Aspatuck Holdings Ltd – ‘SC 13D’ on 11/26/07 re: Trimedia Entertainment Group Inc

On:  Monday, 11/26/07, at 5:00pm ET   ·   Accession #:  909012-7-1470   ·   File #:  5-83207

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Trimedia Entertainment                                 6     27K 

Document Table of Contents

SC 13D
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SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON D.C. 20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

TriMedia Entertainment Group, Inc.
(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)

 89625S 10 6
(CUSIP Number)

 JASON M. MEYERS
ASPATUCK HOLDINGS LTD.
115 East 57th Street, 11th Floor
New York, NY 10022
 TEL. 917.546.6640
 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

 November 16, 2007
 (Date of Event Which Requires Filing of This Statement)

  If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing  
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the         
following box [ ]                                                               

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CUSIP NO. 89625S 10 6                                                           

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

1    NAME OF REPORTING PERSON                                               
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS              

Aspatuck Holdings Ltd.  directly as Reporting Person      
------ -------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) [ ]          
                                                 (b) [ ]
--------------------------------------------------------------------------------
3     SEC USE ONLY                                                          
--------------------------------------------------------------------------------
4     SOURCE OF FUNDS                                                       

--------------------------------------------------------------------------------
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO  
ITEMS 2(d) or 2(e)                                       [ ]    
------ -------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION      Delaware                    
--------------------------------------------------------------------------------
  NUMBER OF           7          SOLE VOTING POWER                   64,180,000*
   SHARES         -----------  -------------------------------------------------
BENEFICIALLY          8          SHARED VOTING POWER                          0 
  OWNED BY       -----------  --------------------------------------------------
    EACH              9          SOLE DISPOSITIVE POWER              64,180,000*
  REPORTING      -----------  --------------------------------------------------
PERSON WITH          10          SHARED DISPOSITIVE POWER                     0 
--------------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON          
                                                                     64,180,000*

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)                         
        EXCLUDES CERTAIN SHARES                                              [ ]
--------------------------------------------------------------------------------
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            40.6 %  
--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON                                              
CO                                                              
--------------------------------------------------------------------------------

 * Represents number of shares of Common Stock of the Issuer into which 10,000
shares of Series A Convertible Preferred Stock of the Issuer acquired by the    
Reporting person may be converted into as well as the number of votes these     
shares have voting with the Common Stock as a single class.                     

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CUSIP NO.   89625S 10 6                                                         

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

1     NAME OF REPORTING PERSON                                              
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS              

       Jason M. Meyers, indirectly as control person of Reporting Person
------ -------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) [ ]          
                                                 (b) [ ]
--------------------------------------------------------------------------------
3     SEC USE ONLY                                                          
--------------------------------------------------------------------------------
4     SOURCE OF FUNDS                                                       

--------------------------------------------------------------------------------
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO  
ITEMS 2(d) or 2(e)                                       [ x]   
------ -------------------------------------------------------------------------
 6     CITIZENSHIP OR PLACE OF ORGANIZATION                           New York
--------------------------------------------------------------------------------
  NUMBER OF           7          SOLE VOTING POWER                   64,180,000*
   SHARES         -----------  -------------------------------------------------
BENEFICIALLY          8         SHARED VOTING POWER                           0 
  OWNED BY       -----------  --------------------------------------------------
    EACH              9         SOLE DISPOSITIVE POWER               64,180,000*
  REPORTING      -----------  --------------------------------------------------
PERSON WITH          10          SHARED DISPOSITIVE POWER                     0 
--------------------------------------------------------------------------------
11    AGGREGATE AMOUNT                                                      
  BENEFICIALLY OWNED BY EACH REPORTING PERSON                        64,180,000*
--------------------------------------------------------------------------------

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)                         
       EXCLUDES CERTAIN SHARES                                             [ ]
--------------------------------------------------------------------------------
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            40.6 %  
--------------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON                                              
IN                                                              
--------------------------------------------------------------------------------

* Represents number of shares of Common Stock of the Issuer into which 10,000   
shares of Series A Convertible Preferred Stock of the Issuer acquired by the    
Reporting Person may be converted into as well as the number of votes these     
shares have voting with the Common Stock as a single class.                     

SC 13D
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SCHEDULE 13D        

ITEM 1. SECURITY AND ISSUER:                                                    

This statement relates to 64,180,000 shares (the "Shares") of common stock,     
$0.001 par value per share (the "Common Stock"), of TriMedia Entertainment      
Group, Inc., a Delaware corporation (the "Issuer" or the "Company"). AHL owns   
10,000 shares of Series A Convertible Preferred Stock of the Issuer ("Preferred 
Shares"). Each share is convertible into 6,418 shares of Common Stock or a total
of 64,180,000 shares of Issuer's Common Stock. Conversion is automatic when the 
Company has sufficient authorized shares of Common Stock. This represents 40.6 %
of such shares on acquisition. (assuming conversion of the Preferred Shares on  
such date). The Preferred Shares have voting rights equivalent to the Common    
Stock into which these shares are convertible.                                  

The principal executive offices of the Issuer are now located at 115 East 57th  
Street, 11th Floor New York, NY 10022                                           

ITEM 2.    IDENTITY AND BACKGROUND:                                             

This statement is being filed by Aspatuck Holdings Ltd., a Delaware corporation 
( the "Reporting Person" or "AHL") and by Jason M. Meyers ("Meyers") as control 
person of Reporting Person (beneficial owner of the securities). The Reporting  
Person is a private investment fund. The mailing and business address of the    
Reporting Person and Mr. Meyers is 115 East 57th Street, 11th Floor New York, NY
10022.                                                                          

The sole director and executive officer of AHL is Meyers. The principal         
occupation of Mr. Meyers is President of AHL.                                   

