SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

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

                   For the fiscal year ended December 31, 1999

                           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
                                 (323) 469-9444
        (Address, including zip code and telephone number, including area
                    code, of registrant's executive offices)

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

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

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


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  12
months (or for such  shorter  period that the Company was  required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.

                                Yes  X   No
                                    ---     ---

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB.
                  ---

                         (Continued on Following Page)


<PAGE>



Issuer's revenues for its most recent fiscal year: $3,335,912

State the  aggregate  market value of the voting stock held  by  non-affiliates,
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days: As of May 1, 2000: $8,735,864.

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of  the  latest  practicable  date:  As of  May 1,  2000  there were
20,152,669 shares of the Company's common stock issued and outstanding.

Documents Incorporated by Reference: None

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

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                                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............................ 14
Item 3.    Legal Proceedings.................................. 14
Item 4.    Submission of Matters to a Vote of
               Security Holders............................... 16

PART II

Item 5.    Market for the Registrant's Common Equity
               and Related Stockholder Matters................ 16
Item 6.    Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations..................................... 17
Item 7     Financial Statements............................... 22
Item 8.    Changes in and Disagreements on Accounting
               and Financial Disclosure....................... 44

PART III

Item 9.    Directors, Executive Officers, Promoters
               and Control Persons, Compliance with
               Section 16(a) of the Exchange Act.............. 44
Item 10.   Executive Compensation............................. 46
Item 11.   Security Ownership of Certain Beneficial
               Owners and Management.......................... 47
Item 12.   Certain Relationships and Related
               Transactions................................... 48

PART IV

Item 13.   Exhibits and Reports on Form 8-K................... 49


SIGNATURES.................................................... 50


                                                                               3


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                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

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

     In addition to the  continuation  of publication  of Detour,  management is
implementing a new business strategy in areas related to the Internet and custom
publishing. This new business strategy is described in detail below.

DETOUR MAGAZINE

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

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

     Editorials follow the same focus,  providing insight into and publicity for
entertainers  and  media  personalities  who  have not yet  received  widespread
recognition.  Detour Magazine prides itself on some of the most talked about and
respected  photo  journalism  and  editorials in the  industry.  In this regard,
Detour Magazine received awards for photo journalism in 1998, including 5 awards
from the  First  Annual  Alfred  Eisenstadt  Awards,  as part of the  Collectors
Edition  for Life  Magazine  published  in the  Spring of 1998,  including  Best
Magazine Photography of the Year.

     During 1999,  each issue (other than double issues) of Detour  Magazine was
approximately 150 pages in length,  with  approximately 50 pages of advertising.
The  10  covers  featured  Robert  Downey,  Jr.,  Sarah  Michelle  Geller,  Cate
Blanchett,  Claudia Schiffer,  Dennis Rodman, Hugh Grant,  Jennifer Love Hewitt,
Nicholas Cage, Denise Richards and Johnny Depp.

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

     In  addition,  starting in 2000,  the Company  plans to publish two special
issues each year under the name "Detour Space". Detour Space takes its name from
one of the  magazine's  most popular and appealing  features,  -- a "sneak peek"
into some favorite  celebrities  and media  personalities  private  lives.  Each
section  includes photos of the celebrity in a place of special  significance to
the  celebrity,  accompanied  by a quote  explaining  why he or she  chose  that
particular location for the photo and why it means so much to them. Detour Space
will expand upon the theme of place to feature longer  pictorials and excursions
involving personalities and their homes, their work spaces and other elements of
the culture of the  celebrity,  in an effort to achieve a casual  intimacy  with
those whom are typically seen only in highly mediated, artificial circumstances.

     One of the  reasons  the  Company  intends  to publish  Detour  Space is to
provide a revenue  source for the two months when the  Company  does not publish
the magazine.  The Company estimates that the cost of each issue of Detour Space
will not exceed $125,000,  which is approximately  $50,000 less than the cost of
publishing each issue of the magazine.

     Advertising.  Management believes that the Company has established a strong
national advertising base. During 1999,  advertising  customers included,  among
others, Absolut Vodka, Bacardi,  Bottega Veneta, Bombay Sapphire,  Calvin Klein,
Candies,  Kamel, Camel,  Cartier,  Charles David,  Concord,  Diesel Jeans, Donna
Karan, Evian,  Gucci,  Prada, Polo,  Playboy,  Emporio Armani, GAP, Guess Jeans,
Hugo Boss, Levi's, Louis-Boston, L'Oreal, Mossimo, Marlboro, Polygram Films, Sky
Vodka, Sony Music,  Stussy,  MGM/United Artists,  Universal,  Varda Versace, and
Winston.

     Since  inception,  Detour  Magazine  has had  well  over  100  advertisers.
Advertising  revenues  accounted for  approximately  86% of the Company's  total
revenues during 1999. In 1999, the Company's two largest  advertisers,  Marlboro
and the Gap, accounted for approximately  14.6% ($201,659) and 12.5% ($156,211),
respectively,  of the Company's  total  advertising  revenues,  and the top five
accounts represented approximately 47.4% of total advertising revenues.

     Circulation/Distribution.   During  1999,  and  until  April  2000,  Detour
Magazine was distributed by Rider Circulation Services, Inc. Commencing with the
May 2000 issue, the magazine will be distributed by Curtis  Circulation  Company
("Curtis"). Curtis is

                                                                               5


<PAGE>



a leading  international  distributor,  allowing for broader distribution of the
magazine.

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

     Commencing in 1998, the Company  implemented a program to expand the Detour
Magazine's newsstand sales. The Company's newsstand consultant  coordinates this
plan  between  the  publisher  and the  Company's  distributor.  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.
The Company  hopes that this program will  continue to bring new retail  display
opportunities to Detour Magazine,  but there can be no assurances that this will
occur.

     During 1999, the Company  discontinued  its attempts to make  subscriptions
sales profitable.  It is currently  reviewing several strategic  alliances which
would be intended to result in an increase in the subscription base. However, as
of the date of this report,  no such alliances have been formed and there can be
no  assurances  that any such  alliance  will be formed in the future,  or if so
formed, that such alliance will result in any increase in the subscription base.

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

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

     Over the past year, in a dual effort to reinforce its image as an essential
fashion resource and to attract coveted fashion

                                                                               6


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

     In 1999 the Company made a minor  redesign of the front of Detour  Magazine
to add a sex column and an Internet column and to reintroduce  columns emanating
from New York and Los Angeles.  The city columns were  included to emphasize the
Company's  bi-coastal focus and to provide appealing  positions for advertisers.
It is hoped that this will serve as an incubator  for talent.  For example,  the
Company's first Los Angeles column,  "Misadventures in the (213)" was eventually
adapted into a successful  novel and is currently in  development as a potential
television  series.   Management   believes  this  demonstrates  the  Magazine's
viability  as a  springboard  for  ancillary  media  properties.  The Company is
committed to developing this area in the future.

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

     During 1999, the Company also produced a successful  Academy  Awards-themed
supplement  to the  magazine,  sponsored by the Internet  company the  Hollywood
Stock Exchange,  which  accompanied  the April 1999 issue.  The Company plans to
produce  additional  supplements  in the future,  including a comparison  to its
November "Young Hollywood" issue.

New Business Strategy

     In 1999,  management  developed a broad operational and financial strategic
plan  to  implement  and  develop  "Detour  Online,"  the  Company's  e-business
operations. The Plan calls for the Company to rapidly build its online brand and
customer  base by (i) creating an affinity  portal that broadly  serves a unique
market and a highly attractive demographic for advertisers;  (ii) leveraging its
existing print customer base via aggressive promotions and "advertorials" in the
Magazine;  (iii) developing a strong Internet  community base to ensure customer
retention and provide future

                                                                               7


<PAGE>



revenue-generating potential; (iv) aggressively marketing to both on and offline
via  special  events and  promotions;  and (v) pursing  content  and  e-commerce
partners to increase revenue and customer acquisition.

     Additionally, this strategy includes the creation of iDetour.com, an online
community destination with portal functions that caters to the niche demographic
market of Detour Magazine.  Further,  the Company has launched a second Internet
domain, DetourTV.com, which delivers TV-quality video to PC users.

     Detour  Online  will be the first step taken by the  Company to achieve the
goal  of  establishing   an  Internet  brand   synonymous  with  the  "hip"  and
trendsetting  population.  The Company  intends to derive  revenues  from Detour
Online through advertising, e-commerce and direct marketing. Management believes
that the Company's  existing  relationships  with advertisers in Detour Magazine
provide the Company  with an  advantage  over other  start-up  web  companies in
attracting  advertising.  Pursuant  to the  Plan,  Detour  is  adding  three new
divisions:

         -        Detour Online, which includes DetourTV and iDetour.com
         -        Detour Custom Publishing
         -        Detour Events

     In order to successfully  implement its online  strategy,  the Company must
raise a minimum of $2 million in additional  financing for web site development,
marketing and operating  costs and for additional  personnel.  The Company is in
discussions with investment bankers and others to provide or assist in providing
that  financing.  However,  as of the date of this Report,  the Company does not
have any written  commitments for this financing,  and no assurance can be given
that Detour will obtain any additional financing.

     At the present time, it is not anticipated  that additional  personnel will
be needed to implement  the Company's  new business  strategy,  other than those
persons  recently  added by the Company.  The Magazine has recently  added a new
creative  director and art director,  as well as a new chief executive  officer.
The creative  director and art director  will assist in the  development  of the
custom publishing business.

Detour Online

     Detour  Online will  utilize the  Company's  existing  staff to provide the
creative,  editorial  and  administrative  infrastructure  to launch a lifestyle
affinity  portal for affluent and style-  conscious  men and women.  The Company
intends  to  attract  users  to its  web  sites  by  offering  entertaining  and
informative   content,   community-building   features  and  strong  merchandise
presentation complemented by extensive product information. DetourTV.com is

                                                                               8


<PAGE>



representative  of Detour's  commitment  to being a major player in the world of
convergence  with the  unique  and world  wide  marketability  of its  Hollywood
content.

