SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              FORM 10-KSB   /A1    

 (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, 1998

                           Commission File No. 0-25388

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

          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
                                 (213) 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. x
                 ---
                          (Continued on Following Page)


<PAGE>



Issuer's revenues for its most recent fiscal year: $4,177,833

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 April 14, 1999: $3,068,206. .

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 14,  1999 there were
15,586,669 shares of the Company's common stock issued and outstanding.

Documents Incorporated by Reference: None

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



                                                                               2

<PAGE>



                                TABLE OF CONTENTS

                            FORM 10-KSB ANNUAL REPORT

                              DETOUR MAGAZINE, INC.

                                                               PAGE

Facing Page
Index
PART I
Item 1.    Description of Business.....................          4
Item 2.    Description of Property.....................          9
Item 3.    Legal Proceedings...........................         10
Item 4.    Submission of Matters to a Vote of
               Security Holders........................         10

PART II
Item 5.    Market for the Registrant's Common Equity
               and Related Stockholder Matters.........         11
Item 6.    Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations..............................         11
Item 7     Financial Statements........................         16
Item 8.    Changes in and Disagreements on Accounting
               and Financial Disclosure................         35


PART III
Item 9.    Directors, Executive Officers, Promoters
               and Control Persons, Compliance with
               Section 16(a) of the Exchange Act.......         35
Item 10.   Executive Compensation......................         37
Item 11.   Security Ownership of Certain Beneficial
               Owners and Management...................         38
Item 12.   Certain Relationships and Related
               Transactions............................         39

PART IV
Item 13.   Exhibits and Reports on Form 8-K...........          40


SIGNATURES.............................................         41



                                                                               3

<PAGE>



                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

History

         Detour  Magazine,  Inc. (f/k/a Ichi-Bon  Investment  Corporation)  (the
"Company"  or  "Registrant")  was  incorporated  under  the laws of the State of
Colorado on May 18, 1990,  for the purpose of  investments  in business and real
estate  projects.  Other than issuing shares to its original  shareholders,  the
Company never commenced activities relating to its original business purpose. In
August  1994,  the Board of  Directors  of the  Company  elected  to change  the
Company's principal business purpose to a "shell" corporation engaged in seeking
out and acquiring  another business entity or opportunity.  Applicable  thereto,
the Company filed a registration statement on Form 10-SB with the Securities and
Exchange  Commission  on or about  January 1995,  which  registration  statement
became  effective in March 1995. The purpose of the  registration  statement was
management's  belief  that the  primary  attraction  of the  Company as a merger
partner or acquisition vehicle will be its status as a public company.

         Relevant  thereto,  on or about June 6, 1997, the Company  successfully
consummated a merger with Detour, Inc. ("Old Detour"), a California corporation.
The terms of the  transaction  involved  the  Company  issuing an  aggregate  of
4,500,000 shares of its "restricted"  common stock to the former shareholders of
Old  Detour in  exchange  for all of the  issued  and  outstanding  stock of Old
Detour. Old Detour did not survive the transaction. The Company also changed its
name  to  its  present  name.  At the  closing  of  the  aforesaid  transaction,
management  did elect to change the  Company's  fiscal  year from  October 31 to
December  31,  in order to  establish  continuity  between  Old  Detour  and the
Company's financial reporting requirements.

         From  November 1997 through May 1998,  the Company  undertook a private
offering of its common stock,  wherein it sold 1,186,669  shares of common stock
at a price of $.75 per share (post forward split),  and received net proceeds of
$875,694 therefrom. The Company is attempting to raise additional equity or debt
capital  as of the date of this  report.  See  "Part  II,  Item 6,  Management's
Discussion - Liquidity and Capital Resources."

     During the fiscal year ended  December 31, 1998,  the Company  continued to
experience  a change in  management.  Messrs.  John  Evans,  Jim Turner and Luis
Barajas all resigned their  respective  positions of President,  editor-in chief
and publisher,  respectively. Current management does believe, however, that the
Company's  current  management is sufficient to allow the Company to grow in the
future. See "Part III, Item 9, Directors, Executive Officers." 

                                                                               4

<PAGE>




Business

         Detour Magazine,  Inc. is a public reporting  company,  with offices in
Los  Angeles,  California  and New York  City.  Its  principal  business  is the
publication of Detour Magazine (the "Magazine"),  which was founded in 1987. The
Magazine focuses on fashion,  entertainment,  and related  personalities  and is
oriented toward an affluent  readership ranging in age from 20 to 35. Management
believes  that the Magazine  has gained  industrywide  recognition  and critical
acclaim as a high quality,  cutting-edge fashion and entertainment magazine with
an unusually strong editorial content.

         As part of an acquisition  campaign which  commenced  during the fiscal
year ended December 31, 1998,  effective February 24, 1998, the Company acquired
assets, properties, rights and the business of Milton Magazine, a magazine which
has been  published  by the  family of Milton  Berle,  for a  purchase  price of
$295,842.  At closing,  the Company paid $68,000 in cash,  assumed an obligation
and issued a note payable to World Color, Inc., a creditor of the seller, in the
amount of $107,164 and assumed certain other liabilities  totalling $120,678. As
of the date of this report,  the Company is not current in its obligations  owed
to the seller,  in that the  applicable  agreement  provided for an  affirmative
covenant for the Company to commence  publication of Milton  Magazine and in the
event that the Company ceases to publish the acquired magazine,  upon receipt of
a demand by the seller the acquired  trademarks  revert back to the seller.  The
magazine has not been published because management believed that a number of new
men's magazines  commenced  operations and diluted the prospective  market.  The
Company and the seller are in the process of  reformulating  the  magazine as of
the date of this report due primarily to the significant dilution of the market.
As a result,  management now is contemplating  commencing  publication of Milton
Magazine in the year 2000, provided that the seller does not elect to retake the
trademarks,  of which there can be no assurance.  The seller and the Company are
working closely in attempting to commence publication of this magazine.

         Milton Magazine is primarily an "irreverent"  social magazine  launched
in May 1997,  whose motto has been "We smoke,  we drink,  we  gamble."  Prior to
acquisition,  there were two issues of Milton  Magazine  published and released.
Total  circulation was  approximately  15,000 copies.  Its limited revenues were
generated  primarily  from  advertising,  which is consistent  with the revenues
generated by Detour Magazine. Once it commences publication,  management intends
to expand the editorial  content of Milton to include  additional  social themes
which appeal to the target market of men, ages 25 through 49, including fashion,
gaming and  automobiles,  as well as those subjects  previously  included in the
magazine.


                                                                               5

<PAGE>




Detour Online

         As a result of the  significant  increase in use of the internet during
the past year,  as well as the  anticipated  increase in  internet  usage in the
foreseeable  future,  management plans to implement an internet  strategy in the
1999 fiscal year, subject to the Company's ability to raise additional  capital.
The Company  intends to attempt to  capitalize on what  management  views as the
Company's  market niche and create an online  community  destination with portal
functions.  As a vertical niche portal,  the Company  intends to provide an easy
use  comprehensive  destination  web site that  caters to its niche  demographic
market. Detour online will be the first step taken by the Company to achieve the
goal  of  establishing  a brand  synonymous  with  the  "hip"  and  trendsetting
population.  The  revenue  model  for the web  site  will  be a  combination  of
advertising,  e-commerce  and direct  marketing.  Management  believes  that its
existing  current  relationship  with the  Magazine's  advertisers  provides the
Company with an advantage over other start-up web companies.

         In order to  successfully  implement  this strategy and  accomplish its
goal,  management believes that it will be necessary for the Company to raise up
to $2.1 million in additional  capital.  These funds are expected to be utilized
for the web site  development,  marketing and operating costs and for additional
personnel.

THE MAGAZINE

         Detour is an  internationally  distributed  magazine  which  focuses on
fashion and entertainment. Detour is mostly known for its strong editorial focus
and its presentation of cutting-edge trends in fashion and entertainment.  It is
published ten times a year, with two double issues per year.

         The Magazine has been  approximately 164 pages in length,  comprised of
approximately 60 to 70 pages of advertising. The balance of the Magazine focuses
on pictorials,  interviews and  editorials.  The proportion has been weighted in
favor of editorial  content,  which management  believes has been responsible in
great part for the critical acclaim that the Magazine has received.

