10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-QSB

þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended April 30, 2007

OR

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File No. 000-49865

TriMedia Entertainment Group, Inc.

(Exact Name of Small Business Issuer as Specified in its Charter)

Delaware	14-1854107
(State or other jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)
333 East Lancaster Avenue, Suite 411 Wynnewood, Pennsylvania	19096
(Address of principal executive offices)	(Zip Code)

(215) 426-5536(Issuer’s Telephone Number, including Area Code)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 such filings requirements for the past 90 days. YES þ NO o

Indicate by checkmark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). YES o NO þ.

There were 47,710,012 issued and outstanding shares of the registrant’s common stock, par value $.0001 per share, at June 12, 2007.

TRIMEDIA ENTERTAINMENT GROUP, INC.

INDEX

			Page
Part I.	Financial Information
	Item 1.	Financial Statements
		Consolidated Balance Sheets at April 30, 2007 (unaudited) and October 31, 2006 (audited)		1
		Consolidated Statements of Operations for the Three and Six Months Ended April 30, 2007 and April 30, 2006 (unaudited)		2
		Consolidated Statements of Cash Flows for the Six Months Ended April 30, 2007 and April 30, 2006 (unaudited)		3
		Notes to Consolidated Financial Statements		4
	Item 2.	Management’s Discussion and Analysis		11
	Item 3A(T).	Controls and Procedures		18
Part II.	Other Information
	Item 1.	Legal Proceedings		19
	Item 3.	Defaults Upon Senior Securities		19
	Item 6.	Exhibits		19
CERTIFICATION OF CHRISTOPHER SCHWARTZ
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

i

TRIMEDIA ENTERTAINMENT GROUP, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
APRIL 30, 2007 AND OCTOBER 31, 2006

	April 30,			October 31,
	2007			2006
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Cash	$	7,176		$	30,256
Prepaid expenses		—			18,070
		7,176			48,326
PROPERTY AND EQUIPMENT — Net		13,514			15,883
TOTAL ASSETS	$	20,690		$	64,209
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Convertible term loans	$	4,250,752		$	4,091,396
Line of credit		—			3,106,980
Accounts payable and accrued expenses		1,957,681			1,471,073
Taxes payable		17,501			17,501
Advances from distributors		373,478			424,932
Due to stockholder		150,191			53,723
Deferred revenue		11,200			12,800
		6,760,803			9,178,405
LOANS PAYABLE — STOCKHOLDER		1,100,000			1,100,000
TOTAL LIABILITIES		7,860,803			10,278,405
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 20,000,000 shares authorized; no shares issued and outstanding in 2007 and 2006		—			—
Common stock, $0.0001 par value; 100,000,000 shares authorized; 47,710,012 shares issued and outstanding in 2007 and 2006		4,770			4,769
Additional paid-in capital		13,276,312			13,276,312
Accumulated deficit		(21,121,195	)		(23,495,277	)
TOTAL STOCKHOLDERS’ DEFICIT		(7,840,113	)		(10,214,196	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	20,690		$	64,209

See accompanying notes to consolidated financial statements.

-1-

TRIMEDIA ENTERTAINMENT GROUP, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED APRIL 30, 2007 AND 2006
(UNAUDITED)

	Three Months Ended						Six Months Ended
	April 30,						April 30,
	2007			2006			2007			2006
NET REVENUE	$	31,715		$	13,857		$	167,284		$	45,988
DIRECT COSTS		23,966			190,530			121,653			293,699
GROSS PROFIT (LOSS)		7,749			(176,673	)		45,631			(247,711	)
OPERATING EXPENSES		283,478			594,901			783,957			1,263,177
LOSS FROM OPERATIONS		(275,729	)		(771,574	)		(738,326	)		(1,510,888	)
OTHER INCOME (EXPENSE)
Other income		8			—			5,423			607
Foreign currency exchange gain (loss)		—			(64,999	)		(79,794	)		(84,850	)
Forgiveness of indebtedness		—			—			3,186,774			—
		8			(64,999	)		3,112,403			(84,243	)
NET INCOME (LOSS)	$	(275,721	)	$	(836,573	)	$	2,374,077		$	(1,595,131	)
BASIC AND DILUTED INCOME (LOSS) PER SHARE	$	(0.01	)	$	(0.02	)	$	0.05		$	(0.03	)
WEIGHTED AVERAGE NUMBER OF SHARES		47,710,012			47,060,011			47,710,012			45,892,511

See accompanying notes to consolidated financial statements.

-2-

TRIMEDIA ENTERTAINMENT GROUP, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED APRIL 30, 2007 AND 2006
(UNAUDITED)

	2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	2,374,077		$	(1,595,131	)
Adjustment to reconcile net income (loss) to net cash used in operating activities
Forgiveness of indebtedness		(3,186,774	)		—
Foreign currency exchange loss		79,794			84,495
Depreciation and amortization		2,369			88,850
(Increase) decrease in assets Miscellaneous receivable		—			3,292
Film costs		—			(39,313	)
Prepaid expenses		18,070			221,056
Other assets		—			18,070
Increase (decrease) in liabilities
Accounts payable and accrued expenses		485,103			120,052
Advance from Sony		(51,454	)		8,171
Other liabilities		1,505			—
Deferred revenue		(1,600	)		11,215
Net cash used in operating activities		(278,910	)		(1,079,243	)
CASH FLOWS FROM INVESTING ACTIVITIES
Due to stockholder		96,474			27,300
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings on term loans		159,356			1,058,251
NET INCREASE (DECREASE) IN CASH		(23,080	)		6,308
CASH — BEGINNING OF PERIOD		30,256			34,703
CASH — END OF PERIOD	$	7,176		$	41,011
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID DURING THE PERIOD FOR:
Interest	$	50,376		$	37,752

See accompanying notes to consolidated financial statements.

-3-

TRIMEDIA ENTERTAINMENT GROUP, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2007
(UNAUDITED)

NOTE 1 — FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated financial statements have been prepared by Trimedia Entertainment Group, Inc. (“Trimedia”) and Subsidiaries (collectively, “the Company”). These statements include all adjustments (consisting only of normal recurring adjustments) which management believes necessary for a fair presentation of the statements and have been prepared on a consistent basis using the accounting policies described in the Summary of Accounting Policies included in the Annual Report on Form 10-KSB for the fiscal year ended October 31, 2006 which the Company filed with the Securities and Exchange Commission on February 13, 2007 (the “Annual Report”). Certain financial information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the accompanying disclosures are adequate to make the information presented not misleading. The Notes to Financial Statements included in the Annual Report should be read in conjunction with the accompanying interim financial statements. The interim operating results for the six months ended April 30, 2007 may not necessarily be indicative of the operating results expected for the full year.

Basis of Presentation

The consolidated financial statements include the accounts of Trimedia and its wholly-owned subsidiaries. All material inter-company transactions have been eliminated in consolidation.

Loss Per Share

The Company follows Statement of Financial Accounting Standards (“SFAS”) No. 128, Earnings Per Share, resulting in the presentation of basic and diluted loss per share. The basic loss per share calculations include the change in capital structure for all periods presented. For the three months and six months ended April 30, 2007 and 2006, the basic and diluted loss per share are the same, since the assumed conversion of stock options and warrants would be antidilutive.