     As the  Internet  continues  to  grow,  new ways  are  being  found to make
people's lives more efficient. From the worlds of fashion and entertainment,  to
sex and travel. Detour Online will attempt to be on the top of the latest trends
and  information.  Users will be able to get a stock quote,  check  e-mail,  get
horoscopes,  or check out the sex tip of the day. The Detour website is designed
to provide easy navigation.  The Company plans to become the Internet  authority
on  what is hot  around  town  from  restaurants  and  nightclubs,  to gyms  and
shopping,  in three cities; New York, Los Angeles and Miami. The site will offer
free  Internet  access  through an  arrangement  with  1stUp.com to its Internet
member.

     During   December   1999  and   February   2000,   the   Company   launched
www.DetourTV.com and www.iDetour.com,  respectively, two Internet web sites. The
Plan calls for the multi-channel distribution of the Detour brand on a worldwide
basis.  The  strategies  call  for  leveraging  Detour's  brand in  digital  and
traditional  channels utilizing the Company's  operating platform to provide the
creative,  editorial  and  administrative  infrastructure  to  launch  the first
lifestyle  affinity portal for affluent and  style-conscious  men and women. The
Company  intends to aggregate users within its web sites and attempt to increase
its  advertising  revenues by offering  entertaining  and  informative  content,
community-building  features and strong merchandise presentation complemented by
extensive  product  information.  The plan  calls for the  Company  to build its
online brand and customer base by: (i) creating an affinity  portal that broadly
serves a unique market and a highly attractive demographic for advertisers; (ii)
leveraging its existing print customer base via promotions and "advertorials" in
the  magazine;  (iii)  developing  a strong  Internet  community  base to ensure
customer  retention  and  provide  future  revenue-generating   potential;  (iv)
marketing  both on and  offline  via  special  events  and  promotions;  and (v)
pursuing content and e-commerce partners to increase revenue and customer base.

     The  plan for  operating  the two  Internet  domains  includes  outsourcing
support facilities.  iDetour.com was built and will operate through an agreement
between the Company and  OpenSpace.com,  Inc.,  a leading web design and hosting
firm in Seattle,  Washington.  OpenSpace.com  has agreed to provide  Detour with
applications  services,  hosting  services  and related  professional  services,
including Custom Instant Portal Services  encompassing the day-to- day operation
including content,  registration,  personalized weather, chat, discussions,  web
e-mail and traffic  analysis.  Content services include basic wire content (news
and sports). Professional services are rendered in response to specific requests
by Detour for activities other than day-to-day operations.  Management estimates
that its annual cost with OpenSpace.com will

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be  approximately  $90,000  during the next twelve  months.  The agreement  with
OpenSpace is for one year  beginning  April 1, 2000. In addition to the cost for
OpenSpace.com,  Detour anticipates  spending  approximately  $100,000 during the
next twelve months for content development,  business development and marketing.
Additional  marketing  and  business  development  are  expected to be made as a
result of "trade outs" and content syndication with the Magazine.

     The Company has entered into an agreement with LoadTV.com,  Inc. to provide
DetourTV.com  software  applications that delivers TV-quality video to PC users.
LoadTV.com is a privately  held Los Angeles,  CA based  software and  production
company which  produces TV shows for the web.  LoadTV  software  "wraps  around"
Microsoft  Windows  Media  Player  and  this  company  will be  responsible  for
providing  the  production,  editing  and hosting of the Detour  content.  It is
anticipated  during  the next  year that  DetourTV  will  produce  two new video
segments per week for distribution presenting a series of short stories based on
highlights  of  Hollywood  parties and movie  premieres  produced to view on the
Internet.  The  content  developed  will be  syndicated  to other web  providers
through  the use of real  media,  a  widely  accepted  video  streaming  content
technology.  The content  produced  under the agreement  with LoadTV is owned by
Detour and will be used to develop  traffic  for  Detour's  web sites as well as
provide a platform to sell advertising and  sponsorships.  The estimated cost of
the LoadTV.com agreement is approximately  $120,000 over the next twelve months.
In addition to the costs for LoadTV technology,  Detour anticipates  spending an
estimated  $100,000  during  the next  twelve  months  for  marketing,  business
development and additional content.

Detour Custom Publishing

     Detour  Custom  Publishing  is being formed to  capitalize on the Company's
core publishing competency and to leverage its existing editorial,  creative and
technical  publishing  skills.  Detour  Custom  Publishing  will  specialize  in
providing turnkey custom  publishing  solutions to  small-to-medium  size online
companies.  Detour  Custom  Publishing  will help  companies  build their brand,
generate  revenues and develop  cross-media  marketing  solutions for successful
dot-com  companies.  The alliances  are being  structured to pay Detour all hard
costs attendant to the publication and to share revenue on a percentage basis.

     During 2000, Detour will add an additional  business unit to complement its
two Internet portals. The trend for online companies that began as pure Internet
plays is to develop  magazines  to extend  their  brand.  Examples  include eBay
Magazine,  Garden Escape and Yahoo Internet Life.  Small-to-medium size Internet
companies are putting their content into print for  essentially  three  reasons:
(i) lower cost compared to TV and radio; (ii) higher

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effectiveness, as people interact with print longer and more actively than other
media; and (iii) print is portable.

     By working with these companies to develop new print magazines,  Detour may
generate additional revenue and develop  cross-media  marketing  solutions.  The
custom  publishing unit will use the current  editorial and production  staff of
the Magazine, leveraging its core competency. A revenue model is being developed
to include both advertising and subscription sales, as well as production fees.

     Internet  and  digital  content  providers  need to  reach  viewers  across
multiple  channels.  The business model being developed provides for the digital
company to produce its content.  Detour will receive the content and provide art
direction,  creative  direction,  print and  circulation  management.  Acting as
advisors,  Detour will  create the print  vehicle to leverage  the  content.  In
addition to receiving a production  fee for providing the services,  Detour will
revenue share the advertising and circulation  income. In addition,  the Company
will offer to its own  advertisers,  as well as the  advertisers for its digital
customer, a new platform to place their ads.

Detour Events

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

     The Company anticipates producing these events on a cost plus markup, to be
billed  directly to the  relevant  advertisers.  In  addition,  the Company will
utilize its available  trade-outs and barter  arrangements  for to offset out of
pocket costs relating to some of the anticipated services to be provided.

Other

     In December 1999, the Company and its majority  stockholder entered into an
agreement with two financial  advisors to assist the Company in obtaining equity
and  debt  financing  and  to  provide  other  consulting  services,   including
identifying potential  acquisitions and strategic partners,  analyzing potential
acquisitions and other business  arrangements,  assisting in strategic  planning
and business development,  market support and assisting in developing e-business
plans.  In connection  with this  agreement,  the Company issued to each advisor
warrants to purchase  800,000 shares of its common stock at an exercise price of
$.10 a share.  The  vesting of such  warrants  is subject to certain  conditions
during a service period

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that extends  through  September 30, 2000, as follows:  (i) 25,000 warrants vest
per month throughout the service period; (ii) in addition, at such time that the
Company  receives at least  $1,000,000  of financing  arranged by the  financial
advisors, additional warrants shall vest in a ratio equal to the aggregate funds
raised  divided by  $5,000,000;  and (iii) in the event of a sale of the Company
during the service  period,  additional  warrants vest in an amount equal to the
number of vested warrants  immediately prior to the sale  (effectively  doubling
the number of vested warrants).  In no event shall the number of vested warrants
exceed the initial number of warrants of 1,600,000.

     The agreement  also  provides the financial  advisors an option to purchase
3,000,000  shares  of  common  stock  of  the  Company  owned  by  the  majority
stockholder  at an exercise  price of $.10.  The options shall be exercisable if
and only if the Company  receives at least  $5,000,000 in financing  arranged by
the financial  advisors.  The  stockholder  may terminate the option at any time
following the service period by 10-day written notice to the financial advisors,
unless the Company  has  received  $5,000,000  of  financing,  in which case the
option terminates twelve months from the date of financing.

     The  agreement  also  provides for cash  financing  fee of 10% of the funds
raised. In addition,  the financial  advisors may be entitled to cash consulting
fees up to $10,000 per month,  depending on the amount of funds raised on behalf
of the Company.

     Management believe the agreement does not contain a performance  commitment
because the financial advisors had no disincentive for nonperformance other than
the loss of the cash,  options and warrants  attributable to the work performed.
Accordingly,  if the financial  advisors are successful in obtaining  equity and
debt  financing  for the Company,  the options and warrants  will be measured at
their  then-current  fair  value.  At  December  31,  1999,  the Company has not
received  any  financing  arranged  by the  financial  advisors.  Subsequent  to
year-end (Note M), the Company received $1,500,000 of financing resulting in the
vesting of warrants to purchase 416,000 shares of the Company's common stock.

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

     Also, in 1998,  the Company  acquired  assets,  properties,  rights and the
business of Milton  Magazine,  a magazine which had been published by the family
of Milton Berle. As of the date of this Report,  it is not anticipated  that the
Company will make any effort to publish this magazine in the future.

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Employees

     At April 30, 2000,  the Company had 18 full time  employees,  including six
persons in its Editorial  department,  four in sales, six in administration  and
two in its production  department.  The Company engages additional persons on an
"as needed" basis, depending upon the number of projects in which the Company is
involved,  on a part time employee or independent  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  Interview  (circulation
150,000),  Paper (circulation 75,000) and Surface Magazine  (circulation 50,000)
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.

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

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

Portal/community/city guide sites:

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

                                                                              13


<PAGE>



Online and traditional entertainment/media companies:

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

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

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

     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 Floor,  New York,  New York, at a rental fee of $2,993 per month
through  January 31, 2000 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.

ITEM 3.   LEGAL PROCEEDINGS

     By notice  dated March 30, 2000,  the staff of the Salt Lake City  District
Office of the Securities and Exchange Commission ("SEC" or "the Commission") has
notified the Company and its Chairman,  Edward T. Stein, that it is recommending
to the SEC that

                                                                              14


<PAGE>



an  enforcement  action be filed against both the Company and Mr. Stein relating
to accuracy of certain of the Company's  financial  statements in 1997 and 1998.
Based on discussions  between the staff and the Company's  counsel,  the Company
believes  that  the  enforcement  action  would be based  on:  (i) the  improper
presentation of certain quarterly financial information; and (ii) the failure to
record in accordance with generally  accepted  accounting  principles the proper
compensation  expense resulting from the issuance in 1997 of options to purchase
4,400,000 shares of Common Stock in 1997 to consultants. According to the notice
from the  Commission,  the SEC  anticipates  alleging that the Company  violated
Section 17 A of the  Securities  Act of 1933 and Section  10B of the  Securities
Exchange Act of 1934 and various rules promulgated thereunder.