         During the fiscal year ended  December 31, 1998,  the cover page of the
Magazine had various media personalities including Drew Barrymore,  Nev Campell,
Milla  Joyovich,  Vince  Vaughn,  Anne  Hecht,  Salma  Hayek,  Renee  Zellwiger,
Elizabeth  Hurley,  Keri Russell and Kate Hudson.  Detour often features a media
personality  well before they reach the level of conventional  acceptance  which
typifies  its  competition.  This in  part  accounts  for  Detour's  image  as a
"cutting-edge" Magazine featuring tomorrow's personalities and today's trends.


                                                                               6

<PAGE>



         Editorial  articles follow the same focus, often providing insight into
and publicity for personalities of film, television,  theater, music, books, and
art, who have not yet  received  deserved  recognition  by other  magazines  and
media. The Magazine prides itself on some of the most talked about and respected
photo journalism and editorials in the industry.

         Management  expects that the Magazine  will continue to be published 10
times a year during  fiscal  year 1999 and the  content of its highly  acclaimed
format will not change drastically beyond editorial changes necessary to broaden
the Magazine's appeal within the target readership.

     In December 1998,  Barbara  Zawlocki was named  Publisher of Detour.  Based
upon  her  prior  service  record  and  sales  expertise,   management   expects
advertising  sales to  increase.  See "Part III,  Item 9,  Directors,  Executive
Officers, Promoters and Control Persons - Key Employees."

Advertising

         Management  believes  that  Detour has  established  a strong  national
advertising  base.  During  the fiscal  year  ended  December  31,  1998,  these
advertising  customers have included and presently  include  advertisers such as
Absolute Vodka,  Bottega Veneta,  Bombay Sapphire,  Calvin Klein,  Kamel, Camel,
Cartier, Diesel Jeans, Donna Karan, Gucci, Prada, Polo, Dolce & Gabbana, Emporio
Armani, GAP, Guess Jeans,  Levi's,  Louis-Boston,  L'Oreal,  Mossimo,  Marlboro,
Polygram Films, Sky Vodka, Sony Music,  Stussy,  MGM/United Artists,  Universal,
Varda Versace, Winston and dozens of other major advertisers.

         The Magazine  has had well over 85  advertisers.  Advertising  revenues
accounted for  approximately  80% of the total  revenue of the Magazine.  In the
fiscal year ended December 31, 1998,  Detour's largest advertiser  accounted for
approximately  7% of the Magazine's total  advertising  revenues and the top six
accounts represented approximately 28% of total advertising revenues. Detour has
been  successful in obtaining major new advertisers and in increasing the number
of ad pages from key clients.

Circulation

     The Magazine  has been  distributed  by Rider  Circulation  Services,  Inc.
("RCS").  Under its  contract  with  RCS,  Detour  also  uses the  international
distributing services of the Curtis Circulation Company ("Curtis").  Curtis is a
leading  international  distributor,  allowing for large scale  distribution  of
Detour.

         In January 1998,  the new management  team added a prominent  newsstand
consultant to expand the Magazine's newsstand sales. The consultant  coordinates
a marketing plan between the publisher and

                                                                               7

<PAGE>



the  national  distributor.  It is hoped and  expected  that this will bring new
retail display opportunities to Detour, but there can be no assurances that this
will occur. While no assurances can be provided,  continued  investment in point
of sales  programs in airports,  bus and train  terminals  and metro  newsstands
should not only increase  newsstand  sales, but should give the advertisers more
visibility.

         In addition,  the national  distributor will perform major distribution
assignments  in attempts to increase  circulation  and sales  efficiency  of the
Magazine. The assignments should result in matching its major competitors in the
number of copies and locations of Detour as well as put more copies of Detour in
higher potential retailers.

         During the fiscal year ended  December 31, 1998,  management  continued
its  attempts  to  make   subscriptions   profitable.   It   eliminated   agency
subscriptions, no bill me options and increased the annual subscription price to
$18.99.

Readership Profile

         The Magazine's  reputation as a cutting-edge  fashion and entertainment
magazine  has  translated  into a  readership  profile  comprised  of  the  most
attractive  audience for advertisers.  Detour's readers average 29 years of age,
with average incomes of $75,000+ per year, most are  professional,  over 60% are
single,  and 74% percent have  obtained  college or  postgraduate  degrees.  The
average  reader of Detour spends over $15,000 per year on clothing and dines out
2.6 times per week.

Editorial

         Editorial  changes  will  not  involve  a  major  digression  from  the
Magazine's  current  content.  Management  believes  and  in-house  studies have
indicated  that  the  Magazine  has  found a  strong  following  among a  young,
affluent,  professional  audience.  Instead,  management  intends to broaden the
Magazine's  appeal within this target group.  This will be accomplished  through
several carefully designed format and content changes, including the following:

         o        The Magazine will contain more  pictorials,  be a faster read.
                  The aim is to attract a wider  audience  in terms of  fashion,
                  entertainment,  and  widening  the  focus of the  Magazine  by
                  putting  in  features  and  stories  that  will have a broader
                  appeal to the target group.

         o        The front of the Magazine  will be  redesigned  to improve the
                  readability  of the  Magazine.  Information  will be made more
                  easily   accessible.   In  addition,   advertising   franchise
                  positions will be created for the  advertisers.  This will aid
                  in the advertising sales effort by

                                                                               8

<PAGE>



                  providing advertisers with value added to their normal
                  advertising.

Employees

         The Company  presently has sixteen (16) full time employees,  including
its President,  Edward T. Stein, its Corporate  Secretary,  Barry Ross, its Vice
President,  Lorraine Rasmussen,  its Editor-in- Chief, Steven Garbarino, and its
Publisher,  Barbara Zawlocki. See "Part III, Item 9," below. The Company employs
two  accounting  persons,  two  administrative  personnel,  three persons in the
advertising  department  and nine in the  editorial  department.  The  number of
employees decreased from 24 employees in fiscal 1997 as a result of cost cutting
measures  undertaken by  management.  Further,  the Company  employs  additional
persons on an "as needed" basis,  depending upon the number of projects in which
the Company is  involved.  Many of these  persons are  retained on a  contractor
basis.   Management  believes  that  its  relationship  with  its  employees  is
satisfactory. No employee is a member of any union.

Competition

         The Company  competes with publicly and privately held companies in the
publishing  business.  Specifically,  management view Vanity Fair (circulation 1
million),  Details (circulation 485,000) and Interview  (circulation 150,000) as
the principal  competitors to the Company's Magazine,  each of whom are believed
to have greater  resources,  both  financial and  otherwise,  than the resources
presently available to the Company.

Trademarks

         The  Company has 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

         The   Company  is  not  subject  to  any   extraordinary   governmental
regulations relating to its business.

ITEM 2.  DESCRIPTION OF PROPERTY

         Facilities.  The  Company's  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 it pays
rent of $6,270 per  month,  which  space is subject to a three year lease  which
commenced  December 1, 1998.  This lease contains cost of living  increases.  In
addition,  the  Company  presently  leases  approximately  2,200  square feet of
executive office space at 34 West 22nd. St., 3rd

                                                                               9

<PAGE>



Floor,  New York, New York, at a rental fee of $2,993 per month through  January
31,  2001 and  escalating  to $3,140 per month  from  February  1, 2000  through
January 31, 2001, the termination  date of the lease. It is anticipated that the
Company's  present premises will be adequate to meet the Company's needs for the
foreseeable future.

         The Company's  telephone  number is (213) 469-9444 and facsimile number
is (213) 469-5941.

     Other Property. The Company has no properties and at this time has no other
agreements to acquire any properties.

ITEM 3.   LEGAL PROCEEDINGS

         The Company is party to certain legal  proceedings which have arisen in
the normal  course of operating the Company's  business.  However,  there are no
material  legal  proceedings  to which the Company (or any of its  officers  and
directors  in their  capacities  as such) is a party or to which the property of
the Company is subject and no such material  proceedings  is known by management
of the Company to be contemplated.

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

         No matters were presented to the Company's shareholders during the last
three months of the fiscal year ended December 31, 1998.




