SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

         (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: $3,755,993.

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 One Pages.
                   Exhibit Index is located at Page Forty Six.



                                                                               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............................... 19
Item 8.    Changes in and Disagreements on Accounting
               and Financial Disclosure....................... 41

PART III
Item 9.    Directors, Executive Officers, Promoters
               and Control Persons, Compliance with
               Section 16(a) of the Exchange Act.............. 41
Item 10.   Executive Compensation............................. 42
Item 11.   Security Ownership of Certain Beneficial
               Owners and Management.......................... 44
Item 12.   Certain Relationships and Related
               Transactions................................... 44

PART IV
Item 13.   Exhibits and Reports on Form 8-K................... 46


SIGNATURES.................................................... 47


                                                                               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.  During 2001, it is our hope that a program will
be available to bring new retail display  opportunities to Detour Magazine,  but
there can be no assurances that this will occur without additional funds.


                                                                               6

<PAGE>



     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 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 being 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  competence  -  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.

     -    An  integrated  cross-media   partnership  of  traditional  brand  and
          technology.

     -    Acquisitions of 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

                                                                               8

<PAGE>



reached in either regard and there can be no assurances that such  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 doe snot 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 so 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

                                                                               9

<PAGE>



digital "Young Hollywood" supplement to Detour. Approximately 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.  In addition, the Company will utilize its
available  trade-outs  and barter  arrangements  to offset  out of pocket  costs
relating to some of the anticipated services to be provided.

     We also plan to launch Detour Europe in 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 project,  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

                                                                              10

<PAGE>



(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,  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.
They include Details, Paper and Wallpaper. 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 after consulting with legal counsel,  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.

     Costs of sales were $2,467,872 in 1999,  compared to $2,864,395 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 $5,353,852 in 2000, an increase of $3,483,700 (186%).  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 obligations.  These costs also include the
value of our common

                                                                              16

<PAGE>



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 $1,474,124
during 2000, as a result of additional borrowings during 2000.

     As a result,  we  incurred a net loss of  $(5,636,551)  in 2000  ($0.28 per
share) as compared to our net loss of $(1,297,958) ($.12 per share) in 1999.

LIQUIDITY AND CAPITAL RESOURCES

     At December 31, 2000, we had $71,598 in cash and cash equivalents. Accounts
receivable  increased to $397,447 from $193,012 for the similar  period in 1999,
an  increase  of  $204,435  (106%)  which  management  attributes  to  recording
advertising  income  and  corresponding  accounts  receivable  in  2000  for the
December/January  holiday  issue of our magazine  published and  distributed  in
December 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 is only 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 fee equal to 3% of the  original  principal  amount of the
loan

                                                                              17

<PAGE>



($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 eight other notes  payable in the  aggregate
principal  amount of $819,540,  bearing interest at rates ranging from 8% to 12%
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.  The one note not due on demand was due  February  10,
2001, and we have repaid this Note in full subsequent to December 31, 2000.

     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  secured  by
substantially  all  of our  assets,  except  for  accounts  receivable.  Accrued
interest  payable to this  stockholder at December 31, 2000,  totaled  $497,407.
Interest  expense for this note was  $83,907 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

                                                                              18

<PAGE>



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,  $2,585,721 of principal was outstanding and classified as
short- term.  Accrued interest  payable to the majority  stockholder at December
31, 2000,  totaled  $798,627.  Interest expense on the advances was $326,293 for
the year ended December 31, 2000.

     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.  In
addition,   the  Company  has  undertaken  to  file  a  registration   statement
registering  all of the shares of common stock  underlying the warrants with the
Securities and Exchange  Commission within 120 days following the issuance date.
However,  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.

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 not able to 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.

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

                                                                              19

<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.

                                                                              41

<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.



                                                                              42

<PAGE>

<TABLE>


                           SUMMARY COMPENSATION TABLE

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

                      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.


                                                                              43

<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.

     We owe Edward T. Stein, the principal shareholder and Chairman of the Board
of our Company, the principal amount of $2,693,200,  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,  Mr.  Stein
agreed to reduce

                                                                              44

<PAGE>



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.  At December 31, 2000,  $2,556,021 of
principal  was  outstanding,  which has been  classified  as  short-term  on our
financial  statements.  Accrued  interest payable on this obligation at December
31, 2000,  totaled  $798,627.  Interest expense on the advances from stockholder
was  approximately  $326,293 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  secured  by
substantially  all  of our  assets,  except  for  accounts  receivable.  Accrued
interest  payable to this  stockholder  at December 31, 2000  totaled  $497,407.
Interest  expense for this note was  $83,907 for the fiscal year ended  December
31, 2000.

     In  addition,  we have a note  payable  to a  minority  stockholder,  which
represents  advances of $932,313 made to us in 1995.  The note bears interest at
12% per year, is payable on demand,  and is  collateralized by substantially all
of our assets.  At December  31,  2000,  the full amount of  principal  remained
outstanding.  Accrued interest payable to this 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.



                                                                              45

<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.


                                                                              46

<PAGE>



                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  Company  caused  this  Report  to be  signed  on its  behalf  by the
undersigned, thereunto duly authorized, on May 16, 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 16, 2001.



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


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


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

                                                                              47

<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.

3.4     Amendment to Articles of Incorporation . . . . . . . . 49




                                                                              48

<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
MUST 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

                                                                              49

<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.

                                                                              50