     The Company  believes that the issue  regarding  improper  presentation  of
quarterly  financial  information  relates to the Company's averaging of certain
costs and  expenses  in certain  quarterly  periods in 1997 and 1998  instead of
calculating  these  costs and  expenses  precisely.  To comply  with the staff's
requirement,  the Company  would be required to  determine  the actual costs and
expenses for the affected  quarters.  The Company is uncertain of what,  if any,
actual  adjustments  would  be made or the  magnitude  of such  adjustments.  No
allegation  has been made as to the  accuracy of these costs and expenses in the
related annual financial  statements,  and the Company does not believe that any
of these  quarterly  adjustments  would  result in any  change in the  Company's
reported net income for 1997 and 1998.

     The second issue relates to whether the Company  recorded the proper amount
of  compensation  expense in connection  with the issuance of the options to the
consultants.  The Company recorded an expense of $21,991,  based on the exercise
price of the options of $.005 per share. The Company  understands that the staff
believes that the expense  should be the fair market value of the options at the
time the options were issued.  Under generally accepted  accounting  principles,
any such  additional  compensation  expense in connection with the options would
result in a corresponding  increase in the paid-in capital of the Company. Thus,
while the expense would  increase the  Company's net loss for 1997,  the paid-in
capital  would be  similarly  increased  and  there  would be no  change  to the
Company's total deficit in stockholders' equity as of the end of 1997.

     The Company has  advised  the staff that it wishes to  cooperate  fully and
reach an agreement on an appropriate  remedy to resolve this matter. The Company
has  determined  to restate its  financial  statements  to address the  concerns
raised by the staff.  The Company has advised the staff of this intention and is
presently involved with the staff to resolve the matter.

     Discussions  between  the Company  and the  Commission  are ongoing and the
Company believes that it will be able to resolve these

                                                                              15


<PAGE>



allegations  without the initiation of litigation or the imposition of financial
penalties on the Company.  This matter,  if resolved in a manner  different from
the  expectations  of  management,  could have a material  adverse effect on the
Company's  ability to raise capital and  therefore on the operating  results and
cash flows of future periods.

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

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 ended December 31, 1999.

                                     PART II

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

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

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

         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

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

     (b) Holders.  As of April 25, 2000,  there were 69 holders of record of the
Company's Common Stock.

     (c)  Dividends.  The Company did not pay any  dividends on its Common Stock
during the two years ended December 31, 1999.  Pursuant to the laws of the State
of Colorado,  a corporation  may not issue a  distribution  if, after giving its
effect, the corporation would not be able to pay its debts as they became due

                                                                              16


<PAGE>



in the usual course of  business,  or such  corporation's  total assets would be
less than the sum of their  total  liabilities  plus the  amount  that  would be
needed, if the corporation were to be dissolved at the time of the distribution,
to satisfy  the  preferential  rights upon  dissolution  of  shareholders  whose
preferential  rights are  superior to those  receiving  the  distribution.  As a
result,  management  does not foresee  that the Company will have the ability to
pay a dividend on its Common  Stock in the fiscal year ended  December 31, 2000.
See "Part II, Item 7, Financial Statements."

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

     The following  discussion  should be read in conjunction with 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
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.

     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, 1999 and 1998.

RESULTS OF OPERATIONS

     Comparison of Results of Operations for the fiscal years ended December 31,
1999 and 1998

     Total revenues declined from $4,368,656 in 1998 (restated) to $3,335,912 in
1999, a decrease of $1,032,744 (23.6%).  This decrease was attributable to lower
circulation and less advertising

                                                                              17


<PAGE>



revenues resulting from a reduction in the number of copies of each issue of the
magazine, due primarily to the Company's lack of operating capital and cash flow
shortages.  A lesser  number of copies of the magazine  results in a decrease in
the number of copies of the magazine sold.

     Costs of sales were  $2,467,872 in 1999,  compared to $3,262,246 in 1998, a
decrease of $794,374  (32.2%).  This was due primarily to a decrease in printing
and paper costs, which arose from management's  desire to keep costs down due to
cash shortages. In addition, as a result of management's attempt to stem losses,
the magazine's  print orders and book size were decreased by reducing the amount
of editorial  content  while  attempting  to maintain as much as possible of the
existing revenues derived by the Company from its current advertising.  Further,
the   Company   recategorized   certain   editorial   costs  from   general  and
administrative  costs to cost of sales,  including  salaries  for the  editorial
staff and direct  editorial  costs such as  photographers,  writers and expenses
related to photo shoots.

     Selling,  general and  administrative  expenses  were  $4,057,636  in 1998,
compared to $1,870,152 in 1999, a decrease of  $2,187,484  (53.9%).  In order to
cut costs and thereby reduce operating  losses,  the Company  undertook  several
steps during the fiscal years ended  December 31, 1998 and 1999,  including  the
following.

     - In November 1998, the Company  accepted the  resignation of John Evans as
President and a director of the Company.  As a result,  this  eliminated  annual
compensation and related costs, including a Los Angeles apartment and automobile
costs which aggregated over $300,000 per year;

     - The Company  dismissed  several  senior and middle  managers who had been
recruited by Mr. Evans. These reductions  included the elimination of the Detour
Magazine's  editor, a New York sales manager,  a fashion editor, a publisher,  a
chief financial officer, a creative director and several assistants.  The number
of Company  employees  had peaked at  approximately  25 under Mr. Evans and as a
result of these  dismissals,  the number of employees was reduced to its current
level of 18. This  downsizing  of personnel and other  operating  costs led to a
significant  reduction in ongoing  operating and payroll costs of  approximately
$2.6 million on an annual basis.  Management  believes that the Company has been
able to  maintain  the  quality  of its  magazine  despite  the  loss  of  these
employees.

     -  The  Company  implemented  a  number  of  other  cost-cutting  measures,
including  among other things:  (i)  downsizing the New York office as described
above; (ii) implementing extensive cuts in travel and entertainment costs; (iii)
implementing   extensive  cuts  in  other  overhead  costs  including  printing,
pre-press and paper; and (iv)  establishing  more stringent  budgetary  controls
over editorial costs.

                                                                              18


<PAGE>




     The Company's  interest  expense  increased  from $563,728  during 1998, to
$683,616 during 1999, as a result of additional borrowings during 1999.

     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 $85,706 in
cash (includes acquisition costs of $17,706),  issued a note payable to Berle in
the  amount  of  $107,164  and  assumed  certain  liabilities  in the  amount of
$120,678. Under the agreement, the Company agreed that if it ceased to publish a
magazine  under the  tradename  purchased,  promptly  upon demand by Berle,  the
Company would transfer the acquired  magazine  trademarks to Berle. The acquired
intangible  assets  were being  amortized  on a  straight-line  method over five
years.  Amortization  expense for the years ended December 31, 1999 and 1998 was
$62,709 and $52,258.

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

     In November 1999, The Company recorded an extraordinary gain of $595,399 in
connection  with the  settlement  of two claims for an  aggregate of $693,399 by
payment of a total of $98,000.

     As a result primarily of reductions in selling,  general and administrative
expenses,  the Company reduced its net loss from  $(3,533,343) in 1998 ($.24 per
share), to $(1,297,958) ($.12 per share) in 1999.

     The  Company's  goal was and  continues to be to achieve  profitability  as
quickly as possible.  However,  despite  these  changes,  no  assurances  can be
provided that the Company will achieve profitable operations in the near future,
or at all.

LIQUIDITY AND CAPITAL RESOURCES

     At December 31, 1999,  the Company had nominal  cash.  Accounts  receivable
increased to $193,012  from $76,796 for the similar  period in 1998, an increase
of $116,216  (151%),  which  management  attributes to the fact that the Company
reduced the amount of accounts receivable factored with Riviera Financial, Inc.,
Los Angeles, California ("Riviera"), which provided for the factoring of monthly
domestic accounts receivable.  This arrangement was terminated by the Company in
1999.  The  additional  services  performed  by  Riviera  are now  handled on an
in-house basis.

     The  Company  has  numerous   outstanding  notes  payable,   including  the
following:

                                                                              19


<PAGE>



     In August  1998,  the Company  obtained a loan in the  principal  amount of
$550,000 from IBF Special Purpose Corporation II, to be used for general working
capital.  This loan C currently  bears  interest at the default  rate of 28% per
annum and was due December 19, 1998,  including a one-time extension fee paid to
this lender of $5,500.  In December  1998,  the  Company  repaid  $27,500 of the
principal  balance.  The  loan  remains  in  default,  and  the  Company  is  in
negotiations  with the lender to work 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  original  principal  amount  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  arrangement  will be made to satisfy
this  obligation.  This loan is secured  by  1,000,000  shares of the  Company's
common stock,  which were provided by 7 shareholders,  including Mr. Stein,  who
tendered  190,000 shares as part of the security.  Mr. Stein has also personally
guaranteed this obligation.

     In December  1999,  the  Company  obtained a $200,000  loan from  Sigmapath
Corporation,  which accrues  interest at the rate of 6% per annum and became due
on March 8, 2000.

     The Company has six other notes payable in the aggregate  principal  amount
of $816,541,  bearing interest at rate ranging from 8% to 12% per annum, each of
which requires a monthly or quarterly payment.  All six notes are due on demand.
One of the  notes  is  currently  in  default,  which  note  has an  outstanding
principal  balance  of  $75,000 as of the date of this  Report.  The  Company is
engaged in discussions  with the holder of this note to amortize the balance due
in three equal payments, to be paid in full on or before July 31, 2000.