                                                                              10

<PAGE>



                                     PART II

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

         (a) Market  Information.  The  Company's  common stock was approved for
trading on the OTC  Bulletin  Board  operated  by the  National  Association  of
Securities Dealers on December 9, 1997. Prior to that date none of the Company's
securities  were traded.  The initial  price of the  Company's  common stock was
$1.00 bid,  $1.50 asked.  Below are the reported high and low bid prices for the
Company's  common stock since  trading  commenced.  The bid prices shown reflect
quotations  between  dealers,  without  adjustment  for  markups,  markdowns  or
commissions,  and  may  not  represent  actual  transactions  in  the  Company's
securities.

                                                        Bid Price
         Date                                        High       Low
         ----                                        ----       ---

         December 31, 1997                           $1.00     $1.50

         March 31, 1998                              $5.13     $2.50
         June 30, 1998                               $3.69     $1.13
         September 30, 1998                          $1.25     $0.31
         December 31, 1998                           $0.63     $0.19

         The Company's market makers for its securities are Paragon  Securities,
Knight  Securities  and Hill  Thompson  Securities.  As of April 15,  1999,  the
Company's common stock was trading at $0.35 bid, $0.38 asked.

         (b) Holders.  There are  seventy-three  (73)  holders of the  Company's
Common  Stock,  not  including  those  holders who hold their  shares in "street
name."

         (c)  Dividends.  In  December  1997 the  Company's  Board of  Directors
authorized a forward split of the Company's issued and outstanding common stock,
whereby one  additional  share was issued in exchange  for every share of common
stock then issued and outstanding.  The Company has not paid any other dividends
on its Common Stock. The Company does not foresee that the Company will have the
ability to pay a dividend on its Common Stock in the fiscal year ended  December
31, 1999.

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

         The  following  discussion  should  be read  in  conjunction  with  the
Company's  audited  financial  statements and notes thereto included herein.  In
connection  with, and because it desires to take advantage of, the "safe harbor"
provisions of the Private Securities  Litigation Reform Act of 1995, the Company
cautions

                                                                              11

<PAGE>



readers regarding certain forward looking statements in the following discussion
and  elsewhere  in this  report  and in any other  statement  made by, or on the
behalf of the Company,  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 the Company's  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 on
behalf of, the Company.  The Company  disclaims any obligation to update forward
looking statements.

OVERVIEW

         Detour  Magazine,  Inc.,  f/k/a Ichi-Bon  Investment  Corporation  (the
"Company"),  was incorporated under the laws of the State of Colorado on May 18,
1990.  On June 6,  1997,  pursuant  to the  terms  of an  Agreement  and Plan of
Reorganization,   the  Company  acquired  all  of  the  issued  and  outstanding
securities of Detour, Inc., a California corporation,  in exchange for 4,500,000
"restricted"  common shares of the Company (pre forward split).  The Company was
the surviving  entity.  As part of the terms of the aforesaid  transaction,  the
Company amended its Articles of Incorporation,  changing its name to its present
name.

         Detour  Magazine,  Inc. is engaged in publishing of a monthly  magazine
entitled Detour, which includes advertisements and articles relating to fashion,
contemporary music and entertainment and social issues. Management describes the
magazine as an "urban, avant-garde" publication. It derives approximately 80% of
its revenues from advertising,  with the balance from  circulation.  The Company
maintains offices in both Los Angeles and New York City.

         The  Magazine is been  published  monthly,  with the  exception  of the
issues for December/January and June/July, for which one issue is published. The
Magazine has been, in general,  approximately 164 pages in length,  comprised of
about 60 to 70 pages of advertising, with the balance in editorial pages.

         The following information is intended to highlight  developments in the
Company's  operations to present the results of  operations  of the Company,  to
identify key trends  affecting the Company's  businesses  and to identify  other
factors affecting the Company's results of operations for the fiscal years ended
December 31, 1998 and 1997.



                                                                              12

<PAGE>



RESULTS OF OPERATIONS

         Comparison of Results of Operations for the fiscal years ended December
31, 1998 and 1997.

         In the fiscal year ended December 31, 1997, the Company's revenues were
$3,938,828,  compared to revenues of $4,177,833, an increase of $239,005 (6.1%).
Management   believes   that  this  increase  was   attributable   to  increased
subscriptions  and  miscellaneous  revenues.  Costs of sales were  $2,834,621 in
1998,  compared to  $2,063,615  for the similar  period in 1997,  an increase of
$771,006 (37.4%).  This was due primarily to the increase in print orders of the
Company's magazine (number of copies printed), caused by management's efforts to
expand circulation, which resulted in increased printing, paper and distribution
costs as a factor of such expansion.  Management  anticipated these costs in the
Company's  budget,  as  the  Company  was  engaged  in  a  program  to  increase
circulation  and  visibility  of the  Magazine  in order to attempt to  increase
future revenues and profits.  It was then current  management's  belief that the
increased  costs  associated  with  various  promotions  would result in greater
circulation,  visibility  and  market  share in the  future,  provided  that the
Company was able to obtain additional financing in the future.  However,  during
the fiscal  year ended  December  31,  1998,  this  campaign  was  abandoned  by
management as a result of the Company's  inability to generate additional equity
capital,  as well as a perceived belief by current  management that the campaign
was not working. Management has decided that its attempt to increase circulation
of the Magazine by printing  additional  copies will not continue in the future.
Rather, as a result of management's attempt to stem losses, the Magazine's print
orders and book size are  expected  to  decrease  in the  immediate  future,  by
reducing  the amount of  editorial  content  while  attempting  to maintain  the
increased revenues derived by the Company from its current advertising.

         Selling,  general and  administrative  expenses were $3,187,932 for the
fiscal year ended  December 31,  1997,  compared to  $4,229,529  for the similar
period  in  1998,  an  increase  of  $1,041,597   (32.7%).   This  increase  was
attributable  to numerous  factors,  including the retention of a new President,
John Evans, who assumed his duties on August 1, 1997 and  subsequently  resigned
his positions as President and a director in December  1998,  the execution of a
consulting  agreement and fees payable thereon,  also which took place on August
1, 1997,  increased  newsstand and subscription  promotional  costs and increase
commissions  payable due to the increase  advertising  revenues.  The  Company's
sales advertising staff is paid on a commission basis. The Company also incurred
interest  expense of $335,498  during the fiscal year ended  December  31, 1998,
compared to interest  expense of $181,549  during the fiscal year ended December
31, 1997, as a result of increased debt taken on by the

                                                                              13

<PAGE>



Company during the 1998 fiscal year during the Company's unsuccessful attempt to
increase circulation of the Magazine.

         As a result,  the Company  generated a net loss of $(3,240,204) for the
fiscal year ended December 31, 1998 ($.21 per share),  compared to a net loss of
$(1,494,268)  ($.15 per share) for the fiscal year ended  December 31, 1997,  an
increase of $(1,745,936) (116.8%).

LIQUIDITY AND CAPITAL RESOURCES

         At the fiscal year ended December 31, 1998, the Company had $139,459 in
cash.  Accounts  receivable  decreased to $81,796 from  $399,580 for the similar
period in 1997, a decrease of $317,784 (79.5%),  which management  attributes to
the  elimination  of  subscription   promotional  programs,   higher  advertiser
collections and lower amounts due from the newsstand national distributor due to
renegotiated terms of the applicable contract.

         In August 1998, the Company obtained a new loan in the principal amount
of $550,000 from IBF Special  Purpose  Corporation II,  Washington,  D.C.. to be
used for general  working  capital.  This loan bears interest at the rate of 18%
per annum and was due December 19, 1998, including a one time extension fee paid
to this lender of $5,500.  In December  1998,  the Company repaid $27,500 of the
principal  balance.  As of the date of this report,  this loan is in default but
the  Company is in  communication  with this  lender and they are  working out a
proposed repayment plan. As of the date of this report, no definitive  agreement
has been  reached.  The loan  provides  for an exit fee  equal to 3% of the loan
($16,500).   Management  is  currently  reviewing  its  options  regarding  this
obligation,   including  seeking  out  other  long  term  lenders.  However,  no
assurances can be provided that such other  arrangements  will be made to insure
that the Company does not enter into a default of this obligation.

