Trimedia Entertainment Group Inc – ‘SC 14F1’ on 10/19/07 re: Trimedia Entertainment Group Inc

On:  Friday, 10/19/07, at 4:56pm ET   ·   Accession #:  909012-7-1326   ·   File #:  5-83207

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Statement re: Change in Majority of Directors   —   Rule 14f-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14F1     Statement re: Change in Majority of Directors         10     34K 

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U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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SCHEDULE 14F-1

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INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE SECURITIES EXCHANGE ACT
OF 1934 AND RULE 14F-1 THEREUNDER 

 COMMISSION FILE NO. 000-49865

TRIMEDIA ENTERTAINMENT GROUP, INC.
(Exact name of Registrant as specified in its Charter)

--------------------------------------------------------------------------------
 DELAWARE                                       14-1854107
---------                                               
(State or Other Jurisdiction of                   (I.R.S. Employer I.D. No.)  
incorporation or organization)                                                
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333 E. LANCASTER AVENUE, SUITE 411
 WYNNEWOOD, PENNSYLVANIA 19096
(Address of Principal Executive Offices)

(215) 426-5536
(Registrant's telephone number, including area code)

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TRIMEDIA ENTERTAINMENT GROUP, INC.
333 E. LANCASTER AVENUE, SUITE 411
 WYNNEWOOD, PENNSYLVANIA 19096

 INFORMATION STATEMENT PURSUANT TO SECTION 14(F)
OF THE SECURITIES EXCHANGE ACT OF 1934
 AND RULE 14F-1 THEREUNDER

 -------------------------------------------------------------------------------

THIS INFORMATION STATEMENT IS BEING PROVIDED FOR INFORMATIONAL PURPOSES ONLY. NO
VOTE OR OTHER ACTION OF THE STOCKHOLDERS OF TRIMEDIA ENTERTAINMENT GROUP, INC IS
REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT. NO PROXIES ARE BEING    
SOLICITED AND YOU ARE REQUESTED NOT TO SEND A PROXY TO TRIMEDIA ENTERTAINMENT   
GROUP, INC.                                                                     
--------------------------------------------------------------------------------

This Information Statement is being furnished to stockholders of record as of   
October 1, 2007 of the outstanding shares of common stock, $0.001 par value per 
share (the "Common Stock"), of TriMedia Entertainment GROUP, Inc., a Delaware   
corporation pursuant to Section 14(f) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and Rule 14f-1 promulgated thereunder, in          
connection with the election of persons designated by VGB Media, Inc. ("VGB") to
all of the members of the Board of Directors of the Company (the "Board"). You  
are urged to read this Information Statement carefully. You are not, however,   
required to take any action.                                                    

References throughout this Information Statement to "TriMedia", the " Company", 
"we," "us.", and "our" are to TriMedia Entertainment Group, Inc.                

INTRODUCTION                                                                    

On October 1, 2007 the Company entered into an Agreement and Plan of Merger (the
" Merger Agreement") by and among the Company, TriMedia Acquisition Corp., a    
wholly owned subsidiary of the Company ("Merger Subsidiary") and VGB. The Merger
Agreement provides for the merger ("Merger") of Merger Subsidiary into VGB with 
VGB as the surviving corporation. In connection with the Merger, Merger         
Subsidiary will be merged into VGB and the shareholder of VGB will receive10,000
shares of our newly authorized Series A Convertible Preferred Stock ("Preferred 
Shares"). Each share is convertible into 6,418 shares of our Common Stock a     
total of 64,180,000 shares of our Common Stock or approximately 40 % of our     
shares on the effective date of the Merger on a fully diluted basis as defined  
in the Merger Agreement (assuming conversion of the Preferred Shares on such    
date). The Preferred Shares will have voting rights equivalent to the Common    
Stock into which these shares are convertible. VGB is a newly formed company    
with substantially no assets or liabilities. It has entered into a music        
distribution agreement and intends to engage in the production, distribution and

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marketing of entertainment related content after the Merger. The Merger         
Agreement provides, as a condition of the closing, that Christopher Schwartz,   
the present sole director of our board of directors, resign and the nominees of 
VGB be elected as our directors. Messrs Jason Meyers and Salvatore Farina are   
the initial nominees of VGB. All of our current officers will also resign upon  
the closing of the Merger.                                                      