     In 1995,  the  majority  stockholder  of the  Company  loaned  the  Company
$932,313. In 1996, this note was converted to a demand note, bearing interest at
the rate of 12% per annum. In 1996, this stockholder  subsequently assigned this
Note to JCM  Capital  Corp.,  a  minority  stockholder.  This note is secured by
substantially  all of the  assets of the  Company,  but is  subordinated  to the
Company's former factoring  arrangement.  As of December 31, 1999, the principal
outstanding balance owed on this obligation totalled $932,313.  Accrued interest
payable to this  stockholder  at December  31, 1999 totaled  $413,500.  Interest
expense for this not was $112,000 for each of the years ended  December 31, 1999
and 1998.

     Advances  from  stockholder   represent   advances  made  by  the  majority
stockholder of the Company for working capital  purposes.  At December 31, 1999,
the advances bore interest at 12% per annum and were payable on demand. In March
2000, the majority  stockholder  agreed to reduce the annual interest rate to 8%
and modify the repayment terms. Under the new repayment terms, the

                                                                              20


<PAGE>



advances are repayable in monthly principal  installments of $42,000  commencing
January 1, 2001. However,  the Company must use at least 25% of the net proceeds
of any financing received by the Company to repay the advances.  Further, all of
the  advances  are due and  payable  in full  at such  time as the  Company  has
received  equity  financing  of at least $10  million.  At  December  31,  1999,
$2,693,200 of principal was outstanding  and classified as short- term.  Accrued
interest  payable to the  majority  stockholder  at December  31,  1999  totaled
$472,334.  Interest  expense on the advances from  stockholder was $280,0000 and
$157,000 for the year ended December 31, 1999 and 1998, respectively.

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

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

     Also in February 2000, the Company issued 75,000 shares of its Common Stock
in favor of Guillermo  Rego and Albert and Niliana Nasser in  consideration  for
these two parties  each  loaning the Company  $55,000 in January  2000.  In both
cases,  the loans were  non-interest  bearing and were repaid in February  2000.
Each party represented to the Company that they were accredited investors.

     In March 2000, the Company issued 3,000,000 shares of Common Stock for $.33
1/3  per  share,  or a total  of  $1,000,000.  The  purchasers  received  demand
registration  rights  exercisable  after  September 14, 2000. The Company was in
violation of certain  representations  and warranties made in the stock purchase
agreements and has not received  waivers of these  violations.  These violations
could subject the Company to damages,  including the potential rescission of the
shares  if  waivers  cannot be  obtained.  In April  2000,  the  Company  issued
1,000,000  shares of Common  Stock for $.50 per share,  for a total of $500,000.
The purchaser  received demand  registration  rights exercisable after April 30,
2001.

     Management  recognizes  that,  in order  to allow  the  Company  to  obtain
profitable operations and implement the new business strategy discussed above in
Part I, Item 1, it will be necessary for the Company to raise additional  equity
capital of at least $2

                                                                              21

<PAGE>

million in addition to the funds recently raised by the Company.  The Company is
in  discussions  with  investment  bankers  and  others to  provide or assist in
providing that financing.  However,  as of the date of this Report,  the Company
does not have any written  commitments for this financing,  and no assurance can
be given that  Detour will obtain any  additional  financing.  Failure to obtain
additional  equity  capital  into the Company  will force  management  to reduce
editorial expense,  which may affect the quality of the Magazine and abandon its
intent to develop  its  Strategic  Plan  described  hereinabove.  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.

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 1999.

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 recent change in the century. If not corrected,  many computer
applications were expected to fail or create erroneous results by or at the Year
2000. As a result,  many companies were required to undertake  major projects to
address the Year 2000 issue.  The Company did not incur any negative impact as a
result of this  problem and no problems  in this regard are  anticipated  in the
future.

ITEM 7.  FINANCIAL STATEMENTS

                                                                              22


<PAGE>


                       Financial Statements and Report of

                  Independent Certified Public Accountants

                           DETOUR MAGAZINE, INC.

                           December 31, 1999 and 1998




                                                                              23
<PAGE>

                                 C O N T E N T S




                                                                           Page
                                                                           ----

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                           3


FINANCIAL STATEMENTS

       BALANCE SHEET                                                         4

       STATEMENTS OF OPERATIONS                                              5

       STATEMENT OF DEFICIT IN STOCKHOLDERS' EQUITY                          6

       STATEMENTS OF CASH FLOWS                                              7

       NOTES TO FINANCIAL STATEMENTS                                         9



                                                                              24
<PAGE>

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

Board of Directors and Stockholders
Detour Magazine, Inc.

We have audited the accompanying  balance sheet of Detour  Magazine,  Inc. as of
December  31,  1999,  and the  related  statements  of  operations,  deficit  in
stockholders'  equity and cash flows for the years ended  December  31, 1999 and
1998.  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, 1999,  and the results of its operations and its cash flows for the
years ended December 31, 1999 and 1998, in conformity  with  generally  accepted
accounting principles.

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

Los Angeles, California
May 12, 2000

                                                                              25
<PAGE>

<TABLE>


                              Detour Magazine, Inc.

                                  BALANCE SHEET

                                December 31, 1999

<CAPTION>
                                     ASSETS

<S>                                                       <C>
CURRENT ASSETS

 Accounts receivable, less allowance for
    doubtful accounts of $99,300                          $       193,012
 Employee advances                                                 46,500
 Prepaid publishing expenses                                       99,187
                                                          ---------------

                 Total current assets                             338,699

FURNITURE AND EQUIPMENT, net                                       49,145

DEPOSITS AND OTHER ASSETS                                          15,510
                                                          ---------------

                                                          $       403,354
                                                          ===============

                 LIABILITIES AND DEFICIT IN STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Bank overdraft                                         $        69,452
   Accounts payable and accrued expenses                          997,064
   Unexpired subscriptions                                         83,515
   Notes payable                                                1,539,041
   Accrued interest payable                                        41,738
   Advances from stockholder                                    2,693,200
   Note payable to stockholder                                    932,313
   Accrued interest payable to stockholders                       885,834
                                                          ---------------

                 Total current liabilities                      7,242,157


COMMITMENTS AND CONTINGENCIES                                           -

DEFICIT IN STOCKHOLDERS' EQUITY
   Preferred stock, $.01 par value,
     10,000,000 shares authorized,
     none issued and outstanding                                        -
   Common stock, $.001 par value,
     25,000,000 shares authorized,
     16,002,669 shares issued and outstanding                      16,002
   Additional paid-in capital                                   5,020,426
   Accumulated deficit                                        (11,875,231)
                                                          ---------------

                 Total deficit in stockholders' equity         (6,838,803)
                                                          ---------------

                                                          $       403,354
                                                          ===============


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

                                        4

                                                                              26
<PAGE>

<TABLE>
                              Detour Magazine, Inc.

                            STATEMENTS OF OPERATIONS

                            Years ended December 31,

<CAPTION>
                                                                     1999          1998
                                                                ------------   ------------
                                                                                (restated)
<S>                                                             <C>            <C>
Revenue

      Advertising                                               $  2,863,125   $  3,759,774
      Newsstand and subscription, net of returns                     472,787        608,882
                                                                ------------   ------------

                       Total revenue                               3,335,912      4,368,656
                                                                ------------   ------------

Costs and expenses

      Costs of sales and other direct expenses                     2,467,872      3,262,246
      Selling, general and administrative expenses                 1,870,152      4,057,636
                                                                ------------   ------------
                                                                   4,338,024      7,319,882
                                                                ------------   ------------

                       Loss from operations                       (1,002,112)    (2,951,226)
                                                                ------------   ------------

Other expenses

      Interest expense                                              (683,616)      (563,728)
      Asset impairment charge                                       (198,581)             -
      Loss on disposal of assets                                      (9,048)       (18,389)
                                                                ------------   ------------

                       Total other expenses                         (891,245)      (582,117)
                                                                ------------   ------------

                       Net loss before extraordinary item         (1,893,357)    (3,533,343)

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

                       Net loss                                 $ (1,297,958)  $ (3,533,343)
                                                                ============   ============

Loss per share of common stock (basic and diluted)
      Net loss before extraordinary item                        $       (.12)          (.24)

      Extraordinary gain on extinguishment of debt                       .04              -
                                                                ------------   ------------


      Net loss per share                                        $       (.08)          (.24)
                                                                ============   ============


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

                                        5
                                                                              27
<PAGE>
<TABLE>

                              Detour Magazine, Inc.

                  STATEMENT OF DEFICIT IN STOCKHOLDERS' EQUITY

                     Years ended December 31, 1999 and 1998

<CAPTION>
                                             Common Stock         Additional
                                        -----------------------     Paid-in    Accumulated
                                           Share       Amount       Capital      Deficit         Total
                                        ----------  -----------   -----------  ------------   ------------
<S>                                     <C>         <C>           <C>          <C>            <C>
Balance at January 1, 1998, as
 previously reported                    10,369,336  $    10,369   $ 1,035,068  $ (3,706,919)  $ (2,661,482)

Prior period adjustments

  Stock options issued for services              -            -     3,278,000    (3,278,000)             -
  Overstated accounts receivable                 -            -             -       (59,011)       (59,011)
                                        ----------  -----------   -----------  ------------   ------------

Balance at January 1, 1998, as

  restated                              10,369,336       10,369     4,313,068    (7,043,930)    (2,720,493)


Sale of restricted common stock            593,333          593       444,407             -        445,000


Exercise of stock options                4,400,000        4,400        17,591             -         21,991

Warrants issued for services                                           75,000                       75,000

Net loss for the year (restated)                 -            -             -    (3,533,343)    (3,533,343)
                                        ----------  -----------   -----------  ------------   ------------

Balance at December 31, 1998, as

  restated                              15,362,669       15,362     4,850,066   (10,577,273)    (5,711,845)

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

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

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

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


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

                                        6
                                                                              28
<PAGE>

<TABLE>
                              Detour Magazine, Inc.

