UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A
                         AMENDMENT NO. 2 TO FORM 10-QSB


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


For the quarter ended March 31, 2000              Commission File Number 0-28555


                        DEERBROOK PUBLISHING GROUP, INC.


               NEVADA                                       86-0960464
   -------------------------------                    ----------------------
   (State or Other Jurisdiction of                       (I.R.S. Employer
   Incorporation or Organization)                     Identification Number)


12919 S.W. Freeway, Suite 170, Safford, Texas                 77477
---------------------------------------------               ---------
  (Address of Principal Executive Offices)                  (Zip Code)


                                  281-494-4734
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or, for such period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.  Yes [X]   No [ ]


 As of March 31, 2000, there were 9,690,548 shares of common stock outstanding.
<PAGE>
                   DEERBROOK PUBLISHING GROUP AND SUBSIDIARIES
                             Index to Form 10-QSB/A
                      For the Quarter Ended March 31, 2000


PART I.   FINANCIAL INFORMATION                                         PAGE NO.
                                                                        --------
Item 1.   Financial Statements

          Consolidated Balance Sheets
          March 31, 2000 (Unaudited) and September 30, 1999...............  3

          Consolidated Statements of Operations (Unaudited)
          for the Three and Six Months ended March 31, 2000 and 1999......  4

          Consolidated Statements of Cash Flows (Unaudited)
          for the Three and Six Months ended March 31, 2000 and 1999......  5

          Notes to Financial Statements...................................  6

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations...................  7

PART II.  OTHER INFORMATION...............................................  8

          Signatures...................................................... 10


                                       2
<PAGE>
PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                DEERBROOK PUBLISHING GROUP, INC. AND SUBSIDIARIES
                                 BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                         (UNAUDITED)
                                                                           MARCH 31,        SEPTEMBER 30,
                                                                             2000               1999
                                                                         -----------        -----------
<S>                                                                    <C>            <C>
CURRENT ASSETS:
 Cash and cash equivalents ..........................................    $    75,565        $    36,066
 Accounts receivable - trade, net ...................................             --             20,000
 Prepaid expenses and other current assets ..........................         94,406            143,800
                                                                         -----------        -----------
      TOTAL CURRENT ASSETS ..........................................        169,971            199,866

Property and equipment, net .........................................        107,721            118,918
Goodwill ............................................................        136,176            458,318
Net assets of discontinued operations ...............................         44,880             58,267
Inventory ...........................................................        149,239            160,239
                                                                         -----------        -----------

TOTAL ASSETS ........................................................    $   607,987        $   995,608
                                                                         ===========        ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
 Notes payable to related parties ...................................    $    30,000        $    30,000
 Obligation under capital lease - current portion ...................        154,820             17,143
 Accounts payable ...................................................        449,229            243,504
 Accrued payroll ....................................................        356,626            227,399
 Other liabilities ..................................................        110,850             53,465
                                                                         -----------        -----------
      TOTAL CURRENT LIABILITIES .....................................      1,101,525            571,511

Obligation under capital lease - long-term portion ..................             --             95,507
                                                                         -----------        -----------

TOTAL LIABILITIES ...................................................      1,101,525            667,018
                                                                         -----------        -----------

COMMITMENTS: ........................................................             --                 --

STOCKHOLDERS' EQUITY (DEFICIT):
 Preferred stock; $.001 par value (25,000,000 shares authorized).....             --                 --
 Common stock; $.001 par value (10,000,000 shares authorized)........          9,690              9,968
 Additional paid in capital .........................................      2,978,137          2,028,935
 Warrants ...........................................................        451,000                 --
 Accumulated deficit ................................................     (3,932,365)        (1,710,313)
                                                                         -----------        -----------

TOTAL STOCKHOLDERS' EQUITY (DEFICIT) ................................       (493,538)           328,590
                                                                         -----------        -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..........................    $   607,987        $   995,608
                                                                         ===========        ===========
</TABLE>

                                       3
<PAGE>
                DEERBROOK PUBLISHING GROUP, INC. AND SUBSIDIARIES
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                         (UNAUDITED)                  (UNAUDITED)
                                                     THREE MONTHS ENDED            SIX MONTHS ENDED
                                                          MARCH 31                      MARCH 31,
                                                 --------------------------    --------------------------
                                                     2000           1999           2000           1999
                                                 -----------    -----------    -----------    -----------
<S>                                              <C>            <C>            <C>            <C>
Revenues ...................................     $        --    $     2,070    $     1,123    $     7,875

