SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

         (Mark One)
         [X] Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

         [ ] Transitional Report Under Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                   For the fiscal year ended December 31, 2000

                           Commission File No. 0-25388

                            DETOUR MEDIA GROUP, INC.
                            ------------------------
                 (Name of small business issuer in its charter)

                              DETOUR MAGAZINE, INC.
                              ---------------------
                                  (Former Name)

          Colorado                                              84-1156459
          --------                                              ----------
(State or other jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

                        7060 Hollywood Blvd., Suite 1150
                          Los Angeles, California 90038
                                 (323) 469-9444
                                 --------------
        (Address, including zip code and telephone number, including area
                    code, of registrant's executive offices)

         Securities registered under Section 12(b) of the Exchange Act:
                                      none

        Securities registered under to Section 12(g) of the Exchange Act:

                                  Common Stock
                                  ------------
                                (Title of class)

Check  whether the issuer (1) 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  shorter  period that the Company 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 disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not 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.

                          (Continued on Following Page)


<PAGE>



Issuer's revenues for its most recent fiscal year: $3,995,820.


State the  aggregate  market value of the voting  stock held by  non-affiliates,
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days: As of May 8, 2001: $3,322,162.

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the  latest  practicable  date:  As of April 16,  2001 there were
29,161,629 shares of the Company's common stock issued and outstanding.

Documents Incorporated by Reference: None


                  This Form 10-KSB consists of Fifty Two Pages.
                  Exhibit Index is located at Page Forty Eight.




                                                                               2

<PAGE>



                                TABLE OF CONTENTS

                            FORM 10-KSB ANNUAL REPORT

                            DETOUR MEDIA GROUP, INC.

                                                                            PAGE
                                                                            ----
Facing Page
Index
PART I
Item 1.    Description of Business..........................................  4
Item 2.    Description of Property.......................................... 12
Item 3.    Legal Proceedings................................................ 12
Item 4.    Submission of Matters to a Vote of
               Security Holders............................................. 14


PART II
Item 5.    Market for the Registrant's Common Equity
               and Related Stockholder Matters.............................. 15
Item 6.    Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations................................................... 15
Item 7     Financial Statements............................................. 20
Item 8.    Changes in and Disagreements on Accounting
               and Financial Disclosure..................................... 43

PART III
Item 9.    Directors, Executive Officers, Promoters
               and Control Persons, Compliance with
               Section 16(a) of the Exchange Act............................ 43
Item 10.   Executive Compensation........................................... 44
Item 11.   Security Ownership of Certain Beneficial
               Owners and Management........................................ 46
Item 12.   Certain Relationships and Related
               Transactions................................................. 46

PART IV
Item 13.   Exhibits and Reports on Form 8-K................................. 48


SIGNATURES.................................................................. 49



                                                                               3

<PAGE>



                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

     Detour Media Group,  Inc., f/k/a Detour Magazine,  Inc. ("we," "our," "us,"
the  "Company"  or  "Detour")  is engaged  principally  in the  publication  and
distribution of Detour, an internationally  distributed  magazine best known for
presentation  of  cutting-edge  trends and strong  editorial  focus in  fashion,
entertainment,  lifestyle and contemporary  social issues.  Our mission is to be
the premier  urban  avant-garde  publication  devoted to these  topics,  thereby
attracting a readership consisting primarily of affluent and style conscious men
and women in the 18 to 35 age group.  We have derived  revenues  primarily  from
advertising  in the magazine  and, to a lesser  extent,  from  subscription  and
newsstand sales.

     In addition to the  continuation  of publication  of Detour,  management is
attempting to implement a new business strategy in areas related to the Internet
and custom  publishing,  subject to our ability to raise funds in order to allow
us to undertake  this new strategy.  This new business  strategy is described in
detail below.

DETOUR MAGAZINE

     We publish  ten issues of the  magazine  each  year,  including  two double
issues. The magazine has been published since 1987.

     To  distinguish  itself  from  other  entertainment  publications,   Detour
Magazine attempts to identify and feature  entertainers and media  personalities
well  before they reach  widespread  recognition  and the level of  conventional
acceptance  which  typifies its  competition.  This in part  accounts for Detour
Magazines's   image   as  a   "cutting-edge"   magazine   featuring   tomorrow's
personalities and today's trends.

     Editorials follow the same focus,  providing insight into and publicity for
entertainers  and  media  personalities  who  have not yet  received  widespread
recognition.  Detour Magazine prides itself on some of the most talked about and
respected photo journalism and editorials in the industry. In this regard, since
1996, we have produced our Annual Young Hollywood Issue.

     Five years ago, in our first  Hollywood  issue,  our "30 Under 30" round-up
introduced  our readers to such future  stars as Matt  Damon,  Renee  Zellweger,
Tobey Maquire,  Emily Watson,  Joaquin Phoenix and Lucy Liu. In the years since,
our "12 to Watch"  feature has given  readers  cover  subjects  including  Katie
Holmes,  Denise Richards,  Freddie Prinze Jr., Ryan Phillippe,  Leelee Sobieski,
Chris Klein, Amanda Peet and Kate Hudson -- all well before they earned starring
roles and landed on glossy magazine covers.


                                                                               4

<PAGE>



     This years "12 to Watch" are:  Ethan Suplee (Boy's Meets World,  Road Trip,
Blow, John Q); Amy Smart (Varsity Blues,  Road Trip, The Seventies,  It's A Mad,
Mad,  Mad,  Mad  World);  Peter  Sarsgaard  (Dead Man  Walking,  Boys Don't Cry,
Unconditional Love, The Salton Sea); Mark Weber (American Buffalo);  Monet Mazur
(Austin Powers, The Mod Squad,  Mystery Men, Blow); Sean Patrick Thomas (Dracula
2000, Cruel Intentions,  The District);  Leonor Varela (Cleopatra, The Tailor of
Panama);  Sanna Lathan (Love &  Basketball,  Disappearing  Acts);  Patrick Fugit
(Almost Famous);  Angela Bettis  (Sparrow,  Girl  Interrupted,  Bless the Child,
Flamingo Rising); D.J. Qualls (Road Trip, Big Trouble, New Guy); and Mia Maestro
(Tango, Picking Up the Pieces, Timecode, For Love or Country, In the Time of the
Butterflies).

     During 2000,  each issue (other than double issues) of Detour  Magazine was
approximately 150 pages in length,  with  approximately 50 pages of advertising.
The 10 covers  featured Meg Ryan (February  2000),  Lucy Liu (March 2000),  Sean
Penn (May 2000),  Penelope Cruz  (June/July  2000),  Hugh Jackman (August 2000),
Chris Rock (September 2000),  James King (October 2000),  Katie Holmes (November
2000) and Benicio Del Toro (December 2000/January 2001).

     Management  does not  expect  to  change  the  content  or format of Detour
Magazine materially beyond editorial changes necessary to broaden the magazine's
appeal within the target  readership,  including making the magazine more visual
by continuing to seek out both established and rising photographers.

     In the  beginning  of 2000,  we  commenced  plans to begin  publishing  two
special issues each year under the name "Detour  Space."  However,  we cancelled
our plans to publish these two special issues due to lack of available  capital.
We hope to adopt these special issues in the near future, if sufficient  capital
becomes  available  to us.  See  "Part II,  Item 6,  Management's  Discussion  -
Liquidity and Capital Resources."

     "Detour Space" will take it's name from one of the magazine's  most popular
and appealing features, "a 'sneak peek" into some favorite celebrities and media
personalities  private lives.  Each section will include photos of the celebrity
in a place of special  significance  to the  celebrity,  accompanied  by a quote
explaining why he or she chose that particular location for the photo and why it
means so much to them.  "Detour  Space"  will  expand upon the theme of place to
feature  longer  pictorials  and excursions  involving  personalities  and their
homes, their work spaces and other elements of the culture of the celebrity,  in
an effort to achieve a casual  intimacy with those whom are typically  seen only
in highly mediated, artificial circumstances.

     We now plan to develop a "Coffee Table" book based on this popular feature.
We are currently in  negotiations  with several book  publishers to work a joint
venture with our company providing

                                                                               5

<PAGE>



the  content  and  the  book  publisher   providing  the  ancillary   costs  and
distribution.  We intend  to  publish  "Detour  Space"  to  generate  additional
revenue. However, there is no guarantee that a publishing partner will be signed
and the book successfully marketed.

     Advertising. Management believes that we have established a strong national
advertising base. During 2000, our advertising customers included, among others,
Bacardi, Bottega Veneta, Bombay Sapphire, Calvin Klein, Candies, Camel, Cartier,
Charles David,  Concord,  Diesel Jeans,  Evian,  Prada, Polo,  Playboy,  Emporio
Armani, Guess Jeans, Hugo Boss, Kahlua, Levi's, Louis-Boston,  L'Oreal, Mossimo,
Marlboro,  Polygram Films, Sky Vodka, Sony Music, MGM/United Artists, Universal,
Varda Versace, Phillips Electronics, Lexus Automobiles, Apple Computer, Altoids,
Beefeater Gin, Virginia Slims and Winston.

     Since  inception,  Detour  Magazine  has had  well  over  100  advertisers.
Advertising  revenues  accounted for  approximately  91.8% of our total revenues
during  2000.  Marlboro  accounted  for  approximately  5.6%  ($206,185)  of our
revenues  during  2000.  No  other  advertiser  accounted  for 5% or more of our
advertising revenues.

     Circulation/Distribution.   During  1999,  and  until  April  2000,  Detour
Magazine was distributed by Rider Circulation Services, Inc. Commencing with the
May 2000 issue,  the  magazine was  distributed  by Curtis  Circulation  Company
("Curtis"). Curtis is a leading international distributor,  allowing for broader
distribution of the magazine.

     Curtis  has been  performing  various  distribution  assignments  under the
direction of our newsstand consultants, MCC, in attempts to increase circulation
and sales  efficiency of the magazine.  Management  remains  optimistic that the
assignments  should  result in matching our major  competitors  in the number of
locations  of Detour  Magazine,  as well as place more copies of the magazine in
higher  traffic  potential  retailers.  Management is currently  focusing on Los
Angeles and New York to ensure the highest degree of sell- throughs.


     During  2000,  we  continued  to  implement  a  program  to  create  higher
visibility in key transportation and community outlets. Our newsstand consultant
coordinates this plan between the publisher and our distributor.  Point of sales
programs in airports, bus and train terminals and metro newsstands has been only
curtailed  due to lack of funds.  The  Company's  ability to develop  new retail
display opportunities is subject to its ability to raise additional funds.


     Readership Profile.  Detour Magazine's reputation as a cutting-edge fashion
and entertainment magazine has translated into a readership profile comprised of
an attractive audience for

                                                                               6

<PAGE>



advertisers.  Detour's  average  reader is a 29 year old  professional,  with an
average  income in excess of  $75,000+  per year.  Over 60% of the  readers  are
single,  and 74% percent have obtained  college  degrees.  The average reader of
Detour spends over $15,000 per year on clothing and dines out 2.6 times per week
based upon a reader's survey conducted in Detour Magazine during the year 2000.


     Editorials.  The Company remains committed to its  long-standing  editorial
mission:   to  be  the  premier  urban   avant-garde   publication   devoted  to
entertainment,  fashion lifestyle and contemporary  social issues. It's targeted
audience  of  affluent,  educated  and  creative  professionals  thrives  on new
information about the latest cultural trends.  Long before assimilating into the
mainstream,  styles and trends begin on the margins,  which is where Detour,  as
its name implies,  derives its sensibility - off the beaten path, miles from the
safe, familiar, well-paved roads of the pop-culture highway.


     Over the past year, in a dual effort to reinforce its image as an essential
fashion  resource and to attract  coveted fashion  advertisers,  the Company has
featured 30-60 pages of fashion pictorials in each issue and it is expected that
the Company will continue to do so in the future.  In addition,  the Company has
expanded  its style  coverage  to include  service  pages  devoted to health and
beauty,  as  well  as  profiles  of  new  stores,   restaurants,   products  and
accessories, all of which provide enhanced opportunities for advertisers.