Recently Issued Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board (“FASB”) issued interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes. FIN 48 prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. Tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized upon the adoption of FIN 48 and in subsequent periods. FIN 48 will be effective for fiscal years beginning after December 15, 2006 (our fiscal year 2008) and the provisions of FIN 48 will be applied to all tax positions under Statement No. 109 upon initial adoption. The cumulative effect of applying the provisions of this interpretation will be reported as an adjustment to the opening balance of retained earnings for that fiscal year. The Company is currently evaluating the potential impact of FIN 48 on its consolidated financial statements.

In September 2006, the SEC issued Staff Accounting Bulletin No. 108 (“SAB No. 108”). SAB No. 108 addresses the process and diversity in practice of quantifying financial statement misstatements resulting in the potential build up of improper amounts on the balance sheet. We will be required to adopt the provisions of SAB No. 108 in fiscal 2007. We currently do not believe that the adoption of SAB No. 108 will have a material impact on our consolidated financial statements.

-4-

TRIMEDIA ENTERTAINMENT GROUP, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2007
(UNAUDITED)

NOTE 1 — FINANCIAL STATEMENTS (Continued)

Recently Issued Accounting Pronouncements (Continued)

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS No. 157”). SFAS No. 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements. The changes to current practice resulting from the application of this Statement relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. The Statement is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. We do not believe that the adoption of the provisions of SFAS No. 157 will materially impact our financial position and results of operations.

NOTE 2 — GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

Since its inception, the Company has incurred significant losses and, as of April 30, 2007 had accumulated losses of $21,121,195. For the six months ended April 30, 2006, the Company’s net income was $2,374,077 which included $3,186,774 of debt forgiveness. In addition, the Company had negative working capital of $6,753,627 at April 30, 2007. The Company may incur further operating losses and experience negative cash flow in the future. Achieving profitability and positive cash flow depends on the Company’s ability to generate sufficient revenues from its films and recording studio and its ability to raise additional capital. There can be no assurances that the Company will be able to generate sufficient revenues or raise additional capital to achieve and sustain profitability and positive cash flow in the future. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

The Company has no firm commitments for funding its operations. The Company has historically relied principally on equity financing and loans from its principal stockholder and third parties to meet its cash requirements. The Company intends to raise additional capital from the sale of its securities. However, there can be no assurances that the company will be successful in raising sufficient capital to have a material positive effect of the company’s operations and cash flow.

-5-

TRIMEDIA ENTERTAINMENT GROUP, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2007
(UNAUDITED)

NOTE 2 — GOING CONCERN (Continued)

The Company has outstanding debt in the aggregate principal amount of approximately $5,350,752 as of April 30, 2007. The Company has granted security interests in substantially all of its assets to secure its obligations to repay approximately $4,250,752 of this indebtedness. Accordingly, the Company will require a significant amount of cash to fund the present operations and to continue to grow the business. As the Company’s operations grow, the Company’s financing requirements are expected to grow proportionately and the Company projects the continued use of cash in operating activities for the foreseeable future. Therefore, the Company is dependent on continued access to external sources of financing. The current financing strategy is to pursue loans and to sell equity securities to raise a substantial amount of working capital. The Company also plans to leverage investment in film and music productions through operating credit facilities, co-ventures and single-purpose production financing. The Company plans to obtain financing commitments, including, in some cases, foreign distribution commitments to cover, on average, at least 50% of the budgeted third-party costs of a project before commencing production. The Company plans to outsource required services and functions whenever possible. The Company also plans to use independent contractors and producers, consultants and professionals to provide those services necessary to operate the corporate and business operations in an effort to avoid build up of overhead infrastructures, to maintain a flexible organization and financial structure for productions and ventures and to be responsive to business opportunities worldwide. The Company believes that it will be necessary to raise at least $10,000,000 in order to meet the anticipated cash requirements through April 30, 2007. There can be no assurance that the Company will be successful in its efforts to raise this amount of additional financing. In the event that the Company is unable to raise these funds, the Company will then be required to delay its plans to grow its business and the Company will rely on its net revenues to fund its operations.

There can be no assurance that such funding will be generated or available on terms acceptable to the Company, or at all, or that the commercial exploitation of the Company’s products will be economically profitable for the Company. These uncertainties raise substantial doubt about the ability of the Company to continue as a going concern. Significant additional funding will be required during fiscal 2007 to meet expected negative operating cash flows.

NOTE 3 — LOAN PAYABLE — STOCKHOLDER

Loans payable — stockholder consist of an unsecured demand note payable to Christopher Schwartz, accruing interest at 7% per annum. Interest expense, associated with this note for the six months ended April 30, 2007 and 2006 was $19,250. Christopher Schwartz does not intend to call this note during the next fiscal year and therefore the note is reflected on the balance sheet as a non-current liability.

NOTE 4 — TERM LOANS

During the year ended October 31, 2006, the Company borrowed approximately $1,947,000 in additional funds as part of a convertible note payable entered into with a third party lender in May 2005. Interest only, at 12% per annum through October 1, 2006, at which time the interest rate increases to 21% per annum, is due monthly with outstanding principal to be paid in a lump sum on May 30, 2006. The maturity date has been extended through October 31, 2006 and has now been extended through February 1, 2008. The holder of the note has the right to convert all or part of the outstanding principal amount of the note into common stock of the Company at a conversion price of $0.50 per share. The conversion price is subject to adjustment upon occurrence of certain events as defined in the agreement. As of April 30, 2007, approximately $553,788 of interest is in arrears and recorded as part of accrued expenses.

-6-

TRIMEDIA ENTERTAINMENT GROUP, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2007
(UNAUDITED)

NOTE 5 — LINE OF CREDIT

In December 2006, the line of credit was paid off in full with the third party funds held on deposit with the lender, resulting in forgiveness of debt of $3,186,774.

NOTE 6 — DUE TO STOCKHOLDER

Due to stockholder represents loans to the Company from its stockholder that are due and payable on demand with no stated interest rate.

NOTE 7 — INCOME TAXES

There is no income tax benefit for the losses for the six months ended April 30, 2006 since management has determined that the realization of the net deferred tax asset is not assured and has created a valuation allowance for the entire amount of such benefits.

NOTE 8 — STOCK BASED COMPENSATION

In December 2004, the FASB issued SFAS 123 (revised 2004), Share-Based Payment (“SFAS 123(R)”). SFAS 123(R) supersedes Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS 123(R) is similar to the approach described in SFAS 123. However, SFAS 123(R) requires share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values at the date of grant. Pro forma disclosure is no longer an alternative.

On November 1, 2006, the Company adopted SFAS 123(R) using the modified prospective method as permitted under SFAS 123(R). Under this transition method, compensation cost recognized in the first quarter of 2007 includes compensation cost for all share-based payments granted prior to but not yet vested as of October 31, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123. In accordance with the modified prospective method of adoption, the Company’s results of operations and financial position for prior periods have not been restated. There was no unrecognized compensation cost as of October 31, 2006.

The Company uses the Black-Scholes option pricing model to calculate the grant-date fair value of an award.

There were no stock options granted during the six months ended April 30, 2007.

