SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                   Form 10-KSB


[X]   ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 1996.

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 for the transition period from       to

                           Commission File No. 0-9311

                     DIGITAL TECHNOLOGIES MEDIA GROUP, INC.
           (Name of small business issuer as specified in its charter)

                 Delaware                                       87-0269260
     (State or other jurisdiction of                        (I.R.S. Employer
      incorporation or organization)                       Identification No.)

15840 Ventura Boulevard, Suite 310, Encino, California             91436
 (Address of principal executive offices)                        (Zip Code)

         Issuer's telephone number, including area code: (818) 386-2323

        Securities registered pursuant to Section 12(b) of the Act: None

          Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $.01 par value.

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Securities  Exchange Act during the  preceding 12 months (or
for such shorter  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 [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

Revenues for the fiscal year ended December 31, 1996 totaled $1,001,300.

As of December 31, 1996, the aggregate  market value of the voting stock held by
non-affiliates  of the registrant (based upon the average of the closing bid and
asked prices on such date) was approximately $-0-.

As of December 31, 1996,  the  registrant had  outstanding  6,035,627  shares of
Common Stock.


                         Exhibit index page number: 15
            Total sequentially numbered pages in this document: 24


<PAGE>



                                     PART I
ITEM 1.  BUSINESS

General

The Company is a licensor and  distributor  of  television  programs and feature
films produced by others,  principally for the television market (including free
and pay  television,  cable and satellite) and the home video market  (including
video  cassette and laser disc).  The  Company's  current  "library" of programs
includes  documentaries  and educational and special  interest  programming (the
"Properties").

The Company  expanded its activities to exploit the increasing  worldwide demand
for  television   programming  and  home  video  products   resulting  from  the
fractionalization  of the television viewing audience. A shift has occurred from
mass audiences  dominated by a few, free broadcast  networks to niche  audiences
served by  diverse  cable  television  services,  home  videocassette  and other
products.

In order to  capitalize  on this  evolution,  the  Company  implemented  a plan,
developed in 1996, to expand and diversify the Company's  business into areas of
domestic  and foreign  licensing by seeking to acquire a  significant  number of
newer  Properties  to its  Library  designed  to appeal to a specific  segmented
audience.  In this  regard,  it executed a  distribution  agreement  with Burrud
Productions, Inc., in April 1997. See "Burrud Agreement."

The Company was  incorporated  in the State of Delaware on January 23, 1992. The
Company is the  product of a  reorganization,  in July 1996,  of two  previously
unaffiliated companies, Miller & Benson International,  Ltd. ("M&B") and Digital
Technologies  Group, Inc. ("DTG").  In accordance with the  reorganization,  the
company's name was changed to Digital  Technologies Media Group, Inc. Unless the
context indicates otherwise,  the term "Company" refers to the operations of DTG
prior to and  following  the  reorganization  of DTG and M&B.  See  "Business  -
Reorganization."

Acquisition of Feature Films and Television Programming

The Company  continuously  monitors the industry for  available  Properties  and
attempts  to acquire  rights to  Properties  which it believes  are  saleable to
various markets. Before acquiring the rights to a specific Property, the Company
analyzes the viability of the Property for licensing or distribution in light of
its projected costs and revenues and attempts to target the Property's  audience
appeal.  In determining the desirability of acquiring rights to Properties,  the
Company  examines  their content,  quality,  theme,  participating  talent (e.g.
actors  and  directors),  plot,  format  and other  criteria  to  determine  the
Properties'  suitability for the commercial  broadcast,  cable,  satellite,  pay
television,   and  home  video  markets.  In  acquiring  finished   programming,
management  typically views a product in its entirety to evaluate its commercial
viability;  in weighing  commercial  viability,  the Company  will  consider the
degree to which it is entitled to edit the programming.



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<PAGE>

In order to obtain licensing or distribution  rights with respect to Properties,
the  Company  enters  into a  licensing  or  distribution  arrangement  with the
copyright  holder or another  distributor  (who has a license from the copyright
holder). The rights may be limited to specific media (e.g. broadcast television,
cable or home video) or to  particular  geographic  areas and,  in general,  are
exclusive rights to such media and/or geographic areas. The rights are generally
limited  to a  specified  period  of time,  ranging  from two to ten  years.  In
acquiring  rights,  the Company may pay a non-refundable  initial fee or advance
and/or commit to expend a certain  amount of funds on promotion.  In most cases,
the producer or distributor licensing the Property to the Company is entitled to
receive the  revenues  from the  Company's  distribution  activities,  after the
Company has been paid a specified distribution fee (which is a set percentage of
revenues) as well as recouped its advance and specific recoupable  marketing and
other expenses.

To enhance the Company's position in a dynamic marketplace,  given the financial
terms and available rights, the Company seeks to acquire  distribution rights in
as many media and territories with respect to Properties as is practicable. This
permits a single  Property  to be  marketed  by more  than one of the  Company's
divisions  and   subsidiaries   and  may  permit  the  Company  to  exploit  new
technological developments.

International Operations

The Company  exploits  rights to  Properties in the  international  marketplace;
marketing Properties to broadcasters and others in over 25 countries.  This area
of operations has been the Company's primary revenue source.

The  Company's  international  library  contains  documentaries  and  television
series. Many of the Company's recent acquisitions for international distribution
consists of  documentaries  and light  entertainment  programs from  independent
producers,  a number of which have aired on networks or cable operations such as
HBO Asia and Canal Plus in Europe.

Notable Properties  currently  distributed or scheduled to be distributed by the
Company in the international marketplace include the well received reality-based
series "UFO Diaries" and "Miracles and Other Wonders." "UFO Diaries" consists of
13  half-hour  episodes  based on  firsthand  UFO  encounters  around the world.
"Miracles  and Other  Wonders" is composed  of 13  one-hour  episodes  featuring
re-enactments  of  strange  and  unusual  phenomena  that  changed  the lives of
ordinary people. The Company  distributes  additional product that contains both
historical and cultural information on a wide variety of subject matter.




                                        2

<PAGE>



Marketing

In acquiring the rights to various film and television  Properties,  the Company
analyzes  the  viability  of the  Properties  for  distribution  to the  various
marketplaces in an effort to target the Properties'  audience appeal. After such
analysis, the Company markets the Properties to the various media in a selective
manner.  The Company and its key personnel have  established  contacts with many
broadcasters  and home video  companies  worldwide.  The Company  also  presents
certain of its  Properties to foreign and domestic  broadcasters  and home video
companies  who are in  attendance  at the  various  international  and  domestic
television  programming  conventions  such as NATPE,  MIP,  MIPCOM,  and the Los
Angeles Screenings.

In  connection  with  its  distribution  of  Properties  to  the   international
marketplace,  the Company licenses Properties for exhibition  primarily via pay,
basic cable and broadcast  television,  and also via home video publishers.  The
Company enters into license agreements with ultimate exhibitors, i.e. television
networks, television stations and cable and satellite systems operators, as well
as  sub-distributors.  The Company does not directly  distribute video cassettes
internationally,  rather,  it licenses  video  cassette  distribution  rights to
subdistributors.

The Company's license agreement with a customer typically grants the customer an
exclusive  license to either  exhibit or  distribute  a specific  program  for a
specified  term,  territory  and medium,  and, in the case of a license to a pay
television  channel or a broadcast or cable  television  operator,  the right to
exhibit the Property for a specified number of times.  Upon the execution of the
license  agreement,  the Company typically  delivers a copy of the master of the
film or television  program in a format appropriate to the customer's needs. The
Company believes that it has an excellent  reputation for offering its customers
high quality reformatted Properties from the Company's Library. In consideration
for the granting of the license to a specific  film or, in the case of a license
granted to a distributor or pay-perview television exhibitor, is a percentage of
revenues from the licensee's  distribution or exhibition of the Property and may
include an advance of the fee which is then recoupable from what otherwise would
have been payable to the Company.  In the case of a license granted  directly by
the Company to a broadcast  network or cable  television  operator,  the Company
usually  receives a set  license  fee that is not  dependent  upon the amount of
revenue achieved by the channel,  network or operator from the exhibition of the
licensed Property.

Most of the  concepts and  advertising  copy  regarding  art work for trade show
displays is created entirely by the Company,  which usually  commissions outside
parties to assist in the  generation  of the  artwork in terms of  printing  and
production.




                                        3

<PAGE>




Foreign Sales

Revenues  from  foreign  markets  were  $674,000  and $76,000 in the years ended
December  31,  1996 and 1995,  respectively.  The  Company is subject to various
risks  inherent in foreign  trade which could have a  significant  impact on the
Company's  ability to market its Properties  competitively.  These risks include
economic or political  instability and artificial  ceilings placed on the demand
for  the  Company's  Properties  in  foreign  markets  by  foreign  governments'
implementation of local content and quota  requirements  prohibiting or limiting
the quantity of foreign-made  feature films and television programs which may be
exhibited or broadcast in one or more foreign countries.

