Cash and cash equivalents at end of period                $ 327,100  $ 568,000    $ 327,100  $ 568,000
                                                          =========  =========    =========  =========
</TABLE>




                   TRIDENT MEDIA GROUP, INC. and SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                                  (Unaudited)
--------------------------------------------------------------------------------

1.   The  accompanying  financial  statements  for the  quarterly  period  ended
     September 30, 2000 were not reviewed by the Company's Independent Certified
     Public Accountants.


2.   THE COMPANY

     Trident  Media  Group,  Inc.   ("Trident"  or  the  "Company"),   a  Nevada
     Corporation,  through its wholly-owned subsidiaries,  provides services for
     the broadcast industry and private satellite networks, video production and
     management operations services for the sports and entertainment industries,
     throughout  North  America and  provides  telecommunications  products  and
     services through the sale of prepaid phone cards.


3.   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 September  30,  2000,  and the
     consolidated  results of  operations  and cash flows for the nine and three
     months ended  September  30, 2000 and 1999.  All  significant  intercompany
     transactions have been eliminated.


4.   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, 1999.


5.   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
     September  30,  2000,  and  September  30,  1999.  Options and  warrants to
     purchase  common  stock  of  3,163,928  and  400,000,   respectively,   are
     outstanding at September 30, 2000.

     The following  tables  represent  the required  disclosure of the basic and
     diluted earnings per share  computation for the nine and three months ended
     September 30, 2000 and 1999.

<TABLE>
<CAPTION>

                                                        Nine months ended September 30,
                           ---------------------------------------------------------------------------------------------

                                                2000                                                    1999
                           ------------------------------------------------     ----------------------------------------
                              Income             Shares          Per Share     Income          Shares         Per Share
                             (Numerator)      (Denominator)         Amount   (Numerator)    (Denominator)      Amount
                             ----------         ----------       ---------   ----------     ----------       --------
<S>                          <C>                <C>              <C>       <C>              <C>              <C>
Basic EPS
----------
 Net Income (loss) ........  $    52,100        20,000,608       $   0.00   $   75,800       20,000,608      $   0.00
                                                                                                             ========

 Effect of Dilutive
    Securities

 Securities Assumed
   Converted
           Options ........                      2,742,964                                    2,360,000
           Warrants .......                                                                     400,000

 Less Securities Assumed
    Repurchased ...........                       (748,359)                                    (636,792)
                             -----------       -----------       --------   -----------      ----------      --------
 Diluted EPS ..............  $    52,100        21,995,213       $   0.00   $   75,800       22,123,816      $   0.00
                             ===========        ==========       ========   ===========      ==========      ========
</TABLE>


<TABLE>
<CAPTION>
                                                          Three months ended September 30,
                              -----------------------------------------------------------------------------------------

                                                2000                                         1999
                              ---------------------------------------     ---------------------------------------
                                Income         Shares      Per Share       Income         Shares       Per Share
                             (Numerator)    (Denominator)    Amount      (Numerator)   (Denominator)     Amount
                             -----------    -----------     --------     -----------    -----------     --------
<S>                          <C>             <C>            <C>           <C>             <C>            <C>
Basic EPS
---------
Net Income ................. $     5,700     20,000,608     $   0.00      $   314,400     20,000,608     $   0.02
                                                            ========                                     ========
Effect of Dilutive
  Securities

Securities Assumed
  Converted
              Options ......                  2,360,000                                    2,360,000
              Warrants .....                         --                                      400,000

Less Securities Assumed
   Repurchased .............                   (687,646)                                  (1,080,000)
                             -----------    -----------     --------      -----------    -----------     --------
Diluted EPS ................ $     5,700     21,672,962     $   0.00      $   314,400     21,680,608     $   0.01
                             ===========    ===========     ========      ===========    ===========     ========
</TABLE>



6.   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 nine and three month
     periods ended September 30, 2000 and 1999 (000's).


<TABLE>
<CAPTION>

                                                                   Nine Months Ended September 30,
                                  ----------------------------------------------------------------------------------------
                                                  2000                                              1999
                                  -------------------------------------------    -----------------------------------------
                                  Network        Telecommu-                      Network      Telecommu-
                                  Services        nication                      Services       nication
                                   Group          Services        Total           Group        Services        Total
                                  -------         -------        -------        -------        -------        -------
<S>                               <C>             <C>            <C>            <C>            <C>            <C>
Revenues .......................  $ 4,374         $ 1,549        $ 5,923        $ 6,331        $ 1,017        $ 7,348
Cost of Operations .............    2,760           1,052          3,812          3,651            631          4,282
Depreciation and
  Amortization .................      738              76            814            844             59            903
                                  -------         -------        -------        -------        -------        -------

Gross Profit ...................  $   876         $   421          1,297        $ 1,836        $   327          2,163
                                  =======         =======                       =======        =======
Selling, General &
  Administrative ...............                                   1,740                                        1,840
                                                                   -----                                      -------

Income (loss) from Operations ..                                 $  (443)                                     $   323
                                                                 =======                                      =======
</TABLE>


