UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

             ( x ) Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                For the quarterly period ended September 30, 1996

                                       OR

              ( ) Transition Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                        For the Transition period from to

                          Commission file number 0-9311

                     DIGITAL TECHNOLOGIES MEDIA GROUP, INC.
                     --------------------------------------
             (Exact name of registrant as specified in its charter)

        Delaware                                               87-0269260
  --------------------                                        ------------
  (State or other jurisdiction                              (I.R.S. Employer
  of incorporation or organization                        Identification Number


   15840 Ventura Blvd. - Suite 310, Encino, CA                         91436
  ----------------------------------------------------------------------------
  (Address of principal executive offices)                          (Zip Code)

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

                  955 South Virginia Street, Reno, Nevada 89502
                  ---------------------------------------------

                 (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has 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 registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes (X) No ( )

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 subsequent to the distribution of securities under a plan confirmed
by a court. Yes (X) No ( )

As of September 30, 1996, there were 5,401,127 shares of common stock ($.01 par
value) issued and outstanding.

Total sequentially numbered pages in this document:  11

                                        2

<PAGE>

                            Digital Technologies Media Group, Inc.
                              Unaudited Statement of Operations
                              For The Period Ended September 30
<TABLE>
<CAPTION>

                                                   3 Months       9 Months
                                                     1996           1996
                                                 ------------   ------------
<S>                                              <C>            <C>
Income:

Licensing Revenues                                  $339,000       $627,000
Other expense                                                       (11,737)
                                                 -----------    -----------
     Total Income                                    339,000        615,263
                                                 -----------    -----------

Cost of Sales:


Film amortization                                    135,000        330,000
Royalties                                            237,000        425,000


                                                 -----------    -----------
     Total Cost of sales                             372,000        755,000
                                                 -----------    -----------
     Gross margin (Loss)                             (33,000)      (139,737)
                                                 -----------    -----------
Operating Expenses:
General and Administrative                            80,041        276,266



                                                 -----------    -----------
          Net Profit (Loss)                        ($113,041)     ($416,003)
                                                 ===========    ===========

     Earnings (Loss) per Share of Common Stock
        and Common Stock Equivalents                 ($0.021)       ($0.077)
                                                 ===========    ===========
     Common Stock outstanding                      5,401,127      5,401,127
                                                 ===========    ===========
</TABLE>




 THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS STATEMENT



                                        2

<PAGE>
                         PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                     Digital Technologies Media Group, Inc.
                                  Balance Sheet
<TABLE>
<CAPTION>
                      ASSETS                   Dec 31, 1995   Sep 30, 1996  
                                               ------------   ------------
                                                (AUDITED)        (Unaudited) 
<S>                                            <C>            <C>     
Cash                                                    $0        ($1,359)

Receivables net of $10,000 and $20,000
     allowance for bad debts                        20,300        171,000

Fixed assets - net of accumulated depreciation
     of $3,600 and $5,700                           12,356         10,256

Film costs - net of accumulated amortization
     of $60,000 and $490,000                     2,940,000      2,510,000

Other assets                                             0         10,930
                                               -----------    -----------
     Total Assets                               $2,972,656     $2,700,827
                                               ===========    ===========
                 LIABILITIES AND SHAREHOLDER EQUITY
Accounts payable                                  $145,572       $186,568

Payroll tax obligations                             32,817         53,108

Royalties payable                                   60,000        292,000

Other accrued expenses                             107,000              0

Due to related parties                              29,413         30,000

Unearned income                                     57,500         14,800
                                               -----------    -----------
          Total Liabilities                        432,302        576,476
                                               -----------    -----------
Preferred Stock, $0.01 par, authorized
     100,000,000, none outstanding                       0              0
Common Stock, $0.01 par value, authorized
     250,000,000 shares, 5,401,127 shares
     issued and outstanding                         54,011         54,011

Additional paid in capital                       3,392,754      3,392,754

Accumulated Deficit                               (906,411)    (1,322,414)
                                               -----------    -----------
          Total Shareholder Equity               2,540,354      2,124,351
                                               -----------    -----------
          Total Liabilities and Equity          $2,972,656     $2,700,827
                                               ===========    ===========
</TABLE>
  THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS STATEMENT
                                        3
<PAGE>