     During 2000, we continued  the editorial  changes made in 1999 to include a
sex  column,  an Internet  column and  articles  emanating  from New York to Los
Angeles.

     To fine-tune  the  magazine's  visual  appeal,  in late 1999 we engaged two
design consultants who assist with everything from image materials such as media
kits and business cards, to the magazine's layouts,  typefaces,  photography and
fashion editorials.  The senior consultant,  Mark Balet, is a designer with more
than 20 years experience,  including lengthy tenure at Interview  Magazine under
Andy  Warhol,  as well as  creative  supervision  of  numerous  major  books and
advertising  campaigns for Ralph Lauren and other major fashion  companies.  The
other  consultant,  Tony Moxham,  was art director of  Interview  Magazine,  and
recently lent his expertise to ad campaigns for such clients as Versace and Gap.

     As of the date of this Report,  we are continuing to experience severe cash
shortages.  As a result,  these consultants are no longer engaged by the Company
to provide such services.

                                                                               7

<PAGE>



NEW BUSINESS STRATEGY

     During  2000,  management  continued  to  develop a broad  operational  and
financial strategic plan to transform our company from a magazine publisher into
an  integrated,  full service media company.  Detour's  intention is to create a
media  company by  leveraging  our brand in digital  and  traditional  channels.
Indicative of our intentions,  our name was changed from Detour Magazine Inc. to
Detour Media Group, Inc. in March 2001.

     This strategy calls for us to:


     -    Utilize  our  core  competency  -  print   publishing  -  into  custom
          publishing, the Internet and media consulting.


     -    Provide key  marketing  solutions  for Internet  companies  seeking to
          expand their platform by providing  services  ranging from advertising
          to production, printing and circulation.

     -    Provide  clients with  immediate  expertise  allowing  them to achieve
          rapid market penetration.


     -    Develop an integrated cross-media partnership of traditional brand and
          technology.

     -    Acquire profitable media companies as a primary strategy.


     -    Develop joint Internet ventures that will increase  revenues,  without
          significant expenditures.

     This  strategy  also  calls  for our  operations  to be  broken  into  five
divisions:

     -    Detour Custom Publishing
     -    Detour Music
     -    Detour Events
     -    Detour Online
     -    Detour Magazine

     Management  estimates  that  approximately  $1.5 million in capital will be
required to implement this aspect of our new business  strategy.  As of the date
of this  Report,  we do not have any capital  readily  available  to allow us to
implement  this aspect of our new strategy.  We are currently  negotiating  with
several major  independent music companies in order to establish a joint venture
relationship  or other  strategic  alliance in order to assist us in  developing
this plan. In addition, we are currently negotiating with two highly experienced
and visible music entertainment  executives to create the Detour Music division.
As of the date of this  Report,  no  definitive  agreement  has been  reached in
either regard and there can be no assurances that such

                                                                               8

<PAGE>



relationships  will  be  established  in the  future.  See  "Part  II,  Item  6,
Management's Discussion - Liquidity and Capital Resources."

     During 2000,  Detour  Online  completed and launched  www.DetourTV.com  and
www.DetourMag.com (f/k/a www.iDetour.com), two Internet web sites. We terminated
the relationship with OpenSpace.com and LoadTV.com.


     During 2001, we utilized a distribution  agreement  between Kick Media, our
website  developer,   and  Microsoft  Windows  Media.  Through  this  agreement,
DetourTV.com  provided  content to Windows  Media in  exchange  for  traffic and
branding for the Company.  Detour does not have a direct contract with Microsoft
Windows  Media.  Popular  features  include red carpet  footage  from  Hollywood
events,  clips from the catwalk,  and behind the scenes stories that are covered
by Detour Magazine.

     While no  assurances  can be provided,  we plan to generate  additional  ad
revenue through  sponsorship on Detour Online. In addition,  we are providing an
extra value to our current print advertisers by including them on our site.


     Detour Custom Publishing

     Detour  Custom  Publishing  is  being  formed  to  capitalize  on our  core
publishing  competency  and to leverage  our  existing  editorial,  creative and
technical publishing skills.  Detour Custom Publishing is expected to specialize
in providing turnkey custom publishing  solutions to small-to-medium size online
companies.  Detour Custom  Publishing is also expected to help  companies  build
their brand,  generate revenues and develop cross-media  marketing solutions for
successful dot-com  companies.  The alliances are being structured to pay us all
hard costs  attendant to the  publication  and to share  revenue on a percentage
basis.  Through  Detour  Custom  Publishing,  we also plan to enter  into  joint
ventures or other  strategic  alliances  with existing  companies that intend to
extend their brand into print media, in order to generate revenue and extend our
core competency within a business model that creates no direct financial risk to
us.

     We initially  hoped to commence  this aspect of our  business  during 2000.
However,  as a result of poor  market  conditions  for many  Internet  companies
during  2000,  we  redirected  our plans to market  custom  publishing  to other
industries.  As a result,  the decline in the Internet space did not allow us to
properly attain our goal for 2000.

     During  2000,  we  published  the  Football  Preview  Edition for the Vegas
Insider. There were approximately 80,000 copies distributed by Curtis and we are
currently in  discussions  to renew a contract for 2001.  In addition,  Zentropy
Partners engaged us to provide a digital "Young Hollywood" supplement to Detour.
Approximately

                                                                               9

<PAGE>



80,000  copies  were  distributed.  For 2001,  we are  beginning  to see greater
interest in potential clients. We are represented by Creative Artist Agency, one
of the  world's  most  premier  talent  agencies.  The Company is  currently  in
discussions  to enter into a contract to publish Damez  Magazine which caters to
young female readers, but no definitive agreement has been reached.

     Detour Events

     Detour  Events  are a well  known  Hollywood  community  product.  Detour's
demographic appeal, upwardly mobile, urban 18-35 year old "opinion makers" is an
ideal target for certain advertisers.  We plan to create events in collaboration
with our advertisers interested in creating visibility with our target audience.
These events include movie  premieres,  parties,  fashion shows and other social
promotional activities.


     We anticipate  producing  these events on a cost plus markup,  to be billed
directly to the relevant advertisers.

     Our  business  plan also  calls for the  Company  to launch  Detour  Europe
through a strategic  alliance with Das Werk, A.G., one of our shareholders and a
leading  European-based  post-production  and media  company.  The Detour Europe
Magazine will have 80% content from Detour U.S. and 20% local content.

     All of the above  described  plans are contingent upon our ability to raise
additional  capital.  Failure to infuse  this  capital  will cause us to abandon
these projects, or otherwise limit the resources which are required to implement
our plans. See "Part II, Item 6, Management's Discussion - Liquidity and Capital
Resources and "Trends."


EMPLOYEES

     At May 8, 2001, we had 15 full time  employees,  including 7 persons in our
editorial  department,  4 in sales, 2 in administration  and 2 in our production
department. We engage additional persons on an "as needed" basis, depending upon
the number of projects in which we are involved,  on a part time or  independent
contractor basis.  Management  believes that our relationship with our employees
is satisfactory. No employee is a member of any union.

COMPETITION

     We compete with publicly and  privately  held  companies in the  publishing
business. Specifically,  management views Interview (circulation 150,000), Paper
(circulation 75,000) and Surface Magazine  (circulation 50,000) as our principal
magazine competitors, each of whom are believed to have greater resources,

                                                                              10

<PAGE>



both financial and otherwise, than the resources presently available to us.

     While  there  are  numerous  competitors  in the print  magazines,  such as
Wallpaper,  Details  and Paper,  the  online  efforts  of most  competitors  are
minimal.  We believe  that the major  competition  for our site will be from the
mass market portals  Excite,  Yahoo,  et al., and to a lesser  extent,  from the
affinity  portals that appeal to segments of the Detour  audience,  e.g. TimeOut
and iVillage.


     Current  competitors  to  Detour  Magazine  have not  established  a strong
Internet  presence  beyond  providing an online  version of their print content.
Other major  fashion and  entertainment  print  titles  with  on-line  offerings
include Elle (ElleShop),  Glamour, GQ, In Style (Instylenetwork),  Mademoiselle,
People,  Playboy,  Rolling Stone and Spin.  However,  unlike these  competitors,
Detour Online will be offering a comprehensive  community site which extends its
existing  print brand to leverage  its strength in both cutting edge fashion and
entertainment.


     Portal/community/city guide sites:

     The major players include America  Online/Digital  City, Disney/Go Network,
Excite, Lycos, Microsoft/Sidewalk, Ticketmaster- City Search, TimeOut and Yahoo.
To date,  each of these  companies has been positioned to focus on capturing the
mass market on-line  audience.  Other more specialized sites within this segment
that are focused around gender or lifestyle  include  PlanetOut,  iVillage,  and
Women.com.  In contrast to these  competitors,  Detour Online offers specialized
content  appealing  across  genders to a "hipper" and less mass market  oriented
demographic.

     Online and traditional entertainment/media companies:

     Online  media  companies  include  CNet,  EOnline,  UltimateTV,  and ZDNet.
Traditional media company competitors include NewsCorp (Fox), Sony (SonyOnline),
Time-Warner (Pathfinder and Warner Online), and Viacom (Nickelodeon, MTV, etc.).

     We  believe  that  building  a strong  Detour  brand  based on  proprietary
content,  combined with our ability to deliver targeted audiences to advertisers
and the  overall  cost-effectiveness  of the  advertising  medium it offers  are
principal competitive advantages. However, many of our competitors,  current and
potential,  may have greater financial or technical resources, and we could face
additional  competitive  pressures that would have a material and adverse affect
on our business, results of operations and financial conditions.


                                                                              11

<PAGE>



TRADEMARKS

     We have been issued a federal registration of the trademark Detour with the
United States Patent and Trademark Office, Washington,  D.C. and the application
has been assigned a filing date of September 2, 1997, Serial No. 75-350798.

GOVERNMENT REGULATIONS

     We are not subject to any extraordinary  governmental  regulations relating
to our business.

ITEM 2. DESCRIPTION OF PROPERTY

     Our principal place of business consists of approximately 4,180 square feet
of advertising and executive office space at 7060 Hollywood  Blvd.,  Suite 1150,
Los Angeles,  California,  for which we pay rent of $6,270 per month. This space
is subject to a three year lease which  expires  November 30,  2001.  This lease
contains  cost of  living  increases.  As of the  date of  this  Report,  we are
reviewing our space  requirements and are beginning to seek out other locations.
However,  no  definitive  decision  has been made  concerning  this  matter.  In
addition, we presently lease approximately 2,200 square feet of executive office
space at 34 West 22nd.  St., 3rd Floor,  New York,  New York, at a rental fee of
$3,140 per month.  The primary  term of this lease  expired on January 31, 2000.
Since that time we have  maintained  this location on a month to month basis. We
are continuing  discussions with the landlord of this property about a long term
lease,  but as of the date of this  Report,  no  definitive  agreement  has been
reached.  It is anticipated  that our present  premises will be adequate to meet
our needs for the foreseeable future.

ITEM 3. LEGAL PROCEEDINGS

     By notice  dated March 30, 2000,  the staff of the Salt Lake City  District
Office of the Securities  and Exchange  Commission  ("SEC" or "the  Commission")
notified  us and our  Chairman  that  it was  recommending  to the  SEC  that an
enforcement  action  be  filed  against  both us and our  Chairman  relating  to
accuracy  of  certain  of  our  financial  statements  in  1997  and  1998.  The
recommended  enforcement  action was based on: (i) the improper  presentation of
certain  quarterly  financial  information;  and (ii) the  failure  to record in
accordance with generally accepted accounting principles the proper compensation
expense  resulting  from the  issuance  to  consultants  in 1997 of  options  to
purchase  4,400,000  shares of common  stock.  According  to the notice from the
Commission,  the SEC anticipates  alleging that we had violated Section 17(a) of
the Securities Act of 1933, and Section 10(b) of the Securities  Exchange Act of
1934,  rule  10b-5,  Section  13(a)  of  the  Exchange  Act  and  various  rules
promulgated thereunder.