Burrud Agreement

On  April  7,  1997,  the  Company   entered  into  a   Distribution   Agreement
("Agreement") and Letter of Intent to Merge ("Merger") with Burrud  Productions,
Inc.  Under the terms of the  Agreement,  the Company will act as the  exclusive
distributor   for  almost  all  of  the  Burrud   properties  for  domestic  and
international television, non-theatrical and home-video markets. The term of the
Agreement is for one year plus one renewal year, provided gross sales of no less
than $500,000 are produced during year one. Advances of $320,000 must be paid by
the Company as follows:  $65,000 within 30 days, $65,000 within 60 days, $65,000
within 90 days,  $65,000  within 120 days,  and the balance of $60,000 as needed
for  reversion of selected  programs.  The Company will receive as  distribution
fees 20 percent  of gross for  domestic  sales and 35  percent of  international
gross sales.  There is no assurance that the Company will be able to provide the
advance  monies  necessary  on the  dates  required  in  order to  maintain  the
distribution  rights.  Furthermore,  there is no  assurance  that if the Company
performs on its advance  payment  obligations  that it can distribute the Burrud
properties on a profitable basis.

The Letter of Intent provides, among other things, for the acquisition of Burrud
for approximately  $7,200,000 payable as follows: a) $50,000 upon commencing the
acquisition  documentation  and due diligence,  b) $1,000,000  upon closing,  c)
$787,500 in a Convertible Promissory Note and $5,600,000 of the Company's Common
Stock.  The price per share of the Common  Stock shall be the average  price per
share during the period the stock is trading  prior to the  closing,  minus a 25
percent  discount.  If the  average  price  per share  deviates  by more than 50
percent,  either  up or down,  from a $2.00 per share  price,  either  party may
terminate the  acquisition.  Currently,  the Company's  stock is not trading nor
does the Company have the financial  ability to comply with any of the Letter of
Intent provisions.  There is no assurance that in the future the Company will be
able to meet any of the requirements of the Letter of Intent in order to acquire
Burrud.





                                        4

<PAGE>


AHN, Inc. Agreement

Effective  January 1, 1997, the Company entered into an agreement with AHN, Inc.
("AHN")  whereby the Company  acquired  all rights,  title and interest to AHN's
Great  Leaders,  Great  Nations  and Great  Events  Library.  In lieu of royalty
payments, the Company will issue to AHN 30,000 shares of its Common Stock valued
at  $60,000.  In the event  that the  average  price per share of the  Company's
Common Stock is less than $2.00 per share from the first trading day to the 15th
trading day on the  Over-the-Counter  Market,  the Company is obligated to issue
additional  shares  necessary  to fulfill  the  $60,000  value.  Currently,  the
company's Common Stock is not trading.  There is no assurance that the Company's
stock will begin  trading,  or if it does begin to trade,  that it will trade at
$2.00 per share.

Government and Other Regulation

United States  television  stations and networks as well as foreign  governments
may impose  restriction on the content of motion  pictures which may restrict in
whole or in part  exhibition on television or in a particular  territory.  There
can be no  assurance,  therefore,  that  current or future  restrictions  on the
content of the Company's films may not limit or affect the Company's  ability to
exhibit certain of such motion pictures in such media or markets.

Reorganization

Miller & Benson International,  Ltd. ("M&B") was issued an Order of Final Decree
by the United States  Bankruptcy  for the Central  District of California on May
12, 1993. M&B remained dormant until it entered into a Stock Exchange  Agreement
with Digital  Technologies  Group,  Inc. ("DTG") and its shareholders  (the "DTG
Agreement")  on June  28,  1996.  In  accordance  with  the DTG  Agreement,  M&B
exchanged  4,401,127  shares  of its  common  stock  for all of the  issued  and
outstanding  capital  stock of DTG. The  aggregate  of  4,401,127  shares of M&B
common stock issued to the DTG shareholders  represented  approximately 81.5% of
the M&B outstanding common stock at the Closing Date. In accordance with the DTG
Agreement, M&B changed its name to Digital Technologies Media Group, Inc.

Employees

Currently,  the Company and its subsidiary have five employees,  one of which is
part-time.

Competition

Success in entertainment  programming  distribution is largely  dependent upon a
company's  ability to acquire  distribution  rights to programming at attractive
prices  and  upon  the  subsequent   performance  of  this  programming  in  the
marketplace.  The  Company  faces  significant  competition  both  in  obtaining
distribution  rights and in selling  productions.  Competition for  distribution
rights is based primarily on the amount of royalty  advances which companies are
willing to offer to producers  and the  producer's  perception  of the Company's
marketing capabilities and its commitment to marketing the property. The Company
is in competition with major  entertainment  companies,  as well as smaller film
distribution companies, almost all of which have far greater financial resources


                                        5

<PAGE>


and distribution  capabilities than the Company.  There can be no assurance that
the Company will continue to acquire  properties and distribute  such properties
successfully in the future.


ITEM 2.  DESCRIPTION OF PROPERTY

The Company's  principal  executive offices,  consisting of approximately  1,421
square  feet,  are  located  at 15840  Ventura  Boulevard,  Suite  310,  Encino,
California  91436. The Company occupies these offices pursuant to a lease with a
term of one year,  commencing November 1, 1996, at a monthly rate of $2,560. The
Company believes that its office space is adequate for its current needs.


ITEM 3.  LEGAL PROCEEDINGS

On October 29, 1996, the Company entered into two Stipulations and Orders to pay
$6,843.24 to Kayla Block and $23,626.20 to Samuel  Epstein,  respectively.  Both
Stipulations  required  the  Company  to make six,  monthly  payments  beginning
November 6, 1996 and ending April 6, 1997. If there is a default in any payment,
the entire remaining balance becomes immediately due and payable,  with interest
at 10 percent per annum.  As of April 15,  1997,  no payments  have been made on
either Stipulation.

On August 1, 1996,  a judgment in the amount of $5,000 was  entered  against the
Company  in  favor  of  Stewart  Dell  pursuant  to a  default  of a  settlement
agreement. As of April 15, 1997, no payments have been made on the judgment.

On February  14,  1997,  the Company  entered  into a  Stipulation  for Entry of
Judgment in favor of a prior  landlord in the amount of $300,000  minus  amounts
received by the landlord,  if any, from re-letting of the subject premises.  The
Company  shall pay $5,000 on or before April 25, 1997,  and  commencing  May 15,
1997,  and on the 15th day of each month  thereafter,  to and including June 15,
1999, the sum of $2,000 per month. The total payments required is $57,000.

All of the above events are accrued on the Company's  financial  statements  for
the year ended December 31, 1996.



                                        6

<PAGE>



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

There were no matters submitted to shareholders during the fourth quarter of the
fiscal year ended December 31, 1996.


                                     PART II


ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
         SHAREHOLDER MATTERS

The  Company's  Common  Stock is not traded on any market and has not traded for
the past nine years.

(a)  Holders:
         The  approximate  number of  holders  of record of Common  Shares as of
         March 30, 1997, was 3,393.

(b)  Dividends:
         The Company has not paid cash  dividends  on its common stock since its
         inception.  At the present  time,  the  Company's  anticipated  working
         capital  requirements  are such that it  intends  to follow a policy of
         retaining  any  earnings  in order to finance  the  development  of its
         business.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
         OPERATION

The following discussion and analysis should be read together with the financial
statements and notes thereto included elsewhere herein.

General

The Company is the product of a  reorganization  of two previously  unaffiliated
companies,  Digital  Technologies  Group, Inc.  ("DTG"),  which was organized in
April  1995,  and  Miller  &  Benson  International,  Ltd.  ("M&B"),  which  was
reincorporated in Delaware in January,  1992,  subsequent to the confirmation of
its Plan of  Reorganization  under Chapter 11 of the U.S.  Bankruptcy  Code. For
approximately nine years prior to July 1996, M&B had no operating  business.  In
July 1996,  DTG and M&B completed a  reorganization  (the  "Reorganization")  in
which all of the then  outstanding  shares of common stock of DTG were exchanged
for  4,401,127  shares  of  the  common  stock  of  M&B.  As  a  result  of  the
Reorganization,  DTG became a wholly  owned  subsidiary  of M&B. M&B changed its
name to "Digital  Technologies  Media Group,  Inc." and the  shareholders of DTG
immediately prior to the Reorganization became the owners of approximately 81.5%
of the  outstanding  shares of M&B common  stock.  The  Reorganization  has been
accounted for as a reverse  acquisition as if DTG issued 4,401,127 shares of its
common stock to acquire the net assets of M&B at the time of the Reorganization.
Unless  the  context  indicates  otherwise,  the term  "Company"  refers  to the


                                        7

<PAGE>


operations  of DTG  prior  to and  following  the  Reorganization.  For  further
information  regarding the  Reorganization,  see Note 7 of Notes to Consolidated
Financial Statements.

Results of Operations

The following table sets forth, for the periods indicated, the percentage of net
sales  from  operations  and  represented  by  certain  items  included  in  the
Consolidated Statements of Operations and Accumulated Deficit.