                            STATEMENTS OF CASH FLOWS

                            Years ended December 31,

<CAPTION>
                                                                         1999           1998
                                                                     ------------   ------------
<S>                                                                  <C>            <C>
Cash flows from operating activities:

    Net loss                                                         $ (1,297,958)  $ (3,533,343)
    Adjustments to reconcile net loss to
        net cash used in operating activities:
            Extraordinary gain on extinguishment of debt                 (595,399)             -
            Asset impairment charge                                       198,581              -
            Depreciation of furniture and equipment                        39,547         49,109
            Issuance of common stock for services                         121,000         75,000
            Amortization of intangibles                                    62,709         52,258
            Bad debt expense                                               30,800              -
            Loss on disposal of property and equipment                      9,048         18,389
            Changes in operating assets and liabilities
                Increase (decrease) in accounts receivable               (147,016)       205,093
                Decrease (increase) in prepaid publishing expenses         48,197        (86,304)
                Increase in employee advances                             (46,500)             -
                Increase in security deposits                                   -         (1,760)
                Decrease (increase) in accounts payable and              (203,698)       844,221
                Decrease in unexpired subscriptions                       (55,317)       (53,226)
                Increase in interest payable                              425,289        258,451
                                                                     ------------   ------------

                    Net cash used in operating activities              (1,410,717)    (2,172,112)
                                                                     ------------   ------------

Cash flows from investing activities:

    Purchases of furniture and equipment                                   (6,939)       (25,708)
    Purchase of intangible asset                                                -        (85,707)
                                                                     ------------   ------------

                    Net cash used in investing activities                  (6,939)      (111,415)
                                                                     ------------   ------------


        The accompanying notes are an integral part of these statements.


                                        7

                                                                              29
<PAGE>

                              Detour Magazine, Inc.

                      STATEMENTS OF CASH FLOWS - CONTINUED

                            Years ended December 31,

<CAPTION>
                                                                         1999           1998
                                                                     ------------   ------------
<S>                                                                  <C>            <C>
Cash flows from financing activities:

    Proceeds from notes payable                                      $    873,568   $    650,000
    Principal repayments of notes payable                                 (96,978)      (406,164)
    Advances from stockholder                                             382,155      1,701,069
    Proceeds from issuance of common stock                                 50,000        466,991
                                                                     ------------   ------------

                    Net cash provided by financing activities           1,208,745      2,411,896
                                                                     ------------   ------------

                    Net (decrease) increase in cash                      (208,911)       128,370

Cash at beginning of year                                                 139,459         11,089
                                                                     ------------   ------------

Cash (overdraft) at end of year                                      $    (69,452)  $    139,459
                                                                     ============   ============

Supplemental  disclosures  of cash flow  information  Cash paid during the years
  for:

        Interest                                                     $    128,831   $    82,879
                                                                     ============   ===========

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

        Non cash investing and financing activities:

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

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

        The accompanying notes are an integral part of these statements.

</TABLE>
                                        8
                                                                              30
<PAGE>

                              Detour Magazine, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 1999 and 1998

NOTE A - DESCRIPTION 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 magazine
    is published ten times a year with two double issues per year.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

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

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

                                        9
                                                                              31
<PAGE>

                              Detour Magazine, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1999 and 1998

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

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

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

    At  December  31,  1999,  the  Company  has  approximately   $8,224,000  and
    $4,152,000 of federal and state net operating loss  carryforwards  available
    to offset future taxable income.  The losses expire at various years through
    2019 for federal  purposes  and 2012 for state  purposes.  The  deferred tax
    asset related to these net  operating  loss  carryforwards  is $3,271,000 at
    December  31,  1999.  There are no other  significant  deferred tax asset or
    liability amounts at December 31, 1999. In the opinion of management,  it is
    more likely than not that these deferred tax assets will not be realized and
    therefore a valuation  allowance  has been recorded for 100% of the deferred
    tax asset.

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

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

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

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

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

                                       10
                                                                              32
<PAGE>

                              Detour Magazine, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1999 and 1998

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

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

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

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

    Advertising costs are expensed as incurred and included in selling,  general
    and administrative  expenses.  Advertising  expenses amounted to $41,603 and
    $111,433 for the year ended December 31, 1999 and 1998, respectively.

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

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

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

    Basic income (loss) per share excludes  dilution and is computed by dividing
    net loss by the weighted average number of common shares outstanding for the
    period.  Diluted income per share reflects the potential dilution that could
    occur if options to acquire  common  stock  were  exercised.  All  potential
    common  shares from the  exercise of stock  options and  warrants  have been
    excluded from the  denominator  of the diluted  per-share  computation  as a
    result of the net loss incurred by the Company in 1999 and 1998.

    Warrants to purchase  2,100,000  shares of common stock were not included in
    the  computation  of diluted loss per share for the year ended  December 31,
    1999 and 1998 because to do so would have been  antidilutive for the periods
    presented.

                                       11
                                                                              33
<PAGE>

                              Detour Magazine, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1999 and 1998

NOTE C - GOING CONCERN MATTERS

    The accompanying  financial statements have been prepared in conformity with
    generally accepted accounting principles,  which contemplate continuation of
    the  Company as a going  concern.  The Company  has  incurred  net losses of
    $1,297,958 and $3,533,343 during the years ended December 31, 1999 and 1998.
    At December 31, 1999,  the Company's  total  liabilities  exceeded its total
    assets by $6,838,803 and the Company had a net working capital deficiency of
    $6,903,458.  The Company is also in default of certain notes payable.  These
    factors,  among others,  indicate that the Company may be unable to continue
    as a going concern.

    In  1999,  management  of the  Company  developed  a broad  operational  and
    financial  strategic  plan to  implement  and develop  "Detour  Online," the
    Company's e-business  operations.  The plan calls for the Company to rapidly
    build its online brand and customer base by: (i) creating an affinity portal
    that broadly serves a unique market and a highly attractive  demographic for
    advertisers; (ii) leveraging its existing print customer base via aggressive
    promotions and  "advertorials"  in the magazine;  (iii)  developing a strong
    Internet  community  base to ensure  customer  retention and provide  future
    revenue-generating  potential;  (iv)  aggressively  marketing to both on and
    offline via special  events and  promotions;  and (v)  pursuing  content and
    e-commerce partners to increase revenue and customer acquisition. Additional
    components  of  the  Plan  include:  (i)  launching  two  Internet  domains,
    www.DetourTV.com  and   www.iDetour.com;   (ii)  the  restructuring  of  the
    Company's  magazine  operations  in order to  eliminate  historic  operating
    losses; and (iii) the commencement of the Company's e-marketing subscription
    programs  in  conjunction  with  www.Enews.com,  a major  Internet  magazine
    retailer.

    In order to cut costs and  thereby  reduce  operating  losses,  the  Company
    undertook  several steps during the years ended  December 31, 1998 and 1999.
    In November 1998, the Company  accepted the resignation of its president and
    a director of the Company.  This action eliminated  annual  compensation and
    related costs,  including a Los Angeles  apartment and automobile costs. The
    Company  dismissed  several  senior and middle  managers.  These  reductions
    included the elimination of the magazine's editor, a New York sales manager,
    a fashion  editor,  a  publisher,  a chief  financial  officer,  a  creative
    director and several assistants.  The number of Company employees had peaked
    at  approximately  25 and as a result  of these  dismissals,  the  number of
    employees  was  reduced  to its  current  level of 18.  This  downsizing  of
    personnel and other operating costs led to a reduction in ongoing  operating
    and payroll  costs.  Management  believes  that the Company has been able to
    maintain the quality of its magazine despite the loss of these employees.

                                       12
                                                                              34
<PAGE>

                              Detour Magazine, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1999 and 1998

NOTE C - GOING CONCERN MATTERS - Continued

    The  Company  implemented  additional   cost-cutting  measures,   including:
    downsizing   the  New  York   office,   extensively   reducing   travel  and
    entertainment  costs,  reducing  other overhead  costs  including  printing,
    pre-press and paper, and establishing more stringent budgetary controls over
    editorial costs.

    Going forward, significant amounts of additional  cash will be needed to pay
    the costs to implement  the new business  plan  and to fund losses until the
    Company is  profitable.  While there is  no  assurance  that funding will be
    available to execute the plan,  the Company is  continuing to seek financing
    to support its business plan and is exploring  a number of  alternatives  in
    this  regard.  As  discussed  in Note M to  the  financial  statements,  the
    Company  has raised  $1,500,000  through the  issuance  of its common  stock
    subsequent  to December  31,  1999.  However,  as  discussed in Note M, some
    uncertainties  exist related to $1,000,000  of  these stock  issuances.  The
    Company  is  continuing  to  seek  additional  financing  and  is  exploring
    alternatives  that include  strategic  investors.  As discussed in Note J-2,
    the Company's ability to raise  additional  capital could be affected by the
    resolution  of  a  current   proceeding   by  the  Securities  and  Exchange
    Commission.

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

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

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

                                       13
                                                                              35
<PAGE>

                              Detour Magazine, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1999 and 1998

NOTE D - ACCOUNTS RECEIVABLE

    During  1999 and  1998,  the  Company  sold a  majority  of its  advertising
    accounts  receivable to a finance company without recourse.  The receivables
    were sold at a  discount  ranging  from 2.5% to 9% on a  pre-approved  basis
    (average  discount  rate  of 5%  per  month  for  1999  and  1998),  with  a
    "hold-back"  of  11% on  each  invoice  until  payment  of the  receivables.
    Therefore,  the finance  company  was only  factoring  89% of the  Company's
    eligible  advertising  receivables.  The finance  company  provided  certain
    credit  services  for the  Company,  such as  obtaining  credit  reports  on
    customers  and  collections.  In December  1999,  the  Company  discontinued
    selling  its  accounts  receivable  and the  remaining  amount  due from the
    finance company at December 31, 1999 was not  significant.  Finance fees for
    the years ended  December 31, 1999 and 1998 totaled  $117,524 and  $222,397,
    respectively,  and are  included in  interest  expense on the  statement  of
    operations.  Proceeds  received  from the sales of accounts  receivable  are
    included in cash flows from  operating  activities in the statements of cash
    flows.

NOTE E - FURNITURE AND EQUIPMENT

    Furniture and equipment at December 31, 1999 consist of the following:

    Office equipment                               $155,399
    Furniture and fixtures                           63,666
                                                   --------

                                                    219,065

    Less accumulated depreciation                  (169,920)
                                                   --------

                                                   $ 49,145
                                                   ========

                                       14
                                                                              36
<PAGE>

                              Detour Magazine, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1999 and 1998

NOTE F - NOTES PAYABLE

   Notes payable at December 31, 1999 consist of the following:

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

   Note payable, principal and unpaid interest due on March
   8, 2000.  The note bears interest at 6%. The note was not
   repaid on the due date and the Company is currently in
   default of this note.                                                 200,000

   Six notes payable, bearing interest at rates ranging from
   8% to 12% and requiring monthly or quarterly interest payments.
   All six notes are payable on demand.                                  816,541
                                                                     -----------

                                                                     $ 1,539,041

                                                                     ===========

   Interest  expense on these notes payable totaled $175,000 and $72,000 for the
   year ended December 31, 1999 and 1998, respectively.