                                                                              12

<PAGE>



     We believed that the issue  regarding  improper  presentation  of quarterly
financial  information relates to our averaging of certain costs and expenses in
certain  quarterly  periods in 1997 and 1998 instead of calculating  these costs
and  expenses  precisely.  To comply with the staff's  requirement,  we would be
required to determine  the actual costs and expenses for the affected  quarters.
The  second  issue   related  to  whether  we  recorded  the  proper  amount  of
compensation  expense in  connection  with the  issuance  of the  options to the
consultants.  We recorded an expense of $21,991,  based on the exercise price of
the options of $.005 per share.  We understand  that the staff believes that the
expense  should be the fair market  value of the options at the time the options
were issued. Under generally accepted accounting principles, any such additional
compensation   expense  in  connection  with  the  options  would  result  in  a
corresponding  increase in our paid-in  capital.  Thus,  while the expense would
increase our net loss for 1997, the paid-in capital would be similarly increased
and there would be no change to our total deficit in stockholders'  equity as of
the end of 1997.

     In 2000,  we advised the staff that we wished to cooperate  fully and reach
an agreement on an appropriate  remedy to resolve this matter. We had determined
to restate our financial statements to address the concerns raised by the staff.

     On November 22, 2000, the Commission issued a  cease-and-desist  proceeding
pursuant  to Section 8A of the  Securities  Act of 1933 and  Section  21C of the
Securities  Exchange Act of 1934. The Commission ordered us to amend our filings
with the  Commission to properly  reflect our financial  condition and operating
results,  and as required by Section 13(b)(2) of the Exchange Act, make and keep
books,  record and accounts which, in reasonable  detail,  accurately and fairly
reflect the transactions and dispositions of our assets.  The Commission further
ordered  us to devise  and  maintain a system of  internal  accounting  controls
sufficient  to  provide   reasonable   assurances   that,  among  other  things,
transactions  are recorded as necessary to permit the  preparation  of financial
statements in conformity with generally accepted accounting principles.  We have
advised the Commission of our intention to amend our filing with the Commission.


     We have been named as a defendant in several  other  lawsuits in the normal
course of our business.  With the exception of one  prospective  matter,  in the
opinion of management,  the  liabilities,  if any,  resulting from these matters
will not have a material affect on our financial statements.  See "Part II, Item
6, Management's Discussion - Liquidity and Capital Resources."



                                                                              13

<PAGE>



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

     On March 31,  2001,  we held our  annual  meeting of  shareholders.  At the
meeting,  our shareholders  adopted the following matters:  (i) approved two (2)
amendments to our Articles of Incorporation,  including changing the name of our
company to "Detour Media Group,  Inc." and increased the authorized Common Stock
from 25,000,000 shares to 100,000,000  shares;  (ii) re-elected  Messrs.  Stein,
Left and Nesis to our Board of  Directors,  to hold office until the next Annual
Meeting of Shareholders or until their respective  successors have been elected;
and (iii)  approved the  appointment  of Grant  Thornton LLP as our  independent
accountants,  to audit our books and records for the fiscal year ending December
31, 2001.



                                                                              14

<PAGE>



                                     PART II

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

     (a)  Market  Information.  Our  common  stock  is  traded  on the  National
Association of Securities Dealers OTC Bulletin Board. The table below sets forth
the reported high and low bid prices for the periods  indicated.  The bid prices
shown  reflect  quotations  between  dealers,  without  adjustment  for markups,
markdowns or  commissions,  and may not  represent  actual  transactions  in our
securities.

                                                      Bid Price
         Quarter Ended                             High       Low
         -------------                            ----------------

         March 31, 1999                           $0.47     $0.18
         June 30, 1999                            $0.52     $0.30
         September 30, 1999                       $0.51     $0.18
         December 31, 1999                        $0.23     $0.14

         March 31, 2000                           $1.02     $0.17
         June 30, 2000                            $1.09     $0.375
         September 30, 2000                       $1.01     $0.53
         December 31, 2000                        $0.688    $0.22

     As of May 8, 2001,  the closing bid and asked price of our common stock was
$0.14 bid, $0.17 asked.

     (b) Holders.  As of April 16, 2001, there were 100 holders of record of our
common  stock,  not  including  those  persons who hold their  shares in "street
name."

     (c) Dividends.  We did not pay any dividends on our common stock during the
two  years  ended  December  31,  2000.  Pursuant  to the  laws of the  State of
Colorado,  a  corporation  may not issue a  distribution  if,  after  giving its
effect, the corporation would not be able to pay its debts as they became due in
the usual course of business,  or such corporation's  total assets would be less
than the sum of their total liabilities plus the amount that would be needed, if
the corporation were to be dissolved at the time of the distribution, to satisfy
the  preferential  rights upon  dissolution of shareholders  whose  preferential
rights are superior to those receiving the distribution. As a result, management
does not  foresee  that we will have the ability to pay a dividend on our common
stock in the  fiscal  year  ended  December  31,  2001.  See "Part  II,  Item 7,
Financial Statements."

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     The following  discussion  should be read in  conjunction  with our audited
financial statements and notes thereto included herein.

                                                                              15

<PAGE>



In  connection  with,  and  because  we desire to take  advantage  of, the "safe
harbor" provisions of the Private  Securities  Litigation Reform Act of 1995, we
caution readers  regarding  certain forward looking  statements in the following
discussion  and elsewhere in this Report and in any other  statement made by, or
on our behalf, whether or not in future filings with the Securities and Exchange
Commission.  Forward  looking  statements are statements not based on historical
information and which relate to future operations, strategies, financial results
or other  developments.  Forward looking  statements are necessarily  based upon
estimates and assumptions that are inherently  subject to significant  business,
economic and  competitive  uncertainties  and  contingencies,  many of which are
beyond our control and many of which, with respect to future business decisions,
are subject to change.  These  uncertainties and contingencies can affect actual
results and could cause actual results to differ materially from those expressed
in any  forward  looking  statements  made by, or our behalf.  We  disclaim  any
obligation to update forward looking statements.

     The  following  information  is intended to highlight  developments  in our
operations,  to present the results of our  operations,  to identify  key trends
affecting our business and to identify  other  factors  affecting our results of
operations for the fiscal years ended December 31, 2000 and 1999.

RESULTS OF OPERATIONS

     Comparison of Results of Operations for the fiscal years ended December 31,
2000 and 1999


     Total revenues  increased from $3,335,912 in 1999 to $3,995,820 in 2000, an
increase  of  $659,908  (20%).  This  increase  was  attributable  to  increased
advertising  revenues,  as well as revenues  derived from our custom  publishing
operation,  which  we  commenced  in 2000.  This was  offset  by a  decrease  in
newsstand and subscription revenue in 2000.

     Costs of sales were $2,467,872 in 1999,  compared to $2,804,395 in 2000, an
increase of $336,523  (14%).  This was due primarily to the  publication  of one
additional  issue and the increased  costs caused by our need to use alternative
and  higher  priced  sources  attributable  to our lack of working  capital  and
impaired credit.

     Selling,  general and  administrative  expenses  were  $1,870,152  in 1999,
compared to $6,141,071 in 2000, an increase of $4,270,919 (228%).  This increase
was   attributable  to  excessive   costs  and  expenses  in  outside   services
($2,058,104),   settlement  expenses  ($453,600),   legal  and  accounting  fees
($396,734) and financial marketing expenses  ($672,509),  all caused as a result
of our impaired financial condition and need to incur these expenses in order to
attempt to procure new financing,  as well as related to costs  associated  with
attempts to modify existing financing


                                                                              16

<PAGE>




obligations. These costs also include the value of our common stock and warrants
which we issued in lieu of cash fees due to third parties.

     Our interest  expense  increased  from $683,616  during 1999, to $1,150,790
during 2000, as a result of additional borrowings during 2000.

     As a result,  we  incurred a net loss of  $(6,100,436)  in 2000  ($0.30 per
share) as compared to our net loss of $(1,297,958) ($.08 per share) in 1999.


LIQUIDITY AND CAPITAL RESOURCES


     At December 31, 2000, we had $71,598 in cash. Accounts receivable increased
to  $397,447  from  $193,012  for the  similar  period in 1999,  an  increase of
$204,435 (106%).  The increase is primarily due to the sale of a majority of the
Company's  advertising  accounts  receivable  at December  31,  1999,  which was
discontinued  throughout  fiscal  2000.  This was  offset  by a  decline  in the
Company's newsstand receivable at December 31, 2000.

     In  December  2000,  we  entered  into  a new  factoring  arrangement  with
Receivable  Financing  Corp.,  Boca  Raton,  Florida  ("RFI").  The  majority of
factoring provided by RFI is on a non-recourse  basis. On average,  we pay a fee
to RFI of  approximately  4.5%  per  month.  We  estimate  that we  will  factor
approximately  $2.5  million per annum in accounts  receivable  with RFI.  RFI's
maximum fee for factoring our  receivables is 9% per month,  with a hold back of
11% on each  invoice  until  receipt  of  funds.  Therefore,  RFI  will  only be
factoring 89% of our total eligible domestic advertising receivables.


     We have numerous outstanding notes payable, including the following:

     In August 1998, we obtained a loan in the principal amount of $550,000 from
IBF Special Purpose Corporation II to be used for general working capital.  This
loan  currently  bears interest at the default rate of 28% per annum and was due
December 19,  1998,  including a one-time  extension  fee paid to this lender of
$5,500.  In December 1998, we repaid $27,500 of the principal  balance.  We have
also paid all interest  which had accrued  through June 30, 2000. In April 2001,
we  tendered a payment of  $170,000  on this  obligation,  primarily  applied to
accrued  interest;  however,  the loan remains in default and we are  continuing
negotiations  with the lender to work out a proposed  repayment  plan. As of the
date of this  Report,  no  definitive  agreement  has  been  reached.  Prior  to
tendering the most recent payment referenced herein, we did receive a demand for
payment, along with a threat of litigation if we failed to adhere to the demand.
However,  as of the date of this  Report,  no action  has been  filed.  The loan
provides for an exit

                                                                              17

<PAGE>



fee  equal  to 3% of  the  original  principal  amount  of the  loan  ($16,500).
Management  is  currently  reviewing  our  options  regarding  this  obligation,
including  seeking out other long-term  lenders.  However,  no assurances can be
provided that such other  arrangement  will be made to satisfy this  obligation.
This loan is  secured  by  1,000,000  shares of our  common  stock,  which  were
provided by 7 shareholders,  including Mr. Stein, who tendered 190,000 shares as
part of the security.  Mr. Stein has also personally guaranteed this obligation.
Upon information and belief,  we believe that this lender has begun  foreclosing
on the shares of common  stock held as security for the loan but, as of the date
of this Report, no shares have been sold to satisfy this obligation.

     In December 1999, we obtained a $200,000 loan from  Sigmapath  Corporation,
which  accrues  interest  at the rate of 6% per annum and became due on March 8,
2000.  We paid $100,000 on this  obligation.  In March 2001, an action was filed
against  us by an officer  of  Sigmapath  to  collect  the  balance of  $100,000
remaining  due.  However,  this action was  dismissed  by the court  because the
plaintiff who brought the action was not the proper party in interest. Since its
dismissal,  we have not heard  anything  from this lender,  nor  otherwise  been
advised of any further action being brought.


     At December  31,  2000,  we had nine other notes  payable in the  aggregate
principal  amount of $937,421,  bearing interest at rates ranging from 8% to 14%
per annum,  all of which  require a monthly or  quarterly  payment of  principal
and/or interest.  Except for one note in the principal amount of $77,972,  these
notes are due on demand.