                         April 1, 1995(Inception)        Year Ended
                             to Dec. 31, 1995           Dec. 31, 1996
                             ----------------           -------------

Net Sales                         100.0%                     100.0%
Cost of Sales                     110.0                       75.9
                                  ------                     ------
Gross Profit (Loss)               (10.0)                      24.1
Operating Expenses                644.9                       62.0
                                  ------                     ------
Operating Income                 (654.9)                     (37.9)
Interest Expense                  232.2                        1.4
Miscellaneous Expense              98.2                        0.8
                                  ------                     ------
Net Loss                         (986.3)%                    (40.1)%
             
Net sales for the 12 months for 1996 increased by $925,000, from $76,000 for the
nine months of 1995 to  $1,001,300  in 1996.  The  increase is  attributable  to
greater  licensing  activities.  In  addition,  due to  difficulty  in receiving
producer approval and customer  acceptance of product,  principally in 1995, the
1995 net sales were greatly curtailed.

Cost of sales for 1996 increased by $676,353 from $83,883 in 1995 to $760,236 in
1996. As a percentage of net sales,  cost of sales decreased from 110%, in 1995,
to 75.9% in 1996.  The decrease in cost of sales as a percentage of net sales is
primarily  attributable  to the larger  revenue base,  more  favorable  producer
royalty arrangements,  and lower selling expenses associated with producing such
revenue.

Operating  Expenses,  including general and  administrative  expenses,  for 1996
increased by $131,000,  or 26%, from 1995.  As a percentage of net sales,  these
expenses  decreased from 644.9%, in 1995, to 62% in 1996. The increase in dollar
amount of these expenses is primarily  attributable to an increase in management
compensation  and a settlement for delinquent  rent from early  termination of a
lease of the Company's  former  corporate  offices.


                                        8

<PAGE>



Liquidity and Capital Resources

Initially,  the Company funded its operations  through  borrowings  from private
investors, of which all but two investors subsequently converted such loans into
common stock of the Company in connection  with the reverse  acquisition in July
1996.

Since its  inception,  the Company has  experienced  losses from  operations  of
$750,061 for the period ended  December 31, 1995 and $387,157 for the year ended
December 31, 1996.  The Company has negative  working  capital of  approximately
$654,000.  Accordingly,  the Company  requires  additional sales and collections
and/or it needs to raise  additional  capital to meet its operating needs and to
satisfy  its  outstanding  liabilities.  If the  Company  is unable  to  acquire
additional cash resources,  either from current operations or new financing,  it
may be  unable to  continue  as a going  concern.  The  report of the  Company's
independent  auditor  indicates  that the Company has minimal cash  available to
meet  its  future  operating  requirements  and  that,  therefore,  there  is  a
substantial  doubt  regarding  the  Company's  ability  to  continue  as a going
concern.

In the event of  unanticipated  developments  during the next few months,  or to
satisfy  future  funding  requirements,  the  Company  may  attempt  to fund its
operations  through a private offering of securities.  Additional  financing may
not be available when needed or on terms acceptable to the Company.  If adequate
financing is not available,  the Company may be required to delay, scale back or
eliminate  certain of its proposed plans, to relinquish rights to certain of its
products,  or to license or  sublicense to third parties the right to distribute
programs the Company would otherwise seek to develop  itself.  If the Company is
required to take such action, there can be no assurance that the Company will be
able to continue to operate as a going concern.


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<PAGE>


ITEM 7.  FINANCIAL STATEMENTS

The following financial  statements are included as a separate section following
the signature page to this Form 10-KSB and are incorporated herein by reference:


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                    Page

Report of Independent Auditor........................................F-1

Consolidated Balance Sheet...........................................F-2

Consolidated Statements of Operations for the years
  ended December 31, 1995 (Restated) and 1996........................F-4

Consolidated Statements of Cash Flows for the years
  ended December 31, 1995 and 1996...................................F-5

Consolidated Statements of Shareholders' Deficit for the
  years ended December 31, 1995 and 1996.............................F-7


Notes to Financial Statements........................................F-8


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE.

Not applicable.




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<PAGE>



                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
         PERSONS;  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Directors and Executive Officers

The following table sets forth in names, ages and positions of the directors and
executive  officers  of the  Company  as of March 31,  1997.  A  summary  of the
background  and  experience of each of these  individuals is set forth after the
table.

            Name         Age           Position
    ----------------    ----      -----------------
    Arthur Newberger     58       President, Chief Executive Officer,
                                     Chief Financial Officer and Director

    David Kekich         54       Secretary and Director

Mr. Newberger has served as President,  Chief Executive  Officer and Director of
the Company since May 1, 1995. Mr.  Newberger was  instrumental in the Company's
acquisition of programs for T.V. and other assets from  Communication  Services,
Inc. In November 1996, he was appointed Chief Financial  Officer.  Mr. Newberger
has 35 years of  experience  in the  international  and  domestic  entertainment
industry.  He was one of the first  independent  promoters  of live,  rock music
concerts in the United States.  As a senior corporate officer for major agencies
such as ICM and Ashley  Famous,  he was  responsible  for guiding the careers of
many famous artists and groups.  Subsequently,  Mr. Newberger  founded Newberger
Entertainment  Group  ("NEG") in order to  capitalize on his years of experience
and high level contacts in the entertainment industry.  Under his direction, NEG
successfully established itself as a respected,  independent distributor of both
film  and  television  product.  From  1993 to 1995,  Mr.  Newberger  served  as
President  of the  Television  Distribution  Division  of Hemdale  International
Television, Inc., which purchased NEG in 1994. Mr. Newberger was also associated
with Communications Services, Inc. See "Certain Transactions."

Mr.  Kekich has served as a Secretary  and  Director of the company  since April
1995. Mr. Kekich is currently President and founder of Red Tree International, a
marketing and financial  consulting company located in Johnstown,  Pennsylvania.
From 1985 to 1992, Mr. Kekich was engaged in the public securities  markets as a
result of his forming and registering  three "blind pool" companies.  Mr. Kekich
holds a Bachelor of Science Degree from  Pennsylvania  State  University and has
been  licensed  in  the  insurance  and  real  estate  fields  in the  State  of
California.



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<PAGE>




Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires the Company's officers and directors,
and persons who  beneficially own more than ten percent of a registered class of
the  Company's  equity  securities,  to file reports of ownership and changes in
ownership  with  the SEC.  Officers,  directors  and  greater  than ten  percent
shareholders  are  required by Exchange Act  regulations  to furnish the Company
with copies of all Section 16(a) forms they file.

Based  solely on its  review  of the  copies of such  forms  received  by it, or
written  representations  from  certain  reporting  persons  that  no Form 5 was
required for such persons,  the Company  believes that,  other than as disclosed
below,  during the fiscal year ending December 31, 1996, all filing requirements
applicable  to its officers,  directors and greater than ten percent  beneficial
owners were complied with.

Messrs.  Newberger  and Kekich  failed to report timely on Form 3s that they had
become   directors  and  officers  of  the   Registrant  at  the  close  of  the
reorganization  in July 1996.  Procedures  and controls have been  instituted to
assure future compliance with Section 16(a) of the Exchange Act.

ITEM 10.  EXECUTIVE COMPENSATION

The following table summarizes all compensation paid to the Company's  President
(the Chief Executive  Officer of the Company,  the only named executive  officer
whose total salary and bonus  exceeded  $100,000  for  services  rendered in all
capacities  to the Company  during the fiscal year ended  December  31, 1996 and
1995.

    Name and         
Principal Position   Fiscal                           Long Term       Other 
  Compensation        Year      Salary     Bonus     Compensation     Awards
------------------   -------    ------     -----     ------------    -------

Arthur Newberger      1996     $135,000     -0-          -0-      145,000 shs(1)
President and CEO     1995     $ 52,000(2)  -0-          -0-


(1)    In November 1996, Mr. Newberger was issued 145,000 shares of Common Stock
       valued at $.08 per share or an aggregate of $11,600.

(2)    Reflects compensation received from May 1995, when Mr. Newberger became
       an officer of the Company, to fiscal year ended December 31, 1995.

The  Company  does  not pay  directors'  fees.  The  Company  has no  employment
contracts or stock option plans.


                                       12

<PAGE>




ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

The following  table sets forth the beneficial  ownership of Common Stock of the
Company on December 31, 1996 by each director and Named  Executive  Officer,  by
all directors and executive  officers as a group and by all persons known by the
Company to be the  beneficial  owners of more than five percent of the Company's
Common Stock.

                               Number of Shares           Percent of
   Name and Address            Beneficially Held           Ownership
   ----------------            -----------------          ----------            
Arthur Newberger                    145,000(1)                2.4
15840 Ventura Blvd., Suite 310
Encino, CA 91436

David Kekich                      1,225,000(2)               20.3
Arkad Group, LLC
247 Shekomeko Blvd.
Johnstown, PA 15905

CSI Ventures, S.A.                2,160,000(1)               35.8
P. O. Box 17298
Encino, CA 91416

B. D. Brooke & Co.                  600,000(3)                9.9
955 So. Virginia, #116
Reno, Nevada 89502

Madera International, Inc.          500,000                   8.3
23548 Calabasas Road, Suite 205
Calabasas, CA 91302

All directors and executive       1,370,000(1)               22.7
officers (as a group, 2 persons)

(1) Arthur Newberger, an officer and director of the Company, is the President
    and principal shareholder of CSI Ventures, S.A.