Prior to October 31, 2006, the Company followed the provisions of SFAS No. 123, Accounting for Stock-Based Compensation. The provisions of SFAS No. 123 allowed companies to either expense the estimated fair value of stock options or to continue to follow the intrinsic value method set forth in APB Opinion No. 25, Accounting for Stock Issued to Employees (“APB 25”), but disclose the pro forma effects on net income had the fair value of the options been expensed. The Company elected to apply APB 25 in accounting for its stock option incentive plans.

In accordance with APB 25 and related interpretations, compensation expense for stock options was recognized in income based on the excess, if any, of the quoted market price of the stock at the grant date of the award or other measurement date over the amount an employee must pay to acquire the stock. Generally, the exercise price for stock options granted to employees was equal to the fair market value of the Company’s common stock at the date of grant, thereby resulting in no recognition of compensation expense by the Company prior to October 31, 2006.

-7-

TRIMEDIA ENTERTAINMENT GROUP, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2007
(UNAUDITED)

NOTE 8 — STOCK BASED COMPENSATION (Continued)

There were no stock options granted during the six months ended April 30, 2007.

A summary of options is as follows:

	Shares		Option Price Per		Weighted Average
	Outstanding		Share Expense		Exercise Price
Options outstanding, October 31, 2006 and April 30, 2007		8,036,707	$	0.03 to $1.50	$	0.62

The options that are exercisable at April 30, 2007 are summarized as follows:

	Weighted
	Average	Number of Options		Weighted
	Remaining	Currently		Average
Option Price	Contractual Life	Exercisable		Exercise Price
$0.03 to $1.50	8.09 years		6,828,825	$	0.72

A summary of the warrants issued by the Company is as follows:

	Number of		Option Price Per		Weighted Average
	Shares		Share Range		Exercise Price
Warrants outstanding at October 31, 2006 and April 30, 2007		5,915,042	$	0.45 to $1.50	$	0.68

     Warrants that are exercisable at April 30, 2007 are summarized as follows:

	Weighted
	Average	Number of Warrants
	Remaining	Currently		Weighted Average
Warrant Price	Contractual Life	Exercisable		Exercise Price
$0.45 to $1.50	2.61 years		5,915,042	$	0.68

-8-

TRIMEDIA ENTERTAINMENT GROUP, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2007
(UNAUDITED)

NOTE 9 — BUSINESS SEGMENTS

Summarized financial information concerning the Company’s reportable segments, which are based in the United States, is reflected in the following table:

	Recording		Film		Segment				Consolidated
	Studio		Production		Total		Corporate		Total
Three Months Ended April 30, 2007
Net sales	$	—	$	31,715	$	31,715	$	—	$	31,715
Loss from operations		10,120		30,239		40,359		235,370		275,729
Total assets		2,738		14,961		17,699		2,991		20,690
Depreciation and amortization		—		1,185		1,185		—		1,185
Capital expenditures		—		—		—		—		—
Three Months Ended April 30, 2006
Net sales	$	—	$	13,857	$	13,857	$	—	$	13,857
Loss from operations		239,573		64,470		304,043		467,531		771,574
Total assets		194,683		288,010		482,693		138,327		621,020
Depreciation and amortization		43,205		1,220		44,425		—		44,425
Capital expenditures		—		—		—		—		—

	Recording		Film		Segment				Consolidated
	Studio		Production		Total		Corporate		Total
Six Months Ended April 30, 2007
Net sales	$	—	$	167,284	$	167,284	$	—	$	167,284
Loss from operations		54,645		53,206		107,851		630,475		738,326
Total assets		2,738		14,961		17,699		2,991		20,690
Depreciation and amortization		—		2,369		2,369		—		2,369
Capital expenditures		—		—		—		—		—
Six Months Ended April 30, 2006
Net sales	$	—	$	45,988	$	45,988	$	—	$	45,988
Loss from operations		387,948		117,967		505,915		1,004,973		1,510,888
Total assets		194,683		288,010		482,693		138,327		621,020
Depreciation and amortization		86,411		2,439		88,850		—		88,850
Capital expenditures		—		—		—		—		—

-9-

TRIMEDIA ENTERTAINMENT GROUP, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
APRIL 30, 2007
(UNAUDITED)

NOTE 9 — BUSINESS SEGMENTS (Continued)

	Three Months Ended					Six Months Ended
	April 30,					April 30,
Reconciliations	2007			2006		2007			2006
Total segment operating loss	$	40,359		$	304,043	$	107,851		$	505,915
Corporate overhead expenses		235,370			467,531		630,475			1,004,973
Other (income) loss		(8	)		64,999		(3,112,403	)		84,243
Total consolidated net (income) loss	$	275,721		$	836,573	$	(2,374,077	)	$	1,595,131

-10-

CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS

     This Quarterly Report on Form 10-QSB includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” anticipate,” believe,” estimate,” continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those in our other Securities and Exchange Commission filings, including our Annual Report on Form 10-KSB filed on February 13, 2007. The following discussion should be read in conjunction with our Consolidated Financial Statements and related Notes thereto included elsewhere in this report.

Item 2. Management’s Discussion and Analysis or Plan of Operation

     The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including but not limited to the risks discussed in this report.

Overview

     We are a multimedia entertainment company that has film and music operations. In Fiscal 2006, as our distribution agreements with Sony BMG wound down, we began to distribute our films and CDs through agreements with our new distribution partners. In Fiscal 2006, we released a CD by our music artist Kulcha Don through our distribution agreement with Fontana Distribution, LLC, a division of Universal Music Group, released a new movie, Money, Power, Respect, under our distribution deal with Vivendi Visual Entertainment, a division of Universal Music Group Distribution, and released a CD by our music artist, Kristy Frank, through our distribution agreement with Fontana Distribution LLC.

     In Fiscal 2007, we have released Death Before Dishonor and intend to release Turntable and several additional firms under our distribution deal with Vivendi Visual Entertainment. We also hope to release several of these films internationally and to distribute them through cable television. In March 2007, we agreed to allow Kristy Frank, our music artist, to take title to ten master recordings of songs that she recorded for us in exchange for the right to receive a fixed fee ranging from $50,000 to $75,000 plus additional royalties if she signs a recording agreement with another company. We also recognized Other Income of $3,186,774 as a result of forgiveness of indebtedness when collateral of a third party was used by our lender to satisfy all amounts due on an outstanding line of credit. This Other Income did not result in any cash receipts and we do not anticipate earning Other Income at this level in future periods.

     We presently do not have sufficient cash to implement our business plan. We have experienced this lack of liquidity throughout Fiscal 2004, Fiscal 2005, Fiscal 2006 and Fiscal 2007, causing us to be unable to produce any additional feature films. In Fiscal 2007, we substantially reduced our operating expenses in an attempt to conserve our financial resources. We reduced our number of employees from eight to two. While these measures have substantially reduced our losses, we believe that we need to raise or otherwise obtain at least $10,000,000 in additional financing in order to satisfy our existing obligations and implement our business plan. If we are successful in obtaining such financing, we may require an additional nine to twelve months in order to complete production of additional feature films or music projects for release and distribution. Accordingly, in order to generate revenues in Fiscal 2007, we may need to rely on other sources of revenue such as acquiring the rights to distribute and exploit feature films, music projects and other entertainment content produced by third parties. If we

11

are not successful in obtaining additional financing, we will not be able to complete the projects we have planned for Fiscal 2007 or continue to implement our business plan.