         The Company has two other outstanding notes payable to  non-affiliates,
including  one note with an  outstanding  balance  of  $100,500,  which  accrues
interest at the prime rate,  plus 2% per annum and is due on demand and which is
currently in default.  This obligation is part of the liabilities assumed by the
Company in the Milton Magazine acquisition.  See "Part I, Item 1, Description of
Business." As of the date of this report,  management is in discussions with the
note holder to resolve this obligation,  but no definitive  arrangement has been
reached and there can be no assurances  that an agreement will be reached in the
future.  The second  note in the  amount of  $139,951  is due July 15,  1999 and
accrues interest at the rate of 12% per annum.

         In 1995,  the majority  stockholder  of the Company  loaned the Company
$932,313  which  bears  interest  at the rate of 12% per  annum  and is due upon
demand. The obligation is secured by all of the

                                                                              14

<PAGE>



assets of the  Company.  The note holder  agreed to  subordinate  this  security
position  relevant  to  the  Company's  accounts   receivable.   In  1996,  this
stockholder  subsequently  assigned this Note to JCM Capital  Corp.,  a minority
stockholder.  This note is  secured  by  substantially  all of the assets of the
Company, but is subordinated to the Company's factoring  arrangement.  See below
for a description  of this  factoring  agreement.  As of December 31, 1998,  the
outstanding balance owed on this obligation totalled $932,313.

         The Company  also owes Edward T. Stein,  principal  shareholder  and an
officer and director of the Company,  the principal amount of $1,987,823,  which
accrues interest at the rate of 12% per annum and is due upon demand.  It is not
anticipated  that Mr. Stein will tender demand for repayment of this  obligation
in the foreseeable future.

         The Company presently factors its monthly domestic accounts  receivable
with Riviera Financial, Inc., Los Angeles, California ("Riviera").  The majority
of factoring  provided by Riviera is on a non-recourse  basis.  On average,  the
Company pays a fee to Riviera of approximately 4.5% per month. Historically, the
Company factors approximately $2.5 million per annum in accounts receivable with
Riviera. Riviera's maximum fee for factoring the Company's receivables is 9% per
month,  with a hold  back  of  11% on  each  invoice  until  receipt  of  funds.
Therefore,  Riviera  is  only  factoring  89% of the  Company's  total  eligible
domestic advertising receivables. In addition, Riviera also acts the capacity of
credit manager for the Magazine by performing  credit checks,  mailing invoices,
making collection calls and posting receivables.

         Management  recognizes  that, in order to allow the Company to commence
profitable operations,  it will be necessary for the Company to raise additional
equity  capital of between  $2-3  million.  In this regard,  management  has had
numerous  discussions  with  potential  investors,  but as of the  date  of this
report, no definitive arrangement has been reached with any party who has agreed
to inject such capital into the business.  Failure to obtain  additional  equity
capital  into the Company will force  management  to reduce  editorial  expense,
which may affect the quality of the Magazine. Alternatively, management may also
reduce  the  number of copies  printed,  which  will  result in a  reduction  in
newsstand and advertising  revenue.  If these methods are not successful,  it is
doubtful that the Company will be able to survive and the Company will be forced
to liquidate.

TRENDS

     Management believes that the Company will continue to operate the Company's
business at a loss for the next year or two, but is cautiously  optimistic  that
the Company will begin generating  profits from its operations  beginning in the
2000 fiscal year,  provided that additional  capital is invested in the Company.
This
                                                                              15

<PAGE>



will  occur as a result of cost  cutting  measures  which  have been  adopted by
management and  anticipation of increased  circulation of and advertising in the
Company's magazine and corresponding revenues therefrom.  Management has reduced
its staff and moved to smaller offices. In addition,  all operating expenses are
being reduced.  Relevant  thereto,  a new printing contract with R.R. Donnelly &
Sons,  Inc.  was  signed in  November  1998,  further  reducing  costs of sales.
However,  there can be no  assurances  that the Company  will become  profitable
within the time parameters described herein, or at all.

INFLATION

         Although  the  operations  of the  Company  are  influenced  by general
economic conditions,  the Company does not believe that inflation had a material
affect on the results of operations during the nine month period ended September
30, 1998.

YEAR 2000 DISCLOSURE

         Many existing  computer programs use only two digits to identify a year
in  the  date  field.   These  programs  were  designed  and  developed  without
considering the impact of the upcoming change in the century.  If not corrected,
many computer  applications  could fail or create erroneous results by or at the
Year 2000.  As a result,  many  companies  will be required to  undertake  major
projects  to  address  the  Year  2000  issue.   The  Company   presently   owns
approximately  $80,000 worth of computers.  It utilizes outside  contractors for
the bulk of its computer work.  These  consultants have advised the Company that
they have made all necessary  revisions to their software to avoid any potential
problems  arising  in  the  year  2000.  Relevant  to the  Company's  computers,
management is in the process of retaining outside computer consultants to assist
the Company in insuring that its computers will not fail in 2000. However, as of
the date of this report,  the Company does not have available a definitive  cost
applicable to any service to be undertaken on its computer software to avoid any
problems  in this  regard.  While  no  assurances  can be  provided,  management
believes that such cost will not be material to the Company.

ITEM 7.  FINANCIAL STATEMENTS

                                                                              16

<PAGE>


















                      DETOUR MAGAZINE, INC.


                      FINANCIAL STATEMENTS


          For the Years Ended December 31, 1998 and 1997


                                                                              17

<PAGE>









                      DETOUR MAGAZINE, INC.


                            CONTENTS



                                                             Page
                                                             ----


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS              1


FINANCIAL STATEMENTS

  Balance Sheet                                               2-3
  Statements of Operations                                      4
  Statements of Changes in Accumulated Deficit                  5
  Statements of Cash Flows                                    6-7


NOTES TO FINANCIAL STATEMENTS                                8-16



                                                                              18

<PAGE>



            REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
            --------------------------------------------------


To the Board of Directors of
Detour Magazine, Inc.

We have audited the accompanying  balance sheet of Detour  Magazine,  Inc. as of
December 31, 1998, and the related statements of operations, accumulated deficit
and cash flows for the years ended December 31, 1998 and 1997.  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  generally   accepted  auditing
standards.  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 Magazine,  Inc. as of
December 31, 1998 and the results of its  operations  and its cash flows for the
years ended  December 31, 1998 and 1997 in conformity  with  generally  accepted
accounting principles.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a  going  concern.  As  shown  in  Note  11 to the  financial
statements,  the Company  incurred a net loss of  $3,240,204  for the year ended
December  31, 1998 and, as of that date,  had a working  capital  deficiency  of
   $5,634,296     and a stockholders' deficiency of $5,266,695. Those conditions
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  The  financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.

Woodbury, New York

March 19, 1999, except for Note 12, which is dated April 14, 1999



                                       -1-


                                                                              19

<PAGE>

<TABLE>




                      DETOUR MAGAZINE, INC

                         BALANCE SHEET

                        December 31, 1998


<CAPTION>
                             ASSETS
                             ------




<S>                                                     <C>     
CURRENT ASSETS
 Cash                                                   $139,459
 Accounts receivable, less allowance for
  doubtful accounts of $58,500                            81,796
 Prepaid expenses and other current
  assets                                                 147,384
                                                        --------

     Total Current Assets                               $368,639
                                                        --------

PROPERTY AND EQUIPMENT, net                               90,801
                                                        --------

OTHER ASSETS
  Intangible assets                                      261,290
  Security deposits                                       15,510
                                                        --------

     Total Other Assets                                  276,800
                                                        --------


     TOTAL ASSETS                                       $736,240
                                                        ========






         The  accompanying  notes  are  an  integral  part  of  these  financial
statements.



                                       -2-


                                                                              20

<PAGE>





                      DETOUR MAGAZINE, INC.

                         BALANCE SHEET

                        December 31, 1998

<CAPTION>

             LIABILITIES AND STOCKHOLDERS' DEFICIENCY
             ----------------------------------------


<S>                                                   <C> 
CURRENT LIABILITIES
 Accounts payable and accrued expenses                $1,684,567
 Unexpired subscriptions                                 138,831
 Notes payable                                           762,951
 Due to stockholder                                    1,987,823
 Note payable, stockholder                               932,313
 Interest payable                                        496,450
                                                      ----------

     Total Current Liabilities                         6,002,935
                                                      ----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
Preferred stock, $.01 par value,
 10,000,000 shares authorized, none
 issued and outstanding                                      -0-
Common stock, $.001 par value, 25,000,000
 shares authorized, 15,586,669 shares
 issued and outstanding                                   15,587
Additional paid-in capital                             1,664,841
Accumulated deficit                                   (6,947,123)
                                                      ----------

     TOTAL STOCKHOLDERS' DEFICIENCY                   (5,266,695)
                                                      ----------

     TOTAL LIABILITIES AND
          STOCKHOLDERS' DEFICIENCY                    $  736,240
                                                      ==========

         The  accompanying  notes  are  an  integral  part  of  these  financial
statements.