(2) Mr. Kekich, an officer and director of the Company, is Manager and a
    minority Member of the Arkad Group, LLC which owns 1,080,000 shares.

(3) The shares of B. D.  Brooke and Co.  are held by Mr. Ely  Mandell,  a former
    officer  and  director  of the  Company,  as  custodian  for his three minor
    children,  and he disclaims any direct or indirect  beneficial  ownership of
    such shares. In addition,  Mr. Mandell owns, in his own name, 145,000 shares
    of the Company's Common Stock.


                                       13

<PAGE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On May 1,  1995,  Digital  Technologies  Group,  Inc.  ("DTG")  a  wholly  owned
subsidiary   of  the   Registrant,   acquired   from   Communications   Services
International  ("CSI"),  a foreign  corporation,  certain assets  including film
distribution  rights to several television series and some accounts  receivables
in exchange for a $3,000,000  Promissory  Note,  secured by the assets purchased
and  guaranteed by Mr.  Kekich,  an officer and director of DTG. In  conjunction
with the  acquisition  of assets  from CSI,  Arthur  Newberger,  an officer  and
minority  shareholder of CSI, became  President and Chief  Executive  Officer of
DTG. In  November  1995,  the  $3,000,000  Promissory  Note was  converted  into
preferred  stock of DTG. Upon the  acquisition by the Registrant of DTG, in July
1996, CSI received 2,160,000 shares of the Registrant's common stock in exchange
for the DTG Common Stock and Mr.  Newberger became President and Chief Executive
Officer of the Registrant.  Other than this one transaction,  the Registrant has
not had any further business on financial  relationships with CSI. In July 1996,
Mr. Newberger organized CSI Ventures, S.A. ("CSIV") and transferred his minority
ownership in CSI to CSIV. In December 1996,  CSIV acquired the 2,160,000  shares
of the Registrant owned by CSI in exchange for CSIV's ownership in CSI.

Ely Mandell had been a director and Chief Financial  Officer of the Company from
June 1996  until he  resigned  in  November  1996.  As part of a  severance  pay
package,  Mr. Mandell was issued  145,000  shares of the Company"s  Common Stock
valued at $.08 per share.


                                       14

<PAGE>


                                     PART IV


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

The following documents are filed as part of this report:

         a.  LISTING OF EXHIBITS

 2.1     Plan and Agreement of Reorganization, dated June 28, 1996, among Miller
         & Benson  International,  Ltd.,  Digital  Technologies  Group, Inc. and
         certain shareholders of Digital Technologies Group, Inc.(1)

 3.1     Articles of Incorporation of the Registrant, as amended.(1)

10.1     Letter of Intent dated April 7, 1997, between the Registrant and Burrud
         Productions, Inc.

10.2     Agreement  dated  December 10, 1996 between the Registrant and American
         History Network.

___________________

(1)      Incorporated  by reference to the  Registrant's  Current Report on Form
         8-K dated August 14, 1996.


         b.  REPORTS ON FORM 8-K

A report on Form 8-KA was filed on October 18, 1996.


                                       15
<PAGE>

                                                                   Exhibit  10.1

DTMG/BURRUD MERGER OUTLINE

1. NECESSARY DATA:
A. NET WORTH OF DTMG
B. INITIAL ANTICIPATED STOCK PRICE
C. NET WORTH OF BURRUD
D. DUE DILIGENCE ON BOTH CO.S
  
1. ON DTMG, REVIEW LIBRARYS/ FINANCIAL STATEMENTS/SECURITIES FILINGS

2. DISTRIBUTION AGREEMENT TERMS:

A. BURRUD PROPERTY- ALL EXISTING PROGRAMS PER ATTACHED SCHEDULE.
B. TERRITORY- EXCLUSIVE FOR INTERNATIONAL TELEVISION, NON-THEATRICAL
AND HOME VIDEO.  EXCLUSIVE FOR DOMESTIC TELEVISION,  NON-THEATRICAL
HOME VIDEO.  PARTIES ARE TO COLLABERATE RE DOMESTIC POSSIBLE
SALES. BURRUD CONSENT REQUIRE ON ALL SALES.
C. TERM- ONE YEAR COMMENCING 4/l/97, PLUS ONE RENEWAL YEAR PROVIDED GROSS
SALES OF NO LESS THAN $500,000 DURING YEAR ONE. 2 YEARS ON
REVERSIONED PROGRAMS FROM THE COMPLETION DATE OF THE PILOT
EPISODES.
D. ADVANCE- DTMG ADVANCE TO BURRUD $200,000.  IN ADDITION TO ADVANCE
AGAINST LICENSE FEES, DTMG TO ADVANCE-TO BURRUD A MININUM OF $120,000
TO BE USED TO REVERSION PROGRAMS. $60,000 TO BE USED TO REVERSION 3
WILDLIFE ADVENTURE PROGRAMS, AND $60,000 TO REVERSION 3 PROGRAMS TO
BE AGREED UPON. ADVANCES TO BE PAID AS FOLLOWS: $65,000 WITHIN 30
DAYS, S65,000 WITHIN 60 DAYS, $65,000 WITHIN 90 DAYS AND $65,000 WITHIN 120
DAYS.  IF FUNDS ARE RECEIVED FROM SALES WHICH EXCEED THE PAYMENT
SCHEDULE, ADVANCE PAYMENTS WILL BE ACCELERATED SO THAT BURRUD
RECEIVES ALL FUNDS UNTIL THE ADVANCES ARE MET. THE ABOVE PAYMENTS
INCLUDE S15,000 EACH MONTH TOTALING $60,000 TOWARD REVERSION COSTS
FOR WILDLIFE ADVENTURE. THE REMAINING REVERSION ADVANCE $60,000
CAN BE PAID AS NEEDED.
E. DISTRIBUTION FEES-(I) DOMESTIC=20% OF GROSS SALES. (2)
INTERNATIONAL=35% OF GROSS SALES.
F. ANY SUB-DISTRIBUTOR FEES ARE TO BE PAID FROM THE ABOVE
DISTRIBUTION FEES.  ACCOUNTINGS QUARTERLY WITH COPIES OF ALL LICENSE
AGREEMENTS AND PAYMENT IF DUE. DISTRIBUTION AND MARKETING
EXPENSES TO BE PRE-APPROVED.
G. THE ABOVE DISTRIBUTION TERMS WILL BE BINDING UNTIL A MORE FORMAL
DISTRIBUTION AGREEMENT HAS BEEN EXECUTED.

3. MERGER AGREEMENT TERMS:

A. UPON THE MERGER, BURRUD IS MERGED INTO DTMG AS A SUBSIDIARY CO. OR
DIVISION.
     

                                                            Exhibit 10.1, page 1

                                       16
<PAGE>




B. DTMG PAYS TO BURRUD $50,000 OPTION MONEY, REFUNDABLE IF MERGER
FAILS BECAUSE BURRUD WITHDRAWS OR IS AT FAULT FOR FAILED MERGER.
PAYMENT TO BE MADE AS BURRUD IS REQUIRED TO COMMENCE THE
CERTIFICATION OF ITS FINANCIALS FOR 3 YEARS IF NEEDED, AND PERFORMS ITS
DUE DILIGENCE.(MONEY TO DEFRAY BURRUD COSTS). OPTION PERIOD TO BE
AGREED UPON BUT NOT TO EXCEED 6 MONTHS. IF DTMG HAS COMMENCED ITS
APPLICATION PROCESS TO BE LISTED ON NASDAQ AND HAS COMMENCED ITS
UNDERWRITING WITHIN THE FIRST THREE MONTHS, AND THESE EVENTS
HAVEN'T BEEN COMPLETED WITHIN 6 MONTHS, THEN THE OPTION PERIOD MAY
BE EXTENDED AN ADDITIONAL 3 MONTHS.
C. BURRUD TO SPIN OFF THE ITEMS LISTED IN PART IV OF THE BURRUD NET
WORTH ANALYSIS, REMOVING THEM FROM BURRUD ASSETS BEFORE THE
MERGER. THESE ASSETS CAN BE TRANSFERRED TO DTMG POST MERGER IF BOTH
PARTIES AGREE.
D. PURCHASE PRICE TO BE $8,000,000, MINUS BURRUD OBLIGATIONS WHICH ARE
CURRENTLY APPROX 600,000, MINUS THE 200,000 IN ADVANCES AGAINST INCOME
AND THE 50,000 IN EXPENSE TOWARD MERGER COSTS. THE PURCHASE PRICE IS
TO BE ALLOCATED BY AGREEMENT BETWEEN THE PARTIES. THE PRICE TO BE
PAID 75% IN DTMG STOCK AND 25% IN CASH AND CONVERTABLE PROMISSORY
NOTE. $1M CASH AND THE BALANCE BY THE NOTE. APPROX 5.6M WILL BE THE
AMOUNT OF THE STOCK PORTION OF THE PRICE.  DTMG SHARE PRICE FOR THE
PURCHASE IS TO BE THE AVERAGE PRICE PER SHARE COMPUTED DURING THE
PERIOD THE STOCK IS TRADING BEFORE THE MERGER MINUS 25%. PROVIDED, IF
THE STOCK AVERAGE DEVIATES BY MORE THAN 50% FROM A $2.00 PRICE, THE
PARTIES WILL NOT BE OBLIGATED TO CONSUMATE THE MERGER.
E. AGREEMENT TO MERGE COMPANYS BASED ON THE HAPPENING OF CERTAIN
EVENTS:
1. DTMG HAS SUFFICIENT FUNDS TO PAY BURRUD THE 1M IN CASH, HAS THE
FINANCIAL ABILITY TO ACTIVELY PRODUCE PROGRAMMING, AND HAS THE
FINANCIAL CAPACITY TO COMMIT TO THE PROMISSORY NOTE WHICH IS TO BE
PAYABLE IN 24 MONTHS WITH INTEREST AT 7%, AND SECURED BY THE BURRUD
LIBRARY WITH ANY ENHANCEMENTS TO THE LIBRARY.
2. DTMG HAS SECURED AN UNDERWRITING AND IS APPROVED FOR TRADING
ON NASDAQ, BOTH UTILIZING THE BURRUD ASSETS IN ITS PROFORMA
STATEMENTS.
F. THE COMPANYS MERGE OPERATIONS AT THE END OF 97 OR UPON
THE MERGER IF IT OCCURS AFTER 12/97, WITH POSSIBLY A WEST LOS ANGELES HEAD-
QUARTERS.
G. BURRUD'S PRODUCTION AND OTHER ACTIVITIES PRE-MERGER ARE TO BE
CONSISTENT WITH DTMG BUSINESS PLAN.
H. BURRUD OR GREEN TO GO ON DTMG BOARD NOW. BOTH ON BOARD AFTER
MERGER.  BURRUD TO RECEIVE AN EMPLOYMENT AGREEMENT UPON MERGER
TO BE AGREED UPON.
I. GREEN TO RECEIVE RETAINER OR SALARY UPON MERGER FOR LEGAL OR
OTHER SERVICES IF NEEDED.