     The following discussion and analysis should be read in conjunction with the consolidated financial statements and the related notes thereto included in this Form 10-QSB.

Critical Accounting Policies

     In presenting our financial statements in conformity with accounting principles generally accepted in the United States, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. However, events that are outside of our control cannot be predicted and, as such, they cannot be contemplated in evaluating such estimates and assumptions. If there is a significant unfavorable change to current conditions, it will likely result in a material adverse impact to our consolidated results of operations, financial position and in liquidity. We believe that the estimates and assumptions we used when preparing our financial statements were the most appropriate at that time. Presented below are those accounting policies that we believe require subjective and complex judgments that could potentially affect reported results.

     Revenue Recognition

     We recognize revenue from the sale or licensing of films and nonrefundable minimum guarantees from customers upon meeting all recognition requirements of Statement of Position (“SOP”) 00-2, “Accounting by Producers or Distributors of Films”. According to SOP 00-2, an entity should recognize revenue from a sale or licensing arrangement of a film when all of the following conditions are met:

• persuasive evidence of a sale or licensing arrangement with a customer exists;

• the film is complete and, in accordance with the terms of the arrangement, has been delivered or is available for immediate and unconditional delivery;

• the license period of the arrangement has begun and the customer can begin its exploitation, exhibition, or sale;

• the arrangement fee is fixed or determinable; and

• collection of the arrangement fee is reasonably assured.

If we do not meet any one of the preceding conditions, then we will defer recognizing revenue until all of the conditions are met.

     Capitalized Film Costs

     Costs of making motion picture films that are produced for sale to third parties are stated at the lower of cost, less accumulated amortization, or fair value. In accordance with SOP 00-2, we expense film costs based on the ratio of the current period gross revenues to estimated total gross revenues from all sources on an individual production basis. This ratio requires the use of estimates based on management’s knowledge and experience. Due to the uncertainty of future estimated revenues from films in production, we wrote off previously capitalized film costs of $197,955 during the year ended October 31, 2006. The capitalized film costs associated with the film Train Ride in the amount of $41,035 were fully amortized during the year ended October 31, 2005. If we had not determined to write these amounts off in those years, then our net losses for those years would have been lower by these amounts.

     Artist Compensation Costs

     The amount of royalties earned by artists, as adjusted for anticipated returns, is charged to expense in the period in which the sale of the record takes place. Advance royalty paid to an artist is reported as an asset only if the past performance and current popularity of the artist to whom the advance is made provide a sound basis for estimating that the amount of the advance will be recoverable from future royalties earned by the artist. Capitalized

12

advances are charged to expense as subsequent royalties are earned by the artist. Any portion of capitalized advances that appear not to be fully recoverable from future royalties to be earned from the artist are charged to expense during the period in which the loss becomes evident.

Results of Operations

Three Months Ended April 30, 2007 (Fiscal 2007-Second Quarter) vs. Three Months Ended April 30, 2006 (Fiscal 2006-Second Quarter)

	Fiscal 2007 —		Fiscal 2006 —
	Second Quarter		Second Quarter
	($)		($)			$ Change			% Change
Net Loss		275,271		836,573			(560,852	)		(67.0	)
Net Loss from Operations		275,729		771,574			(495,845	)		(64.3	)
Net Revenue		31,715		13,857			17,858			128.9
Direct Costs		23,966		190,530			(166,564	)		(87.4	)
Operating Expenses		283,478		594,901			(311,423	)		(52.3	)
Other Income (Expense)		8		(64,999	)		65,007			100.0

     The $495,845 decrease in Net Loss From Operations was primarily due to a decrease in Operating Expenses and Direct Costs and an increase in Net Revenue.

     The $17,858 increase in Net Revenues primarily resulted from the distribution of the Money, Power, Respect and Death Before Dishonor DVDs in the current period.

     The $166,564 decrease in Direct Costs was a result of no new artists in development or new film projects during the current period and our efforts to contain Direct Costs during the current period. Direct Costs are costs directly related to the production of film or music projects that we develop and include such items as production fees and costs, artist costs and expenses, engineering services, equipment rentals, studio supplies and support services.

     The $311,423 decrease in Operating Expenses was primarily due to a $25,294 decrease in professional fees, a $79,387 decrease in consulting fees, a $32,116 decrease in rent and utility expenses, a $5,713 decrease in travel expenses, a decrease of $13,969 in office and miscellaneous expense, a decrease of $43,240 in depreciation expense, a decrease of $9,351 in interest expense and a $103,983 decrease in salary and related costs offset by an increase of $7,362 in insurance and sundry expense. Operating Expenses are generally the costs of operating our business and include salaries, advertising, professional and consulting fees, rent and utilities, travel and costs related to financing activities.

     The $65,007 decrease in Other Expense was primarily due to the fluctuation in the foreign currency exchange rate related to a line of credit facility.

13

Six Months Ended April 30, 2007 vs. Six Months Ended April 30, 2006

	Fiscal 2007 — Six		Fiscal 2006 — Six
	Months		Months
	($)		($)			$ Change			% Change
Net Income (Loss)		2,374,077		(1,595,131	)		3,969,208			248.8
Net Loss from Operations		738,326		1,510,888			(772,562	)		(51.1	)
Net Revenue		167,284		45,988			121,296			263.8
Direct Costs		121,653		293,699			(172,046	)		(58.6	)
Operating Expenses		783,957		1,263,177			(479,220	)		(37.9	)
Other Income (Expense)		3,112,403		(84,243	)		3,196,646			3,794.6

     The $772,562 decrease in Net Loss From Operations was primarily due to a decrease in Operating Expenses and Direct Costs and an increase in Net Revenue.

     The $121,296 increase in Net Revenue primarily resulted from the fact that Net Revenue was realized from the distribution of the Money, Power, Respect and Death Before Dishonor DVDs during the first six months of Fiscal 2007.

     The $172,046 decrease in Direct Costs was a result of a reduction in the costs incurred related to the development of new artists. During Fiscal 2006 — Six Months, we incurred development costs in connection with Kulcha Don and Kristy Frank, recording artists for which we did not incur development costs during Fiscal 2007 — Six Months. Direct Costs are costs directly related to the production of film or music projects that we develop and include such items as production fees and costs, artist costs and expenses, engineering services, equipment rentals, studio supplies and support services.

     The $479,220 decrease in Operating Expenses was primarily due to a decrease of $34,860 in professional fees, a $195,075 decrease in consulting fees, a $30,307 decrease in utilities expenses, a decrease of $86,481 in depreciation expense, and a $215,978 decrease in salaries and related costs offset by a $75,013 increase in interest expense and an $8,532 increase in insurance expense. Operating Expenses are generally the costs of operating our business and include salaries, advertising, professional and consulting fees, rent and utilities, travel and costs related to financing activities.

     The $3,196,646 increase in Other Income was primarily due to forgiveness of indebtedness income of $3,186,774 due to repayment of a line of credit at maturity with collateral of a third party held on deposit by our lender. We do not anticipate that this noncash Other Income will continue in future periods.