</TABLE>
                                       -3-


                                                                              21

<PAGE>

<TABLE>


                      DETOUR MAGAZINE, INC.

                    STATEMENTS OF OPERATIONS

         For the Years Ended December 31, 1998 and 1997





<CAPTION>
                                         1998            1997
                                     -----------     -----------
<S>                                  <C>             <C>        
SALES                                $ 4,177,833     $ 3,938,828


COSTS OF SALES                         2,834,621       2,063,615
                                     -----------     -----------

     GROSS PROFIT                      1,343,212       1,875,213


SELLING, GENERAL AND ADMINISTRATIVE
 EXPENSES                              4,229,529       3,187,932
                                     -----------     -----------

     OPERATING LOSS                   (2,886,317)     (1,312,719)
                                     -----------     -----------
OTHER EXPENSES
  Interest expense                      (335,498)       (181,549)
  Loss on disposal of assets             (18,389)              0
                                     -----------     -----------

     TOTAL OTHER EXPENSES               (353,887)       (181,549)
                                     -----------     -----------

     NET LOSS                        $(3,240,204)    $(1,494,268)
                                     ===========     ===========

LOSS PER SHARE OF COMMON STOCK
 Basic and Diluted                        $(0.21)         $(0.15)
                                     ===========     ===========
WEIGHTED AVERAGE COMMON STOCK
 OUTSTANDING                          15,133,057      10,015,389
                                     ===========     ===========


         The  accompanying  notes  are  an  integral  part  of  these  financial
statements.

</TABLE>

                                       -4-


                                                                              22

<PAGE>

<TABLE>


                           DETOUR MAGAZINE, INC.

                STATEMENTS OF CHANGES OF ACCUMULATED DEFICIT

               For the Years Ended December 31, 1998 and 1997





<CAPTION>
                                                     Additional
                                   Common Stock       Paid-in   Accumulated
                                  Share    Amount     Capital     Deficit       Total
                               ----------  -------  ----------  -----------  -----------
<S>                            <C>         <C>      <C>         <C>          <C>         
Balance - January 1, 1997       9,330,760  $ 9,331  $  777,696  $(2,212,651) $(1,425,624)

Recapitalization resulting
 from merger                   (4,330,760)  (4,331)         47            -       (4,284)

Stock split                     5,000,000    5,000      (5,000)           -            0

Issuance of common stock          369,336      369     262,325            -      262,694

Net Loss                                -        -           -   (1,494,268)  (1,494,268)
                               ----------  -------  ----------  -----------  -----------
Balance - December 31, 1997    10,369,336   10,369   1,035,068   (3,706,919)  (2,661,482)

Issuance of common stock          817,333      818     612,182                   613,000

Options exercised               4,400,000    4,400      17,591                    21,991

Net Loss                                -        -           -   (3,240,204)  (3,240,204)
                               ----------  -------  ----------  -----------  -----------
Balance - December 31, 1998    15,586,669  $15,587  $1,664,841  $(6,947,123) $(5,266,695)
                               ==========  =======  ==========  ===========  ===========














         The  accompanying  notes  are  an  integral  part  of  these  financial
statements.

</TABLE>

                                       -5-


                                                                              23

<PAGE>
<TABLE>



                      DETOUR MAGAZINE, INC.

                    STATEMENTS OF CASH FLOWS

          For the Years Ended December 31, 1998 and 1997

<CAPTION>
                                                     1998           1997
                                                 -----------    -----------
<S>                                              <C>            <C>        
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                                        $(3,240,204)   $(1,494,268)
 Adjustments to reconcile net loss to
  Net cash used in operating activities:
    Depreciation and amortization                     92,536         35,640
    Loss on disposal of property and equipment        18,389              0
    Changes in allowance for doubtful
     accounts                                        (48,730)        77,230
    (Decrease) increase in accounts
     receivable                                      366,514       (302,731)
    Increase in prepaid expenses
     and other current assets                        (86,305)       (24,301)
    (Increase) decrease in security deposits          (1,760)         5,770
    Increase in accounts payable and
     accrued expenses                                774,446        484,359
    (Decrease) increase in unexpired
     subscriptions                                   (53,226)       166,393
    Increase in interest payable                     252,619        164,584
                                                 -----------    -----------
     TOTAL ADJUSTMENTS                             1,314,483        606,944
                                                 -----------    -----------
     NET CASH USED IN OPERATING ACTIVITIES        (1,925,721)      (887,324)
                                                 -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchases of property and equipment                 (25,708)       (19,346)
 Purchases of intangible assets                      (85,706)             0
 Collection from officer, net                              0         52,241
                                                 -----------    -----------
     NET CASH (USED IN) PROVIDED BY INVESTING
      ACTIVITIES                                    (111,414)        32,895
                                                 -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from notes payable                         550,000        122,000
 Principal repayments of note payable,
  stockholder                                       (406,164)             0
 Advances from stockholder, net                    1,386,678        503,886
 Net proceeds from issuance of common
  stock                                              634,991        262,694
                                                 -----------    -----------
     NET CASH PROVIDED BY FINANCING
      ACTIVITIES                                 $ 2,165,505    $   888,580
                                                 -----------    -----------

         The  accompanying  notes  are  an  integral  part  of  these  financial
statements.

                                       -6-


                                                                              24

<PAGE>



                              DETOUR MAGAZINE, INC.

                       STATEMENTS OF CASH FLOWS, Continued

                 For the Years Ended December 31, 1998 and 1997



                                                     1998           1997
<CAPTION>
                                                 -----------    -----------
<S>                                              <C>            <C>        
     NET INCREASE IN CASH                        $   128,370    $    34,151


CASH (OVERDRAFT) - Beginning                          11,089        (23,062)
                                                 -----------    -----------

CASH - Ending                                    $   139,459    $    11,089
                                                 ===========    ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during the years for:

    Interest                                     $    82,879    $    16,965
    Taxes                                        $       800    $     1,100


Non cash investing and financing activities:

     During 1998, the Company  purchased  certain  intangible assets by assuming
     debt in the amount of $227,842.

     During 1998, the Company disposed of certain assets in which the book value
     of the assets were  credited  against due to  stockholder  in the amount of
     $8,831.

     During  1998,  the  Company  converted  accounts  payable  in the amount of
     $139,951 to a promissory note.

     During  1997,  the  Company  converted  accounts  payable  in the amount of
     $105,000 to a promissory note.





         The  accompanying  notes  are  an  integral  part  of  these  financial
statements.

</TABLE>
                                       -7-


                                                                              25

<PAGE>



                      DETOUR MAGAZINE, INC.

                  NOTES TO FINANCIAL STATEMENTS

NOTE 1 - Summary of Significant Accounting Policies

     Nature of Business
     Detour Magazine,  Inc., formerly known as Ichi-Bon  Investment  Corporation
     (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
     Company maintains office locations in Los Angeles and New York City.


     Business Combination
     On  June  6,  1997,   pursuant  to  terms  of  an  Agreement  and  Plan  of
     Reorganization,  the  Company  acquired  all of the issued and  outstanding
     securities  of Detour,  Inc.,  a  California  corporation,  in exchange for
     4,500,000  "restricted"  common  shares of the  Company.  As a result,  the
     Company was the surviving  entity.  This transaction was accounted for as a
     reverse  acquisition  whereby Detour,  Inc. was the acquirer for accounting
     purposes.  The historical  financial  statements  prior to June 6, 1997 are
     those of Detour, Inc. As part of the terms of this transaction, the Company
     amended  its  Articles  of  Incorporation,  changing  its  name  to  Detour
     Magazine, Inc.


