U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C. 20549

                             AMENDMENT NUMBER 1 TO
                                 FORM 10-KSB

                                  (Mark One)

[ ]       ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
         OF 1934


[X]      TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
         ACT OF 1934

         For the transition period from April 1, 2001 to December 31, 2001


                     Commission File Number: 000-30829


                              Muller Media, Inc.
                  --------------------------------------------
                 (Name of small business issuer in its charter)


           Nevada                                              88-0430189
-------------------------------                              --------------
(State or other jurisdiction of                              (IRS Employer
incorporation  or  organization)                             Identification
                                                             No.)


  11 East 47th Street, Third Floor, New York, New York           10017
  ----------------------------------------------------         ----------
       (Address of principal executive offices)                (Zip Code)


                               (212) 317-0175
                        ---------------------------
                        (Issuer's telephone number)

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

                      Title of each class registered: None

                Name of each exchange on which registered: None

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

                         COMMON STOCK, PAR VALUE $.001
                         -----------------------------
                               (Title of class)


<PAGE>

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ]

Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is 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. [ ]

State issuer's revenues for its most recent fiscal year. $4,216,278, for the
period nine months ended December 31, 2001.

Based on the average if the closing bid and asked prices of the issuer's common
stock on December 31, 2001, the aggregate market value of the voting stock held
by non-affiliates of the registrant on that date was $1,148,000.

As of December 31, 2000, the issuer had 13,175,750 shares of common stock
outstanding. As of December 31, 2001, the issuer had no preferred shares
outstanding.

Documents incorporated by reference: See Item 13. Exhibits and Reports on Form
8-K in Part III.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]


<PAGE>

                                   CONTENTS
                                                                          PAGE
PART I

    Item 1.  Description of Business........................................4
    Item 2.  Description of Property.......................................15
    Item 3.  Legal Proceedings.............................................15
    Item 4.  Submission of Matters to a Vote of Security Holders...........15

PART II

    Item 5.  Market for Common Equity and Related Stockholder Matters......16
    Item 6.  Management's Discussion and Analysis or Plan of Operation.....17
    Item 7.  Financial Statements..........................................19
    Item 8.  Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure........................20

PART III

    Item 9.  Directors, Executive Officers, Promoters and Control
                Persons; Compliance with Section 16(a) of the
                Exchange Act...............................................21
    Item 10. Executive Compensation........................................24
    Item 11. Security Ownership of Certain Beneficial Owners and
                Management.................................................25
    Item 12. Certain Relationships and Related Transactions................27
    Item 13. Exhibits and Reports on Form 8-K..............................28

SIGNATURES   ..............................................................30


                                       2
<PAGE>

                           Forward-Looking Statements

This statement is being included, although we have been advised that the safe
harbor for forward looking statements does not apply to statements made by
companies that issue penny stock.


This report contains forward-looking statements. The forward-looking statements
include all statements that are not statements of historical fact. The forward-
looking statements are often identifiable by their use of words such as "may,"
"expect," "believe," "anticipate," "intend," "could," "estimate," or "continue,"
"Plans" or the negative or other variations of those or comparable terms. Our
actual results could differ materially from the anticipated results described in
the forward-looking statements. Factors that could affect our results include,
but are not limited to, those discussed in Item 6, "Management's Discussion and
Analysis or Plan of Operation" and included elsewhere in this report.

                                      3
<PAGE>


                                    PART I

ITEM 1. DESCRIPTION OF BUSINESS.


BUSINESS DEVELOPMENT


BUSINESS DEVELOPMENT, ORGANIZATION AND ACQUISITION ACTIVITIES
-------------------------------------------------------------

A. Business Development, Organization and Acquisition Activities

Muller Media, Inc. ("Muller"), was originally incorporated under the name
Puppettown.com Inc. on July 1, 1999 with the filing of Articles of Incorporation
with the Secretary of State of the State of Nevada. On July 26, 1999 a
Certificate of Amendment was filed under which the corporate name was changed to
Business Translation Services, Inc.(BTS)

On November 12, 2001 there was a change in control of the Company. On the same
day BTS entered into a merger with Muller Media, Inc., a New York corporation
formed in 1982, under the terms of which the surviving entity was Business
Translation Services, Inc.