                     Digital Technologies Media Group, Inc.
                        UNAUDITED STATEMENT OF CASH FLOWS
                  For the Nine Month Period Ended September 30


<TABLE>
<CAPTION>
        CASH FLOWS FROM OPERATING ACTIVITIES                   1996
                                                           ------------

<S>                                                        <C>       
Net (Loss)                                                   ($416,003)
Adjustments to Reconcile Net Income to
     Net Cash Used in Operating Activities:
     Eliminate Non Cash Items (Depreciation
          and Amortization)                                    432,400
(Increase) Decrease in:
     Receivables                                              (150,700)
     Other assets                                              (10,930)

Increase (Decrease) in:
     Accounts payable                                           40,996
     Accrued expenses                                         (107,000)
     Payroll tax obligations                                    20,291
     Royalties                                                 232,000
     Unearned revenue                                          (42,700)
                                                           ------------
          NET CASH PROVIDED BY (USED IN)                                                           
            OPERATING ACTIVITIES                                (1,646)
                                                           ------------

        CASH FLOWS FROM INVESTING ACTIVITIES


Increase (Decrease) in:
     Purchase of fixed assets                                     (300)
     Notes payable                                                 587
     Preferred stock                                                 0
     Common stock                                                    0
     Paid in capital                                                 0
                                                           ------------
          NET CASH PROVIDED BY (USED IN)
               FINANCING ACTIVITIES                                287
                                                           ------------

NET INCREASE (DECREASE) IN CASH                                 (1,359)

CASH, at Beginning of Period                                         0
                                                           ------------

CASH, at End of Period                                         ($1,359)
                                                           ============
</TABLE>


           THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART
                                OF THIS STATEMENT


                                        4

<PAGE>

                     Digitial Technologies Media Group, Inc.
             UNAUDITED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
               For the Nine Month Period Ended September 30, 1996


                                                                         
                                                       
            
                                                                                
<TABLE>
<CAPTION>
                                     Common Stock         Preferred Stock   Additional
                                 -----------------------------------------   Paid In        Retained              
                                   Shares     Amount     Shares    Amount    Capital        Earnings     Total
                                 -------------------------------------------------------------------------------

<S>                              <C>          <C>              <C>      <C>  <C>           <C>         <C>       
BALANCE, December 31, 1995       5,401,127    $54,011          0        $0   $3,392,754    ($906,411)  $2,540,354
Entries For Quarter Ending
June 30, 1996                                                                                                 $0
                                                                                                              $0
                                                                                                              $0
                                                                                                              $0
                                                                                                              $0
                                                                                                              $0
Loss for period 1/1 thru 6/30/96                                                           (302,962)   ($302,962)

                                 -------------------------------------------------------------------------------
BALANCE, June 30, 1996           5,401,127    $54,011          0        $0  $3,392,754  ($1,209,373)  $2,237,392
                                 -------------------------------------------------------------------------------
                                                                                                              $0
                                                                                                              $0
                                                                                                              $0
                                                                                                              $0
                                                                                                              $0
                                                                                                              $0
                                                                                                              $0
                                                                                                              $0
                                                                                                              $0
                                                                                                              $0
Operating Profit (Loss)
  quarter ended 9/30/96                                                                     (113,041)  ($113,041)

                                 --------------------------------------------------------------------------------
BALANCE, September 30, 1996      5,401,127    $54,011          0        $0   $3,392,754  ($1,322,414)  $2,124,351
                                 --------------------------------------------------------------------------------
</TABLE>




  THE NOTES TO THE FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THIS STATEMENT


                                        5
<PAGE>
                          Digital Technologies Media Group, Inc.
                         Notes to Financial Statements (Unaudited)
          For the Three and Nine Month Period Ended September 30, 1996

Note 1     Organization and Summary of Significant Accounting Policies
           -----------------------------------------------------------

           Since Digital Technologies, Inc. was formed in April, 1995 and did
           not acquire its operating assets until September, 1995, operations
           through September 30, 1995 were not significant. Accordingly,
           comparable 1995 financial statements are not presented.

           Certain information and footnote disclosures normally included in
           financial statements that have been prepared in accordance with
           generally accepted accounting principles have been condensed or
           omitted pursuant to the rules and regulations of the Securities and
           Exchange Commission, although management of the Company believes that
           the disclosures contained in these financial statements are adequate
           to make the information presented therein not misleading.