NOTE G - AMOUNTS DUE TO STOCKHOLDERS

    Note  payable to  stockholder  represents  advances of $932,313  made to the
    Company in 1995.  The note  bears  interest  at 12% per year,  is payable on
    demand,  and is  collateralized  by  substantially  all  the  assets  of the
    Company.  At December 31, 1999, the full amount of principal is outstanding.
    Accrued  interest  payable to this  stockholder at December 31, 1999 totaled
    $413,500.  Interest expense for this note was $112,000 for each of the years
    ended December 31, 1999 and 1998.

    Advances  from   stockholder   represent   advances  made  by  the  majority
    stockholder  of the Company for working  capital  purposes.  At December 31,
    1999,  the  advances  bore  interest  at 12% per annum and were  payable  on
    demand. In March 2000, the majority  stockholder agreed to reduce the annual
    interest  rate  to 8% and  modified  the  repayment  terms.  Under  the  new
    repayment   terms,   the  advances  are   repayable  in  monthly   principal
    installments of $42,000  commencing  January 1, 2001.  However,  the Company
    must use at least 25% of the net proceeds of any  financing  received by the
    Company to repay the  advances.  Further,  all of the  advances  are due and
    payable in full at such time as the Company has received equity financing of
    at least  $10,000,000.  At December  31,  1999,  $2,693,200  of principal is
    outstanding and classified as short-term.  Accrued  interest  payable to the
    majority stockholder at December 31, 1999 totaled $472,334. Interest expense
    on the  advances  from  stockholder  was  $280,000 and $157,000 for the year
    ended December 31, 1999 and 1998, respectively.

                                       15
                                                                              37
<PAGE>

                              Detour Magazine, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1999 and 1998

NOTE H - ASSET IMPAIRMENT CHARGE

    In February 1998, the Company entered into an agreement to purchase  certain
    intangible  assets  from  and  assumed  certain  liabilities  of  Berle-Moll
    Enterprises,  Inc.  ("Berle") for a total  purchase  price of $295,842.  The
    Company  paid  $85,706 in cash  (including  acquisition  costs of  $17,706),
    issued a note payable to Berle in the amount of $107,164 and assumed certain
    liabilities  in the amount of  $120,678.  Under the  agreement,  the Company
    agreed that if it ceased to publish the acquired magazine acquired under the
    trademark  purchased,  promptly  upon  demand by Berle,  the  Company  would
    transfer the magazine  trademarks to Berle. The acquired  intangible  assets
    were being amortized on a straight-line method over five years. Amortization
    expense  for the years  ended  December  31,  1999 and 1998 was  $62,709 and
    $52,258.

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

NOTE I - EXTRAORDINARY GAIN ON EXTINGUISHMENT OF DEBT

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

NOTE J - COMMITMENTS AND CONTINGENCIES

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

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

    Rent expense for the years ended December 31, 1999 and 1998 was $119,862 and
    $134,884, respectively.

    Minimum future rental payments under  non-cancelable  operating leases as of
    December 31, 1999 are as follows:

           Year ending December 31,                    Amount

           ------------------------              -------------------
                    2000                              $112,796
                    2001                                72,112
                                                      --------
                    Total                             $184,908
                                                      ========

                                       16
                                                                              38
<PAGE>

                              Detour Magazine, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1999 and 1998

NOTE J - COMMITMENTS AND CONTINGENCIES - Continued

    2.  Investigation by the Securities and Exchange Commission
        -------------------------------------------------------

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

    The Company  believes  that the issue  regarding  improper  presentation  of
    quarterly  financial  information  relates  to the  Company's  averaging  of
    certain  costs and  expenses in certain  quarterly  periods in 1997 and 1998
    instead of calculating  these costs and expenses  precisely.  To comply with
    the staff's  requirement,  the Company  would be required to  determine  the
    actual  costs  and  expenses  for the  affected  quarters.  The  Company  is
    uncertain of what, if any, actual adjustments would be made or the magnitude
    of such adjustments. No allegation has been made as to the accuracy of these
    costs and  expenses  in the related  annual  financial  statements,  and the
    Company  does not  believe  that any of these  quarterly  adjustments  would
    result in any change in the Company's reported net income for 1997 and 1998.

    The second issue  relates to whether the Company  recorded the proper amount
    of  compensation  expense in connection  with the issuance of the options to
    the consultants.  The Company  recorded an expense of $21,991,  based on the
    exercise  price of the options of $.005 per share.  The Company  understands
    that the staff  believes that the expense should be the fair market value of
    the options at the time the options were issued.  Under  generally  accepted
    accounting   principles,   any  such  additional   compensation  expense  in
    connection with the options would result in a corresponding  increase in the
    paid-in capital of the Company.  Thus,  while the expense would increase the
    Company's  net  loss for  1997,  the  paid-in  capital  would  be  similarly
    increased  and there would be no change to the  Company's  total  deficit in
    stockholders' equity as of the end of 1997.

                                       17
                                                                              39
<PAGE>

                              Detour Magazine, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1999 and 1998

NOTE J - COMMITMENTS AND CONTINGENCIES - Continued

    The  Company has  advised  the staff that it wishes to  cooperate  fully and
    reach an agreement  on an  appropriate  remedy to resolve  this matter.  The
    Company has  determined to restate its  financial  statements to address the
    concerns  raised by the staff.  The  Company  has  advised the staff of this
    intention  and is  presently  involved  with the staff to resolve the matter
    (Note L).

    Discussions  between  the  Company and the staff are ongoing and the Company
    believes  that it will be able to  resolve  these  allegations  without  the
    initiation of litigation  by the  Commission or the  imposition of financial
    penalties on the Company.  This  matter,  if resolved in a manner  different
    from the expectations of management, could have a material adverse effect on
    the  Company's  ability to raise  capital  and  therefore  on the  operating
    results and cash flows of future periods.

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

NOTE K - EQUITY

    In  June  1997,  the  Company  adopted  the  Detour   Magazine,   Inc.  1997
    Non-Qualified Stock Option Plan (the "Plan"), which reserved an aggregate of
    4,400,000 shares of the Company's common stock for issuance  thereunder.  In
    1997,  the Company  authorized  the issuance of 4,400,000  options under the
    Plan to five entities,  granting each entity options at an exercise price of
    $.005  (Note  L).  All of the  issued  options  were  exercised  in 1998 and
    resulted in net proceeds of $21,991.  None of the options to purchase shares
    of the  Company's  common  stock  under the Plan were issued in favor of any
    member of  management.  At December 31, 1999,  there are no further  options
    reserved for issuance under the Plan and there are no outstanding options.

    In 1998,  the  Company  issued  593,333  shares  of  common  stock for cash.
    Proceeds  totaled  $445,000.  The Company  also issued  500,000  warrants to
    purchase the Company's  common stock in exchange for services.  The exercise
    price of the  warrants  equaled the fair market value of the stock ($.41) at
    the date of issuance  and the  warrants  expire on December  17,  2003.  The
    estimated fair value of these warrants at the date issued was $.15 per share
    (total value of $75,000) using a Black-Sholes  option pricing model with the
    following assumptions: volatility of 30%; risk free interest rate of 5%, and
    an  expected  term of 5 years.  The  related  expense  has been  recorded in
    selling, general and administrative expenses in 1998.

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

                                       18
                                                                              40
<PAGE>

                              Detour Magazine, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1999 and 1998

NOTE K - EQUITY - Continued

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

    The agreement  also  provides the  financial  advisors an option to purchase
    3,000,000  shares  of  common  stock of the  Company  owned by the  majority
    stockholder  at an exercise  price of $.10. The options shall be exercisable
    if and  only if the  Company  receives  at  least  $5,000,000  in  financing
    arranged by the financial advisors. The stockholder may terminate the option
    at any time  following the service  period by 10-day  written  notice to the
    financial advisors, unless the Company has received $5,000,000 of financing,
    in  which  case  the  option  terminates  twelve  months  from  the  date of
    financing.

    The  agreement  also  provides  for cash  financing  fee of 10% of the funds
    raised.  In  addition,  the  financial  advisors  may be  entitled  to  cash
    consulting  fees up to $10,000 per month,  depending  on the amount of funds
    raised on behalf of the Company.

    Management  believe the agreement does not contain a performance  commitment
    because the financial advisors had no disincentive for nonperformance  other
    than the loss of the cash,  options and  warrants  attributable  to the work
    performed.   Accordingly,  if  the  financial  advisors  are  successful  in
    obtaining  equity  and debt  financing  for the  Company,  the  options  and
    warrants will be measured at their  then-current fair value. At December 31,
    1999,  the Company has not received any financing  arranged by the financial
    advisors.  Subsequent to year-end (Note M), the Company received  $1,500,000
    of financing resulting in the vesting of warrants to purchase 416,000 shares
    of the Company's common stock.

                                       19
                                                                              41
<PAGE>

                              Detour Magazine, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1999 and 1998

NOTE L - PRIOR PERIOD ADJUSTMENTS

    In 1997,  the Company issued to  consultants  options to purchase  4,400,000
    shares of common stock with an exercise price of $.005 per share in exchange
    for services rendered to the Company.  The options were not assigned a value
    and therefore no expense was recorded for such options in the 1997 financial
    statements.  In March 2000, the Company determined that the options were not
    accounted  for  correctly.  The  correction  of this  error  resulted  in an
    increase in the accumulated  deficit as of January 1, 1998 of $3,278,000 and
    an  offsetting  increase to additional  paid-in  capital.  In addition,  the
    Company  increased the accumulated  deficit as of January 1, 1998 to correct
    an overstatement of accounts  receivable at January 1, 1998 of $59,011.  The
    aggregate  effect of these  corrections was to increase the net loss for the
    year ended December 31, 1997 by $3,337,011.