As a further condition of the closing of the Merger, we must complete a         
restructuring pursuant to the terms of a Restructuring Agreement (the           
"Restructuring Agreement"). The Restructuring Agreement provides that (i)       
certain creditors of the Company will convert their indebtedness into 46,000,000
shares Common Stock of the Company; (ii) all the assets of Company will be      
contributed to a newly formed Delaware corporation ("Newco") in which ((A) the  
Company will have a 19% economic interest owned through a class of non-voting   
common stock with an option to acquire additional interests and (B) the         
aforesaid creditors will (I) initially have a 81% economic interest and the full
voting interest represented by a class of voting common stock and (II) a        
$4,800,000 preference represented by a newly designated series of preferred     
stock of Newco and(iii) all liabilities of Parent prior to the closing date or  
arising from the continuing business will be assumed by Newco.                  

Aside from our interest in Newco, after the Merger and closing of the           
restructuring our business will consist of the entertainment related business   
VGB intends to conduct. VGB is a start-up and plans to originate, acquire and   
exploit entertainment related content in the area of music, film, tv, video     
games and live event performance. It will distribute content through physical   
distribution channels as well as through digital methods utilizing the internet.
It has entered into one distribution agreement.                                 

TRIMEDIA STOCK OWNERSHIP

The following table sets forth, as of September 30, 2007, certain information   
with respect to beneficial ownership of our common stock as of such date by:    

    o    each person known to us to be the beneficial owner of more than 5% of
our common stock;                                           

o    each of our directors;                                           

o    each of our executive officers; and                              

o    all of our executive officers and directors as a group.          

Unless otherwise specified, we believe that all persons listed in the table     
possess sole voting and investment power with respect to all shares of our      
common stock beneficially owned by them                                         

                              Amount and
                             Nature of
                                                 Beneficial         Percent of
Name and Address                                 Ownership (1)          Class   
-----------------------------------------------------------------  -------------
Christopher Schwartz (2)                          22,292,001           42.63    
1080 N. Delaware Avenue, 8th  Floor                                           
Philadelphia, PA 19125                                                        

Richard Murray (3)                                   227,101            0.48    
1080 N. Delaware Avenue, 8th  Floor                                           
Philadelphia, PA 19125                                                        

All directors and executive                                                     
officers as a group (2) people)                   22,519,102           43.07    

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(1)   Beneficial ownership has been determined in accordance with Rule 13d-3    
 under the Securities Exchange Act of 1934. Unless otherwise noted, we
believe that all persons named in the table have sole voting and    
    investment power with respect to all shares of common stock beneficially
owned by them.                                                      

(2)   Chairman of the Board, Chief Executive Officer and Chief Financial        
 Officer. Includes 2,635,000 shares of common stock held in escrow for
  Christopher Schwartz by Erskine, Wolfson & Gibbon. 4,578,825 shares of
   common stock are issuable upon exercise of vested stock options held by
Mr. Schwartz.                                                       

(3)  President of Ruffnation Films LLC.                                         

As a result of the Merger and the restructuring, the Company will issue an      
additional 46,000,000 shares of its Common Stock and Preferred Shares           
convertible into 64,180,000 shares of Common Stock. The Preferred Shares will be
owned by the VGB shareholder and the additional shares of the Common Stock will 
be owned by Christopher Schwartz, 1025 Investments Inc. and IL Resources, Inc., 
who are or will become holders of greater than five percent of our Common Stock.

VOTING STOCK                                                                    

The Common Stock is the only class of voting stock of the Company outstanding,  
and the holders of the Common Stock are entitled to one vote per share. As of   
September 30, 2007 there were 47,712,012 shares of Common Stock issued and      
outstanding.                                                                    

BOARD OF DIRECTORS                                                              

The Board currently consists of one member. The Merger Agreement provides that, 
on the Closing Date VGB shall designate the directors as it shall determine, and
Christopher Schwartz, the sole director shall resign.                           

INFORMATION CONCERNING VGB NOMINEES TO THE BOARD                                

NAME                                                      AGE           
-----                                                      ---            

Jason Meyers                                                40            

Salvatore Farina                                            57            

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Purchaser has informed the Company that VGB will exercise its rights under the  
Merger Agreement to obtain representation on, and control of, the Board by      
requesting that the Company provide it with the maximum representation on the   
Board to which it is entitled under the Merger Agreement. The following table,  
prepared from information furnished to the Company by the Purchaser, sets forth,
with respect to each individual who may be designated by VGB as a designee, the 
name, age of the individual as of the date hereof, and such individual's present
principal occupation and employment history during the past five years. VGB has 
advised the Company that each of the persons who may be chosen by VGB to act as 
a director of the Company has consented to so act as a director of the Company. 