     Property and Equipment
     Property  and  equipment  is stated at cost.  Maintenance  and  repairs are
     charged to expense as incurred;  costs of major  additions and  betterments
     are capitalized.  When property and equipment is sold or otherwise disposed
     of, the cost and related  accumulated  depreciation are eliminated from the
     accounts and any resulting gain or loss is reflected in income.


     Depreciation and Amortization
     Depreciation is provided for on the straight-line  and accelerated  methods
     over the  estimated  useful  lives of the related  assets.  The cost of the
     leasehold improvements is amortized over the lesser of the estimated useful
     lives of the assets or the length of the related leases.





                                       -8-




                                                                              26

<PAGE>



                      DETOUR MAGAZINE, INC.

                  NOTES TO FINANCIAL STATEMENTS


NOTE 1 - Summary of Significant Accounting Policies, continued

     Comprehensive Income

     during the year ended December 31, 1998, the Company adopted FASB Statement
     no. 130 ("SFAS")  "Reporting  Comprehensive  Income." SFAS 130 requires the
     reporting  of   comprehensive   income  in  addition  to  net  income  from
     operations.  Comprehensive  income is a more inclusive  financial reporting
     methodology that includes disclosure of certain financial  information that
     historically has not been recognized in the calculation of net income.  The
     adoption of SFAS 130 and related  required  disclosures were not considered
     material to the financial  statements and no separate disclosures have been
     presented.

     Advertising Costs
     Advertising costs are expensed as incurred.


     Revenue Recognition
     Advertising  revenue  is  recognized  upon the  issuance  of the  magazine.
     Subscription  revenue is recognized on a monthly basis over the life of the
     individual   subscriptions.   Unexpired  subscriptions  represent  unearned
     subscription revenue.


     Cash
     The  Company has cash  balances  in banks in excess of the  maximum  amount
     insured by the FDIC as of December 31, 1998.


     Income Taxes
     Deferred  income tax assets  and  liabilities  are  computed  annually  for
     differences  between the  financial  statement  and tax basis of assets and
     liabilities that will result in taxable or deductible amounts in the future
     based on  enacted  laws and rates  applicable  to the  periods in which the
     differences are expected to affect taxable income. Valuation allowances are
     established  when  necessary  to reduce  deferred  tax assets to the amount
     expected to be  realized.  Income tax expense is the payable or  refundable
     for the period plus or minus the change  during the period in deferred  tax
     assets and liabilities.





                                       -9-



                                                                              27

<PAGE>



                      DETOUR MAGAZINE, INC.

                  NOTES TO FINANCIAL STATEMENTS

NOTE 1 - Summary of Significant Accounting Policies, continued

     Net Earnings per Share
     During the year ended December 31, 1997, the Company  adopted the provision
     of statements of accounting standards No. 128 Earnings per Share ("SFAS No.
     128").  SFAS No. 128  eliminates  the  presentation  of  primary  and fully
     diluted  earnings per share ("EPS") and requires  presentation of basic and
     diluted EPS. Basic EPS is computed by dividing  income (loss)  available to
     common  stockholders  by  the  weighted-average  number  of  common  shares
     outstanding  for the period.  Diluted EPS is based on the  weighted-average
     number of shares of common stock and common stock  equivalents  outstanding
     at  year  end.  Common  stock  equivalents  have  been  excluded  from  the
     weighted-average shares for 1998 and 1997, as inclusion is anti-dilutive.

     Stock-Based Compensation
     In October 1995,  Financial Accounting Standards Board issued Statements of
     Financial  Accounting  Standards.  No.  123  "Accounting  for  Stock  Based
     Compensation" ("SFAS No. 123"). SFAS No. 123 requires  compensation expense
     to be recorded (i) using the new fair value  method or (ii) using  existing
     accounting rules prescribed by Accounting  Principles Board Opinion No. 25,
     "Accounting  for  Stock  Issued  to  Employees"   ("APB  25")  and  related
     interpretations  with pro forma  disclosure of what net income and earnings
     per  share  would  have been had the  Company  adopted  the new fair  value
     method.  The Company  intends to continue to account for its employee stock
     options in accordance with the provision of APB 25. Had the Company elected
     to recognize  compensation  costs based on the fair value of the options at
     the date of grant as prescribed by SFAS No. 123, there would be no material
     effect from that  recognized  under APB 25 for the year ended  December 31,
     1998.

     Reclassifications
     Certain  accounts  in  the  prior  year  financial   statements  have  been
     reclassified  for comparative  purposes to conform with the presentation in
     the current year  financial  statements.  These  reclassifications  have no
     effect on previously reported income.





                                      -10-


                                                                              28

<PAGE>



                      DETOUR MAGAZINE, INC.
                  NOTES TO FINANCIAL STATEMENTS


NOTE 1 - Summary of Significant Accounting Policies, continued

     Use of Estimates in the Financial  Statements The  preparation of financial
     statements in conformity  with  generally  accepted  accounting  principles
     requires  management  to make  estimates  and  assumptions  that affect the
     reported  amounts of assets and  liabilities  and  disclosure of contingent
     assets and  liabilities  at the date of the  financial  statements  and the
     reported amounts of revenues and expenses during the reporting period.
     Actual results could differ from those estimates.

     Fair Value of Financial Instruments
     The Company's  financial  instruments include cash, accounts receivable and
     accounts  payable and amounts due to  stockholders.  Due to the  short-term
     nature  of  these   instruments,   the  fair  value  of  these  instruments
     approximate their recorded value.

NOTE 2 - Accounts Receivable

     In October  1997,  the Company  amended  its  factoring  agreement  for the
     majority of the Company's accounts  receivable with a finance company.  The
     receivables  are  purchased  at  a  discount  between  2.5%  and  9%  on  a
     preapproved  basis.  The majority of the factoring  provided by the finance
     company is on a non-recourse basis. The Company's obligation to the finance
     company  is  secured  by  substantially  all of the  Company's  assets.  At
     December 31, 1998, there was no amounts due from the finance company.

NOTE 3- Property and Equipment

     Property and equipment at December 31, 1998 consists of the following:
                                                      Estimated
                                  Amount            Useful Lives
                                 --------           ------------
     Office equipment            $148,008             5-7 years
     Furniture and fixtures        63,666             5-7 years
     Automobiles                    9,500               5 years
                                 --------
                                  221,174
                                 --------
     Less:  Accumulated
            Depreciation
            and amortization      130,373
                                 --------
          Property and
           Equipment, net        $ 90,801
                                 ========
     Depreciation and amortization expense for the years then ended December 31,
     1998 and 1997 $40,278 and $35,640, respectively.

                                      -11-

                                                                              29

<PAGE>




                      DETOUR MAGAZINE, INC.

                  NOTES TO FINANCIAL STATEMENTS

NOTE 4 - Intangible Assets

     In February 1998, the Company entered into an agreement to purchase certain
     intangible   assets  and  assumed  certain   liabilities   from  Berle-Moll
     Enterprises,  Inc. ("Berle") for a purchase price of $295,842.  The Company
     paid  $68,000  in cash,  issued a note  payable  on  behalf of Berle in the
     amount  of  $107,164  and  assumed  certain  liabilities  in the  amount of
     $120,678.  At  December  31,  1998,  the Company was in default of the note
     payable (see Note 5). The  acquisition was accounted for using the purchase
     method  and the  purchase  price  was  allocated  to  assets  acquired  and
     liabilities  assumed  based on the fair value of the net assets on the date
     of the acquisition.  The acquisition carries a contingent clause whereby in
     the  event  that the  Company  ceases to  publish  the  acquired  magazine,
     promptly upon demand by Berle,  the Company shall take all action necessary
     to  transfer  the  acquired  magazine  trademarks  to Berle.  The  acquired
     intangible  assets are being amortized on a straight-line  method over five
     years.  Amortization expense for the years ended December 31, 1998 and 1997
     was $52,258 and $-0-, respectively.