                                                            Exhibit 10.1, page 2


                                       17
<PAGE>



J. BURRUD TO HAVE PIGGY-BACK RIGHTS, SUBJECT TO GOOD-FAITH EFFORTS TO
OBTAIN UNDERWRITER APPROVAL.
K. PARTIES CONSIDER DTMG FUNDING ONE OR TWO BURRUD PILOT IDEAS FOR
NEW PROGRAMMING AS SOON AS FUNDS ARE AVAILABLE.
L. THE MERGER TERMS ARE SUBJECT TO REVIEW AND APPROVAL BY TAX
COUNSEL. THE PARTIES ARE TO ACCOMMODIATE AS NEEDED TO SATISFY TAX
AND/OR SECURITY CONSIDERATIONS. SUBJECT ALSO TO GOOD FAITH APPROVAL
OF EACH PARTIES DUE DILIGENCE INVESTIGATION.
M. OTHER CUSTOMARY TERMS TO BE AGREED UPON.
N. PARTIES ARE TO CONSIDER UNDERWRITING AT THIS TIME.

IF THE ABOVE IS  ACCEPTABLE,  PLEASE  INITIAL AND RETURN SO THAT WE WILL HAVE AN
UNDERSTANDING OF THE BASIC TERMS OF OUR AGREEMENT. THIS OUTLINE IS ONLY INTENDED
TO SERVE AS AN  UNDERSTANDING  OF THE DEAL  POINTS  REGARDING  THE  TERMS OF THE
MERGER UNTIL MORE FORMAL AGREEMENTS CAN BE PREPARED, BUT IS TO CONTROL THE TERMS
OF DISTRIBUTION.

DMTV BY ART NEWBERGER:                                /s/ Arthur Newberger
                                                     ----------------------

BURRUD PRODUCTIONS INC. BY JOHN BURRUD:               /s/ John Burrud
                                                     ----------------------


                                                            Exhibit 10.1, page 3

                                       18
<PAGE>



BURRAD
INVENTORY
Page 1




                                 SERIES

Title                            Format                Genre

Adventure World                  8 - 1/2 hour          Human Adventure

America's Wonders:               12 - 1 hour           Exploration
      The National Parks

Holiday                          39 - 1/2 hour         World Exploration

Islands in the Sun               40 - 1/2 hour         World Exploration

Jean-Michel Cousteau Presents    13 - 1/2 hour         Ocean Exploration
      Stories of the Sea**

New!  Animal World               105 - 1/2 hour        Wildlife

Safari to Adventure              160 - 1/2 hour        Wildlife

Treasure                         38 - 1/2 hour         Human Adventure

Treasure! (1990)                 13 - 1/2 hour         Human Adventure
(With Phillip Michael Thomas)

True Adventure                   38 - 1/2 hour         Human Adventure

Vagabond                         39 - 1/2 hour         World Exploration

Wanderlust                       116 - 1/2 hour        World Exploration

Wildlife Adventure               78 - 1/2 hour         Wildlife

Wonderful World of Women         59 - 1/2 hour         World Exploration
-----------------------------
**Unapix controls distribution





16902 Bolsa Chica Street, Suite 203, Huntington Beach, California 92649
(714)846-7174 - Fax(714)846-4814


                                                            Exhibit 10.1, page 4

                                       19
<PAGE>


BURRUD
INVENTORY
Page 2




                                    SPECIALS

Title                                Format              Genre

Amazing World                        4 - 1 hour          World Exploration

Baja-Great New Adventure             1 hour              World Exploration

Beyond Bizarre                       3 - 1 hour          Human Interest/Reality

Big Cats                             1 hour              Wildlife

Is There An Ark?                     1 hour              Wildlife

Making of Tarawa                     1/2 hour            W.W. II Factual

Peter Gaulke's Strange Wilderness    5 - Comedy shorts   Comedy

Return to Tarawa                     1 hour              W.W. II Factual

Sea World-Just For                   1 hour              Wildlife
The Fun Of It

Seals, Whales & Dolphin Tales        1 hour              Wildlife

Shark! The Silent Savage             1 hour              Wildlife

Sharks Of A Different Color          1 hour              Wildlife

Surfing Champions                    1 hour              Surfing Factual

This Nation Israel                   1 hour              Human Adventure

Tora! Tora! Tora!                    1 hour              Making of the Feature

Valley of the Dolls                  1 hour              Making of the Feature

What a Way To Go                     1 hour              Human Adventure

Where Did All The Animals Go?        1 hour              Wildlife




16902 Bolsa Chica Street, Suite 203, Huntington Beach, California 92649
(714)846-7174 - Fax(714)846-4814

                                                            Exhibit 10.1, page 5

                                       20
<PAGE>




BURRUD
INVENTORY
Page 3




                               FEATURES

Title                            Format                   Genre

                               Wildlife

The Carnivores                   2 Hour                   Wildlife

Creatures of the Amazon          2 Hour                   Wildlife

Dangerous Creatures              2 Hour                   Wildlife

Great American Wilderness        2 Hour                   Wildlife

The Last Ark                     2 Hour                   Wildlife

Mysterious Miniature World       2 Hour                   Wildlife

Predators of the Sea             2 Hour                   Wildlife

Secret World of Reptiles         2 Hour                   Wildlife

The Amazing Apes                 2 Hour                   Wildlife

Vanishing Africa                 2 Hour                   Wildlife


                               Human Adventure

Curse of the Mayan Temple        2 Hour                Human Adventure

Devil's Mountain                 2 Hour                Human Adventure

Man Against the Sea              2 Hour                Human Adventure

Montezuma's Lost Gold            2 Hour                Human Adventure

The Treasure Chase               2 Hour                Human Adventure




16902 Bolsa Chica Street, Suite 203, Huntington Beach, California 92649
(714)846-7174 - Fax(714)846-4814

                                                            Exhibit 10.1, page 6

                                       21
<PAGE>

                     DIGITAL TECHNOLOGIES MEDIA GROUP,INC.

                                                              EXHIBIT 10.2

December 10, 1996


Gentlemen:

This letter will serve as a deal memo wherein  American History Network ("AHN.")
and Digital  Technologies  Media Group,  Inc.  ("DTMG") have agreed that DTMG is
acquiring all rights, title and interest to the following series:

         GREAT LEADERS
                  John F. Kennedy
                  The Roots of Jesus
                  Mandela: The Man
                  The True Malcolm X  Speaks
                  Nixon About Nixon
                  The Life & Times of Ronald Reagan

         GREAT NATIONS
                  Aboriginol: Triumph of the Nomads
                  China: The History and The Mystery
                  Egypt: A Gift to Civilization
                  Japan: The Land of the Rising Sun
                  Mayan: History of the Mayas
                  The Rise & Fall of the Soviet Union
                  The History and functions of the United Nations

         GREAT EVENTS (1960-1969)






As compensation for DTMG's acqusition of same, AHN will receive 30,000 shares of
DTMG's  stock.  Said  stock is valued at  $60,000.00.  In the event the stock is
valued at less that  $60,000.00  (said  determination  to be made by the average
daily trading price from first trading day through 45th trading day),  DTMG will
compensate AHN with additional stock as needed to fulfill the $60,000.00  valued
price.  In the event the stock is valued  over  $60,000.00,  AHN will retain any
overages Continued, Page Two December 10, 1996

                                                            Exhibit 10.2, page 1
 
                                      22
<PAGE>


Continued, Page Two
December 10,1996

AHN shall furnish DTMG With all original elements and Materials,  including, but
not limited to master tapes, scripts,  publicity materials, and key artwork upon
DTMG's request.