Cost of Revenues ...........................              --            370          4,899          3,544
                                                 -----------    -----------    -----------    -----------

Gross Profit (Loss) ........................              --          1,700         (3,776)         4,331

General and Administrative Expenses ........        (796,729)        (7,208)    (1,525,199)       (14,455)

Acquisition Costs ..........................        (318,100)            --       (318,100)            --

Other Income ...............................              --             --             --             --

Interest Expense ...........................              --             --             --             --
                                                 -----------    -----------    -----------    -----------
Loss from Continuing Operations before
 Income Taxes...............................      (1,114,829)        (5,508)    (1,847,075)       (10,124)

Income Taxes ...............................              --             --             --             --
                                                 -----------    -----------    -----------    -----------

Loss from Continuing Operations ............      (1,114,829)        (5,508)    (1,847,075)       (10,124)
                                                 -----------    -----------    -----------    -----------

Loss from Discontinued Operations ..........          (3,515)            --       (374,977)            --
                                                 -----------    -----------    -----------    -----------

Net Loss ...................................      (1,118,344)        (5,508)    (2,222,052)       (10,124)

Accumulated deficit, beginning of period....      (2,814,021)      (291,903)    (1,710,313)      (287,287)
                                                 -----------    -----------    -----------    -----------

Accumulated deficit, end of period .........     $(3,932,365)   $  (297,411)   $(3,932,365)   $  (297,411)
                                                 ===========    ===========    ===========    ===========

Basic Loss Per Share:
 Loss from Continuing Operations............     $     (0.12)   $        --    $     (0.20)   $        --
 Loss from Discontinued Operations..........              --             --          (0.04)            --
                                                 -----------    -----------    -----------    -----------
Net Loss ...................................     $     (0.12)   $        --    $     (0.24)   $        --
                                                 ===========    ===========    ===========    ===========

Weighted Average Shares Outstanding ........       9,476,304      4,761,800      9,070,875      4,098,400
                                                 ===========    ===========    ===========    ===========
</TABLE>

                                       4
<PAGE>
                DEERBROOK PUBLISHING GROUP, INC. AND SUBSIDIARIES
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                       (UNAUDITED)                  (UNAUDITED)
                                                                   THREE MONTHS ENDED             SIX MONTHS ENDED
                                                                        MARCH 31                       MARCH 31,
                                                               --------------------------     --------------------------
                                                                  2000           1999            2000           1999
                                                               -----------    -----------     -----------    -----------
<S>                                                           <C>            <C>              <C>            <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income (Loss) .......................................    $(1,118,344)   $    (5,508)    $(2,222,052)   $   (10,124)
  Adjustments to reconcile net loss to net cash
   provided by operating activities:
   Depreciation and amortization ..........................         28,816             --          56,594             --
   Impairment of long-term asset ..........................             --             --         276,745             --
   Common stock issued for acquisition costs and
     services .............................................        498,924             --         848,924             --
   Change in net assets of discontinued operations ........          8,868             --          13,387             --
   Forfeit of deposit .....................................        318,100             --         318,100             --
  CHANGES IN ASSETS AND LIABILITIES:
   Accounts receivable ....................................             --             --              --             --
     - trade ..............................................            150             --          20,000            311
     - related entity .....................................             --         (6,500)             --             --
   Prepaid expenses and other current assets ..............           (606)            --          49,394             --
   Inventory ..............................................         11,603        (32,240)         11,000        (34,022)
   Deferred offering costs ................................        176,620             --              --             --
   Accounts payable .......................................        (23,174)            --         205,725             --
   Accrued payroll ........................................         84,348             --         129,227             --
   Other liabilities ......................................         53,050         45,046          57,384         45,046
                                                               -----------    -----------     -----------    -----------
       NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES....        (67,745)           798        (235,572)         1,211
                                                               -----------    -----------     -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Deposits .................................................             --             --        (318,100)            --

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from debt .......................................         42,171             --          42,171             --
 Proceeds from issuance of stock and warrants .............        101,000             --         551,000             --
                                                               -----------    -----------     -----------    -----------
       NET CASH PROVIDED BY FINANCING ACTIVITIES ..........        143,171             --         593,171             --
                                                               -----------    -----------     -----------    -----------