     In June,  2000, the Company issued a 5 year, 10%  Convertible  Debenture to
five  investors for aggregate  proceeds of  $1,000,000.  These  Debentures  also
contained  warrants to purchase  250,000 shares of the Company's common stock at
exercise  prices of $.515 per warrant for 125,000 of the warrants and $.5859 per
warrant for the remaining 125,000  warrants.  The Debentures may be converted at
any time during a three year term at a  conversion  price equal to the lesser of
$.90 per share,  or 80% of the average  three  lowest  closing bid prices of the
Company's common stock during the 22 day trading period prior to conversion. The
Company also has the right to repurchase all or any portion of these  Debentures
at a purchase  price of 135% of the  issuance  price.  Failure of the Company to
register the relevant  securities or repurchase  the  Debentures  will cause the
Company to be charged 2% per month as a penalty.  As of the date of this Report,
management intends to repurchase these Debentures. However, no assurances can be
provided  that the Company will have  sufficient  funds  available to repurchase
these Debentures.

     In 1995, our majority  stockholder  loaned us $932,313.  In 1996, this note
was converted to a demand note, bearing interest at


                                                                              18

<PAGE>




the rate of 12% per annum. In 1996, this stockholder  subsequently assigned this
Note to JCM Capital Corp., a minority  stockholder,  who, upon  information  and
belief, has assigned portions of this note to other unaffiliated  parties.  This
note  is  secured  by  substantially  all of our  assets,  except  for  accounts
receivable.  Accrued  interest payable to this stockholder at December 31, 2000,
totaled  $525,000.  Interest  expense for this note was  $112,000 for the fiscal
year ended December 31, 2000.

     Advances  from  stockholder   represent   advances  made  by  our  majority
stockholder  for working capital  purposes.  At September 30, 2000, the advances
bore  interest at 8% per annum and were  payable on demand.  In March 2000,  our
majority  stockholder  agreed to reduce the annual interest rate to 8% from 12%,
effective  January  1,  2000,  and modify  the  repayment  terms.  Under the new
repayment terms, the advances are repayable in monthly principal installments of
$42,000 commencing January 1, 2001. However, we must use at least 25% of the net
proceeds of any financing received by us to repay the advances.  Further, all of
the advances are due and payable in full at such time as we have received equity
financing of at least $10 million. At December 31, 2000, $2,556,021 of principal
was outstanding and classified as short-term.  Accrued  interest payable to the
majority stockholder at December 31, 2000, totaled $770,537. Interest expense on
the advances was $298,000 for the year ended December 31, 2000.

     The  Company is in default  in several of these  obligations  and some have
demanded repayment of the outstanding principal and interest.  Management of the
Company is  currently  negotiating  with each of these  creditors  to extend the
repayment  terms  until  such  time  that  cash  from  operating  activities  is
sufficient to service the debt. These negotiations may require  modifications to
the  interest  rate  and/or  issuance  of the  Company's  common  stock to these
creditors.  If the Company were unable to  renegotiate  the  repayment  terms of
their notes payable, the impact could be severe.


TRENDS


     In order to implement our business  strategy  described  herein, we need to
raise a minimum  of two  million  dollars of  capital.  Without  the  additional
capital,  it will be  necessary to abandon our plans for Detour Music and Detour
Europe.  In addition,  we will be required to continue to  substantially  reduce
costs for the magazine and sustain our existing  advertising revenue or grow the
circulation  base.  In the  event  all  current  discussions  terminate  without
additional  capital,  we will have to enter a joint publishing  arrangement with
other magazine publishers or liquidate.



                                                                              19

<PAGE>



INFLATION

     Although our operations are influenced by general economic  conditions,  we
do not believe that inflation had a material affect on our results of operations
during 2000.

ITEM 7.  FINANCIAL STATEMENTS

                                                                              20

<PAGE>


















                              Financial Statements
             and Report of Independent Certified Public Accountants
                            DETOUR MEDIA GROUP, INC.
                   (Formerly known as Detour Magazine, Inc.)
                            December 31,2000 and 1999












                                                                              21

<PAGE>







                                 C O N T E N T S



                                                                            Page
                                                                            ----

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                           F-1

FINANCIAL STATEMENTS

       BALANCE SHEET                                                         F-2

       STATEMENTS OF OPERATIONS                                              F-3

       STATEMENT OF DEFICIT IN STOCKHOLDERS' EQUITY                          F-4

       STATEMENTS OF CASH FLOWS                                              F-6

       NOTES TO FINANCIAL STATEMENTS                                         F-8










                                                                              22

<PAGE>





               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Stockholders
Detour Media Group, Inc.

We have  audited the  accompanying  balance  sheet of Detour  Media  Group,  Inc
(formerly  known as Detour  Magazine,  Inc.) as of December  31,  2000,  and the
related statements of operations, deficit in stockholders' equity and cash flows
for the years ended December 31, 2000 and 1999.  These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit 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.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Detour Media Group, Inc. as of
December 31, 2000,  and the results of its operations and its cash flows for the
years ended December 31, 2000 and 1999, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note C to the  financial
statements,  the Company has sustained  losses from  operations in recent years,
its total  liabilities  exceed its total assets and it has a net working capital
deficiency;  these  factors,  among others,  raise  substantial  doubt about its
ability to continue as a going  concern.  Management's  plans in regard to these
matters are also  described in Note C. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.


Grant Thornton L.L.P.

Los Angeles, California
April 16, 2001


                                       F-1

                                                                              23
<PAGE>


                            Detour Media Group, Inc.
                    (formerly known as Detour Magazine, Inc.)
                                  BALANCE SHEET
                                December 31, 2000


                                     ASSETS

CURRENT ASSETS
  Cash                                                         $     71,598
  Accounts receivable, less allowance
    for doubtful accounts of $246,962                               397,447
  Prepaid expenses                                                   11,599
                                                               ------------

           Total current assets                                     480,644


FURNITURE AND EQUIPMENT, net                                         42,753



DEPOSITS AND OTHER ASSETS                                            16,125
                                                               ------------

                                                               $    539,522
                                                               ============

LIABILITIES AND DEFICIT IN STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued expenses                        $  1,957,614
  Current maturities of notes payable                             2,559,921
  Accrued interest payable                                          145,204
  Advances from stockholder                                       2,556,021
  Note payable to stockholder                                       932,313
  Accrued interest payable to stockholders                        1,296,037
                                                               ------------

           Total current liabilities                              9,447,110


NOTES PAYABLE, less current maturities                              160,000


COMMITMENTS AND CONTINGENCIES                                             -

DEFICIT IN STOCKHOLDERS' EQUITY
  Preferred sotck, $.01 par value
   10,000,000 shares authorized,
   none issued and outstanding                                            -
  Common stock, $0.001 par value,
   100,000,000 shares authorized,
   22,914,769 shares issued and outstanding                          22,915
  Additional paid-in capital                                      9,008,872
  Unamortized debt issuance costs                                  (123,708)
  Accumulated deficit                                           (17,975,667)
                                                               ------------

           Total deficit in stockholders' equity                 (9,067,588)
                                                               ------------

                                                               $    539,522
                                                               ============


        The accompanying notes are an intregral part of this statement.

                                       F-2

                                                                              24
<PAGE>

<TABLE>

                            Detour Media Group, Inc.
                    (formerly known as Detour Magazine, Inc.)
                            STATEMENTS OF OPERATIONS
                            Years ended December 31,



<CAPTION>
                                                               2000         1999
                                                           -----------  -------------
<S>                                                        <C>          <C>
Revenue
    Advertising                                            $ 3,670,035  $   2,863,125
    Newsstand and subscription, net of returns                 325,785        472,787
                                                           -----------  -------------

                    Total revenue                            3,995,820      3,335,912
                                                           -----------  -------------

Cost and expenses
    Cost of sales and other direct expenses                  2,804,395      2,467,872
    Selling, general and administrative expenses             6,141,071      1,870,152
                                                           -----------  -------------
                                                             8,945,466      4,338,024
                                                           -----------  -------------

                    Loss from operations                    (4,949,646)    (1,002,112)
                                                           -----------  -------------

Other expenses
    Interest expense, net                                   (1,150,790)      (683,616)
    Asset impairment charge                                          -       (198,581)
    Loss on disposal of assets                                       -         (9,048)
                                                           -----------  -------------

                    Total other expenses                    (1,150,790)      (891,245)
                                                           -----------  -------------

                    Net loss before extraordinary item      (6,100,436)    (1,893,357)

Extraordinary gain on extinguishment of debt                         -        595,399
                                                           -----------  -------------

                    Net loss                               $(6,100,436) $  (1,297,958)
                                                           ===========  =============

Loss per share of common stock (basic and diluted)
    Net loss before extraordinary item                     $     (0.30) $       (0.12)

    Extraordinary gain on extinguishment of debt                     -           0.04
                                                           -----------  -------------

    Net loss per share                                           (0.30)         (0.08)
                                                           ===========  =============

        The accompanying notes are an intregral part of this statement.

</TABLE>
                                       F-3

                                                                              25


<PAGE>

<TABLE>
                            Detour Media Group, Inc.
                    (formerly known as Detour Magazine, Inc.)
            STATEMENT OF DEFICIT IN STOCKHOLDERS' EQUITY Years ended
                           December 31, 2000 and 1999



<CAPTION>
                                                             Common Stock     Additional   Unamortized
                                                         -------------------   Paid-in        Debt        Accumulated
                                                            Share    Amount    Capital    Issuance Costs    Deficit        Total
                                                         ----------  -------  ----------  --------------  ------------  ------------
<S>                                                      <C>         <C>      <C>         <C>             <C>           <C>
Balance at January 1, 1999                               15,362,669  $15,362  $4,850,066  $            -  $(10,577,273) $(5,711,845)


Sale of restricted common stock                             200,000      200      49,800               -             -       50,000

Issuance of  restricted common stock
   to employees for compensation                            440,000      440     120,560               -             -      121,000

Net loss for the year                                             -        -           -               -    (1,297,958)  (1,297,958)
                                                         ----------  -------  ----------  --------------  ------------  -----------


Balance at December 31, 1999                             16,002,669   16,002   5,020,426               -   (11,875,231)  (6,838,803)

Sale of restricted common stock, net of
   costs of $317,312                                      4,000,000    4,000   1,178,688               -             -    1,182,688

Issuance of restricted common stock in connection
   with short-term borrowings                               150,000      150      58,350               -             -       58,500

Issuance of restricted stock in connection
   with convertible debentures                              500,000      500     147,950        (123,708)            -       24,742

Beneficial conversion feature of convertible debentures           -        -     212,687               -             -      212,687

                                       F-4

                                                                              26
<PAGE>
<CAPTION>
                                                             Common Stock     Additional   Unamortized
                                                         -------------------   Paid-in        Debt        Accumulated
                                                            Share    Amount    Capital    Issuance Costs    Deficit        Total
                                                         ----------  -------  ----------  --------------  ------------  ------------
<S>                                                      <C>         <C>      <C>         <C>             <C>           <C>
Issuance of restricted common stock in exchange
   for release from consulting agreement                    600,000      600     393,000               -             -      393,600


Issuance of restricted common stock for services          1,412,100    1,413     728,137               -             -      729,550


Conversion of note payable to common stock                  250,000      250     209,750               -             -      210,000

Fair value of warrants issued for services                        -        -   1,059,884               -             -    1,059,884

Net loss for the year                                             -        -           -               -    (6,100,436)  (6,100,436)
                                                         ----------  -------  ----------  --------------  ------------  ------------

                                                         22,914,769  $22,915  $9,008,872  $     (123,708) $(17,975,667) $(9,067,588)
                                                         ==========  =======  ==========  ==============  ============  ===========

         The accompanying notes are an integral part of this statement.
</TABLE>

                                       F-5



                                                                              27
<PAGE>
<TABLE>

                            Detour Media Group, Inc.
                    (formerly known as Detour Magazine, Inc.)
                            STATEMENTS OF CASH FLOWS
                            Years ended December 31,