A brief description of the business experience during the past five years of    
each designee follows:                                                          

JASON MEYERS, Since 2005 Mr. Meyers has been a principal of Internet Capital    
Markets Corp. a FINRA registered investment banking and brokerage firm, based in
New York City. Mr. Meyers has extensive experience in re-capitalizing, funding  
and revitalizing distressed businesses and recruiting management teams. Mr.     
Meyers has over nineteen years of securities brokerage and investment and       
merchant banking experience and has led or participated in the origination and  
syndication of dozens of private placements and initial public offerings in a   
broad range of industries including entertainment, technology, healthcare, and  
financial services. Since September 2005 he has also been an officer and        
director of Turbodyne Technologies Inc, a publicly traded company registered    
under the Securities and Exchange Act. In 2003 a judgment was rendered in       
Washington State against Mr. Meyers and a brokerage firm employing Mr. Meyers   
which included breaches under that state's securities laws. The action was      
brought by a former customer of the brokerage firm which was not controlled by  
Mr. Meyers.                                                                     

SALVATORE FARINA. Salvatore Farina is an accountant and business manager in the 
entertainment industry. Prior to 1997, he represented the financial interests of
various show business personalities through his association with The David      
Feinstein Management Corp. In 1997, he left that firm and joined Nile Rodgers in
the management of Mr. Rodgers' operating companies. In addition to Mr. Farina   
serving as Chief Financial Officer of Nile Rodgers Productions, Inc., NRP, Inc.,
Sumthing Else Music Works, Inc. and The CHIC Organization, he also serves as Mr.
Rodgers' personal Business Manager. Mr. Farina holds degrees in Business        
Administration, Accounting and Management from SUNY and Dowling College, where  
he attended both undergraduate and graduate schools.                            

VGB has advised the Company that, except as indicated above, to the best of its 
knowledge, none of the VGB designees to the Board has, during the past five     
years, (a) been convicted in a criminal proceeding (excluding traffic violations
or misdemeanors), (b) been a party to any judicial or administrative proceeding 
that resulted in a judgment, decree or final order enjoining the person from    
future violations of, or prohibiting activities subject to, U.S. federal or     
state securities laws, or a finding of any violation of U.S. federal or state   
securities laws, (c) filed a petition under Federal bankruptcy laws or any state
insolvency laws or has had a receiver appointed to the person's property or (d) 
been subject to any judgment, decree or final order enjoining the person from   
engaging in any type of business practice. All of VGB's designees are citizens  
of the United States, and none is related to any other nominee or to any        
executive officer of the Company.                                               

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VGB has advised the Company that, to the best of its knowledge, none of its     
designees is currently a director of, or holds any position with, the Company.  
VGB has advised the Company that, to the best of its knowledge, none of its     
nominees or any of its affiliates (a) has a familial relationship with any      
directors or executive officers of the Company or (b) has been involved in any  
transactions with the Company or any of its directors, officers or affiliates   
that are required to be disclosed pursuant to the rules and regulations of the  
SEC, except as may be disclosed herein.                                         

It is expected that the closing of the Merger and election of VGB's designees   
will assume office as promptly as practicable subject to compliance with        
applicable regulatory requirements, including the preparation, filing and       
distribution of this Information Statement, and that, upon assuming office,     
VGB's designees will constitute the entire Board.                               

CURRENT DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names, ages and positions of our directors   
and executive officers and executive officers of our major operating            
subsidiaries as of September , 2007.                                            

NAME                              AGE         CURRENT POSITION(S) WITH COMPANY  
----                              ---         --------------------------------  
Christopher Schwartz              46          Chief Executive Officer,          
                                    Chief Financial Officer,
                                  Treasurer and Director

Richard Murray                    48          President of Ruffnation Films LLC 

All directors serve until their successors are duly elected and qualified.      
Vacancies in the Board of Directors are filled by majority vote of the remaining
directors. The executive officers are elected by, and serve at the discretion of
the Board of Directors.                                                         

A brief description of the business experience during the past five years of  
our director, our executive officers and our key employees is as follows:       