Net change in cash and cash equivalents ...................         75,426            798          39,499          1,211

Cash and cash equivalents at beginning of period ..........            139            413          36,066             --
                                                               -----------    -----------     -----------    -----------

Cash and cash equivalents at end of period ................    $    75,565    $     1,211     $    75,565    $     1,211
                                                               ===========    ===========     ===========    ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 Interest paid ............................................    $        --    $        --     $        --    $        --
                                                               ===========    ===========     ===========    ===========
 Taxes paid ...............................................    $        --    $        --     $        --    $        --
                                                               ===========    ===========     ===========    ===========

NONCASH INVESTING AND FINANCING ACTIVITIES:
 Common stock issued for acquisition costs and services....    $   405,824    $        --     $   848,924    $        --
                                                               ===========    ===========     ===========    ===========
</TABLE>

                                       5
<PAGE>
                DEERBROOK PUBLISHING GROUP, INC. AND SUBSIDIARIES
                        NOTES TO THE FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

BASIS OF PRESENTATION:

The unaudited financial statements include only the accounts and transactions of
Deerbrook   Publishing   Group,   Inc.  (the  "Company")  and  its  wholly-owned
subsidiaries.

INTERIM FINANCIAL STATEMENTS:

The unaudited interim financial  statements include all adjustments  (consisting
of  normal  recurring  accruals),  which,  in the  opinion  of  management,  are
necessary in order to make the financial  statements not  misleading.  Operating
results for the three and six months  ended  March 31, 2000 are not  necessarily
indicative  of the  results  that may be  expected  for the entire  year  ending
September 30, 2000. These financial  statements have been prepared in accordance
with the  instructions  to Form  10-QSB and do not contain  certain  information
required by generally accepted accounting principles. These statements should be
read in conjunction with the financial  statements and notes thereto included in
the Company's Form 10SB.

NOTE 2 - CAPITAL LEASE OBLIGATION:

During the  six-month  period ended March 31, 2000,  the Company  defaulted on a
capital lease obligation.  Therefore,  all lease payments have been reflected as
current as of March 31, 2000.

                                       6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

SALES REVENUE

Sales for the three-month period ended March 31, 2000 (the "reporting  quarter")
were $0, a decrease of $2,070 from the three month  period  ended March 31, 1999
(the "comparable  quarter").  Sales for the six months ended March 31, 2000 (the
"reporting  period") totaled $1,123, down $6,752 from the six month period ended
March 31, 1999 (the "comparable period").  These decreases were primarily due to
the closure of the Company's printing and publishing facilities and management's
focus on efforts to raise capital to finance the Internet operations.

OPERATING EXPENSES

The Company's general and  administrative  expenses increased from $7,208 in the
comparable quarter to $796,729 for the reporting quarter and from $14,455 in the
comparable period to $1,525,199 for the reporting period. The increases were due
primarily to website  development and  maintenance,  salaries,  and professional
fees.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2000, the Company's cash and cash  equivalents  totaled $75,565.
In addition,  the  Company's  net worth and working  capital  (deficit)  totaled
$(493,538) and $(931,554), respectively.

We currently do not have meaningful cash resources or cash flows from operations
to support our business.  The future success of our business  currently  depends
upon  our  ability  to  raise  additional  capital.  We  currently  are  seeking
additional  sources  of  financing,  which  may  include  one  or  more  private
placements of debt or equity  securities.  We can provide no assurance  that any
additional financing will be available on terms that are acceptable to us, if at
all. Our  inability to obtain such  financing  could result in our  inability to
continue as a going  concern.  If such  financing is not available in sufficient
amounts or on  satisfactory  terms, we also may be unable to expand our business
or to develop new customers at the rate  desired,  and the lack of capital could
have a material adverse effect on our business.

                                       7
<PAGE>
                          PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         Not applicable.

ITEM 2. CHANGES IN SECURITIES

         On January 3, 2000,  we issued  warrants to acquire  100,000  shares of
common stock to one person as compensation for services rendered to our company.
The warrants have an exercise  price of $1.25 per share and expire on January 1,
2005. We issued these shares pursuant to the exemption  provided by Section 4(2)
of the  Securities  Act as a  transaction  by an issuer not  involving  a public
offering.  We determined that this offering fit within the exemption provided by
Section  4(2)  based  upon the fact  that we  issued  the  warrants  to only one
individual  with whom we had a prior  relationship  as a result of that person's
services  to  our  company  and  we did  not  engage  in  any  form  of  general
solicitation or general  advertisement  in connection with the issuance of these
warrants.