           The results of operations for the 3 and 9 months ended September 30,
           1996 are not necessarily indicative of the results of operations to
           be expected for the full fiscal year ended December 31, 1996.

           The Company merged with Miller & Benson International as of July 30,
           1996.

           Organization:
           -------------
           Digital Technologies Group, Inc. (The "DTG") was organized in April,
           1995 Under the laws of the State of Delaware for the purpose of
           funding the development of television programming and to interface
           with new technologies. The Company initially issued 1,207,500 shares
           of common stock with a nominal value of $50.00. In May, 1995, DTG
           acquired certain assets of Communication Services International
           ("CSI") for convertible debt.


           Miller & Benson International, Ltd. (The "M&B"), a Delaware
           corporation, emerged from bankruptcy in 1991 and is a dormant holding
           company with 5,401,127 shares outstanding as of July 30, 1996 after a
           1 for 100 stock split and acquisition of DTG. The Company had no
           assets or outstanding liabilities.

           Company Business:
           -----------------
           Effective with the consummation of the CSI asset acquisition DTG
           commenced licensing in September, 1995 all acquired film rights in
           currently available territories. The Company's customers consist of
           domestic and foreign sub-distributors and sales agents and CSI will
           be collecting approximately $50,000 in receivables for the Company
           subsequent to 12/31/95.


                                        6
<PAGE>
           Basis of Presentation:
           ----------------------
           The consolidated financial statements reflect the assets,
           liabilities, and operations of DTG due to accounting treatment as
           reverse merger by DTG. (See Note 6)

           The Balance Sheets are presented in an unclassified format in
           accordance with FAS No. 53 for audit structure, with the quarterly
           statements presented in a classified format.

           Going Concern:
           --------------
           As of September 30, 1996 the Company had no cash available to meet
           operating requirements. There was some improvement for the period
           ended September 30, 1996, but it is still not adequate to meet the
           Company's needs. The Company requires additional sales and
           collections to meet its fiscal operating needs and to satisfy the
           liabilities outstanding as of September 30, 1996. The Company's
           management is continuing to negotiate certain major marketing
           licenses. There can be no assurance of favorably consummating these
           negotiations at this time.

           Management believes that with reductions in DTG operating costs that
           have been instituted and with increased sales activity, the Company
           will be able to continue as a going concern. However, at this time,
           there is doubt related to the continuance as a going concern. These
           financial statements do not include any adjustments that might result
           from the outcome
            of this uncertainty.

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

           Income Taxes:
           -------------
           The Company may have limitations regarding the use of its apparent
           net operating loss due to the transaction described in Note 6.

           Accounts Receivable:
           --------------------
           Accounts receivable consist of the unpaid portion of license
           agreements received from customers on a worldwide basis. The
           Company's management performs credit evaluations of customers and
           reserves for any potential credits losses. The standard procedure
           when entering into a license agreement requires a payment upon
           signing and the balance to be paid over a period subsequent to the
           delivery of the films licensed.


                                        7
<PAGE>

           Fixed Assets:
           -------------
           Depreciation of furniture and fixtures is being provided by
           utilization of the straight-line method over five years.

           Film Inventory and Amortization:
           --------------------------------
           Film inventory principally consisting of distribution rights for a
           group of television series are stated at the lower of unamortized
           cost or estimated realizable value.

           Amortization is based on the income forecast method which utilizes
           the relationship of film revenue earned in a period to estimated
           future revenue. Such estimated film revenue will be revised
           periodically by management and estimated losses, if any, will be
           provided for at that time. During the next three years the Company
           anticipates amortizing 60% of its film balance.

           CSI Agreement:
           --------------
           On May 1, 1995 DTG concluded an Acquisition Agreement (the
           "Agreement") with CSI, a foreign corporation formed in 1990 resulting
           in the acquisition of some accounts receivable, film rights to
           several TV series, and a distribution network for $3 Million secured
           convertible debenture bearing interest at 10%. The entire payment was
           reflected as Film Cost based on an independent appraisal. This
           debenture was then converted into common stock of the Company and a
           shareholder of CSI became the Chief Executive Officer of the Company.