    The 1998 statement of operations has been restated to reflect the following:

    Net loss for 1998, as previously reported                  $ (3,240,204)
    Overstated consulting revenue                                  (255,223)
    Understated advertising and newsstand revenue                    59,011
    Understated selling, general and administrative expenses        (96,927)
                                                               ------------

    Net loss for 1998, as restated                             $ (3,533,343)
                                                               ============


NOTE M - SUBSEQUENT EVENTS

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

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

                                       20
                                                                              42
<PAGE>

                              Detour Magazine, Inc.

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1999 and 1998

NOTE M - SUBSEQUENT EVENTS - Continued

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

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


                                                                              43
<PAGE>



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

     In April  2000,  the  Company  filed a report on Form 8-K,  advising of the
resignation of Marcum & Kleigman LLP as the Company's independent accountant and
the retention of Grant  Thornton LLP as the Company's  independent  accountants,
who have audited the Company's  financial  statements for the fiscal years ended
December 31, 1999 and 1998 included herein.

                                    PART III

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

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

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

Edward T. Stein             48          Chairman of Board

Andrew Left                 29          President, Chief
                                        Executive Officer &
                                        Director

Kevin Nesis                 30          Secretary & Director

     Directors are elected for one-year  terms or until the next annual  meeting
of  shareholders  and until their  successors  are duly  elected and  qualified.
Officers of the Company are appointed by the Board of Directors and serve at the
pleasure of the Board, subject to any rights under employment agreements.

     There are no family  relationships among the officers and directors.  There
is no arrangement or understanding  between 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.

     During  1999,  the Company  promoted  Barbara  Zawlocki to the  position of
publisher  and promoted the assistant to the editor,  Mr. Juan  Morales,  to the
position of editor-in-charge. The Company also decided that the magazine, from a
strategic perspective,  needed to have an Internet presence to capture a growing
share of the  advertising  and related  communications  business.  In 1999,  the
Company recruited and hired a new Chief Executive  Officer,  Mr. Andrew Left, to
organize and head up the Company's  Internet  business,  Detour  Online.  During
1999, Mr. Left also assumed the position of President of the Company.

                                                                              44


<PAGE>



     Edward T. Stein has been Chairman of the Board and a Director of Detour and
its predecessor  since January 1995. From November 1998 to April 1999, Mr. Stein
served as 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 in finance. He devoted  approximately 80 hours per month to the business
of Detour  during the fiscal year ended  December 31, 1999.  It is expected that
Mr.  Stein will devote  substantially  all of his  business  time to the Company
during the fiscal year 2000.

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

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

     Barbara  Zawlocki was appointed as Publisher of Detour Magazine in December
1998.  From  1993 to that  date,  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 business time to the
Company.

     Juan Morales was appointed Editor-in Chief of Detour Magazine in July 1999.
Mr. Morales began his  employment  with Detour in 1993 in the positions of staff
writer,  assistant  editor and his  current  position.  Mr.  Morales  received a
Master's Degree in Film Studies

                                                                              45


<PAGE>



in 1986 and a Bachelor of Arts  degree in English in 1984 from UCLA.  He devotes
substantially all of his business time to 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.  During the fiscal year ended December 31, 1999,  the Company  experienced
changes in management.  From a review of its available  information,  it appears
that Messrs.  Left and Nesis did not file  applicable Form 3's with the SEC when
they assumed their respective positions with the Company.

ITEM 10.  EXECUTIVE COMPENSATION.

Remuneration

     The following table reflects all forms of compensation  for services to the
Company  for the  years  ended  December  31,  1999 and  1998 of the then  chief
executive  officer of the  Company,  as well as those  persons  who  received in
excess of $100,000 in annual  compensation from the Company during the aforesaid
time.

                           SUMMARY COMPENSATION TABLE

                                             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     ($)     ($)      ($)       ($)      (#)      ($)      ($)
----------  ----  --------  -----  --------   -------  -------  -------   ------

Edward T.
Stein,(1)   1997  $      0  $   0  $      0   $     0        0  $     0   $    0
President & 1998  $      0  $   0  $      0   $     0        0  $     0   $    0
Director    1999  $      0  $   0  $      0   $     0        0  $     0   $    0

Andrew Left,(1)
President   1999  $      0  $   0  $      0   $     0        0  $     0   $    0

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


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


                                                                              46


<PAGE>



(2)  This  compensation  was in the form of commissions,  which were paid to BZI
     Media Services, Inc., Ms. Zawlocki's company.

     It is  anticipated  that  Messrs.  Stein and Left will  execute  employment
agreements  with the Company  during the fiscal year ending  December  31, 2000.
Pursuant to the anticipated  terms of these agreements,  Messrs.  Stein and Left
are expected to each receive a salary of $150,000 per annum.  The balance of the
terms  of these  agreements  have  not  been  determined  as of the date of this
report.  Ms. Zawlocki  receives a salary of $60,000,  plus commissions which are
expected to exceed $100,000.

     The Company  reimburses  officers and directors for out of pocket  expenses
incurred  by each of them in the  performance  of  their  relevant  duties.  The
Company  reimbursed  Mr.  Stein,  Chairman  of the  Company,  in the  amounts of
$113,884 and $84,074,  for such expenses  during the fiscal year ended  December
31, 1998 and 1999, respectively and Ms. Zawlocki in the amount of $37,944 during
the fiscal year ended December 31, 1999.

     The  Company  has no stock  plan for  employees,  but may  adopt one in the
future.

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

     The table below lists the  beneficial  ownership  of 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 May 17, 2000. Unless otherwise indicated,  the shareholders listed
possess sole voting and investment power with respect to the shares shown.

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

Common      Edward T. Stein(1)         7,316,829          37.8%
            201 N. Service Rd.
            Suite 100
            Melville, NY 11747

Common      Das Werk AG                1,000,000           5.2%
            SchmidtstraBe 12
            60326 Frankfurt am Maine
            Federal Republic of Germany




                                                                              47


<PAGE>



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

Common      Andrew Left(1)               400,000           2.1%
            2241 Coldwater Canyon
            Beverly Hills, CA 90210


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

Common      All Officers and          7,728,329           39.9%
            Directors as a Group
------------------------
*        Less than 1%

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

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The Company owes Edward T. Stein, principal shareholder and Chairman of the
Board of the  Company,  the  principal  amount of  $2,693,200,  which Mr.  Stein
advanced to the Company for working capital purposes. This obligation originally
accrued interest at the rate of 12% per annum and is due upon demand.  In March,
2000, the interest rate on this  obligation was lowered to 8%. Accrued  interest
payable at December 31, 1999 totaled $472,334.  Interest expense on the advances
was  $280,000  and  $157,000  for the year  ended  December  31,  1999 and 1998,
respectively.  Mr. Stein has agreed to defer this obligation.  Trilogy-Lexington
has  advised  both Mr.  Stein and  Detour  that it does not  believe  it will be
possible to generate  financing for Detour unless the maturity of these advances
is deferred. Accordingly, Mr. Stein has agreed that at such time as any arranged
financing is  received,  his loans will become  repayable  generally as follows:
Detour  shall pay at least  one-quarter  of the net  proceeds  of any  financing
received  by Detour to repay  these  obligation  and the loans  shall be due and
payable in full at such time as Detour has received equity financing of at least
$10,000,000.    Mr.   Stein   and   Detour,    following    consultation    with
Trilogy-Lexington,  have  agreed  to  appropriately  modify  the  existing  note
evidencing the loans in conformity with the foregoing.

                                                                              48


<PAGE>



                                     PART IV

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

(a)   Exhibits

         3.1*   Certificate and Articles of Incorporation

         3.2*   Bylaws

         3.3**  Articles of Merger

         3.4    Certificate of Correction dated March 6, 2000

         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, 1999, the
Company did not file any reports on Form 8-K.

                                                                              49


<PAGE>



                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  Company  caused  this  report  to be  signed  on its  behalf  by the
undersigned, thereunto duly authorized, on May 22, 2000.

                                        DETOUR MAGAZINE, INC.
                                        (Registrant)


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

     In  accordance  with the Exchange Act, this report has been signed below by
the  following  persons  on  behalf  of the  registrant  and  in the  capacities
indicated on May 22, 2000.

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


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


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

                                                                              50


<PAGE>



                              DETOUR MAGAZINE, INC.

                  EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-KSB
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

EXHIBITS                                                                Page No.

3.4     Certificate of Correction dated March 6, 2000 . . . . . . . . . . . 52

EX-27   Financial Data Schedule . . . . . . . . . . . . . . . . . . . . . . 58



                                                                              51


<PAGE>



                          ARTICLES OF CORRECTION TO THE
            ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF
                              DETOUR MAGAZINE, INC.

     By the unanimous  resolution of the Board of Directors of Detour  Magazine,
Inc., a Colorado  corporation (the "Company"),  the undersigned  hereby executes
these   Articles  of   Correction   pursuant  to  Colorado   Revised   Statutes,
ss.7-101-205,  and  corrects  the August 16, 1994  Articles of  Amendment to the
Articles of Incorporation of the Company as follows:

FIRST:            The name of the corporation is Detour Magazine, Inc. (formerly
                  Ichi- Bon Investment Corporation), a Colorado corporation.

SECOND:           These Articles of Correction correct the Articles of Amendment
                  to the Articles of Incorporation of the Company (the "Articles
                  of Amendment"), a copy of which is attached hereto.

THIRD:            The  Articles  of  Amendment  hereby  corrected  were filed on
                  August 16, 1994.

FOURTH:           On August 8, 1994 the shareholders of the Company  unanimously
                  resolved   and  intended  to   eliminate   all   shareholders'
                  preemptive  rights.  The Articles of  Amendment  inadvertently
                  omitted a statement of revocation of shareholders'  preemptive
                  rights. The Company has never in practice recognized,  and its
                  shareholders  have never asserted or exercised,  shareholders'
                  preemptive rights.

FIFTH:            The  Articles  of Amendment are hereby corrected, effective as
                  of  August  16, 1994, by inclusion of the following statement:
                  The shareholders shall not have any preemptive rights.

     These  Articles of  Correction to the Articles of Amendment to the Articles
of  Incorporation  of the Company are executed this 6th day of March,  2000, and
are effective as of August 16, 1994.