         On January 4, 2000, we issued (a)  1,000,000  shares of common stock to
Mark L. Eaker  pursuant to his  employment  agreement and (b) 266,000  shares of
common stock to Mr. Eaker in  connection  with a letter of intent to acquire Mr.
Eaker's business.  We issued these shares pursuant to the exemption  provided by
Section 4(2) of the Securities Act as a transaction by an issuer not involving a
public  offering.  We  determined  that this  offering fit within the  exemption
provided by Section 4(2) based upon Mr. Eaker's relationship with our company as
Chairman of the Board,  President,  and Chief Executive  Officer,  and we placed
restrictive  legends on the certificates  representing the shares to ensure that
the shares would not be redistributed.

         On January 4, 2000, we issued  250,000 shares of common stock to Joseph
D.  Patterson  for his  services as a director of our  company.  We issued these
shares pursuant to the exemption  provided by Section 4(2) of the Securities Act
as a  transaction  by an issuer not involving a public  offering.  We determined
that this offering fit within the exemption  provided by Section 4(2) based upon
Mr.  Patterson's  relationship  with our  company as a  director,  and we placed
restrictive  legends on the certificates  representing the shares to ensure that
the shares would not be redistributed.

         On January 4, 2000, we issued 291,324 shares of our common stock valued
at $1.00 per share,  or an  aggregate  of $291,324,  to  Integrated  Information
Systems in payment for services rendered in developing and hosting our Web site.
We issued these shares pursuant to the exemption provided by Section 4(2) of the
Securities Act as a transaction by an issuer not involving a public offering. We
determined that this offering fit within the exemption  provided by Section 4(2)
based  upon the fact that we issued the  shares to only one  entity,  we have an
extensive  business  relationship  with  Integrated  Information  Systems as the
developer  and host of our Web site,  and we placed  restrictive  legends on the
certificates  representing  the shares to ensure  that the  shares  would not be
redistributed.

         On February 8, 2000,  we issued 60,000 shares of common stock valued at
$0.25 per share, or an aggregate of $15,000,  to one person as compensation  for
legal services  provided to our company.  We issued these shares pursuant to the
exemption  provided by Section 4(2) of the Securities Act as a transaction by an
issuer not involving a public  offering.  We  determined  that this offering fit
within the exemption provided by Section 4(2) based upon the fact that we issued
the shares to only one  individual  who had an extensive  relationship  with our
company as legal counsel since the time of inception,  and we placed restrictive
legends on the  certificates  representing  the shares to ensure that the shares
would not be redistributed.

         On February 16, 2000, we issued  options to acquire  200,000  shares of
common  stock to one person for a total  purchase  price of $1,000.  The options
have an exercise  price of $.50 per share and expire on February  16,  2002.  We
issued these options  pursuant to the exemption  provided by Section 4(2) of the
Securities Act as a transaction by an issuer not involving a public offering. We
determined that this offering fit within the exemption  provided by Section 4(2)
based upon the fact that the offering was made to only one individual  with whom
management of our company had a pre-existing relationship,  and the offering was
made without any general solicitation or general advertisement.

                                       8
<PAGE>
         On March  3,  2000,  we sold  200,000  shares  of  common  stock to one
accredited investor for a total purchase price of $100,000,  or $0.50 per share.
We sold these shares  pursuant to the exemption  provided by Section 4(2) of the
Securities Act as a transaction by an issuer not involving a public offering. We
concluded  that this offering fit within the exemption  provided by Section 4(2)
based upon the fact that the  offering was made to only one  individual  who had
previously  served as an officer of our  company,  the offering was made without
any general  solicitation or general  advertisement,  and we placed  restrictive
legends on the  certificates  representing  the shares to ensure that the shares
would not be redistributed.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable.

ITEM 5. OTHER INFORMATION

     Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) EXHIBITS

         Exhibit 27.1: Financial Data Schedule

     (b) REPORTS ON FORM 8-K

         Not applicable.

                                       9
<PAGE>
                                    SIGNATURE

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 authorized.



Date: September 15, 2000                DEERBROOK PUBLISHING GROUP, INC.



                                        By: /s/ Mark L. Eaker
                                            ------------------------------------
                                            Mark L. Eaker, President and
                                            Chief Executive Officer

                                       10