There shall be no royalties due on any sales to any party whatsoever,  including
AHN, for prior, future or current sales.


This letter shall be followed by a more formal  agreement which will contain the
standard terms and conditions of the industry for  transactions  of this nature.
Until such time, however, this letter will serve as a true and binding agreement
between AHN and DTMG with regard to DTMG's  acquisition  of the  afore-mentioned
series.

Please  indicate your  acceptance of this deal memo by signing where  indicating
below and returning a fully executed copy to my attention.


Sincerely,

 /s/ Arthur Newberger
----------------------

Arthur R. Newberger
President/CEO               
                                                ACCEPTED AND AGREED:

                                                American History Network

                                                By: __________________

                                                Its: __________________

                                                Date: __________________





                                                            Exhibit 10.2, page 2

                                       23
<PAGE>




                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                          DIGITAL TECHNOLOGIES MEDIA GROUP, INC.


Date:  April 21, 1997                          By: /s/ Arthur Newberger
                                                 ------------------------
                                                   Arthur Newberger
                                                   President


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.

   Signature                        Title                          Date
   ---------                        -----                          ----        

/s/ Arthur Newberger      President, Chief Executive
--------------------      Officer and Director                  April 21, 1997
Arthur Newberger          


/s/ David Kekich          Secretary and Director                April 21, 1997
--------------------      
David Kekich



                                       24

<PAGE>






                             JAY J. SHAPIRO, C.P.A.
                           A Professional Corporation

                             16501 Ventura Boulevard
                                    Suite 650
                            Encino, California 91436
                     Tel. (818) 990-4878 Fax (818) 990-4944



                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors of
Digital Technologies Media Group, Inc.:

         I have audited the accompanying  consolidated  balance sheet of Digital
Technologies  Media  Group,  Inc.  (the  "Company"),  as of  December  31,  1995
(restated)  and 1996,  and the related  consolidated  statements of  operations,
stockholders'  deficit  and cash flows for the  nine-month  period from April 1,
1995 (Inception) to December 31, 1995 (restated) and the year ended December 31,
1996.  These  financial  statements  are  the  responsibility  of the  Company's
management.  My  responsibility  is to express  an  opinion  on these  financial
statements based on my audits.

         I conducted my audits in accordance  with generally  accepted  auditing
standards.  Those standards require that I plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion.

         In my opinion, the consolidated  financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
the Company as of December 31, 1995 and 1996,  and the results of its operations
and its cash flows for the period April 1, 1995 (Inception) to December 31, 1995
and the year ended  December 31, 1996, in  conformity  with  generally  accepted
accounting principles.

         The Company has a significant  cash flow problem and the 1995 financial
statements  have been restated due to facts  regarding  certain  Company  assets
which were discovered after the issuance of my previous report (See Note 1).




April 3, 1997

                                                    Jay J. SHAPIRO, C.P.A.
                                                  A professional corporation


                                      F-1
<PAGE>
                     DIGITAL TECHNOLOGIES MEDIA GROUP, INC.
                           CONSOLIDATED BALANCE SHEET
                        AS OF DECEMBER 31, 1995 AND 1996

                                                        1995
                                                     (Restated-
                                                      See Notes
                                                       1 and 2)      1996
                                                     ---------     ---------
ASSETS:                                                                3,536
Cash
Accounts receivable- net of $16,000
  and $22,000 allowance for doubtful accounts           20,300       108,000
                                                     ---------     ---------
Total Current Assets                                    20,300       111,536

Fixed assets - net of accumulated
  depreciation of $3,300 and $7,300                     12,356        12,832
                                                     ---------     ---------

TOTAL ASSETS                                           $32,656      $123,943
                                                     =========     =========

LIABILITIES & STOCKHOLDERS' DEFICIT

Liabilities:
     Accounts payable                                 $ 45,572      $163,000
     Other liabilities (Note 8)                        107,000       155,000
     Payroll tax obligations (Note 8)                   32,817        64,157
     Notes payable (Notes 5 and 6)                       9,000        29,625
     Unearned revenue                                   57,500        24,000
     Royalties payable                                  60,000       297,000
                                                     ---------     ---------

Total Current Liabilities                              311,889       732,782
                                                     ---------     ---------

Convertible Debt (Note 5)                              291,000             0

Contingencies and Commitments
  (Notes 1,4, 5, 6 and 8)

Stockholders' Deficit (Notes 2, 5, 6 and 7):





                                       F-2
<PAGE>


                     DIGITAL TECHNOLOGIES MEDIA GROUP, INC.
                      CONSOLIDATED BALANCE SHEET, CONTINUED
                        AS OF DECEMBER 31, 1995 AND 1996

Capital Stock:
       Common stock, $.01 par value; authorized
       25,000,000 shares; 4,359,501 and
       6,035,627 shares issued and outstanding
       in 1995 and 1996, respectively                   31,423        48,182

       Additional paid-in-capital                      148,205       479,454

       Preferred stock, $1.00 par value; authorized
       15,000,000 shares; no shares outstanding

       Accumulated deficit                            (750,061)   (1,136,475)
                                                     ---------     ---------

Total Stockholders' Deficit                           (570,233)     (608,839)
                                                     ---------     ---------

TOTAL LIABILITIES &
STOCKHOLDERS' DEFICIT                                  $32,656      $123,943
                                                     =========     =========


                                      F-3
<PAGE>


                     DIGITAL TECHNOLOGIES MEDIA GROUP, INC.

                      CONSOLIDATED STATEMENT OF OPERATIONS
                NINE MONTH PERIOD FROM APRIL 1, 1995 (INCEPTION)
              TO DECEMBER 31, 1995 AND YEAR ENDED DECEMBER 31, 1996

                                            Restated
                                              1995                1996
Revenue:
Domestic                                                      $ 327,300
Foreign                                    $  76,000            674,000
                                           ---------          ---------
Total                                         76,000          1,001,300
                                           ---------          ---------

Cost of Sales:
     Selling expenses                        (23,883)          (122,236)
     Royalties                              ( 60,000)          (638,000)
                                           ---------          ---------
                                            ( 83,883)          (760,236)
                                           ---------          ---------
Gross Profit (Loss)                         (  7,883)           241,064

Operating Expenses:

Administrative                              ( 91,697)          ( 42,717)
Rent (Note 8)                               ( 36,036)          (115,281)
Compensation (Note 8)                       (219,000)          (325,000)
Travel & entertainment                      ( 53,085)          ( 47,287)
Professional fees (Note 7)                  ( 90,375)          ( 91,000)
                                           ---------          ---------
                                            (490,193)          (621,285)
                                           ---------          ---------
Operating Loss                              (498,076)          (380,221)

Other Expense:
     Interest expense (Notes 2 and 5)       (176,529)          ( 14,675)
     Miscellaneous (Notes 7 and 8)          ( 74,656)             8,539
                                           ---------          ---------
                                            (251,185)         (   6,136)
                                           ---------          ---------

Net Loss Before Taxes                       (749,261)          (386,357)

Tax Expense - California                    (    800)          (    800)
                                           ---------          ---------

Net Loss                                    (750,061)          (387,157)
                                           =========          =========

Loss Per Share (Note 3)                       ($0.27)             ($.07)
                                               =====              =====

Weighted Average Shares (Note 3)           2,795,000          5,567,000
                                           =========          =========

                                       F-4

<PAGE>
                                        

                     DIGITAL TECHNOLOGIES MEDIA GROUP, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                NINE MONTH PERIOD FROM APRIL 1, 1995 (INCEPTION)
              TO DECEMBER 31, 1995 AND YEAR ENDED DECEMBER 31, 1996

                                                      1995           1996
                                                      ----           ----
Operating Activities:                             
    Net Loss                                       ($750,061)     ($387,157)
   Adjustments to reconcile
       net loss to net cash used
       by operating activities:
       Depreciation and amortization                   3,300          4,000
     Provision for bad debts and discount
         on long-term receivables                     16,000          6,000
     Accrued royalties                                60,000        232,400
     Provision for contingencies                     207,000         48,000
     Changes in operating assets and liabilities:
     (Increase) in:
           Accounts receivable                       (36,300)       (93,700)
      Increase (Decrease) in:
           Deferred revenue                           57,500        (33,500)
           Accounts payable
  and other liabilities                              149,117        202,820
                                                   ---------      ---------
Total Adjustments                                    456,617        366,020
                                                   ---------      ---------
Net cash provided (used) by
  operating activities                              (293,444)        21,137
Investing Activities:
   Purchase of business property                     (15,656)        (4,476)
                                                   ---------      ---------
   Net cash used in investing activities             (15,656)        (4,476)
                                                   ---------      ---------
Financing Activities:
   Convertible debt issuance                         275,000
   Loans payable                                      34,100          1,875
   Dividend to preferred shareholder                                (15,000)
                                                   ---------       ---------
   Net cash provided (used) by
    financing activities                             309,100        (13,125)
                                                   ---------       ---------