                                                          SECRETARY OF STATE
                                                          03-09-2000  08:40:06

                                          DETOUR MAGAZINE, INC.


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

                                                                              52


<PAGE>



                 Mail to: Secretary of State For office use only
                              Corporations Section
                            1560 Broadway, Suite 200
                                Denver, CO 80202
                                 (303) 894-2251
MUST BE TYPED                  Fax (303) 894-2242          941091220
FILING FEE: $25.00                                         SOS 8-16-94   11:56
MUST SUBMIT TWO COPIES

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


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

FIRST: The name of the corporation is Ichi-Bon Investment Corporation
                                      -------------------------------

SECOND:  The following amendment to the Articles of Incorporation was adopted on
August 8        19 94       , as prescribed by the Colorado Business Corporation
---------------   ----------
Act, in the manner marked with an X below:

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

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

       Such amendment was adopted by the board of  directors  where  shares have
-----  been issued.

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

See Attached

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

not applicable



If these amendments are to have a delayed effective date, please list that date:

----------------------
            (Not to exceed ninety (90) days from the date of filing)

                                        Ichi-Bon Investment Corporation
                                        -------------------------------

                                        By    s/Cheryl L. Okizaki
                                          -----------------------------
                                             Its          President
                                                 ----------------------
                                                          Title

                                                                              53


<PAGE>



                   AMENDMENTS TO THE ARTICLES OF INCORPORATION

                         ICHI-BON INVESTMENT CORPORATION

     RESOLVED,  that  Article  Fourth of the  Articles  of  Incorpration  of the
Company is hereby amended to state as follows:

     "The total number of shares of all classes which the Corporation shall have
authority to issue is 35,000,000 of which  10,000,000  shares shall be Preferred
Shares,  par value $.01 per share,  and 25,000,000  shall be Common Shares,  par
value $.001, and the designations,  preferences, limitations and relative rights
of the shares of each class are as follows:

     1. Preferred Shares

     The  Corporation  may  divide  and issue the  Preferred  Shares in  series.
Preferred  Shares of each series when issued shall be designated to  distinguish
it from the  shares  of all  other  series.  The  Board of  Directors  is hereby
expressly  vested with  authority to divide the class of  Preferred  Shares into
series and to fix and  determine  the  relative  rights and  preferences  of the
shares of any such series so established  to the full extent  permitted by these
Articles  of  Incorporation  and the laws of the State of Colorado in respect to
the following:

     (a) The number of shares to  constitute  such series,  and the  distinctive
designations thereof;

     (b) The rate and  preference of  dividends,  if any, the time of payment of
dividends, whether dividends are cumulative and the date from which any dividend
shall accrue;

     (c) Whether the shares may be redeemed and, if so, the redemption price and
the terms and conditions of redemption;

     (d) The amount payable upon shares in event of involuntary liquidation;

     (e) The amount payable upon shares in event of voluntary liquidation;

     (f)  Sinking  fund or  other  provisions,  if any,  for the  redemption  or
purchase of shares;

     (g) The terms and  conditions  on which  shares  may be  converted,  if the
shares of any series are issued with the privilege of conversion;

     (h) Voting powers, if any; and

     (i) Any other relative right and preferences of shares

                                                                              54


<PAGE>



of such series, including, without limitation, any restriction on an increase in
the number of shares of any series theretofore  authorized and any limitation or
restriction  of rights or powers to which shares of any further  series shall be
subject.

     2. Common Shares

     (a) The rights of holders of Common Shares to receive dividends or share in
the  distribution of assets in the event of liquidation,  dissolution or winding
up of the  affairs  of the  Corporation  shall be  subject  to the  preferences,
limitations and relative rights of the Preferred  Shares fixed in the resolution
or resolutions  which may be adopted from time to time by the Board of Directors
of the  Corporation  providing  for the  issuance  of one or more  series of the
Preferred Shares.

     (b) The holders of the Common Shares shall be entitled to one vote for each
share of Common  Shares held by them of record at the time for  determining  the
holders thereof entitled to vote.

     FURTHER RESOLVED,  that Article Eleventh is hereby added as an amendment to
the Company's Articles of Incorporation, to read as follows:

     The corporation may:

     (a)  Indemnify any person who was or is a party or is threatened to be made
a party to any threatened,  pending,  or completed action,  suit, or proceeding,
whether civil, criminal,  administrative, or investigative (other than an action
by or in the right of the corporation),  by reason of the fact that he is or was
a director,  officer,  employee,  fiduciary or agent of the corporation or is or
was a director,  officer, employee,  fiduciary or agent of the corporation or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee, fiduciary or agent of another corporation, partnership, joint venture,
trust,  or  other  enterprise,   against  expenses,(including   attorney  fees),
judgments,  fines,  and  amounts  paid in  settlement  actually  and  reasonably
incurred by him in connection with such action, suit or proceeding,  if he acted
in good faith and in a manner he reasonably  believed to be in the best interest
of the corporation  and, with respect to any criminal action or proceeding,  had
no reasonable cause to believe his conduct was unlawful.  The termination of any
action,  suit, or proceeding by judgment,  order,  settlement,  or conviction or
upon a plea of nolo  contendere or its  equivalent  shall not of itself create a
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed to be in the best  interests of the  corporation  and, with
respect to any criminal  action or proceeding,  had reasonable  cause to believe
his conduct was unlawful.

                                                                              55


<PAGE>



     (b) The  corporation  may  indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer, employee, or agent of
the  corporation  or is or was  serving at the request of the  corporation  as a
director,  officer,  employee,   fiduciary  or  agent  of  another  corporation,
partnership joint venture, trust or other enterprise against expenses (including
attorney fees) actually and  reasonably  incurred by him in connection  with the
defense or  settlement of such action or suit if he acted in good faith and in a
manner he reasonably  believed to be in the best  interests of the  corporation;
but no indemnification  shall be made in respect of any claim,  issue, or matter
as to which  such  person  has been  adjudged  to be liable  for  negligence  or
misconduct in the performance of his duty to the corporation  unless and only to
the extent that the court in which such  action or suit was  brought  determines
upon application that, despite the adjudication of liability, but in view of all
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnification for such expenses which such court deems proper.

     (c) To the extent that a director, officer, employee, fiduciary or agent of
a corporation has been successful on the merits in defense of any action,  suit,
or proceeding  referred to in (a) or (b) of this Article VI or in defense of any
claim,  issue  or  matter  therein,  he shall be  indemnified  against  expenses
(including  attorney fees) actually and reasonably incurred by him in connection
therewith.

     (d) Any indemnification under (a) or (b) of this Article VI (unless ordered
by a court) and as  distinguished  form (c) of this Article shall be made by the
corporation  only as authorized in the specific case upon a  determination  that
indemnification  of the  directors,  officer,  employee,  fiduciary  or agent is
proper  in the  circumstances  because  he has met the  applicable  standard  of
conduct set forth in (a) or (b) above. Such  determination  shall be made by the
board of directors by a majority  vote of a quorum  consisting  of directors who
were not parties to such  action,  suit,  or  proceeding,  or, if  directors  so
directs,  by  independent  legal  counsel  in  a  written  opinion,  or  by  the
shareholders.

     (e) Expenses  (including  attorney  fees)  incurred in defending a civil or
criminal  action,  suit, or proceeding may be paid by the corporation in advance
of the final  disposition  of such action,  suit, or proceeding as authorized in
(c) or (d) of this Article VI upon receipt of an  undertaking by or on behalf of
the director, officer, employee,  fiduciary or agent to repay such amount unless
it is  ultimately  determined  that  he is  entitled  to be  indemnified  by the
corporation as authorized in this Article VI.

                                                                              56


<PAGE>


     (f) The  indemnification  provided  by this  Article VI shall not be deemed
exclusive or any other rights to which those  indemnified  may be entitled under
any bylaw,  agreement,  vote of  shareholders  or  disinterested  directors,  or
otherwise,  and any procedure  provided for by any of the foregoing,  both as to
action in his  official  capacity  and as to action in  another  capacity  while
holding  such office,  and shall  continue as to a person who has ceased to be a
director,  officer, employee,  fiduciary or agent and shall inure to the benefit
of heirs, executors, and administrators of such a person.

     (g) The  corporation  may purchase and maintain  insurance on behalf of any
person who is or was a director,  officer,  employee,  fiduciary or agent of the
corporation  or who is or was  serving at the  request of the  corporation  as a
director,  officer,  employee,   fiduciary  or  agent  of  another  corporation,
partnership,  joint  venture,  trust or other  enterprise  against any liability
asserted  against him and incurred by him in any such capacity or arising out of
his  status as such,  whether  or not the  corporation  would  have the power to
indemnify him against such liability under provisions of this Article VI.

FURTHER RESOLVED, that Article Twelfth is hereby added to the Company's Articles
of Incorporation, to read as follows:

     "The Board of Directors may at any meeting, by a majority vote of the whole
Board,  sell,  lease,  exchange  and/or  convey all of its  property and assets,
including  its good will and/or its  corporate  franchises,  upon such terms and
conditions  and  for  such  consideration  or  considerations  as the  Board  of
Directors in their sole  discretion  deem expedient and for the best interest of
the Corporation and said consideration or considerations may consist in whole or
in part of  shares  of stock  and/or  securities  of any  other  corporation  or
corporations;  provided,  however, in all such cases the affirmative vote of the
holders of one-half (1/2) plus one share of the common stock of said Corporation
then  issued  and  outstanding  shall be voted in  ratification  of the Board of
Directors,  said vote to be taken at a special stockholders' meeting of our said
Corporation duly called for that purpose;  but nothing herein shall be construed
to limit the power of the Board of Directors of our  Corporation  and said Board
shall have power in its sole discretion to sell,  lease,  exchange and/or convey
such  parts or parcels of land or  personal  property  or assets as the Board of
Directors  determine  are no longer  necessary  or  expedient  to be held by the
Corporation. It is, however, specifically understood that the Board of Directors
may at their  discretion and they have the power to create a lien or mortgage on
any or all of the assets of the  Corporation in order to borrow money should the
Board of Directors feel that it is necessary for the conduct of the business."

                                                                              57