<CAPTION>
                                                                 2000         1999
                                                              -----------  -----------
<S>                                                           <C>          <C>
Cash flows from operating activities:
    Net loss                                                  $(6,100,436) $(1,297,958)
    Adjustments to reconcile net loss to net cash
       used in operating activities:
          Extraordinary gain on extinguishment of debt                  -     (595,399)
          Amortization of debt issuance costs                      24,742            -
          Amortization of intangibles                                   -       62,709
          Asset impairment charge                                       -      198,581
          Depreciation of furniture and equipment                  22,049       39,547
          Loss on disposal of property and equipment                    -        9,048
          Issuance of restricted common stock for:
             Services                                             729,550      121,000
             Release from consulting agreement                    393,600            -
          Issuance of restricted common stock in connection
             with short-term borrowings                            58,500            -
          Issuance of restricted common stock in connection
             with debt conversion                                  60,000            -
          Warrants issued for services                          1,059,884            -
          Expense of beneficial conversion feature of the
             convertible debentures                               212,687            -
          Increase in accounts receivable                        (204,435)    (116,216)
          Decrease in prepaid expenses                             87,588       48,197
          Decrease (increase) in employee advances                 46,500      (46,500)
          Increase in other assets                                   (615)           -
          Increase (decrease) in accounts payable
             and accrued expenses                                 960,125     (203,698)
          Decrease in unexpired subscriptions                     (83,515)     (55,317)
          Increase in accrued interest payable                    513,666      425,289
                                                             ------------  -----------

                Net cash used in operating activities          (2,220,110)  (1,410,717)
                                                             ------------  -----------


                                       F-6

        The accompanying notes are an integral part of these statements.
                                                                              28
<PAGE>

                            Detour Media Group, Inc.
                    (formerly known as Detour Magazine, Inc.)
                      STATEMENTS OF CASH FLOWS - CONTINUED
                            Years ended December 31,



<CAPTION>
                                                                 2000         1999
                                                              -----------  -----------
<S>                                                           <C>          <C>
Cash flows from investing activities:
    Purchases of furniture and equipment                      $   (15,656) $    (6,939)
                                                              -----------  -----------

Cash flows from financing activities:
    Proceeds from short term borrowings                                 -      873,568
    Principal repayments of short term borrowings, net           (731,626)     (96,978)
    Proceeds from long term borrowings                          1,160,000            -
    Advances from stockholder                                     765,754      382,155
    Proceeds from issuance of common stock, net                 1,182,688       50,000
                                                              -----------  -----------

                Net cash provided by financing activities       2,376,816    1,208,745
                                                              -----------  -----------

                Net increase (decrease) in cash                   141,050     (208,911)

Cash (overdraft) at beginning of year                             (69,452)     139,459
                                                              -----------  -----------

Cash (overdraft) at end of year                               $    71,598  $   (69,452)
                                                              ===========  ===========

Supplemental disclosures of cash flow information
 Cash paid during the years for:
       Interest                                               $   105,148  $   128,831
                                                              ===========  ===========

       Income taxes                                           $         -  $       800
                                                              ===========  ===========

Noncash investing and financing activities:

     One creditor converted its debt into common stock. The principal balance of
     the debt was $150,000 at the time of  conversion.  In  connection  with the
     debt conversion,  the Company issued an additional  72,000 shares of common
     stock to the creditor  resulting in a noncash financing charge (included in
     interest expense) of $60,000.



         The accompany notes are an integral part of these statements.
</TABLE>

                                       F-7

                                                                              29

<PAGE>

                            Detour Media Group, Inc.
                    (formerly known as Detour Magazine, Inc.)
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2000 and 1999


NOTE A - DESCRIPTION OF BUSINESS

     Detour Media Group,  Inc.  formerly known as Detour  Magazine,  Inc.,  (the
     "Company"), was incorporated under the laws of the State of Colorado on May
     18, 1990.  The Company is in the business of  publishing  an  international
     fashion  and  entertainment  magazine.  The  Company  derives  its  revenue
     primarily from advertising, with the balance from circulation. The magazine
     is published ten times a year with two double issues per year.


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Revenue Recognition
     -------------------

     Periodicals published and distributed are sold on a fully returnable basis.
     Revenue  and  related  costs  are  recognized  at the  on-sale  date and an
     allowance  for returns is  established  based upon  historical  experience,
     current events and assumptions about future events.  Management reviews and
     revises  the  estimate  for  returns  periodically.  Adjustments  to income
     resulting  from  such  revisions  are  recorded  in the year in  which  the
     revisions are made.

     Revenue  from the sale of  magazine  subscriptions,  net of  certain  costs
     related to their  procurement,  are deferred and  recognized as income over
     the term of the subscriptions.

     Advertising revenue is recorded net of agency commissions and is recognized
     at the on-sale date of related issues.

     Prepaid Publishing Expenses
     ---------------------------

     Certain  production  expenses and other prepaid  expenses related to future
     periodicals are incurred prior to sale. These costs are recorded as prepaid
     expenses and charged to cost of sales and other direct expenses at the time
     the related revenues are recognized.

     Furniture and Equipment
     -----------------------

     Furniture and equipment are stated at cost, less  accumulated  depreciation
     and amortization. Depreciation and amortization are provided for in amounts
     sufficient  to relate the cost of  depreciable  assets to  operations  over
     their estimated service lives.  Leased  improvements are amortized over the
     shorter of the lives of the respective  leases or over the service lives of
     the assets.  The  straight-line  method of  depreciation  is  followed  for
     substantially  all assets for financial  reporting and income tax purposes.
     The  estimated  lives used in  determining  depreciation  are five to seven
     years.


                                       F-8

                                                                              30

<PAGE>

                            Detour Media Group, Inc.
                   (formerly known as Detour Magazine, Inc.)
                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           December 31, 2000 and 1999



NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued


     Income Taxes
     ------------

     Income taxes are  accounted  for using the  liability  method,  under which
     deferred tax assets and liabilities are determined based on the differences
     between the financial  accounting and tax bases of assets and  liabilities.
     Deferred tax assets or liabilities at the end of each period are determined
     using the currently enacted tax rate expected to apply to taxable income in
     the periods in which the  deferred tax asset or liability is expected to be
     settled or realized.

     At  December  31,  2000,  the  Company has  approximately  $13,085,000  and
     $9,013,000 of federal and state net operating loss carryforwards  available
     to offset future taxable income. The losses expire at various years through
     2025 for federal  purposes  and 2015 for state  purposes.  The deferred tax
     asset related to these net operating  loss  carryforwards  is $5,103,000 at
     December 31,  2000.  There are no other  significant  deferred tax asset or
     liability amounts at December 31, 2000. In the opinion of management, it is
     more  likely than not that these  deferred  tax assets will not be realized
     and  therefore  a valuation  allowance  has been  recorded  for 100% of the
     deferred tax asset.

     The  provision  for  income  taxes  differs  from the  amount of income tax
     determined  by  applying  the  applicable  U.S.  statutory  rate due to the
     increase in the valuation allowance.

     Concentration of Credit Risk
     ----------------------------

     Financial  instruments that potentially  subject the Company to significant
     concentrations of credit risk consist primarily of accounts receivable. The
     Company has no significant off-balance sheet concentrations of credit risk,
     such  as  foreign   exchange   contracts,   option   contracts  or  hedging
     arrangements.  Accounts  receivable are typically unsecured and are derived
     from transactions  with and from customers  primarily located in the United
     States.  The Company performs  ongoing credit  evaluations of its customers
     and maintains  reserves for potential credit losses.  The Company maintains
     an allowance for doubtful accounts based on the expected  collectibility of
     accounts receivable.

     Fair Value of Financial Instruments
     -----------------------------------

     The  Company's  financial  instruments  consist of cash,  short-term  trade
     receivables and payables,  short-term and long-term  borrowings and amounts
     due to  stockholders.  The  carrying  values of cash and  short-term  trade
     receivables and payables  approximate their fair values. Based on borrowing
     rates currently  charged to the Company for financing,  the carrying values
     of the short-term and long-term  borrowings and amounts due to stockholders
     approximate their estimated fair values.

                                       F-9

                                                                              31
<PAGE>
                            Detour Media Group, Inc.
                   (formerly known as Detour Magazine, Inc.)
                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           December 31, 2000 and 1999

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

     Using Estimates
     ---------------

     In preparing  financial  statements in conformity  with generally  accepted
     accounting  principles,  management  is  required  to  make  estimates  and
     assumptions  that affect the reported amounts of assets and liabilities and
     the  disclosure of  contingent  assets and  liabilities  at the date of the
     financial statements and revenues and expenses during the reporting period.
     Actual results could differ from those estimates.

     Advertising Costs
     -----------------

     Advertising costs are expensed as incurred and included in selling, general
     and administrative expenses.  Advertising expenses amounted to $597,259 and
     $318,477 for the year ended December 31, 2000 and 1999, respectively.

     Segment Reporting
     -----------------

     The Company is  centrally  managed and  operates in one  business  segment:
     publishing.

     Loss per Share
     --------------

     Basic income (loss) per share excludes dilution and is computed by dividing
     net loss by the weighted  average number of common shares  outstanding  for
     the period.  Diluted income per share reflects the potential  dilution that
     could occur if options to acquire common stock were exercised. The weighted
     average  number of shares  used in the  basic  and  diluted  loss per share
     calculation  was  20,009,185 and 15,610,169 for the year ended December 31,
     2000 and 1999, respectively.  All potential common shares from the exercise
     of stock options and warrants have been  excluded from the  denominator  of
     the diluted  per-share  computation as a result of the net loss incurred by
     the Company in 2000 and 1999.

     Warrants to purchase  4,635,000 and  2,100,000  shares of common stock were
     not  included  in the  computation  of diluted  loss per share for the year
     ended  December  31,  2000  and  1999  because  to do so  would  have  been
     antidilutive for the periods presented.


                                      F-10

                                                                              32

<PAGE>
                            Detour Media Group, Inc.
                   (formerly known as Detour Magazine, Inc.)
                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           December 31, 2000 and 1999

NOTE C - GOING CONCERN MATTERS

     The accompanying financial statements have been prepared in conformity with
     generally accepted accounting principles, which contemplate continuation of
     the Company as a going  concern.  The Company  has  incurred  net losses of
     $6,100,436  and  $1,297,958  during the years ended  December  31, 2000 and
     1999. At December 31, 2000, the Company's  total  liabilities  exceeded its
     total  assets by  $9,067,588  and the  Company  had a net  working  capital
     deficiency of  $8,966,466.  The Company is also in default of certain notes
     payable.  These  factors,  among  others,  indicate that the Company may be
     unable to continue as a going concern.

     Management has developed a business plan that they believe will improve the
     operating  results of the  Company.  The primary  concept of the plan is to
     create strategic alliances in order to expand upon the Company's publishing
     base,  accelerate the custom  publishing  activities which commenced in the
     year 2000, and to exploit the "Detour" brand outside the publishing  arena.
     The plan  also  encompasses  consolidating  overhead  and  decreasing  debt
     through these alliances.

     Management is currently engaged in two separate  negotiations,  which could
     result in a stronger  advertising and  operational  base for publishing and
     distribution  in North America and also launch  Detour  Magazine in Europe.
     Also,  utilizing the Company's  existing  agreement  with Creative  Artists
     Agency and  relationships  with various  Internet  driven and  conventional
     companies  seeking to place their  content in magazine  format,  management
     believes it is positioned to expand upon its custom  publishing  revenue at
     relatively low cost.

     As a result of  current  negotiations  with a European  production  company
     already  invested in the Company,  management seeks to exploit the value of
     the "Detour"  brand to create a joint  venture of Detour TV  properties  in
     Europe without the burden of production or overhead costs.

     Finally,  management has been in discussions  with certain parties from the
     music industry in order to form a Detour music group alliance  encompassing
     music production, publishing and management.

     Going forward, significant amounts of additional cash will be needed to pay
     the costs to implement  the new business  plan and to fund losses until the
     Company is  profitable.  While there is no  assurance  that funding will be
     available to execute the plan,  the Company is continuing to seek financing
     to support its business plan and is exploring a number of  alternatives  in
     this  regard.  As  discussed  in Note L to the  financial  statements,  the
     Company has raised $739,000 (net of issuance costs of $50,000)  through the
     issuance of its common stock subsequent to December 31, 2000.

     To  implement   the  proposed   business   plan  and  to  fund   associated
     restructuring costs and operating losses, the Company also will be required
     to  restructure  certain  of  its  outstanding  debt  and  other  financing
     arrangements. Several alternatives are being considered.