CHRISTOPHER SCHWARTZ, CHAIRMAN OF THE BOARD OF DIRECTORS AND CEO - Mr.
Schwartz was elected as a member of our Board of Directors and was appointed as 
our Chief Executive Officer in October 2002. Mr. Schwartz began in the music    
field as a performer and started his experience in the record industry as a     
promoter of musical talent for clients such as Priority and Island Records. He  
is credited as one of the first record industry executives to `crossover'       
hip-hop to mainstream pop with the artist Schooly D. In 1989, he and his        
partners formed Ruffhouse Records with a production and distribution deal with  
Columbia Records, a division of Sony. As CEO of Ruffhouse, he achieved          
international fame, with multimillion unit album sales, Billboard charting      
topping acts and success of groups such as Cyprus Hill, Kriss Kross and The     
Fugees. The Fugees are credited by the Recording Industry Association of America
with the biggest selling hip-hop album of all time by a group. He is also       
credited with discovering and producing the multi-Grammy award winning artist   
Lauryn Hill. In 1999, Ruffhouse was sold to Sony and Mr. Schwartz formed        
Ruffworld Entertainment Group. As Founder and CEO of Ruffworld Entertainment,   
Mr. Schwartz' vision of a multimedia entertainment company developing music and 
film with musical content was born. Through its recording division, Ruffworld   
Entertainment established a joint venture record label with Warner Brothers. Its
film division recently completed the DVD film, SNIPES , starring Nelly, a Grammy
award winning hip-hop artist with over 17 million album sales. Mr. Schwartz has 
developed, produced or discovered artists that have achieved over 100 million   
unit sales and approximately $1 billion in sales over his career to date. As a  
leader in the music industry, he has been recognized by Forbes, The Wall Street 
Journal, The New York Times, CNN, CNBC and industry publications such as        
Billboard, Vibe, Hits, Rolling Stone, The Hollywood Reporter and The Source.    

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RICHARD MURRAY, PRESIDENT OF RUFFNATION FILM LLC - Mr. Murray is      
responsible for overseeing our film operations. Recently Mr. Murray wrote,      
produced and directed his first feature film, SNIPES , which has been released  
through Ruffnation Films co-venture with Sony. He has over 15 years experience  
as a director, writer and producer of film related products and services. He has
directed and produced over 100 music videos for such star artists as Kriss      
Kross, Spin Doctors, The Fugees, Arrested Development, Monica, and Jeff Healy.  
With such a diverse list of credits, he is perhaps the only director who has had
a #1 video in four different genres of popular music. During his 15-year career 
as a music video director, he has earned a reputation for his ability to define 
the essence of whatever type of music and artist he has worked with. After      
graduating from Temple University with a B.A. in Communications in 1984, Mr.    
Murray began his professional career by directing some of the earliest rap      
videos for hip-hop legends Schooly D and Roxanne Shante.                        

There are no family relationships among any of our directors or executive       
officers.                                                                       

OTHER  BOARD MATTERS                                                            

Audit Committee                                                                 

As there is only one member of our board of directors, we have not designated an
audit committee of the board of directors and we do not have an audit committee 
financial expert.                                                               

Code of Ethics                                                                  

We have not adopted a code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer, controller  
or persons performing similar functions. As Christopher Schwartz is our largest 
stockholder, and is the sole member of our Board of Directors, President, Chief 
Executive Officer and Chief Financial Officer, we did not believe that a formal 
written Code of Ethics was necessary to regulate his conduct.                   

Section 16(A) Beneficial Ownership Reporting Compliance                         

Section 16(a) of the Securities Exchange Act requires our directors, executive  
officers and persons who are the beneficial owners of more than ten percent of  
our common stock (collectively, the "Reporting Persons") to file reports of     
ownership and changes in ownership with the Securities and Exchange Commission  
and to furnish us with copies of these reports. Based on our reviews of Forms 3 
and 4 filed with the Securities and Exchange Commission, we do not believe that 
any of the Reporting Persons had delinquent filings pursuant to Section 16(a) of
the Securities Exchange Act.                                                    

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COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth compensation paid or accrued during the fiscal 
year ended October 31, 2006 ("Fiscal 2006") and the fiscal year ended October   
31, 2005 ("Fiscal 2005") to our Chief Executive Officer and the most highly     
compensated executive officers whose total annual salary and bonus exceeded     
$100,000 during such fiscal years. None of these individuals will be engaged by 
the Company after the Merger.                                                   

Name and Principal Position                     Year          Salary     Total  
                     Ended
--------------------------------------------------------------------------------

Christopher Schwartz (1)                  October 31, 2006   $130,000   $130,000

Chief Executive Officer,                  October 31, 2005                      
President, Treasurer                                          176,899    176,899

    Richard Murray (2)                    October 31, 2006    123,500    123,500

 President of Ruffnation Films LLC        October 31, 2005    163,913    163,913

OPTION AND OTHER INFORMATION

We did not grant any stock options during Fiscal 2006. No options were        
exercised by any of our executive officers in Fiscal 2006.                      