NOTE 5 - Notes Payable

     Notes payable at December 31, 1998 consists of the following:


      Note payable        due in March 1999, bears
      interest at 18% payable monthly.  The
      note is personally guaranteed by the
      Company's majority stockholder.  (See
      Note 12.)                                        $522,500

      Note payable, principal and unpaid
      interest is due on July 15, 1999, bears
      interest at 12%.                                  139,951

      Note payable, principal and unpaid
      interest is due in Twenty-four equal
      monthly installments which bears        
      interest at prime rate   ,     plus 2%.  The
      Company is currently in default                   100,500
                                                       --------

          Total Notes Payable                          $762,951
                                                       ========

NOTE 6 - Due to Stockholder

         This  balance  represents  advances  from  Mr.  Stein,  (the  "majority
     stockholder")  of the  Company,  which  bears  interest  at 12%  per  annum
     calculated  on the average  monthly  outstanding  balance and is payable on
     demand.
                                      -12-

                                                                              30

<PAGE>




                      DETOUR MAGAZINE, INC.

                  NOTES TO FINANCIAL STATEMENTS

NOTE 7 - Note Payable, Stockholder

     The majority  stockholder  of the Company  advanced  funds in the amount of
     $932,313 to the Company during 1995.  This amount was converted to a demand
     note  (the  "Note")  subsequently,   bearing  interest  at  12%  per  annum
     calculated on the average monthly outstanding  balance. On August 14, 1996,
     this Note was assigned by the majority  stockholder to another stockholder,
     JCM Capital Corp.  The Note is secured by  substantially  all the assets of
     the Company and is subordinated to the Company's factoring agreement with a
     finance  company (see Note 2). At December 31, 1998 $932,313 is outstanding
     under this Note.


NOTE 8 - Income Taxes

     The Company recognizes deferred tax assets for the future tax effect of net
     operating loss  carryforwards.  A valuation  allowance is provided if it is
     unlikely  that some  portion or all of the  deferred tax assets will not be
     realized.  Management  concluded a valuation  allowance was  appropriate at
     December  31,  1998  due to  operating  losses  incurred.  The  need  for a
     valuation allowance is evaluated periodically by management.

     The components of deferred tax assets at December 31, 1998 are as follows:

       Federal                                $2,101,430
       State                                     826,576
                                              ----------
          Total Deferred Tax Assets            2,928,006

     Less:  Valuation Allowances               2,928,006
                                              ----------
          Deferred Tax Asset, Net of
           Valuation Allowances               $        0
                                              ==========

     Operating  loss  carryforwards,  which  may  provide  future  tax  benefits
     approximate   $6,926,922  at  December  31,  1998.   The   operating   loss
     carryforwards expire through 2018.






                                      -13-



                                                                              31

<PAGE>



                      DETOUR MAGAZINE, INC.

                  NOTES TO FINANCIAL STATEMENTS


NOTE 9 - Commitments and Contingencies

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

     Certain  operating  leases provide  renewable  options at their fair rental
     value at the time of renewal.  In the normal course of business,  operating
     leases are generally renewed or replaced by other leases.

     Rent  expense for the years ended  December  31, 1998 and 1997 was $134,884
     and $105,837, respectively.

     Minimum future rental payments under  noncancelable  operating leases as of
     December 31, 1998 in the aggregate are as follows:

                Year Ending
                December 31,           Amount
                ------------          --------
                    1999              $111,008
                    2000               112,796
                    2001                72,112
                                      --------
                      Total           $295,916
                                      ========

     Employment Agreement
     On August 19, 1997, the Company entered into two year employment  agreement
     with the president of the Company.  The agreement was  terminated  upon the
     resignation  of the president in December  1998. The amount paid under this
     employment agreement for the year ended December 31, 1998 was $105,000.

     Consulting Agreement
     On August 19,  1997,  the  Company  entered  into a two year  noncancelable
     consulting  agreement  with an entity owned by the president and an officer
     of the Company.  The agreement was terminated  upon the  resignation of the
     president in December 1998. The amount paid under this consulting agreement
     for the year ended December 31, 1998 was $105,078.

     Litigation
     The Company is party to litigation in the normal course of business,  which
     in the opinion of management the outcome of such litigation will not have a
     material impact on the Company's financial statements.

                                      -14-

                                                                              32

<PAGE>




                      DETOUR MAGAZINE, INC.

                  NOTES TO FINANCIAL STATEMENTS


NOTE 10 - Common Stock

     Stock Split
     In December 1997, the Company undertook a forward stock split, whereby each
     share of common stock then issued and  outstanding  was provided with a one
     share stock dividend.

     Stock Raise
     In November  1997, the Company  commenced a private  offering of its common
     stock,  wherein it proposed to sell up to 4,700,000  shares of common stock
     at a price of $0.75 per share post stock split (See above).  As of December
     31, 1998,  in the  aggregate,  the net proceeds  received  from the private
     offering in  connection  with the sale of 1,186,669  shares of common stock
     was $875,694, which was net of expenses of $14,308.

     Exercise of Options
     In December  1997,  the Company  adopted a  nonqualified  stock option plan
     which reserved  2,200,000 shares of common stock that may be granted to key
     employees, consultants, representatives, officers and directors. The option
     price per share will be  determined  by the Board of  Directors at the time
     any option is granted.

     In December 1997, the Company granted options to purchase  2,200,000 common
     stock shares at $0.01 per share prior to the stock split (See above).

     In 1998,  options  to  purchase  4,400,000  shares  of  common  stock  were
     exercised  resulting  in net  proceeds  to the  Company  in the  amount  of
     $21,991.


NOTE 11 - Going Concern Uncertainty

     As shown in the accompanying  financial statements,  the Company incurred a
     net loss of  $3,240,204  during the year ended  December  31,  1998.  As of
     December 31, 1998, the Company's current  liabilities  exceeded its current
     assets by $5,634,296 and its total liabilities exceeded its total assets by
     $5,266,695.  These conditions raise  substantial  doubt about the Company's
     ability to  continue  as a going  concern.  The  Company  plans to decrease
     publishing  operations  and  reduce  selling,  general  and  administrative
     expenses.  The Company  also plans to raise  additional  capital  through a
     private placement offering.  These financial  statements do not include any
     adjustments that might result from the outcome of this uncertainty.





                                      -15-

                                                                              33

<PAGE>



                      DETOUR MAGAZINE, INC.

                  NOTES TO FINANCIAL STATEMENTS


NOTE 12 - Subsequent Event

     In March 1999,  the Company was unable to meet its obligation and defaulted
     on the  note  payable  which  is  personally  guaranteed  by the  Company's
     majority stockholder.  At December 31, 1998, the amount of the note payable
     was  $522,500.  (See Note 5) The Company is  currently in  negotiations  to
     refinance this obligation.












































                                      -16-


                                                                              34

<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.

         Directors  are  elected  for  one-year  terms or until the next  annual
meeting  of  shareholders  and  until  their  successors  are duly  elected  and
qualified.  Officers  continue  in  office  at  the  pleasure  of the  Board  of
Directors.

         The Directors and Officers of the Company as of the date of this report
are as follows:

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

Edward T. Stein             47          Chairman of Board,
                                        President & Director

Barry Ross                  46          Chief Financial Officer,
                                        Corporate Secretary and
                                    Director

         All  Directors  of the Company  will hold office  until the next annual
meeting  of  the  shareholders  and  until  successors  have  been  elected  and
qualified.  Officers of the Company  are elected by the Board of  Directors  and
hold office until their death or until they resign or are removed from office.

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

         (b) Resumes:

         Edward T. Stein is  presently  Chairman  of the Board and a Director of
Detour,  a position he has held since  January  1995.  In addition,  in November
1998, Mr. Stein assumed the position of President of the Company. 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

                                                                              35

<PAGE>



in finance.  He devotes approximately 80 hours per month to the
business of Detour.

         Barry  Ross is  Chief  Financial  Officer,  Corporate  Secretary  and a
Director of the Company,  positions he assumed in August 1997. Mr. Ross has over
two decades of experience  with some of the world's  largest  publishers and has
served  in  key  positions  for  Charter  Publishing,   General  Media,  Kaching
Publications  and the New York Times  Women's  Group.  From May through  October
1997, Mr. Ross was a Vice President and Controller for Sullivan Media Corp., New
York City, a company engaged as direct response  subscription  agents. From July
1993  through  May , Mr.  Ross was the  Manager of  Newstand  Operations  of NYT
Women's  Group,  G&J  Publishing,  New York,  New York,  a  national  publishing
company. From March 1993 through July 1993, he was unemployed.  From August 1991
through March 1993,  he was the  Controller  of Kachina  Publications,  New York
City, a publishing  company.  Mr. Ross received a Bachelor of Science  degree in
accounting from SUNY at Plattsburgh in 1974. He devotes substantially all of his
time to the business of the Company.