                                      F-11

                                                                              33

<PAGE>

                          Detour Media Group, Inc.
                   (formerly known as Detour Magazine, Inc.)
                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           December 31, 2000 and 1999

NOTE C - GOING CONCERN MATTERS - Continued

     Management  believes  that,  despite  the  financial  hurdles  and  funding
     uncertainties  going  forward,  it has  developed a business  plan that, if
     successfully  funded and  executed,  can  significantly  improve  operating
     results.  The  support  of  the  Company's  vendors,  customers,   lenders,
     stockholders  and employees will continue to be key to the Company's future
     success.

     In view of the matters  described above,  recoverability of a major portion
     of the recorded  asset amounts shown in the  accompanying  balance sheet is
     dependent  upon  continued  operations  of the  Company,  which  in turn is
     dependent upon the Company's ability to meet its financing  requirements on
     a continuing  basis, to maintain present  financing,  and to succeed in its
     future operations.  The financial statements do not include any adjustments
     relating to the recoverability and classification of recorded asset amounts
     or amounts and classification of liabilities that might be necessary should
     the Company be unable to continue in existence.


NOTE D - ACCOUNTS RECEIVABLE

     During  1999,  the  Company  sold a majority  of its  advertising  accounts
     receivable to a finance company without recourse. The receivables were sold
     at a discount ranging from 3.99% to 10.64% on a pre-approved basis (average
     discount rate of 5% per month for 2000 and 1999), with a "hold-back" of 12%
     on each invoice until payment of the  receivables.  Therefore,  the finance
     company  was  only  factoring  88% of the  Company's  eligible  advertising
     receivables.  The finance company  provided certain credit services for the
     Company, such as obtaining credit reports on customers and collections.  In
     December 1999, the Company discontinued selling its accounts receivable and
     the remaining  amount due from the finance company at December 31, 1999 was
     not  significant.  In January 2001,  the Company began selling its accounts
     receivable to a different  finance company at terms similar to the previous
     financing  arrangement.  Finance fees for the year ended  December 31, 1999
     totaled  $117,524,  and is included in interest expense on the statement of
     operations. Proceeds received from the sales of accounts receivable in 1999
     are included in cash flows from  operating  activities in the statements of
     cash flows.


NOTE E - FURNITURE AND EQUIPMENT

     Furniture and equipment at December 31, 2000 consist of the following:

             Office equipment                                $ 171,055
             Furniture and fixtures                             63,666
                                                             ---------
             Less accumulated depreciation                    (191,968)
                                                             ---------
                                                             $  42,753
                                                             =========

                                      F-12

                                                                              34
<PAGE>


                          Detour Media Group, Inc.
                   (formerly known as Detour Magazine, Inc.)
                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           December 31, 2000 and 1999

NOTE F - NOTES PAYABLE

    Notes payable at December 31, 2000 consist of the following:

        Note payable to a financial institution, principal and
        unpaid interest was due in December  1998.  The note bore
        interest at 18% through its maturity date and currently
        bears  interest  at 28%.  The Company is in default of
        this  note,  which  is  personally  guaranteed  by the
        Company's  majority stockholder.                            $   522,500

        Note payable, principal and unpaid interest was due on
        March 8, 2000. The note  bears interest at 6%.  The note
        was not repaid on the due date and the Company is
        currently in default of this note.                              100,000

        Notes payable,  principal and unpaid interest was due on
        July 15, 1999. The note bore interest at 12% through
        maturity and currently bears interest at 14%.  The note
        was not repaid on the due date and the Company is
        currently in default of this note.                               77,972

        Convertible  debentures  maturing  on June 19,  2003.
        The  debentures  are issued to five creditors and bear
        interest at 10%. The  debentures  require quarterly
        interest only payments.                                       1,000,000

        Convertible  debentures  maturing in December,  2005.
        The  debentures  are issued  to  eight  creditors  and
        bear interest at 6%.  Principal and interest are due at
        maturity.                                                       160,000

        Eight notes payable,  bearing interest at rates ranging
        from 10% to 12% and requiring  monthly or quarterly
        interest payments.  All eight notes are payable on demand.      859,44
                                                                     ----------
                                                                      2,719,921
        Less current maturities                                       2,559,921
                                                                     ----------
        Long-term portion                                            $  160,000
                                                                     ==========


                                      F-13

                                                                              35
<PAGE>

                        Detour Media Group, Inc.
                   (formerly known as Detour Magazine, Inc.)
                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           December 31, 2000 and 1999

NOTE F - NOTES PAYABLE - Continued

     In connection with the issuance of convertible debentures, the Company paid
     issuance costs to financial advisors totaling  $141,032.  The debt issuance
     costs are  included in interest  expense in fiscal  2000.  The Company also
     issued 500,000  shares of its common stock to the same  financial  advisors
     (see Note K). The convertible debentures can be converted into common stock
     at an amount equal to 80% of the average  three  lowest  closing bid prices
     from the 20 days immediately preceding the conversion date. This beneficial
     conversion  feature  resulted in a noncash  charge of $212,687  included in
     interest expense in fiscal 2000.

     As of December 31, 2000,  the Company did not make the  quarterly  interest
     payments on the convertible  debentures  maturing in 2003. This is an event
     of default under these agreements and the Company has not obtained a waiver
     of the  violations.  In accordance  with  accounting  principles  generally
     accepted in the United States of America, the debt is classified as current
     as of December 31, 2000.

     Interest expense on notes payable (excluding interest expense on amount due
     to stockholders  and debt issuance costs) totaled $209,000 and $175,000 for
     the year ended December 31, 2000 and 1999, respectively.

     Future maturities of notes payable as of December 31, 2000 are as follows:

                 Year ending December 31.
             ---------------------------------
                           2001                            $2,559,921
                           2002                                     -
                           2003                                     -
                           2004                                     -
                           2005                               160,000
                                                           ----------
                                                           $2,719,921
                                                           ==========


NOTE G - AMOUNTS DUE TO STOCKHOLDERS

     Note payable to  stockholder  represents  advances of $932,313  made to the
     Company in 1995.  The note bears  interest  at 12% per year,  is payable on
     demand,  and is  collateralized  by  substantially  all the  assets  of the
     Company. At December 31, 2000, the full amount of principal is outstanding.
     Accrued interest payable to this minority  stockholder at December 31, 2000
     totaled  $525,500.  Interest expense for this note was $112,000 for each of
     the  years  ended  December  31,  2000 and 1999.

                                      F-14

                                                                              36
<PAGE>

                            Detour Media Group, Inc.
                   (formerly known as Detour Magazine, Inc.)
                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           December 31, 2000 and 1999

NOTE G - AMOUNTS DUE TO STOCKHOLDERS - Continued

     Advances  from  stockholder   represent   advances  made  by  the  majority
     stockholder of the Company for working  capital  purposes.  At December 31,
     1999,  the  advances  bore  interest  at 12% per annum and were  payable on
     demand. In March 2000, the majority stockholder agreed to reduce the annual
     interest  rate  to 8% and  modified  the  repayment  terms.  Under  the new
     repayment   terms,   the  advances  are  repayable  in  monthly   principal
     installments of $42,000  commencing January 1, 2001.  However,  the Company
     must use at least 25% of the net proceeds of any financing  received by the
     Company to repay the  advances.  Further,  all of the  advances are due and
     payable in full at such time as the Company has received  equity  financing
     of at least $10,000,000.  At December 31, 2000,  $2,556,021 of principal is
     outstanding and classified as short-term.  Accrued  interest payable to the
     majority  stockholder  at December  31,  2000  totaled  $770,537.  Interest
     expense on the advances from  stockholder  was  approximately  $298,000 and
     $280,000 for the year ended December 31, 2000 and 1999, respectively.


NOTE H - ASSET IMPAIRMENT CHARGE

     In February 1998, the Company entered into an agreement to purchase certain
     intangible  assets  from and  assumed  certain  liabilities  of  Berle-Moll
     Enterprises,  Inc.  ("Berle") for a total purchase  price of $295,842.  The
     Company  paid  $85,706 in cash  (including  acquisition  costs of $17,706),
     issued a note  payable  to Berle in the  amount  of  $107,164  and  assumed
     certain  liabilities in the amount of $120,678.  Under the  agreement,  the
     Company agreed that if it ceased to publish the acquired  magazine acquired
     under the trademark  purchased,  promptly upon demand by Berle, the Company
     would transfer the magazine  trademarks to Berle.  The acquired  intangible
     assets  were being  amortized  on a  straight-line  method over five years.
     Amortization expense for the years ended December 31, 1999 was $62,709.

     As a result of the  Company's  inability to publish the magazine  under the
     acquired  trademark,  the Company  recorded an asset  impairment  charge of
     $198,581 in December 1999,  representing the unamortized  carrying value of
     the acquired intangible assets.


NOTE I - EXTRAORDINARY GAIN ON EXTINGUISHMENT OF DEBT

     In  1999,  the  Company  recorded  an  extraordinary  gain of  $595,399  in
     connection with the settlement of two liabilities  aggregating  $693,399 by
     payment of a total of $98,000.


                                      F-15

                                                                              37

<PAGE>

                            Detour Media Group, Inc.
                   (formerly known as Detour Magazine, Inc.)
                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           December 31, 2000 and 1999

NOTE J - COMMITMENTS AND CONTINGENCIES

1.   Operating Leases
     ----------------

     The Company  conducts its operations  from two  facilities  that are leased
     under  separate  three year  non-cancelable  operating  leases  expiring in
     January  2001  and  November  2001.  The  Company  is  required  to pay its
     proportionate  share  of  utilities  and  real  estate  taxes at one of its
     locations.

     Rent  expense for the years ended  December  31, 2000 and 1999 was $119,807
     and  $119,862,   respectively.   Minimum   future  rental   payments  under
     non-cancelable  operating  leases as of December  31,  2000 total  $72,000,
     payable in 2001.

2.   Cease-and-Desist  Proceeding  by the  Securities  and  Exchange  Commission
     ---------------------------------------------------------------------------

     By notice  dated March 30, 2000,  the staff of the Salt Lake City  District
     Office  of  the   Securities  and  Exchange   Commission   ("SEC"  or  "the
     Commission") notified the Company and its Chairman that it was recommending
     to the SEC that an enforcement action be filed against both the Company and
     its  Chairman  relating to accuracy of certain of the  Company's  financial
     statements in 1997 and 1998. The recommended  enforcement  action was based
     on:  (i)  the  improper   presentation  of  certain   quarterly   financial
     information;  and (ii) the failure to record in accordance  with  generally
     accepted accounting  principles the proper  compensation  expense resulting
     from the issuance to consultants  in 1997 of options to purchase  4,400,000
     shares of common stock.  According to the notice from the  Commission,  the
     SEC anticipates alleging that the Company has violated Section 17(a) of the
     Securities Act of 1933, and Section 10(b) of the Securities Exchange Act of
     1934,  rule 10b-5,  Section  13(a) of the  Exchange  Act and various  rules
     promulgated thereunder.

     The Company  believes that the issue  regarding  improper  presentation  of
     quarterly  financial  information  relates to the  Company's  averaging  of
     certain  costs and expenses in certain  quarterly  periods in 1997 and 1998
     instead of calculating these costs and expenses  precisely.  To comply with
     the staff's  requirement,  the Company  would be required to determine  the
     actual  costs and  expenses  for the  affected  quarters.  The second issue
     related to whether the Company  recorded the proper amount of  compensation
     expense in connection with the issuance of the options to the  consultants.
     The Company recorded an expense of $21,991,  based on the exercise price of
     the  options of $.005 per share.  The  Company  understands  that the staff
     believes that the expense should be the fair market value of the options at
     the time the options  were  issued.  Under  generally  accepted  accounting
     principles, any such additional compensation expense in connection with the
     options would result in a corresponding  increase in the paid-in capital of
     the Company.  Thus, while the expense would increase the Company's net loss
     for 1997, the paid-in capital would be similarly  increased and there would
     be no change to the Company's total deficit in  stockholders'  equity as of
     the end of 1997.