Increase in cash                                           0          3,536
Net cash- beginning of period                              0              0
                                                   ---------       --------
Net cash-end of period                              $      0       $  3,536
                                                   =========       ========

Supplemental cash flow information:
  Interest paid                                      $10,529              0
                                                   =========       ========
  Income taxed paid                                 $    800       $    800
                                                   =========       ========


                                       F-5
<PAGE>

                     DIGITAL TECHNOLOGIES MEDIA GROUP, INC.
                 CONSOLIDATED STATEMENT OF CASH FLOWS, CONTINUED
                NINE MONTH PERIOD FROM APRIL 1, 1995 (INCEPTION)
              TO DECEMBER 31, 1995 AND YEAR ENDED DECEMBER 31, 1996




A note of $3,000,000 was subsequently  converted to preferred stock in 11/95 and
then common  stock in May,  1996.  Net  interest  on the note of $129,950  and a
preferred  stock  dividend  of  $30,000  was  reinvested  in common  stock.  The
convertible  debt of $256,000 and related  accrued  interest  and warrants  were
converted  to 41,626  common  shares as of June 30,  1996.  A million  shares of
common stock were  exchanged  for M&B shares and $20,000 in net tangible  assets
were acquired in this merger.  The Company also issued  634,500 common shares in
1996 for services rendered.



                                       F-6
<PAGE>

                     DIGITAL TECHNOLOGIES MEDIA GROUP, INC.

                             CONSOLIDATED STATEMENT
                            OF STOCKHOLDERS' DEFICIT
                                  April 1, 1995
                        (Inception) to December 31, 1996

<TABLE>
<CAPTION>
                                                              Additional
                                           Common Stock         Paid In   Accumulated
                                          Shares    Amount      Capital     Deficit        Total
                                        ---------  -------     ---------  -----------    ---------

<S>                                     <C>        <C>         <C>          <C>          <C>   

Balance 4/l/95 (Inception)              1,230,000  $   128                               $    128

CSI rights acquisition (Note 2)         3,000,000   30,000     $ 20,000                    50,000

CSI reinvestment of interest (Note 2)     129,500    1,295      128,205                   129,500

Loss for period                                                             ($749,318)   (749,318)
                                        ---------  -------     --------   -----------    ---------

Balance 12/31/95                        4,359,500   31,423      148,205      (749,318)   (569,690)

Conversion of convertible debt (Note 5)    41,626      416      276,834                   277,250

Merger with M&B (Note 7)                1,000,000   10,000       10,000                    20,000

Issuance to Company's employees and
consultants                               634,500    6,343       44,415                    50,760

Net loss for period                                                          (387,157)   (387,159)
                                        --------   -------     --------   -----------    ---------
Balance - 12/31/96                      6,035,627  $48,182     $479,454   ($1,136,475)  ($608,839)
                                        =========  =======     ========   ===========    =========
</TABLE>





                                        7


<PAGE>

                     DIGITAL TECHNOLOGIES MEDIA GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         PERIOD ENDED DECEMBER 31, 1995
                        AND YEAR ENDED DECEMBER 31, 1996

Note 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Organization:

Digital  Technologies  Group,  Inc.  (the  "Acquirer" or "DTG") was organized in
April,  1995 under the laws of the State of Delaware  for the purpose of funding
the   development   of  television   programming   and  to  interface  with  new
technologies. The Company initially issued 1,207,500 shares of common stock with
a  nominal  value of  $50.00.  In May,  1995,  DTG  acquired  certain  rights to
distribute the film assets of Communications  Services International ("CSI") for
convertible debt. (See Note 2).

Miller & Benson International Ltd. ("M&B"). a Delaware corporation, emerged from
bankruptcy  in 1991 and is a  dormant  holding  company  with  5,401,127  shares
outstanding as of July 30, 1996 after a 1-for-100 stock split and acquisition of
DTG.  This company had net tangible  assets of $20,000  prior to the merger (See
Note 7).

The Company  changed its name to Digital  Technologies  Media Group,  Inc. as of
August 1, 1996 ("DTMG" or the "Company"), a Delaware corporation.

Company Business:

Effective with the consummation of the CSI distribution agreement, DTG commenced
licensing in September,  1995 in currently available territories.  The Company's
customers consist of domestic and foreign sub-distributors and sales agents.

Basis of Presentation:

The  consolidated  financial  statements  reflect the assets,  liabilities,  and
operations  of DTG due to  accounting  treatment as reverse  merger by DTG. (See
Note 7). Certain 1995 amounts have been reclassified into 1996 format.

Going Concern:

As of December  31, 1996 the Company  had  minimal  cash  available  to meet its
future  operating  requirements.  The  Company  requires  additional  sales  and
collections  to meet its 1997  operating  needs and to satisfy  the  liabilities
outstanding  as of  12/31/96.  The  Company  has  negative  working  capital  of
approximately  $654,000.  The Company's management is presently negotiating some
major market licenses and an acquisition of additional  titles for distribution.
There can be no assurance of favorably  consummating  these negotiations at this
time.

                                       F-8
<PAGE>

                     DIGITAL TECHNOLOGIES MEDIA GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         PERIOD ENDED DECEMBER 31, 1995
                        AND YEAR ENDED DECEMBER 31, 1996

Note 1  (Cont'd)

Going Concern (Cont'd):

Management  made  that  with  major  reductions  in 1995 DTG  operational  costs
including  non-recurring  items  ($200,000)  associated  with the  Company's new
technologies  personnel  who were  terminated  in  early  1996,  lower  interest
($150,000)  due to CSI note  conversion,  and increased  sales  activity.  As of
December 31, 1996 the Company still has an operating loss,  including an accrual
of $53,000 for landlord settlement,  of $393,000 and a stockholders'  deficit of
$642,000.  Therefore,  there is a  substantial  doubt  regarding  the  Company's
ability to  continue  as a going  concern.  These  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.

Film Revenue and Royalty  Expense Recognition:

Revenues from television  license agreements are recognized as each film becomes
available for telecasting by the licensees.  The Company defines availability as
when the films  delivered  are free of any  conflicting  licenses in  respective
territory,  and the licensee has fully accepted film materials.  Royalty expense
is accrued based on earned revenue and the respective producer agreement.

Income Taxes:

The Company may have limitations regarding the use of its apparent net operating
loss as of June 30, 1996 due to the transaction described in Note 7.

Accounts Receivable:

Accounts receivable consist of the unpaid portion of license agreements received
from customers on a worldwide  basis. The Company's  management  performs credit
evaluations  of customers  and reserves for any  potential  credit  losses.  The
standard  procedure when entering into a licensing  agreement requires a payment
upon signing and the balance to be paid over a period  subsequent to delivery of
films  licensed.  A management  evaluation of contracts  existing as of 12/31/95
resulted in a $1.1 million reduction in accounts  receivable and related revenue
due  to  several  significant   availability/delivery   problems  regarding  the
Company's  lack  of  control  over  film  materials.   These  problems  included
difficulty  with  specific  producer  approval and customer  acceptance  of film
product.  Such  facts  were  discovered  subsequent  to  April,  1996,  and  the
collectible   receivables  are  reflected  in  the  restated  1995  consolidated
financial  statements.  During late 1996, the Company corrected this problem and
all  receivables at 12/31/96  represent  available and  deliverable  products to
Company customers.

                                       F-9

<PAGE>

                     DIGITAL TECHNOLOGIES MEDIA GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         PERIOD ENDED DECEMBER 31, 1995
                        AND YEAR ENDED DECEMBER 31, 1996

Note 1  (Cont'd)


Fixed Assets:

Depreciation  of furniture and fixtures is being  provided by utilization of the
straight-line  method  over the  estimated  useful  lives of the  assets is five
years.

As of December 31, fixed assets consist of:

                                                        1995        1996
                                                      -------     -------
         Computer equipment                            $8,500      $8,500
         Other                                          7,156      11,632
                                                      -------     -------
                                                       15,656      20,132
         Less accumulated depreciation                 (3,300)     (7,300)
                                                      -------     -------
                                                      $12,356     $12,832
                                                      =======     =======

Common Stock:

In November  1996, the Company  issued  634,500  shares to its  consultants  and
employees. The imputed value of this transaction was $50,760.

Note 2 - CSI AGREEMENT:

In May 1995, the Company  obtained  certain  distribution  rights for a group of
television series and feature films, and certain accounts  receivable  ($50,000)
related  to  these   products   from   Communication   Services   International,
Inc.("CSI"),  a corporation  incorporated  in Republic of Panama in 1990. CSI is
reflected  as a  commonly-owned  entity  and  all  assets  are  recorded  at CSI
determinable historical cost.