14

     OFF-BALANCE SHEET ARRANGEMENTS

     There were no off-balance sheet arrangements during the three months ended April 30, 2007 that have, or are reasonably likely to have, a current or future affect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our interests.

Changes in Financial Position, Liquidity and Capital Resources

	Fiscal 2007 — Six			Fiscal 2006 — Six
	Months			Months
	($)			($)			$ Change			% Change
Net Cash Used in Operating Activities		(278,910	)		(1,079,243	)		800,333			74.2
Cash Flow from Investing Activities		96,474			27,300			69,174			253.4
Cash Flow from Financing Activities		159,356			1,058,251			(898,895	)		(84.9	)

     Net cash used in operating activities in Fiscal 2007 — First Six Months was due primarily to our Net Income and non-cash charges for depreciation and amortization of $2,369, a foreign currency exchange loss of $79,794, a decrease in prepaid expenses of $18,070 and an increase in accounts payable and accrued expenses of 485,103 offset by a decrease in advances from distributors of $51,454 and forgiveness of indebtedness of $3,186,774.

     Net cash provided by investing activities in Fiscal 2007-First Six Months represented monies advanced to us by our principal stockholder.

     Net cash provided by financing activities in Fiscal 2007-First Six Months was due to $159,356 advanced to us through term loans. This amount is significantly less than Fiscal 2006-First Six Months as we did not have any projects in development and had substantially lower operating expenses during Fiscal 2007-First Six Months.

     At April 30, 2007, we had approximately $7,176 in cash. At June 12, 2007, we had approximately $12,000 in cash. We do not believe that the amount of cash that we had on hand at June 12, 2007 is sufficient to fund our operations through April 30, 2008. We have principally relied on equity financing and loans from our principal stockholder, distributions from Charles Street, our co-venture with Sony BMG, payments from Vivendi Visual Entertainment from the distribution of our DVDs and third party lenders to fund our operations. During Fiscal 2007, we anticipate continuing to pursue all possible funding scenarios that will finance our business operations. We intend to obtain financing to fund our operations for the next twelve months and will consider sales of our securities and/or a combination of alternative financing structures including, but not limited to, joint or co-ventures, licensing of projects, production subsidies, debt financing, tax structured financing, a merger with or acquisition of a foreign listed entity and partnerships for individual or multiple projects. However, we are not certain that these financing transactions will close or whether we will be able to obtain additional financing. We believe that it will be necessary for us to raise at least $10,000,000 in order to meet our anticipated cash requirements through June 30, 2008. There can be no assurances that we will be successful in our efforts to raise this amount of additional financing. In the event that we are unable to raise these funds, we will then be required to delay our plans to grow our business and we will rely on our net revenues to fund our operations.

15

     We derived a significant portion of our net revenues in Fiscal 2003 through Fiscal 2006 from our Charles Street joint venture with Sony BMG. In Fiscal 2007, we anticipate generating a significant portion of our revenues from our distribution agreements with Vivendi Visual Entertainment and Fontana Distribution, LLC.

     We have entered into negotiations of agreements with licensors and distributors of our film and music products both domestically and internationally. Pursuant to industry standards, the terms and conditions of these agreements provide for advances against sales of the respective film or music product that is licensed or distributed. We use the advances for operating capital needs. However in most cases these advances are recoverable from future sales of our products. There is no assurance that the advances that we receive will be recoverable from the sale of respective music or film products licensed or distributed domestically or internationally. In addition, there is no assurance that we will receive sufficient advances to adequately fund our operations.

     We advance funds to artists and, in some cases, to independent producers pursuant to their respective contracts for acquisition, composition, marketing, production, development or other related costs. In most cases, these expenses are recoverable from the artist or independent producer upon the sale of such party’s music or film product. However, there can be no assurance that the advances or expenses will be recoverable from the artist or producer of a film or music project. We do not presently have any existing obligations to advance funds to any artists or independent producers and our ability to do so in the future is highly dependent on our ability to raise additional financing.

     As we presently do not generate sufficient cash flow from our operations to fund our working capital needs, we have been raising the funds we need to operate our business through the offer and sale of our securities.

     On May 5, 2005, we entered into a Securities Purchase Agreement with IL Resources, LLC (“IL Resources”) pursuant to which we issued to IL Resources a Secured Convertible Note in the aggregate principal amount of $1,590,000 and a warrant to purchase 2,000,000 shares of our common stock. During Fiscal 2006-First Quarter, this Note was amended to provide for additional advances. This Note accrues interest at the rate of 12 percent per annum and had a maturity date of May 30, 2006. We were unable to make the principal payment or the payment of accrued interest due on this date. On June 13, 2006, the promissory note was amended and restated to increase the principal amount to $2,924,688, reflecting all advances that we received from IL Resources and all accrued interest thereon through that date, and to extend the maturity date to October 31, 2006. In exchange for the extension of the maturity date and the waiver of any default under the original promissory note, we issued 500,000 shares of our common stock to the lender.

     On September 13, 2006, we issued a Second Amended and Restated Convertible Term Note to IL Resources in exchange for cancellation of the Amended and Restated Convertible Term Note, which was amended and restated to increase the principal amount to $3,285,188, reflecting all advances that we received from IL Resources and all accrued interest thereon through September 1, 2006. The maturity date was extended to October 31, 2006. No other terms and conditions of the Amended and Restated Convertible Term Note were amended.

     On February 12, 2007, we issued a Third Amended and Restated Convertible Term Note to IL Resources in exchange for cancellation of the Second Amended and Restated Convertible Term Note, which was amended and restated to increase the principal amount to $3,367,338, reflecting all advances that we received from IL Resources through February 1, 2007. The maturity date was extended to February 1, 2008. No other terms and conditions of the Second Amended and Restated Convertible Term Note were amended. Accordingly, the principal balance of this amended and restated promissory note is now convertible into a total of 6,734,676 shares of our common stock at a conversion price of $0.50, subject to certain adjustments.

     On or about May 6, 2005, eight of our creditors agreed to exchange an aggregate of $3,268,162 in indebtedness owed to them for shares of our common stock at a price of $1.00 per share, for a total of 3,268,162 shares.