                                      F-16

                                                                              38
<PAGE>

                            Detour Media Group, Inc.
                   (formerly known as Detour Magazine, Inc.)
                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           December 31, 2000 and 1999

NOTE J - COMMITMENTS AND CONTINGENCIES - Continued

     In 2000,  the Company  advised the staff that it wished to cooperate  fully
     and reach an agreement on an appropriate remedy to resolve this matter. The
     Company had  determined to restate its financial  statements to address the
     concerns raised by the staff.

     On November 22, 2000, the Commission issued a  cease-and-desist  proceeding
     pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the
     Securities  Exchange  Act of 1934.  The  Commission  ordered the Company to
     amend its filings with the  Commission  to properly  reflect its  financial
     condition and operating results, and as required by Section 13(b)(2) of the
     Exchange Act, make and keep books, record and accounts which, in reasonable
     detail,  accurately and fairly reflect the transactions and dispositions of
     the assets of the Company.  The Commission  further  ordered the Company to
     devise and maintain a system of internal  accounting controls sufficient to
     provide  reasonable  assurances that, among other things,  transactions are
     recorded as necessary to permit the preparation of financial  statements in
     conformity with generally accepted accounting  principles.  The Company has
     advised  the  Commission  of its  intention  to amend its  filing  with the
     Commission.

3.   Litigation
     ----------

     The Company is a defendant in several  other  lawsuits in the normal course
     of its business. In the opinion of management,  after consulting with legal
     counsel,  the  liabilities,  if any,  resulting from these matters will not
     have a material effect on the Company's financial statements.

NOTE K - EQUITY

     In  June  1997,  the  Company  adopted  the  Detour  Magazine,   Inc.  1997
     Non-Qualified  Stock Option Plan (the "Plan"),  which reserved an aggregate
     of 4,400,000 shares of the Company's common stock for issuance  thereunder.
     In 1997, the Company authorized the issuance of 4,400,000 options under the
     Plan to five entities, granting each entity options at an exercise price of
     $.005. All of the issued options were exercised in 1998 and resulted in net
     proceeds  of  $21,991.  None  of the  options  to  purchase  shares  of the
     Company's  common  stock  under  the Plan  were  issued  to any  member  of
     management. At December 31, 2000, there are no further options reserved for
     issuance under the Plan and there are no outstanding options.

     In 1999, the Company issued 440,000 shares of its common stock to employees
     as compensation for services rendered.  The stock was valued at the closing
     stock price on the day of issuance  and  expensed in the 1999  statement of
     operations.  The Company also issued 200,000 shares of its common stock for
     cash proceeds totaling $50,000.

                                      F-17

                                                                              39

<PAGE>
                            Detour Media Group, Inc.
                   (formerly known as Detour Magazine, Inc.)
                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           December 31, 2000 and 1999


NOTE K - EQUITY - Continued

     In December 1999, the Company and its majority  stockholder entered into an
     agreement  with two  financial  advisors to assist the Company in obtaining
     equity  and  debt  financing  and to  provide  other  consulting  services,
     including  identifying  potential   acquisitions  and  strategic  partners,
     analyzing potential acquisitions and other business arrangements, assisting
     in  strategic  planning  and  business  development,   market  support  and
     assisting  in  developing   e-business   plans.  In  connection  with  this
     agreement,  the Company issued to each advisor warrants to purchase 800,000
     shares  of its  common  stock at an  exercise  price  of $.10 a share.  The
     vesting of such warrants was subject to certain conditions during a service
     period that extended  through  September  30, 2000, as follows:  (i) 25,000
     warrants vest per month throughout the service period; (ii) in addition, at
     such  time that the  Company  receives  at least  $1,000,000  of  financing
     arranged by the financial  advisors,  additional  warrants  shall vest in a
     ratio equal to the aggregate funds raised divided by $5,000,000;  and (iii)
     in the event of a sale of the Company during the service period, additional
     warrants  vest  in an  amount  equal  to  the  number  of  vested  warrants
     immediately  prior to the sale  (effectively  doubling the number of vested
     warrants).  In no event  shall the  number of vested  warrants  exceed  the
     initial number of warrants of 1,600,000.

     Management believed the agreement did not contain a performance  commitment
     because the financial advisors had no disincentive for nonperformance other
     than the loss of the cash,  options and warrants  attributable  to the work
     performed.   Accordingly,  the  options  and  warrants  issued  under  this
     agreement  were  measured at the fair value on the dates the advisors  were
     successful in obtaining  financing  for the Company.  At December 31, 1999,
     the Company  had not  received  any  financing  arranged  by the  financial
     advisors.  Between January 1, 2000 and March 31, 2000, the Company received
     $1,800,000  of  financing  (debt and  equity)  resulting  in the vesting of
     warrants to purchase  416,000  shares of the Company's  common  stock.  The
     agreement  was  amended  in fiscal  2000  resulting  in the  vesting of the
     remaining  warrants  to  purchase  an  additional  1,184,000  shares of the
     company's common stock.  The vesting of the remaining  warrants to purchase
     1,184,000  resulted in a noncash charge of $663,040 included in general and
     administrative expense in fiscal 2000.

     The agreement  also  provided the financial  advisors an option to purchase
     3,000,000  shares of common  stock of the Company at an  exercise  price of
     $.10. The options were  exercisable if and only if the Company  received at
     least  $5,000,000  in financing  arranged by the  financial  advisors.  The
     agreement  also  provided  for a cash  financing  fee  of 10% of the  funds
     raised. In addition,  the financial advisors may have been entitled to cash
     consulting  fees up to $10,000 per month,  depending on the amount of funds
     raised on behalf of the Company.

                                      F-18

                                                                              40

<PAGE>
                            Detour Media Group, Inc.
                   (formerly known as Detour Magazine, Inc.)
                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           December 31, 2000 and 1999


NOTE K - EQUITY - Continued

     In September  2000,  the Company  terminated  this  agreement  with the two
     financial advisors.  In addition to the 800,000 of stock warrants issued to
     each  advisor,  the  Company  issued an  additional  300,000  shares of its
     restricted  common  stock  to  each  advisor  in  order  to  terminate  the
     agreement.  The issuance of these  additional  600,000 shares resulted in a
     noncash charge of $393,600 involved in general and  administrative  expense
     in fiscal 2000. In connection with this termination  agreement,  the option
     to provide 3,000,000 shares of the Company's stock was cancelled.

     In January  2000,  the  Company  issued 20 units for $5,000 per unit,  or a
     total of $100,000.  Each unit consists of promissory note of the Company in
     a  principal  amount of $5,000,  bearing  interest  at 10% per year due and
     payable on April 25, 2000, and 5,000 warrants,  each warrant  entitling the
     holder to purchase one share of common stock for $.10 per share at any time
     through December 31, 2002. The notes were repaid in April 2000.

     In February  2000, the Company issued two units for $100,000 per unit, or a
     total of $200,000.  Each unit consists of a promissory  note of the Company
     in a principal amount of $100,000, bearing interest at 10% per year due and
     payable on January 31, 2001, and 75,000  warrants,  each warrant  entitling
     the holder to purchase one share of common stock for $.10 per share, at any
     time through December 31, 2004.

     In March 2000, the Company issued 3,000,000 shares of common stock for $.33
     1/3 per share, or a total of $1,000,000  (less stock issuance  costs).  The
     purchasers  received demand registration rights exercisable after September
     14,  2000.  The Company was in  violation  of certain  representations  and
     warranties  made in the  stock  purchase  agreements  and has not  received
     waivers of these violations.  These violations could subject the Company to
     damages,  including  the  potential  rescission  of the shares,  if waivers
     cannot be obtained.  In the opinion of  management,  the  damages,  if any,
     resulting  from the  violations  would  not be  material  to the  Company's
     financial position or results of operations.

     In April 2000, the Company issued 1,000,000 shares of common stock for $.50
     per  share,  for a total of  $500,000  (less  stock  issuance  costs).  The
     purchaser received demand  registration  rights exercisable after April 30,
     2001.

                                      F-19

                                                                              41
<PAGE>
                          Detour Media Group, Inc.
                   (formerly known as Detour Magazine, Inc.)
                   NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           December 31, 2000 and 1999


NOTE K - EQUITY - Continued

     Between June 2000 and December 2000, the Company issued 1,412,100 shares of
     common  stock in exchange  for  various  professional  services,  including
     legal, marketing, promotional and financial services. The issuance of these
     shares resulted in a noncash charge included in general and  administrative
     expenses of $729,550 in fiscal 2000.

     The Company also issued warrants to acquire approximately  2,120,000 shares
     of the Company's common stock in exchange for various professional services
     including  the  1,184,000  shares  issued  to the  two  financial  advisors
     described  above.  The fair  value of the  warrants  issued in fiscal  2000
     totaled  $1,259,884 and is included in selling,  general and administrative
     expense.

     In February  2000, the Company issued 150,000 shares of its common stock in
     connection with short-term borrowings.  The issuance of the shares resulted
     in a noncash  financing charge (included in interest expense) of $58,500 in
     fiscal 2000.

     In November  2000, the Company issued 500,000 shares of its common stock to
     financial  advisors in connection with the issuance of certain  convertible
     debentures  (Note F). The  issuance of the shares has been  reflected  as a
     debt issuance cost in the statement of deficit in stockholder's  equity and
     being amortized over the lives of subordinated debentures (3 years).


NOTE L - SUBSEQUENT EVENTS

     On April  9,  2001,  the  Company's  former  financial  advisors  exercised
     warrants to acquire  1,333,333  shares of the Company's  common  stock.  On
     April 11, 2000, the company issued 1,000,000 shares to various shareholders
     resulting from the Company's  noncompliance with the shareholders'  request
     to  register   previously  issued  restricted   shares.   The  shareholders
     previously received demand registration rights.


                                      F-20

                                                                              42
<PAGE>


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

     None.

                                    PART III

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

     The directors and officers of our company as of the date of this Report are
as follows:

Name                       Age          Position
----------------           ---          -------------------------

Edward T. Stein             50          Chairman of Board

Andrew Left                 31          President, Chief
                                        Executive Officer &
                                        Director

Kevin Nesis                 32          Secretary & Director

     Directors are elected for one-year  terms or until the next Annual  Meeting
of Shareholders and until their  successors are duly elected and qualified.  Our
officers are  appointed  by our Board of Directors  and serve at the pleasure of
the Board, subject to any rights under employment agreements.

     There are no family  relationships among the officers and directors.  There
is no  arrangement  or  understanding  between  us (or any of our  directors  or
officers)  and any other  person  pursuant  to which such person was or is to be
selected as a director or officer.

     In 1999, we recruited and hired a new Chief Executive  Officer,  Mr. Andrew
Left, to organize and head up our prospective Internet business,  Detour Online.
During 1999, Mr. Left also assumed the position of President of the Company.

     Edward T.  Stein has been  Chairman  of the  Board  and a  Director  of our
Company and our  predecessor  since  January  1995.  From November 1999 to April
1999, Mr. Stein served as our President.  Since 1986, he has also been President
of Edward T. Stein  Associates,  Ltd., a privately held financial  services firm
engaged  in money  management,  insurance  and  financial  planning  located  in
Melville,  New York, and Prima Capital Management Corp., an affiliated  company.
Mr. Stein obtained a Bachelor of Science degree from Rider University,  where he
majored in finance.  He devoted  substantially  all of his time to our  business
activities during the fiscal year 2000.

                                                                              43

<PAGE>


     Andrew Left assumed the position of President and Chief  Executive  Officer
in April 1999,  and director in November  1999.  Mr. Left received a Bachelor of
Arts degree in political science from Northeastern University in 1993. Since his
graduation from Northeastern University,  Mr. Left managed his family portfolio,
specifically in the stock market.  During this time he developed an expertise in
Internet companies and the Internet.  Mr. Left devotes  substantially all of his
business time to our affairs.