The Company  issued to CSI  $3,000,000  secured  convertible  debenture  bearing
interest  at 10%.  Interest  of  $150,000  was  paid to CSI and the  funds  were
reinvested  into  the  Company's  common  stock,  net  of  $20,500   outstanding
receivable  due from  CSI.  On  November  2,  1995,  the note was  converted  to
convertible  preferred stock with 6% dividend. On February 1, 1996 a dividend of
$45,000 was paid to CSI and $30,000 was  reinvested  into the comon  stock.  The
preferred  stock was  converted  to  2,160,000  shares of common stock of May 1,
1996.

 The Chief Executive Officer of the Company was a 3% shareholder of CSI. In July
1996, he formed CSI Ventures, S.A., a foreign corporation,  by contributing this
stock  interest  in CSI. In December  1996,  CSI  Ventures  S.A.  exchanged  its
investment for the 2,160,000 shares of the Company held by CSI. Accordingly, CSI
Ventures S.A.
is a 36% shareholder of the Company at December 31, 1996.

                                      F-10
<PAGE>

                     DIGITAL TECHNOLOGIES MEDIA GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         PERIOD ENDED DECEMBER 31, 1995
                        AND YEAR ENDED DECEMBER 31, 1996

Note 2 - CSI AGREEMENT (Cont'd)

The Company's management originally recognized this transaction as a purchase of
film  properties.  The convertible  note was to be paid from the exploitation of
these properties.  Such intention was supported by an independent film appraisal
of $4.3 million.  However,  the early 1996 problems described in Note 1 made the
collection  of film  revenue on a timely  basis  unlikely.  The Company also has
uncertainty  regarding its ability to continue at full operational level and the
effective control of CSI. Accordingly, the Company's management has restated the
1995 consolidated  financial  statements by eliminating the $3 million cost, the
related  valuation  assigned  to  common  stock  issued,  and  $60,000  in  film
amortization expense.

As of December  31, 1996,  there has been no 1996  activities  with CSI.  andthe
Company is the exclusive  distributor  of these CSI film  products.  The Company
remits the appropriate  royalties to all producers based on cash  collections of
film revenue and recoupment of certain distribution costs.

Note 3 - NET LOSS PER SHARE:

Net  loss per share is computed  using the weighted  average number of shares of
     common  stock  outstanding  December  31, 1995 and 1996,  assuming  the M&B
     merger in July, 1996,  reinvestment of CSI interest and preferred dividend,
     and issuance of shares to CSI and Company employees.

Note 4 - LEASE COMMITMENT:

The Company  entered into a five-year  lease  agreement for 3,700 square feet of
office  space with a term is beginning  July 15, 1996.  During 1995 and 1996 DTG
paid $26,036 and $58,400,  respectively, in rent expense. The Company terminated
this lease in October,  1996 and entered into a one-year  lease for new space at
$2,560 per month.

Note 5 - CONVERTIBLE SUBORDINATED DEBT AND WARRANTS EXERCISED:

The Company issued  convertible debt with interest of 10.00% per annum amounting
to $275,000 in 1995 and $16,000 in accrued  interest  payable.  Such debt, which
was  secured  by  receivables,  is due  through  3/31/97.  These  notes  are now
delinquent.  The  debtholders can convert their  obligation to Company's  common
stock at a price of  $20.00  per  share or 50% of the  initial  offering  price.
Debtholders  were also issued warrants to purchase up to 50,000 shares of common
stock at a cost of $.001 per share.  All notes,  accrued  interest and warrants,
except for $18,750 in notes, were converted as of June 30, 1996 (See Note 7).

                                      F-11
<PAGE>


                     DIGITAL TECHNOLOGIES MEDIA GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         PERIOD ENDED DECEMBER 31, 1995
                        AND YEAR ENDED DECEMBER 31, 1996

Note 6 -  STOCKHOLDER SETTLEMENTS

The Company  entered into an agreement  with a major  stockholder  for return of
800,000  shares held by him. The shares were  cancelled  effective  December 31,
1995.  Such  agreement  also  provides for payment of past  compensation  net of
expense  advances which have not been utilized and receivables  were transferred
upon July 1996  foreclosure  of a $25,000  note held by this  stockholder.  Such
amount is still unpaid and reflected in accounts  payable.  A major  stockholder
and member of the Board of Directors is owed $9,000 at 12/31/95 and 12/31/96.

Note 7 - REVERSE ACQUISITION

Pursuant to a Stock Exchange  Agreement dated June 28, 1996 among ("DTMG"),  the
shareholders  of DTMG and  Miller  & Benson  International,  Ltd.  ("M&B"),  M&B
acquired  100% of the  outstanding  capital  stock  of DTG in  exchange  for the
issuance of 4,000,000  post-split shares  (including  $159,950 in reinvested CSI
monies) of common stock to DTG for its  shareholders and consultants and 401,127
shares  of  Company  common  stock  to  DTG  secured  convertible   subordinated
debtholders ($301,127 including accrued interest at conversion) and exchange for
their  outstanding  warrant  rights for 50,000 shares of DTMG common stock.  The
4,401,127 total shares of common stock  represented  approximately  81.5% of the
issued and  outstanding  shares of M&B's common stock.  As a result,  the former
shareholders  of DTMG may thus be deemed to have  acquired  control of M&B.  For
accounting  purposes,  the  acquisition  of DTMG by M&B has  been  treated  as a
reverse  acquisition,  with DTMG as the acquirer and the merger of M&B and its 1
million  shares of  previously  issued common stock.  All  historical  financial
statements prior to July 30, 1996 (closing) are those of DTMG.

M&B was a dormant public company whose activities  during the past several years
have been limited to maintaining  the corporate  entity and evaluating  business
opportunities.  M&B's  predecessor  entity,  Oil  Securities,  Inc.,  filed  for
protection under Chapter 11 of the United States  Bankruptcy Code on May 2, 1988
as debtor-in-possession.  During the bankruptcy proceedings,  M&B liquidated all
of its assets and settled or restructured  all of its liabilities  pursuant to a
plan of  reorganization  confirmed on June 25, 1991. In 1992 an Italian  company
attempted  an  acquisition,   but  abandoned  the  transaction   after  a  small
investment. On May 12, 1993, the bankruptcy proceedings were closed by the entry
of an order of final decree by the  Bankruptcy  Court.  As of July 30, 1996, M&B
had no revenues,  or income for the past three years and net tangible  assets of
approximately $20,000 and 1 million shares of common stock outstanding.  All M&B
liabilities were discharged at closing by the sale to outside parties of 166.667
shares of Madera  International  common stock which was obtained in exchange for
500,000 shares of M&B common stock in June, 1996.
                                       
                                      F-12
<PAGE>

                     DIGITAL TECHNOLOGIES MEDIA GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         PERIOD ENDED DECEMBER 31, 1995
                        AND YEAR ENDED DECEMBER 31, 1996

Note 7 - REVERSE ACQUISITION (cont'd):

Madera  shares were sold for $23,000  cash in July,  1996 and the funds paid all
M&B  outstanding  liabilities and  approximately  $20,000 was made available for
costs  associated  with this  transaction.  All costs were paid by December  31,
1996.  M&B had issued  88,033 shares as of July 30, 1996 to certain M&B officers
and  consultants  with  reimbursement  of $1,550 for past  advances to M&B. Such
shares have an imputed value of $7,000.

Note 8 - CONTINGENCIES:

In 1995,  the Company has accrued  $50,000  relative to an asserted claim by the
California  Franchise Tax Board for unpaid taxes including  accrued interest and
penalties for the tax period ended December 31, 1984,  $52,000  relative to past
DTG  employment  benefit  claims which are being  appealed by the  Company,  and
$5,000 for a lawsuit settled subsequent to December 31, 1995.

The Company is delinquent relative to certain Federal and California payroll tax
obligations  and such  obligation  increased to $64,157 as of December 31, 1996.
Also, the Company paid $16,000 of unpaid 1995 compensation during the year.

The  Company is in the process of settling  with its former  landlord  regarding
1996 early lease  termination.  The settlement will entail the payments totaling
$53,000 over a two-year period beginning May, 1997. Such amount is accrued as of
December 31, 1996.

Note 9 - EXPORT SALES:

The Company  earned 37% and 34% of its 1996  revenue in license  revenue to Asia
and Europe, respectively.

Note 10 - SUBSEQUENT EVENTS:

In January, 1997, the Company issued 75,000 shares of common stock for legal and
consulting services. These services were accrued as accounts payable at December
31, 1996.

In April,  1997,  a letter of intent was signed  between  the  Company  and film
producer. Such letter provides the Company will be the international distributor
for the  producer  after a cash advance of $320,000  beginning  June,  1997.  In
addition,  the Company  will pay $1.8  million  and issue 3.7 million  shares of
common stock in the future.

The Company entered into a commitment with a producer  effective January 1, 1997
to provide $60,000 of "trading value" in the Company's  common stock in exchange
for  distribution  rights  for a group of  television  specials  with no related
royalty obligation. 

                                      F-13