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


                                  FORM 10-QSB/A
                         AMENDMENT NO. 1 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 ...................................................          279,126           149,899
   Other liabilities .................................................          110,850            53,465
                                                                            -----------       -----------
       TOTAL CURRENT LIABILITIES .....................................        1,024,025           494,011

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

TOTAL LIABILITIES ....................................................        1,024,025           589,518
                                                                            -----------       -----------

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 ...............................................       (3,854,865)       (1,632,813)
                                                                            -----------       -----------

TOTAL STOCKHOLDERS' EQUITY (DEFICIT) .................................         (416,038)          406,090
                                                                            -----------       -----------

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...     (2,736,521)       (291,903)     (1,632,813)       (287,287)
                                               -----------     -----------     -----------     -----------

Accumulated deficit, end of period ........    $(3,854,865)    $  (297,411)    $(3,854,865)    $  (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 $(416,038) and $(854,054), 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 5, 2000                 DEERBROOK PUBLISHING GROUP, INC.


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

                                       10