Neither AHL or Meyers have not been convicted, during the last five years, in a 
criminal proceeding (excluding traffic violations or similar misdemeanors). 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. Except for such proceeding and     
resulting judgment, neither AHL nor Meyers have been, during the last five      
years, a party to a civil proceeding of a judicial or administrative body of    
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting  
or mandating activities subject to, Federal or State securities laws or finding 
any violation with respect to such laws.                                        

Mr. Meyers is a citizen of the United States.                               

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:                      

No funds were used in conjunction with the acquisition of the shares. The       
consideration consisted solely of shares of a corporate party to a merger       
pursuant to an Agreement and Plan of Merger (the " Merger Agreement") by and    
among the Issuer TriMedia Acquisition Corp., a wholly owned subsidiary of the   
Issuer and VGB Media, Inc. (VGB") . VGB was wholly owned by AHL. As of November 
16, 2007 all the transactions under the Merger Agreement closed pursuant to     
which VGB became a wholly owned subsidiary of the Issuer and AHL received 10,000
Preferred Shares convertible into a total of 64,180,000 shares of Common Stock. 
VGB is a newly formed company with substantially no assets or liabilities.      

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ITEM 4.  PURPOSE OF TRANSACTION:                                                

As a condition of the closing of the Merger described above, Issuer completed a 
restructuring pursuant to the terms of which (i) certain creditors of the       
Company converted their indebtedness into 46,000,000 shares Common Stock; (ii)  
all the assets of Company were contributed to a newly formed Delaware           
corporation ("Newco") in which the Company has a 19% economic interest with an  
option to acquire additional interests and (iii) all liabilities of the Company 
prior to the closing date or arising from the continuing business have been     
assumed by Newco.                                                               

As a condition of the closing, Christopher Schwartz, the chief executive        
Officer and sole director of our board of directors, resigned his positions and 
the nominees of AHL were elected as our directors and officers. Messrs Jason    
Meyers and Salvatore Farina are the initial nominees of VGB.                    

After the Merger, AHL obtained de facto control of the Company by virtue of its 
share position and election of its nominees as directors and officers. Upon     
closing of the restructuring, the business of the Company will consist of the   
entertainment related business VGB intended 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.                                         

The Issuer also intends to amend Its Certificate of Incorporation to increase   
the authorize number of shares of Common Stock resulting in the automatic       
conversion of the Preferred Shares. It has received proxies from Christopher    
Schwartz and IL Resources to vote over 61,000,000 shares for this purpose (and  
no other purpose).                                                              

In connection the Merger, the Company will issue 7,500,000 additional shares of 
Common Stock to a finder.                                                       

Finally the Company intends to conduct a private placement of convertible notes 
and warrants.                                                                   

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER:                                  

AHL has sole voting power and sole dispositive power over the Shares and owns   
the Shares of record. Meyers through his control position of AHL, is indirect   
beneficial owner of 40.6% of the outstanding common stock of Issuer. As a result
AHL and Meyers may be deemed respectively to have direct and indirect sole      
voting and dispositive power over the Shares. Neither AHL or Meyers directly    
owns any shares of common stock of Issuer. Neither AHL nor Meyers has effected  
any transactions in the Common Stock during the past 60 days.                   

No person other than AHL (directly) and Meyers (indirectly) has any right to    
receive or the power to direct the receipt of dividends from, or the proceeds of
the sale of any of the Common Stock beneficially owned by AHL.                  

The number of outstanding shares of common stock of the Issuer is based on      
information provided to Funding by the Issuer in its Current Report Pursuant to 
Form 8-K Dated October 1, 2007 and its Current Report Pursuant to Form 8-K Dated
November 16, 2007.                                                              

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT   
TO SECURITIES OF THE ISSUER:                                    

Reference is made to the information set forth in Item 4 of this Schedule       
13D.Other than the agreements described there are no contracts, arrangements,   
understandings or relationships (legal or otherwise) among AHL or Meyers and    
Issuer or between such persons and any other person with respect to any         
securities of the Issuer, including, but not limited to transfer or voting of   
any such securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.                                                      

SC 13D
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:                                       
Reference is made to the following Exhibits                                     

                                                        [Enlarge/Download Table]


-------------------------- ---------------------------------------------------------------------
                                                                                                
         2.5               Agreement  and Plan of Merger  between  by and  among  the  Company, 
                           TriMedia Acquisition Corp. and VGB Media, Inc. *                     
-------------------------- ---------------------------------------------------------------------
         2.6               Certificate  of  Designations,  Preferences  and  Rights of Series A 
                           Convertible  Preferred Stock of TriMedia  Entertainment  Group, Inc. 
                           filed November 6, 2007.**                                            
-------------------------- ---------------------------------------------------------------------
                                *Filed  with  Company's  Current  Report  Pursuant to Form 8-K  
                                Dated October 1, 2007.                                          

                                ** Filed with Company's Current Report Pursuant                 
                                to Form 8-K Dated November 16, 2007.                            
-------------------------- ---------------------------------------------------------------------

 SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, eachof
us hereby certify that the information set forth in this statement is true,     
complete and correct.                                                           

Dated:                                                                          
November 26, 2007                                                               

                                                 Aspatuck Holdings, Ltd.

                                                 By: /s/ Jason M. Meyers
                                               ---------------------
                                                    Jason M. Meyers, President

                                             /s/ Jason M. Meyers
                                                   -------------------------
                                         Jason M. Meyers

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		11/26/07		6					3
		11/16/07		1		6			8-K
		11/6/07		6
		10/1/07		5		6			8-K
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