     In addition to the financing that we need to implement our business plan, we are in default on a loan in the original principal amount of $162,000 that Metropolitan, our subsidiary, received from a bank. The current principal balance of the loan at May 31, 2007 plus accrued interest was approximately $152,690. The original maturity date

16

of the loan was August 21, 2006. The loan is payable in monthly installments of $1,965, including accrued interest at a rate of 8% per annum, with a lump sum payment due at maturity of $99,858. The loan is collateralized by all assets of Metropolitan and a personal guarantee by Christopher Schwartz. The loan agreement includes a provision that states that any change of ownership of 25% or more of the common stock of Metropolitan without the prior written consent of the bank is an event of default. The share exchange transaction that occurred in October 2002 resulted in a change in ownership of all of the issued and outstanding common stock of Metropolitan. Upon default, the bank, at its option, may increase the interest rate four basis points, demand payment in full of the outstanding principal balance of the loan plus all accrued interest thereon, and may hold Metropolitan liable for all collection costs that it incurs. On May 10, 2004, the bank demanded payment in full of the outstanding principal balance of the loan plus all accrued interest on the loan in the approximate amount of $14,500 for the aggregate amount of approximately $147,100 by August 17, 2004. On March 27, 2007, we signed a Forbearance Agreement with the bank pursuant to which we paid them $10,000 of the outstanding loan balance and agreed to pay them $2,250 per month on the 15^th day of each calendar month through April 15, 2008 and the entire remaining unpaid principal balance of the loan plus accrued interest and attorneys’ fees on or before that date. In exchange for these agreements, the bank agreed to forbear from exercising its rights under the loan documents or taking further action to collect the amounts due. As we presently do not have sufficient cash on hand to repay this loan, if we fail to adhere to this payment schedule, we may be faced with the bank’s election to charge default interest at a rate of 12% per annum, charge collection costs and/or sell a sufficient amount of the assets of Metropolitan to raise the funds necessary to repay this loan. Any such action would have a material adverse effect on our operations. The total outstanding amount of this note is reflected as a current liability in our April 30, 2007 Consolidated Balance Sheet. We are presently in discussions with the bank regarding an extended payment plan.

     In addition, we have accounts payable and accrued expenses in the aggregate amount of approximately $1,957,681 that are presently past due.

     We also have other obligations that mature or may mature in the next twelve months.

     On April 11, 2003, Snipes cancelled a $400,000 promissory note, a $25,000 promissory note and $10,000 promissory note and issued an amended promissory note in the principal amount of $435,000 to third party lenders. The amended promissory note accrued interest at the rate of 35% per annum and was due to mature on October 31, 2003. However, on October 30, 2003 the promissory note was amended to extend the maturity date from October 31, 2003 until July 31, 2004. On June 2, 2004, the promissory note was further amended to extend the maturity date from July 31, 2004 until September 30, 2004. As of June 2, 2004, the outstanding principal and accrued interest on the promissory note was $654,906. For the period from June 2, 2004 until September 30, 2004, the interest rate on the promissory note was reduced from 35% to 20% and accrued on the balance of $654,906. In June 2004, we received short-term loans in the aggregate amount of $90,000 from a third party lender. These obligations were documented by promissory notes that accrued interest at the rate of 10% per annum. These promissory notes were scheduled to mature on July 1, 2005. On May 1, 2005, an outstanding balance of $1,041,524 related to these and other third party loans was repaid by the issuance of a promissory note in the amount of $510,000 and conversion of the remaining $531,524 into shares of our common stock at a conversion price of $1.00 per share. This promissory note accrues interest at the rate of 20 percent per annum. The original maturity date of this promissory note was May 9, 2006. We were not able to make the principal payment or payment of accrued interest due on this date. On June 13, 2006, the lenders agreed to extend the maturity date of this promissory note to October 31, 2006, at which time all principal and accrued interest shall be due, and to waive the application of the default interest rate with respect to this loan. On February 12, 2007, the lenders agreed to extend the maturity date of this promissory note to February 1, 2008, at which time all principal and accrued interest shall be due and to waive the application of the default interest rate with respect to this loan.

     As described above, repayment of the loan in the principal amount of $3,367,338 from IL Resources is due on February 1, 2008.

     We have received loans in the aggregate principal amount of $1,100,000 from Christopher Schwartz, our Chairman, Chief Executive Officer and principal stockholder. These obligations are documented by a demand note payable which accrues interest at the rate of 7% per annum. In addition, Mr. Schwartz, has extended short-term

17

loans to us and our operating subsidiaries for working capital purposes, of which $150,191 remained outstanding as of April 30, 2007.

     Accordingly, approximately $8,000,000 from the net proceeds of any additional financing will be used to satisfy our existing loans and obligations that have matured or will mature in the next twelve months.

     The nature of our business is such that significant cash outlays are required to produce and acquire films, television programs, music soundtracks and albums. However, net revenues from these projects are earned over an extended period of time after their completion or acquisition. Accordingly, we will require a significant amount of cash to fund our present operations and to continue to grow our business. As our operations grow, our financing requirements are expected to grow proportionately and we project the continued use of cash in operating activities for the foreseeable future. Therefore we are dependent on continued access to external sources of financing. Our current financing strategy is to sell our equity securities to raise a substantial amount of our working capital. We also plan to leverage investment in film and music productions through operating credit facilities, co-ventures and single-purpose production financing. We plan to obtain financing commitments, including, in some cases, foreign distribution commitments to cover, on average, at least 50% of the budgeted third-party costs of a project before commencing production. We plan to outsource required services and functions whenever possible. We plan to use independent contractors and producers, consultants and professionals to provide those services necessary to operate the corporate and business operations in an effort to avoid build up of overhead infrastructures, to maintain a flexible organization and financial structure for productions and ventures and to be responsive to business opportunities worldwide. Accordingly, once we raise at least $10,000,000 in additional financing, we believe that the net proceeds from that financing together with cash flow from operations, including our share of future film production under the Charles Street co-venture with Sony, will be available to meet known operational cash requirements. In addition, we believe that our improved liquidity position will enable us to qualify for new lines of credit on an as-needed basis.

     These matters raise substantial doubt about our ability to continue as a going concern. We will need to raise significant additional funding in order to satisfy our existing obligations and to fully implement our business plan. There can be no assurances that such funding will be available on terms acceptable to us or at all. If we are unable to generate sufficient funds, particularly at least $10,000,000, then we may be forced to cease or substantially curtail operations.

     We do not pay and do not intend to pay dividends on our common stock. We believe it to be in the best interest of our stockholders to invest all available cash in the expansion of our business. Accordingly, our stockholders may only receive income from the appreciation in our stock price, if any.

Item 3A(T). Controls and Procedures

     Evaluation of Disclosure Controls and Procedures

     As of April 30, 2007, we carried out an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) under the supervision and with the participation of our management, including Christopher Schwartz, our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, Mr. Schwartz concluded that our disclosure controls and procedures are effective.

     Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management to allow timely decisions regarding required disclosure.

18

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

     We know of no pending legal proceedings to which we or any of our subsidiaries are a party that are material or potentially material, either individually or in the aggregate. We are from time to time, during the normal course of our business operations, subject to various litigation claims and legal disputes. We do not believe that the ultimate disposition of any of these matters will have a material adverse effect on our consolidated financial position, results of operations or liquidity.