     Kevin Nesis has been our Secretary and a director  since  November 1999. In
addition to his  positions  with us,  since  January  2000,  Mr.  Nesis has been
employed  by  Time  Capital   Securities   Corp.,  a  privately  held  New  York
corporation,  where his  duties  included  financial  services,  estate  and tax
planning. From April 1997 through January 2000, Mr. Nesis was employed by Edward
T. Stein Associates,  Ltd., where his duties included financial services, estate
and tax planning.  From June 1996 through March 1997, Mr. Nesis was  unemployed.
Mr. Nesis received a Bachelor of Arts degree from Boston  University in 1993 and
a Juris Doctor degree from New York Law School in 1996. He also holds a Series 7
and 63 license with the National  Association  of  Securities  Dealers,  Inc. He
devotes approximately 30% of his business time to our business affairs.

     Section 16(a) of the Securities Exchange Act of 1934 requires our officers,
directors  and person who own more than 10% of our common  stock to file reports
of  ownership  and  changes  in  ownership  with  the  Securities  and  Exchange
Commission.  All of the  aforesaid  persons are  required by SEC  regulation  to
furnish us with  copies of all  Section  16(a)  forms  they file.  There were no
changes in the holdings of management during 2000.

ITEM 10.  EXECUTIVE COMPENSATION.

REMUNERATION

     The following table reflects all forms of  compensation  for services to us
for the years  ended  December  31,  2000 and 1999 of our then  chief  executive
officer,  as well as those  persons who received in excess of $100,000 in annual
compensation from us during the aforesaid time.



                                                                              44

<PAGE>


<TABLE>

                           SUMMARY COMPENSATION TABLE

<CAPTION>
                                                 Long Term Compensation
                                              ----------------------------

                      Annual Compensation            Awards       Payouts
                   ------------------------   ------------------- -------
                                                       Securities
                                     Other                Under-             All
Name                                 Annual   Restricted  lying             Other
and                                  Compen-     Stock   Options/   LTIP   Compen-
Principal           Salary   Bonus   sation     Award(s)   SARs   Payouts   sation
Position     Year     ($)     ($)      ($)        ($)      (#)      ($)      ($)
----------   ----  --------  -----  --------    -------  -------  -------   ------
<S>          <C>   <C>       <C>    <C>         <C>      <C>      <C>       <C>
Edward T.
Stein,(1)
President &  1999  $      0  $   0  $      0    $     0        0  $     0   $    0
Director     2000  $105,417  $   0  $      0    $     0        0  $     0   $    0

Andrew Left, 1999  $      0  $   0  $      0    $     0        0  $     0   $    0
President(1) 2000  $ 68,750  $   0  $      0    $     0        0  $     0   $    0

Barbara
Zawlocki,    1999  $ 60,000  $   0  $247,166(2) $     0        0  $     0   $    0
Publisher    2000  $ 60,000  $   0  $157,000(2) $     0        0  $     0   $    0

---------------
<FN>

(1)  Mr.  Stein  resigned his position as President of the Company in April 1999
     and was replaced by Mr. Left at that time.

(2)  This  compensation  was in the form of commissions,  which were paid to BZI
     Media Services,  Inc., Ms.  Zawlocki's  company.  Ms. Zawlocki resigned her
     position with our company in April 2001.
</FN>
</TABLE>

     No  member  of  management  serves  pursuant  to  a  definitive  employment
agreement.

     We reimburse our officers and directors for out of pocket expenses incurred
by each of them in the performance of their relevant  duties.  We reimbursed Mr.
Stein,  our  Chairman,  in the amounts of $84,074 and $53,096 for such  expenses
during the fiscal years ended December 31, 1999 and 2000, respectively,  and Ms.
Zawlocki  in the amount of $37,944  and  $29,205  during the fiscal  years ended
December 31, 1999 and 2000, respectively.

     Recently,  two of our key employees resigned. In the first quarter of 2001,
Juan Morales, our former Editor in Chief, resigned in order to assume a position
with another  company.  We do not intend to retain a new person in this capacity
in the near  future,  but rather,  will handle these  responsibilities  with our
current staff. In May, 2001, Ms. Zawlocki resigned as our publisher, as a result
of our cash shortage.  We owed money to her which we were unable to pay when the
same became due. We intend to utilize outside, independent contractors to handle
those responsibilities formerly undertaken by Ms. Zawlocki.


                                                                              45

<PAGE>



     We have no  current  stock  plan for  employees,  but may  adopt one in the
future.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The table below lists the beneficial  ownership of our voting securities by
each  person  known by us to be the  beneficial  owner  of more  than 5% of such
securities,  as well as by all directors and officers of the issuer, as of April
16, 2001.  Unless  otherwise  indicated,  the  shareholders  listed possess sole
voting and investment power with respect to the shares shown.

                 Name and              Amount and
                Address of             Nature of
Title of        Beneficial             Beneficial      Percent of
 Class            Owner                Ownership         Class
 -----            -----                ---------         -----


Common      Edward T. Stein(1)         7,316,829          25.1%
            201 N. Service Rd.
            Suite 100
            Melville, NY 11747

Common      Koyah Leverage Partners    1,800,000           6.2%
            601 W. Main St.
            Spokane, WA 99201

Common      Andrew Left(1)               400,000           1.4%
            2241 Coldwater Canyon
            Beverly Hills, CA 90210

Common      Kevin Nesis(1)               11,500             *
            201 N. Service Rd.
            Suite 100
            Melville, NY 11747

Common      All Officers and          7,728,329           26.5%
            Directors as a Group
                    (3 persons)
------------------------
*        Less than 1%

(1)  Officer and/or director of the Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.


     At December 31, 2000, we owe Edward T. Stein, the principal shareholder and
Chairman of the Board of our Company, the principal amount of $2,556,021,  which
Mr.  Stein  advanced  to  us  for  working  capital  purposes.  This  obligation
originally  accrued  interest  at the  rate of 12% per  annum  and was due  upon
demand. In March 2000,


                                                                              46

<PAGE>




Mr.  Stein  agreed to reduce the annual  interest  rate to 8% and  modified  the
repayment  terms.  Under the new repayment  terms, the advances are repayable in
monthly principal  installments of $42,000 commencing January 1, 2001.  However,
we must only use at least 25% of net proceeds of any financing received by us to
repay these advances.  Further,  all of the advances are due and payable in full
at such  time as we have  received  equity  financing  of at least  $10,000,000.
Accrued  interest  payable on this  obligation  at December  31,  2000,  totaled
$770,537.  Interest expense on the advances from  stockholder was  approximately
$298,000  and  $280,000  for  the  years  ended  December  31,  2000  and  1999,
respectively.

     In 1995, our majority  stockholder  loaned us $932,313.  In 1996, this note
was converted to a demand note,  bearing  interest at the rate of 12% per annum.
In 1996, this stockholder  subsequently assigned this Note to JCM Capital Corp.,
a minority stockholder,  who, upon information and belief, has assigned portions
of this  note to other  unaffiliated  parties.  This note is  collateralized  by
substantially  all  of our  assets,  except  for  accounts  receivable.  Accrued
interest  payable to this  stockholder  at December 31, 2000  totaled  $525,500.
Interest  expense for this note was $112,000 for the fiscal year ended  December
31, 2000.



                                                                              47

<PAGE>



                                     PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits

     3.1*   Certificate and Articles of Incorporation

     3.2*   Bylaws

     3.3**  Articles of Merger

     3.4*** Certificate of Correction dated March 6, 2000

     3.5    Amendment to Articles of Incorporation

* Filed with the  Securities  and  Exchange  Commission  in the Exhibits to Form
10-SB, filed in January 1995 and are incorporated by reference herein.

** Filed with the  Securities  and Exchange  Commission  in the Exhibits to Form
10-KSB filed in April 1998 and is incorporated by reference herein.

*** Filed with the  Securities  and Exchange  Commission in the Exhibits to Form
10-KSB, filed in May 2000 and is incorporated by reference herein.

(b)  Reports on Form 8-K

     In the last fiscal  quarter of the fiscal year ended  December 31, 2000, we
did not file any reports on Form 8-K.


                                                                              48

<PAGE>



                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the Company  caused this amended Report to be signed on its behalf by the
undersigned, thereunto duly authorized, on May 17, 2001.

                                        DETOUR MEDIA GROUP, INC.
                                        (Registrant)


                                        By:s/ Andrew Left
                                           ---------------------------------
                                           Andrew Left, President and Chief
                                           Executive Officer


     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
indicated on May 17, 2001.



                                         s/ Edward T. Stein
                                         -----------------------------------
                                         Edward T. Stein, Director


                                         s/ Andrew Left
                                         -----------------------------------
                                         Andrew Left, Director


                                         s/ Kevin Nesis
                                         -----------------------------------
                                         Kevin Nesis, Director

                                                                              49

<PAGE>



                            DETOUR MEDIA GROUP, INC.

                  EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-KSB
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

EXHIBITS                                                                Page No.


3.5     Amendment to Articles of Incorporation . . . . . . . . . . .. . . 51




                                                                              50

<PAGE>



                         Mail to: Secretary of State   For office use only   002
                            Corporations Section                RECEIVED
                          1560 Broadway, Suite 200
                              Denver, CO 80202           2001 MAR 23  AM  9:04
                               (303) 894-2251
MUST BE TYPED                Fax  (303) 894-2242          SECRETARY OF STATE
FILING FEE: $25.00                                        STATE OF COLORADO
PLEASE SUBMIT TWO COPIES                               -------------------------

                            ARTICLES OF AMENDMENT
Please include a typed             TO THE
self-addressed envelope   ARTICLES OF INCORPORATION


Pursuant  to the  provisions  of the  Colorado  Business  Corporation  Act,  the
undersigned  corporation  adopts the  following  Articles  of  Amendment  to its
Articles of Incorporation:

FIRST: The name of the corporation is             Detour Magazine, Inc.
                                      ------------------------------------------

SECOND:  The following amendment to the Articles of Incorporation was adopted on
   March 21,  20 01 , as prescribed by the Colorado Business Corporation Act, in
-------------   ---
the manner marked with an X below:

       No shares have been issued or Directors Elected - Action by Incorporators
-----

       No shares have been issued but Directors Elected - Action by Directors
-----

       Such amendment was adopted by the  board  of  directors where shares have
-----  been issued and shareholder action was not required.

  X    Such amendment was adopted by  a vote  of the shareholders. The number of
-----  shares voted for the amendment was sufficient for approval.

                             See Annexed Amendments.

THIRD: If changing corporate name, the new name of the corporation is

                            Detour Media Group, Inc.
--------------------------------------------------------------------------------

FOURTH:  The manner, if not set forth in such amendment,  in which any exchange,
reclassification, or cancellation of issued shares provided for in the amendment
shall be effected, is as follows:

         Not applicable.

If these amendments are to have a delayed effective date, please list that date:
_______________________________________________________________________________
(Not to exceed ninety (90) days from the date of filing)


                                                DETOUR MAGAZINE, INC.
                                          --------------------------------------

                                Signature   s/Edward T. Stein
                                          --------------------------------------

                                    Title          Chairman
                                          --------------------------------------

                                                                    Revised 7/95

                                                                              51

<PAGE>


                              DETOUR MAGAZINE, INC.


The  following  shall be inserted in the place and stead of Article First of the
Articles of Incorporation of Detour Magazine, Inc.:

      FIRST:  The name of the Corporation (which is hereinafter referred
      to as Corporation) is "DETOUR MEDIA GROUP, INC."

The following shall be inserted in the place and stead of the first paragraph of
Article Fourth of the Articles of Incorporation of Detour Magazine, Inc.:

      FOURTH: The amount of the  total  authorized capital stock of  the
      corporation shall be  one hundred ten million (110,000,000) shares
      divided into  one  hundred  million (100,000,000) shares of Common
      Stock,  $.001  par value each, and ten million (10,000,000) shares
      of  Preferred  Stock,  $0.01  par  value   and  the  designations,
      preferences, limitations and relative rights of the shares of each
      such class are as follows:

The balance of Article Fourth shall remain as previously stated.

                                                                              52