Note 2     Net Loss Per Share:
           -------------------
           Net Loss per share is computed using the actual shares outstanding at
           the end of the period or 5,401,127 shares.

Note 3     Lease Commitment:
           -----------------
           The Company is in the process of moving and its lease commitments
           have been negotiated so as to reduce its overhead commitment. New
           leases in a different and smaller facility are presently being
           negotiated.

                                        8

<PAGE>

Note 4     Convertible Subordinated Debt and Warrants Exercised:
           -----------------------------------------------------
           The Company issued convertible subordinated debt amounting to
           $275,000 as of December 31, 1995. All of this debt was converted
           during 1996.

Note 5     Stockholder Settlements:
           ------------------------
           The Company entered into an agreement with a major shareholder for
           return of 800,000 shares held by him. The shares were canceled
           effective December 31, 1995. Such agreement also provides for payment
           of past compensation net of expense advances which have not been
           utilized and receivables were transferred upon July 1996 foreclosure
           of a $25,000 note held by the stockholder.

Note 6     Reverse Acquisition:
           --------------------
           Pursuant to a Stock Exchange Agreement dated June 28, 1996 among DTG,
           the shareholders of DTG and Miller & Benson International, Ltd.
           ("M&B"), M&B acquired 100% of the outstanding capital stock of DTG in
           exchange for the issuance of 4,000,000 post-split shares of common
           stock to DTG for its shareholders and consultant and 401,127 shares
           of Company common stock to DTG secured convertible subordinated debt
           holders ($301,127 including accrued interest at conversion) and
           exchange for their outstanding warrant rights for 50,000 shares of
           DTG common stock. The 4,401,127 total shares of common stock
           represented approximately 81.5% of the issued and outstanding shares
           of the Company's common stock, which is the only class of the
           Company's equity securities issued and outstanding. As a result, the
           former shareholders of DTG may thus be deemed to have acquired
           control of M&B. For accounting purposes, the acquisition of DTG by
           M&B has been treated as a recapitalization of DTG, with DTG as the
           acquirer (reverse acquisition). All historical financial statements
           prior to July 30, 1996 are those of DTG.

           M&B was a dormant public company whose activities prior to the DTG
           acquisition were limited to maintaining corporate records and
           evaluating business opportunities. M&B emerged from Chapter 11 and in
           this process eliminated all debt against the company. Certain
           transactions with corporate officers and directors transpired in
           which payments due them were paid in the form of common stock. Assets
           to aid in recapitalizing the Company were acquired from CD
           Management, Inc. in 1994 and paid for by common stock.

           The outstanding shares as of December 31, 1995 and September 30, 1996
           reflect all M&B transactions as of those dates and the consolidated
           statements have been retroactively restated.


                                        9

<PAGE>



ITEM 2.  MANAGEMENT' S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                AND RESULTS OF OPERATIONS

For the Three and the Nine Months Ended September 30, 1996

Financial Condition and Results of Operations:

         The Company sales activities increased dramatically during the quarter
ended September 30, 1996. Accordingly, accounts receivable increased to $171,000
and $339,000 in licensing revenue, principally international sales, were
recognized. Also royalties payable increased to $292,000 as approximately 70% of
revenues are payable to producers at this time.

            Film costs were amortized based upon the income forecast method and
resulted in a charge of $135,000 for the quarter and $330,000 for the nine
months ended September 30, 1996.

         The Company's cost saving efforts resulted in a reduction of operating
expenses. Subsequent to September 30, 1996, the Company further reduced
operating expenses by reducing its facility rent and acquired new product.

         Management believes that the Company's working capital resources and
anticipated cash flow will be sufficient to support operations.

                           PART II. OTHER INFORMATION


ITEM 1.   Not applicable
ITEMS 2. through 4. are not applicable.

ITEM 5.   OTHER INFORMATION.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         None





                                       10



<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                          DIGITAL TECHNOLOGIES MEDIA GROUP, INC.
                                          --------------------------------------
                                                       (Registrant)


Date: November 14, 1996                   /s/ Arthur Newberger
                                          -------------------- 
                                          Arthur Newberger, President 
                                         (Chief Executive, Financial 
                                          and Accounting Officer)









                                       11