Item 3. Defaults Upon Senior Securities

     We are presently in technical default on a loan in the principal amount of $162,000 which Metropolitan, our subsidiary, received from a bank. The loan has a maturity date of August 2006. The loan is payable in monthly installments of $1,965, including accrued interest at a rate of 8% per annum, with a lump sum payment due at maturity of $99,858. The loan is collateralized by all assets of Metropolitan and a personal guarantee by Christopher Schwartz. The loan agreement includes a provision that states that any change of ownership of 25% or more of the common stock of Metropolitan is an event of default. The share exchange transaction in October 2002 resulted in a change in ownership of all of the issued and outstanding common stock of Metropolitan. Accordingly, Metropolitan was in technical default of this loan agreement from that date. Upon default, the bank, at its option, may increase the interest rate four basis points, demand payment in full of the outstanding principal balance of the loan plus all accrued interest thereon, and may hold Metropolitan liable for all collection costs that it incurs. As of May 31, 2007, the total outstanding balance of this loan, including accrued interest, was approximately $152,690. On March 27, 2007, we signed a Forbearance Agreement with the bank pursuant to which we paid them $10,000 of the outstanding loan balance and agreed to pay them $2,250 per month on the 15^th day of each calendar month through April 15, 2008 and the entire remaining unpaid principal balance of the loan plus accrued interest and attorneys’ fees on or before that date. In exchange for these agreements, the bank agreed to forbear from exercising its rights under the loan documents or taking further action to collect the amounts due. As we presently do not have sufficient cash on hand to repay this loan, if the bank elects to demand repayment, then we may be faced with the bank’s election to sell a sufficient amount of the assets of Metropolitan to raise the funds necessary to repay this loan. Any such action would have a material adverse effect on our operations. Since Metropolitan did not receive a waiver from the bank, the total outstanding amount of this note is reflected as a current liability on our April 30, 2007 Consolidated Balance Sheet.

Item 6. Exhibits

2.1	Share Exchange Agreement and Plan of Reorganization dated as of October 2, 2002 by and among US Patriot, Inc. and Christopher Schwartz (incorporated by reference to Exhibit 1.1 of Current Report on Form 8-K filed on October 18, 2002).
2.2	Agreement and Plan of Merger between US Patriot, Inc. and TriMedia Entertainment Group, Inc. (incorporated by reference to Exhibit 3.4 of Current Report on Form 8-K filed on December 2, 2002).
2.3	Articles of Merger as filed in the State of South Carolina (incorporated by reference to Exhibit 2.1 of Current Report on Form 8-K filed on December 2, 2002).
2.4	Certificate of Merger as filed in the State of Delaware (incorporated by reference to Exhibit 3.5 of Current Report on Form 8-K filed on December 2, 2002).
3.1	Certificate of Incorporation of TriMedia Entertainment Group, Inc. (incorporated by reference to Exhibit 3.1 of Current Report on Form 8-K filed on December 2, 2002).
3.2	Certificate of Amendment of Certificate of Incorporation Before Payment of Capital of TriMedia Entertainment Group, Inc. (incorporated by reference to Exhibit 3.2 of Current Report on Form 8-K filed on December 2, 2002).
3.3	By-laws of TriMedia Entertainment Group, Inc. (incorporated by reference to Exhibit 3.3 of Current Report on Form 8-K filed on December 2, 2002).

19

4.1	Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-KSB for the fiscal year ended October 31, 2002 filed on March 17, 2003).
4.2	Certificate of Designations of Series A Convertible Preferred Stock of US Patriot, Inc. (incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-KSB for the fiscal year ended October 31, 2002 filed on March 17, 2003).
4.3	Common Stock Purchase Warrant dated May 5, 2005 issued to IL Resources, LLC (incorporated by reference to Exhibit 4.1 to the current Report on Form 8-K filed on June 8, 2005).
10.1	Employment Agreement dated as of October 9, 2002 by and between US Patriot, Inc. and Christopher Schwartz (incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-KSB for the fiscal year ended October 31, 2002 filed on March 17, 2003).
10.2	Co-Venture Agreement between Sony Music, a Group of Sony Music Entertainment, Inc., Ruffnation Films, LLC and Christopher Schwartz dated as of September 20, 2002 (incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-KSB for the fiscal year ended October 31, 2002 filed on March 17, 2003).
10.3	Stock Purchase Warrant to purchase 33,400 shares of common stock issued to Frank Eiffe dated November 14, 2002 (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-KSB for the fiscal year ended October 31, 2002 filed on March 17, 2003).
10.4	Stock Purchase Warrant to purchase 66,600 shares of common stock issued to Dr. Wolfgang Moelzer dated November 14, 2002 (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-KSB for the fiscal year ended October 31, 2002 filed on March 17, 2003).
10.5	Stock Purchase Warrant to purchase 50,000 shares of common stock issued to BKB Boston K Borg Management GmbH dated December 12, 2002 (incorporated by reference to Exhibit 10.17 to the Annual Report on Form 10-KSB for the fiscal year ended October 31, 2002 filed on March 17, 2003).
10.6	7% Demand Promissory Note in the principal amount of $1,100,000 by Ruffnation Films LLC issued to Christopher Schwartz dated May 1, 2002 (incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-KSB for the fiscal year ended October 31, 2002 filed on March 17, 2003).
10.7	Security Agreement issued by Ruffnation Films LLC, Snipes Productions LLC and Metropolitan Recording Inc. to Christopher Schwartz dated May 1, 2002 (incorporated by reference to Exhibit 10.19 to the Annual Report on Form 10-KSB for the fiscal year ended October 31, 2002 filed on March 17, 2003).
10.8	8% Promissory Note in the principal amount of $162,000 by Metropolitan Recording Inc. issued to Founders Bank dated August 21, 2001 (incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-KSB for the fiscal year ended October 31, 2002 filed on March 17, 2003).
10.9	Security Agreement issued by Metropolitan Recording Inc. to Founders Bank dated August 21, 2001 (incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-KSB for the fiscal year ended October 31, 2002 filed on March 17, 2003).
10.10	Loan Agreement between Metropolitan Recording, Inc. and Founders Bank dated August 21, 2001 (incorporated by reference to Exhibit 10.22 to the Annual Report on Form 10-KSB for the fiscal year ended October 31, 2002 filed on March 17, 2003).
10.11	Warrants to purchase 10,000 shares of common stock issued to Trident Growth Fund, L.P. dated March 27, 2003 (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-QSB filed on June 18, 2003).
10.12	Warrants to purchase 100,000 shares of common stock issued to Trident Growth Fund, L.P. dated June 13, 2003 (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-QSB filed on September 17, 2003).
10.13	12% Demand Promissory Note in the principal amount of $67,102 issued to 1025 Investments, Inc. dated June 19, 2003 (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-QSB filed on September 17, 2003).
10.14	Warrants to purchase 25,000 shares of common stock issued to Daryl Strickling dated July 2, 2003