The following table sets forth information concerning unexercised options; stock
that has not vested; and equity incentive plan awards for each named executive  
officer outstanding:                                                            

Name            Number of      Number of          Option          Option        
            Securities     Securities         Exercise        Expiration
      Underlying     Underlying         Price           Date
Unexercised    Unexercised        ($) (3)       
Options        Optons                           
Exercisable    Unexercisable                    
(1)          (1) (2)                      
--------------------------------------------------------------------------------
Christopher     1,098,075                           $0.03      October 9,2016   
Schwartz                                                                        
Christopher       998,250                           $0.13      October 9,2015   
Schwartz                                                                        
Christopher       907,500                           $0.75      October 9,2014   
Schwartz                                                                        
Christopher       825,000                           $1.09      October 9,2013   
Schwartz                                                                        
Christopher       750,000                           $1.50      October 9,2012   
Schwartz                                                                        

Christopher     1,207,882                           $0.50      October 9,2017   
Schwartz                                                                        

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(1)     All these options were granted as part of Mr. Schwartz's Employment     
Agreement                                                       

(2)     Mr. Schwartz's Employment Agreement is to be terminated. Upon the       
   closing of the Merger, all options vested and the exercise price of
    newly vested options and options with an exercise price of less than
fifty cents fixed at or increased to fifty cents.               

LONG TERM INCENTIVE PLANS                                                       
We currently do not have any long-term incentive plans.                         

COMPENSATION OF DIRECTORS                                                       
Our directors are not compensated for any services provided as a director.      

EMPLOYMENT AGREEMENT On October 9, 2002, we entered into a five-year Employment 
Agreement with Christopher Schwartz. Pursuant to the terms of the Employment    
Agreement, Christopher Schwartz is our Chief Executive Officer and shall be a   
member of our Board of Directors. Pursuant to the Employment Agreement, Mr.     
Schwartz is entitled to receive an initial annual base salary of $300,000 and is
eligible to receive bonus compensation at the discretion of the Board of        
Directors if certain milestones are met. Mr. Schwartz has agreed to reduce his  
annual salary to $130,000 per year. Pursuant to the Employment Agreement, Mr.   
Schwartz is entitled to receive fringe benefits including paid vacation, medical
insurance, participation in pension, profit sharing and stock plans,            
reimbursement for expenses and life insurance. Mr. Schwartz also received       
options to purchase 5,786,707 shares of our common stock. If we terminate the   
employment of Mr. Schwartz without cause, due to a long-term disability, or as a
result of his death or if Mr. Schwartz terminates his employment for good       
reason, as such terms are defined in the employment agreement, then his right to
exercise his stock options shall be accelerated and all unvested options shall  
immediately vest. In addition, if we experience a merger, acquisition, sale of  
our assets or similar transaction in which we are not the surviving corporation,
then all unvested options will immediately vest unless such options are assumed 
by the surviving corporation.The Company will have no further obligation under  
Agreement other than with respect to the exercise of the Options all of which   
are to vest and the exercise price of newly vested options and options with an  
exercise price of less than fifty cents fixed at or increased to fifty cents.   

REPRICING OF OPTIONS                                                            

We have not adjusted or amended the exercise price of any stock options in      
Fiscal 2006.                                                                    

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 TRANSACTIONS WITH PROMOTERS AND CONTROL PERSONS

We have received loans in the aggregate principal amount of $1,199,040 from   
Christopher Schwartz, our Chief Executive Officer, sole director and principal  
stockholder. These obligations are documented by a demand note payable which    
accrues interest at the rate of 7% per annum. In Fiscal 2005, $99,040 of these  
loans was converted into shares of our common stock at a conversion price of    
$1.00 per share. During Fisc                                                    

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Dates Referenced Herein   and   Documents Incorporated by Reference

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Filed on:		10/19/07
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		9/30/07		3		4
		10/31/06		8					10KSB,  NT 10-K
		10/31/05		8					10KSB
		10/9/02		9
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