KEY EMPLOYEES

         Steven Garbarino is currently the Editor-in-Chief of Detour Magazine, a
position he assumed in September, 1998. Prior, from April 1996 through September
1998, Mr.  Garbarino was the Sunday  features  editor and book editor at The New
York  Post.   From  February  1994  through  April  1996,   Mr.   Garbarino  was
Editor-in-Chief  at  Manhattan  File  Magazine,  New York  City.  Mr.  Garbarino
obtained a Bachelor  of Arts  degree in english and  creative  writing  from the
University of South Florida,  Tampa,  Florida in 1982. He devotes  substantially
all of his time to the business of the Company.

         Barbara  Zawlocki was  appointed  as  Publisher  of Detour  Magazine in
December  1998.  Prior,  since 1993 Ms.  Zawlocki  was  employed by the Company,
including  positions of Group  Advertising  Director,  Associate  Publisher  and
Advertising   Director.   Prior  to  joining  the  Company,   Ms.  Zawlocki  had
approximately  13 years  experience  in the magazine  publishing  industry.  Ms.
Zawlocki  received  a  Bachelor  of Arts  degree  in  marketing  from  New  York
University in 1980. She devotes substantially all of her time to the business of
the Company.

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  the
Company's officers,  directors and person who own more than 10% of the Company's
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 the Company  with copies of all Section  16(a) forms
they file.

         There  were no  changes  in the  securities  holdings  of any  officer,
director or principal shareholder.

                                                                              36

<PAGE>




ITEM 10.  EXECUTIVE COMPENSATION.

Remuneration

         The following table reflects all forms of compensation  for services to
the  Company for the years  ended  December  31, 1998 and 1997 of the then chief
executive officer of the Company.

<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>
John Evans,
President & 1997  $ 60,000     0        0         0        0        0        0
Director(1) 1998   105,000     0  105,078         0        0        0    7,300

Edward T.
Stein,
President &
Director    1998  $      0     0        0         0        0        0        0
-------------------------
<FN>

(1)      Mr. Evans  resigned his position as President of the Company  effective
         December  1998.  On that  date,  Mr.  Stein  assumed  the  position  as
         President.  The information  provided herein discloses the compensation
         received by Mr. Evans for the periods indicated.
</FN>
</TABLE>

It is  anticipated  that  Messrs.  Ross and  Steven  Garbarino  will be the only
employees of the Company who may receive compensation  exceeding $100,000 during
the fiscal year ending December 31, 1999. See "Resumes," above.

         The Company  maintains a policy  whereby the officers and  directors of
the Company may be compensated  for out of pocket  expenses  incurred by each of
them in the performance of their relevant duties. The Company reimbursed Messrs.
Evans, Ross and Stein, each of whom is or was a director of the Company,  in the
amounts of $54,936, $30,661 and $113,884, respectively, for such expenses during
the fiscal year ended December 31, 1998.

                                                                              37

<PAGE>




         In August  1997,  the Company  entered  into a two (2) year  employment
agreement with John Evans, former President of the Company.  Annual compensation
under this  contract  provided for the Company to pay Mr. Evans an annual salary
of $120,000.  In addition,  the Company provided Mr. Evans a leased  automobile.
The agreement also provided for a performance bonus to be paid to Mr. Evans once
the Company generates profits from operations.  However,  Mr. Evans resigned his
position with the Company in December  1998.  At that time,  the Company and Mr.
Evans  executed a mutual release  wherein the applicable  parties waived any and
all claims each may have against the other.

         Also in August 1997, the Company entered into a two (2) year consulting
agreement with Canterbury Consulting, Inc., of which Mr. Evans is that company's
principal.  Pursuant to the terms of the agreement, the Company agreed to pay to
Canterbury  $5,000  per month for the  initial  six month  term,  increasing  to
$11,667 in the second six months and further increasing to annual  consideration
of $100,000 in the last year of the agreement.  However, this agreement was also
terminated and mutual releases signed in December 1998.

STOCK PLANS

         In June 1997,  the  Company  adopted  the Detour  Magazine,  Inc.  1997
Non-Qualified  Stock Option Plan (the  "Plan"),  which  reserved an aggregate of
2,200,000  shares of the Company's Common Stock (pre forward split) for issuance
thereunder.  Subsequently,  the Company  authorized  the  issuance of  2,200,000
options  under the Plan to five  entities,  granting  each entity  options at an
exercise  price of $.01 per  share,  based  upon the per share book value of the
Company on the date of issuance in accordance with the terms of the Plan, as the
Company's  common  stock  had not yet  begun  to  trade.  As of the date of this
report,  all of the issued options have been  exercised.  None of the options to
purchase  shares of the  Company's  Common  Stock  under the Plan were issued in
favor of any member of management.

         There are no other bonus or  incentive  plans in effect,  nor are there
any understandings in place concerning additional  compensation to the Company's
officers.

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

         (a) and (b) Security Ownership of Certain Beneficial Owners
and Management.

         The table below lists the beneficial  ownership of the Company's voting
securities  by each person  known by the Company 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 15,

                                                                              38

<PAGE>



1998, the date of this report.  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(1)              Ownership          Class
 -----           --------              ---------          -----

Common      Edward T. Stein(2)         7,512,442          48.2%
            201 N. Service Rd.
            Suite 100
            Melville, NY 11747

Common      All Officers and Directors
            as a Group (2 persons)     7,512,442          48.2%


(1)      The  information  relating to  beneficial  ownership  of the  Company's
         Common  Stock  by  its  nominees  and  other   directors  is  based  on
         information  furnished  by them  using the  definition  of  "beneficial
         ownership"  set  forth  in  rules  promulgated  by the  Securities  and
         Exchange  Commission under Section 13(d) of the Securities Exchange Act
         of 1934.  Except  where there may be special  relationships  with other
         persons,  including  shares voting or investment power (as indicated in
         other footnotes to this table), the directors and nominees possess sole
         voting and investment power with respect to the shares set forth beside
         their names.

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

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Edward T. Stein,  principal  shareholder and an officer and director of
the Company,  has loaned the Company the principal  amount of $1,987,823,  which
accrues interest at the rate of 12% per annum and is due upon demand.  It is not
anticipated  that Mr.  Stein  will  tender  demand  for this  obligation  in the
foreseeable future.

         Also,  in 1995,  Mr.  Stein  loaned the  Company  $932,313  which bears
interest at the rate of 12% per annum and is due upon demand.  The obligation is
secured  by all of the  assets  of the  Company.  Mr.  Stein  subordinated  this
security position relevant to the Company's  accounts  receivable.  In 1996, Mr.
Stein  assigned this Note to JCM Capital Corp.,  a minority  stockholder.  As of
December 31, 1998,  the  outstanding  balance owed on this  obligation  totalled
$932,313.

     There  have  been  no  other  related  party  transactions,  or  any  other
transactions or relationships  required to be disclosed  pursuant to Item 404 of
Regulation S-B.



                                                                              39

<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

         EX-27  Financial Data Schedule

* 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.

(b)      Reports on Form 8-K

         In the last fiscal  quarter of the fiscal year ended December 31, 1997,
the Company did not file any reports on Form 8-K.



                                                                              40

<PAGE>



                                   SIGNATURES

         In accordance  with Section 13 or 15(d) of the Securities  Exchange Act
of 1934, the Company caused this     amendment to its     report to be signed on
its behalf by the undersigned,  thereunto duly  authorized,  on April    26    ,
1999.

                                          DETOUR MAGAZINE, INC.
                                          (Registrant)


                                          By:/s/ Edward T. Stein             
                                             ----------------------------------
                                             Edward T. Stein, President


                                          By:/s/ Barry Ross                  
                                             ---------------------------------
                                             Barry Ross, Chief Financial
                                             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 April    26    , 1999.



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


                                          /s/ Barry Ross                     
                                          -----------------------------------
                                          Barry Ross, Director




                                                                              41

<PAGE>


                              Detour Magazine, Inc.

             EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-KSB   /A1    
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

EXHIBITS                                                                Page No.

Financial Data Schedule......................................................43


                                                                             42