20

	(incorporated by reference to Exhibit 10.5 of the Quarterly Report on Form 10-QSB filed on September 17, 2003).
10.15	12% Demand Promissory Note in the principal amount of $17,000 issued to 1025 Investments, Inc. dated July 25, 2003 (incorporated by reference to Exhibit 10.6 of the Quarterly Report on Form 10-QSB filed on September 17, 2003).
10.16	Distribution Agreement between New Line Television, Inc. and Ruffnation Films LLC dated November 26, 2002 (incorporated by reference to Exhibit 10.7 of the Quarterly Report on Form 10-QSB filed on September 17, 2003).
10.17	Amendment to Co-Venture Agreement between Sony Music, a Group of Sony Music Entertainment, Inc., Ruffnation Films, LLC and Christopher Schwartz dated as of October 2, 2003 (incorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-KSB for the fiscal year ended October 31, 2003 filed on February 13, 2004).
10.18	35% Secured Promissory Note in the principal amount of $435,000 issued by Snipes Productions, LLC to SPH Investments, Inc., Capital Growth Trust, HMA Investment Profit Sharing Plan and Continental Southern Resources, Inc. dated June 27, 2002 as amended through April 11, 2003 and October 30, 2003 (incorporated by reference to Exhibit 10.31 to the Annual Report on Form 10-KSB for the fiscal year ended October 31, 2003 filed on February 13, 2004).
10.19	Warrants to purchase 10,000 shares of common stock issued to Trident Growth Fund, L.P. dated September 11, 2003 (incorporated by reference to Exhibit 10.32 to the Annual Report on Form 10-KSB for the fiscal year ended October 31, 2003 filed on February 13, 2004).
10.20	Stock Purchase Warrant to purchase 2,500 shares of common stock issued to Middle Fork Investments Ltd. dated April 5, 2004 (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-QSB filed on June 15, 2004).
10.21	Stock Purchase Warrant to purchase 121,875 shares of common stock issued to Middle Fork Investments Ltd. dated April 5, 2004 (incorporated by reference to Exhibit 10.3 of the Quarterly Report on Form 10-QSB filed on June 15, 2004).
10.22	Agreement dated as of August 12, 2004 by and between Gerry Anderson Productions PLC and TriMedia Entertainment Group, Inc. (incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K filed on September 10, 2004).
10.23	Stock Purchase Warrant to purchase 50,000 shares of common stock issued to Larry Feinstein dated June 1, 2004 (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-QSB filed on September 14, 2004).
10.24	10% Demand Promissory Note in the principal amount of $50,000 issued to 1025 Investments, Inc. dated June 1, 2004 (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-QSB filed on September 14, 2004).
10.25	10% Demand Promissory Note in the principal amount of $40,000 issued to 1025 Investments, Inc. dated June 14, 2004 (incorporated by reference to Exhibit 10.3 of the Quarterly Report on Form 10-QSB filed on September 14, 2004).
10.26	Stock Purchase Warrant to purchase 62,500 shares of common stock issued to K. David Stevenson dated June 25, 2004 (incorporated by reference to Exhibit 10.4 of the Quarterly Report on Form 10-QSB filed on September 14, 2004).
10.27	10% Demand Promissory Note in the principal amount of $50,000 issued to K. David Stevenson dated June 25, 2004 (incorporated by reference to Exhibit 10.5 of the Quarterly Report on Form 10-QSB filed on September 14, 2004).
10.28	Stock Purchase Warrant to purchase 62,500 shares of common stock issued to K. David Stevenson dated August 13, 2004 (incorporated by reference to Exhibit 10.6 of the Quarterly Report on Form 10-QSB filed on September 14, 2004).
10.29	10% Demand Promissory Note in the principal amount of $50,000 issued to K. David Stevenson dated August 13, 2004 (incorporated by reference to Exhibit 10.7 of the Quarterly Report on Form 10-QSB filed on September 14, 2004).
10.30	Loan Agreement Between Fairbairn Private Bank Limited and TM Film Distribution, Inc.

21

	(incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K filed on January 5, 2005).
10.31	Lease Agreement by and between Delpar L.P. and TriMedia Entertainment Group, Inc. (incorporated by reference to Exhibit 10.36 to the Annual Report on Form 10-KSB for the fiscal year ended October 31, 2004 filed on January 31, 2005).
10.32	Sale and Purchase Agreement between TriMedia Film Group, Inc. and Keydata Media and Marketing I, LLP dated as of October 2004 (incorporated by reference to Exhibit 10.37 to the Annual Report on Form 10-KSB for the fiscal year ended October 31, 2004 filed on January 31, 2005).
10.33	Distribution Agreement between Keydata Media and Marketing I, LLP and TM Film Distribution, Inc. dated as of October 2004 (incorporated by reference to Exhibit 10.38 to the Annual Report on Form 10-KSB for the fiscal year ended October 31, 2004 filed on January 31, 2005).
10.34	Secured Convertible Term Note dated May 5, 2005 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on June 8, 2005).
10.35	Securities Purchase Agreement dated May 5, 2005 by and between TriMedia Entertainment Group, Inc. and IL Resources, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 8, 2005).
10.36	Securities Pledge Agreement dated May 5, 2005 by and between TriMedia Entertainment Group, Inc. and IL Resources, LLC (incorporated by reference to Exhibit 10.3 to the Current Report on From 8-K filed on June 8, 2005).
10.37	Security Agreement dated May 5, 2005 by and between TriMedia Entertainment Group, Inc. and IL Resources, LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on June 8, 2005).
10.38	Subsidiary Guaranty dated May 5, 2005 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on June 8, 2005).
10.39	Amended and Restated Convertible Term Note dated as of June 13, 2006 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 16, 2006).
10.40	Second Amended and Restated Convertible Term Note dated as of September 13, 2006 (incorporated by reference to Exhibit 10.43 to the Quarterly Report on Form 10-QSB filed on September 14, 2006).
10.41	Letter Agreement dated August 15, 2006 by and between TriMedia Entertainment Group, Inc. and Philip F. and Sandra Bogatin Charitable Remainder Unitrust (incorporated by reference to Exhibit 10.44 to the Annual Report on Form 10-KSB filed on February 13, 2007).
10.42	Third Amended and Restated Convertible Term Note dated as of February 12, 2007 (incorporated by reference to Exhibit 10.45 to the Annual Report on Form 10-KSB filed on February 13, 2007).
10.43	Letter Agreement by and among TriMedia Entertainment Group, Inc., Snipes Productions, LLC, Capital Growth Investment Trust, SPH Investments, Inc., HMA Investments, Inc. Profit Sharing Plan, 1025 Investments, Inc. and CSOR Preferred Liquidation, LLC dated February 12, 2007 (incorporated by reference to Exhibit 10.46 to the Annual Report on Form 10-KSB filed on February 13, 2007).
31.1	Certification dated June 14, 2007 pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Christopher Schwartz, Chief Executive Officer and Chief Financial Officer.
32.1	Certification dated June 14, 2007 pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 made by Christopher Schwartz, Chief Executive Officer and Chief Financial Officer.

22

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TRIMEDIA ENTERTAINMENT GROUP, INC.
Date: June 14, 2007	/s/ Christopher Schwartz
	Christopher Schwartz
	Chief Executive Officer and Chief Financial Officer (principal financial officer and principal accounting officer)

EX-31.1

Exhibit 31.1

Certification of Principal Executive Officer required by SEC Rule 13a-14(a)
(17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a))

     I, Christopher Schwartz, certify that:

     1. I have reviewed this quarterly report on Form 10-QSB of TriMedia Entertainment Group, Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

     3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

     4. The small business issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and have:

          a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

          b) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

          c) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

     5. The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

          a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

          b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

June 14, 2007	By:	/s/ Christopher Schwartz
		Christopher Schwartz
		Chief Executive Officer and Chief Financial Officer

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with Quarterly Report on Form 10-QSB for the period ending April 30, 2007 as filed with the Securities and Exchange Commission by TriMedia Entertainment Group, Inc. (the “Company”) on the date hereof (the “Report”), Christopher Schwartz, Chief Executive Officer and Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

June 14, 2007	/s/ Christopher Schwartz
	Christopher Schwartz
	Chief Executive Officer and Chief Financial Officer

     This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

     A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.