<TABLE>
<CAPTION>

                                                                 Three Months Ended September 30,
                                  ----------------------------------------------------------------------------------------
                                                  2000                                            1999
                                  -------------------------------------------    -----------------------------------------
                                    Network        Telecommu-                      Network      Telecommu-
                                    Services        nication                      Services       nication
                                     Group          Services        Total           Group        Services        Total
                                  -------------   -------------  ------------    ------------  -------------  ------------
<S>                                  <C>           <C>            <C>             <C>           <C>             <C>
Revenues ........................    $1,516         $  776         $2,292         $2,681         $  412         $3,093
Cost of Operations ..............       964            532          1,496          1,388            237          1,625
Depreciation and
  Amortization ..................       206             31            237            269             19            288
                                     ------         ------         ------         ------         ------         ------
Gross Profit ....................    $  346         $  213            559         $1,024         $  156          1,180
                                     ======         ======                        ======         ======

Selling, General &
  Administrative ................                                     510                                          641
                                                                   ------                                       ------
Income from Operations ..........                                  $   49                                       $  539
                                                                   ======                                       ======


Identifiable Assets .............    $3,521         $  645         $4,166         $5,720         $  470         $6,190
                                     ======         ======         ======         ======         ======         ======
</TABLE>



7.   SALE OF ASSETS

     On May 7, 2000, the Company  consummated an agreement with a major customer
     to sell  certain  assets  and to  assign  to the  customer  all  television
     production  contracts  between  the  Company  and the  customer  for a cash
     purchase  price of $1.6 million.  The majority of the proceeds were used to
     pay down  the  Company's  bank  debt  and a  pretax  gain of  approximately
     $712,000 was recorded on the transaction.


8.  STOCK SPLIT

    On May 30, 2000, the Company  effected a  four-for-one  split of its common
    stock.



                ITEM 2: MANAGEMENT'S DISCUSSION and ANALYSIS of
                 FINANCIAL CONDITION and RESULTS OF OPERATIONS
                   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

The Company  reported net income of $52,100 for the nine months ended  September
30, 2000, as compared to net income of $75,800 for the same period of 1999.  For
the three months ended  September 30, 2000,  the Company  reported net income of
$5,700 as compared  to net income of  $314,400  for the same period of the prior
year. On May 7, 2000, the Company  completed a sale (which  resulted in a pretax
gain of approximately $712,000) of certain assets to a major customer. 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 reported revenues of $5.9 million and $2.3 million for the
nine and three months ended  September  30, 2000,  respectively,  as compared to
$7.3  million and $3.1  million for the same  periods in 1999.  The  decrease in
revenues  of $1.4  million  from 1999 to 2000 for the nine  month  period  ended
September  30 was  caused  by: 1) a  decrease  in  revenues  from TV  Production
activities of approximately  $0.7 million  (primarily as a result of the sale of
certain  contracts  to a major  customer  in May of 2000) and 2) a  decrease  in
revenues    of     approximately     $1.1    million    from    the    Company's
Communications/Broadcast activities due to the non-renewal of certain contracts.
Higher revenues of approximately  $0.5 million directly related to the Company's
prepaid telephone calling card business offset these decreases.


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

Cost of operations amounted to $3.8 million and $1.5 million
for the nine and  three  months  ended  September  30,  2000,  respectively,  as
compared  to $4.3  million and $1.6  million  for the same  periods of the prior
year.  The  decrease of $0.5 million from 1999 to 2000 for the nine months ended
September 30 primarily  relates to lower costs  incurred for satellite  time. In
1999, the Company leased a full-time transponder at a cost of $135,000 per month
versus only paying for actual satellite time incurred in 2000.


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

The Company reported selling,general and administrative expenses of $1.7 million
and $0.5  million  for the nine and  three  months  ended  September  30,  2000,
respectively,  as compared to $1.8 million and $0.6 million for the same periods
of 1999.  The decrease of  approximately  $0.1  million is primarily  due to the
recording  of a  favorable  settlement  of a  contract  dispute  with  a  former
customer.


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

Primarily as a result of the sale of assets  discussed  above  depreciation  and
amortization  for the nine and  three  months  ended  September  30,  2000  have
decreased by approximately $89,000 and $50,000, respectively, as compared to the
same periods of the prior year.


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

Interest expense decreased  approximately $50,000 from 1999 to 2000 primarily as
a result  of the  payoff of  approximately  $1.2  million  in bank debt with the
proceeds from the sale of certain assets and contracts discussed above.


FACTORS THAT MAY AFFECT FUTURE RESULTS

The Company's primarily 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  25% in fiscal  year  1999) 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 $1.4 million and current  liabilities of $1.4
million as of September 30, 2000.  Stockholders'  equity was approximately  $1.2
million at December 31, 1999 and September 30, 2000.

At September  30, 2000,  the Company had a credit  facility  with its  principal
lender  consisting  of a term loan of $750,000  and a  revolving  line of credit
based on accounts  receivable  balances of $1.0  million (of which  $230,000 was
drawn down at September 30, 2000). 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.





                           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 -

            Exhibit 27.00 -  Financial Data Schedule


(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:    April 12, 2001                    By:   /s/Harlyn C. Enholm
                                                  ------------------------------
                                                  Executive Vice President and
                                                  Chief Financial Officer