On January 22, 2002 a Certificate of Amendment was filed with the Secretary of
State of the State of Nevada whereby the corporate name was changed to Muller
Media Inc.

The original articles of the Company authorized the issuance of twenty million
(20,000,000) shares of common stock at par value of $0.001 per share and five
million (5,000,000) shares of preferred stock at par value of $0.001. Activities
to date have been limited primarily to organization, initial capitalization,
finding an appropriate operating facility in Las Vegas, NV, and commencing with
initial operational plans.

Corporate and administration office of Muller Media is located at: 11 East 47th
Street, Third Floor, New York, New York 10017, Phone: (212) 317-0175.

B. BUSINESS OF ISSUER

1) Principal Products, Services and Principal Markets.

Muller Media is in the business of syndication of feature films to free
television networks, cable networks as well as independent stations throughout
the United States.

Primarily, Muller represents independent film producers for purposes of
distribution of their product and content to the networks and broadcast
distribution companies.

Muller Media currently has under license the distribution rights in the United
States to over 100 feature films. The Company groups together from 10 to 20
feature films designed to appeal to the 18 to 49 year old adult population and
licenses the broadcast distribution companies for exhibition of its films in
compliance with Muller's own licensing rights.

                                      4
<PAGE>

As the methods of distribution for entertainment media grow (i.e., Internet,
satellite, etc.) and/or merge(i.e., cable, telephone, Internet), Muller Media
plans to be positioned to provide packaged programs via these new distribution
channels to worldwide markets.

As new feature film acquisitions occur, generally, they are initially released
to the industry's annual convention, American Film Market (AFM), each year.
Muller attends this convention each year to review and evaluate new film content
as it is released. Executives from the Company also attend the annual convention
of the National Association of Television Program Executives (NATPE) each
January, where much of the actual selling has traditionally taken place. In
recent years however, the importance of this convention has become diminished as
much of Muller's business has been obtained each year, prior to this event, as a
result of changes both in the industry and in the way Muller markets its film
packages.

The process of distribution starts with negotiating the acquisition of broadcast
and exhibition rights for both over-the-air and cable network telecasts. In some
cases, Muller obtains the right to license the programming for home video and
other ancillary markets.

It is Muller's plan to continue to acquire the distribution broadcast rights to
independently produced films so as to expand its library and thusly expand its
product offerings to clients. Muller is also seeking to acquire other firms with
film libraries that would be of appeal to its existing client base.

Although the Company has limited its distribution to U.S. markets until now, the
Company is considering expansion into international markets, beginning initially
with Europe. Subsequently the markets in Asia and South America will be targets
of opportunity for Muller. Plans will be formulated to determine exactly how and
when Muller will expand into international markets.

Muller's principal goal is to increase the content of its film library. This
will include primarily feature films, with a view toward other forms of
programming which can add to profitability.

Muller has carved out a niche which should cause the Company to continue to grow
profitably. As most major companies in the industry are becoming increasingly
integrated, with regard to production, distribution and exhibition, some content
is "falling through the cracks". Many of the best creative projects are being
forced into a secondary position. Some of the content which will be added to
Muller's library will come from this segment.

As a relatively small company in an industry of giants, Muller has adopted less
costly, more innovative strategies, both in securing content and selling movie
or other packages. For the time being and until Muller has carved out a larger
niche within the industry, this methodology will continue. Over the twenty years
that Muller has been in business, company executives have been successful in
developing relationships with key individuals in the motion picture and
television industries. Although Muller is not dependent upon one or a few major
customers, much of its movie content is sold to several television and cable
networks. The amount of this content and the customer to whom it is sold can
vary from year to year, depending on what specific movie content is available
and what is desired by the individual networks.

                                      5
<PAGE>


Muller plans to develop alliances with various other companies in the industry
which will give them access to larger projects and the ability to acquire better
quality content, which will increase revenues. It is Muller's intent to acquire
future worldwide rights to television, cable, satellite, home video, Internet
and any other rights as they are available for the program content, with an
emphasis on feature length films, offered by the Company. With control of
marketable programming content Muller will be in a position to grow. To the
extent that the digital era expands, Muller believes that it will play a
significant role in that it is a supplier of content for mass entertainment.

Muller is positioning itself to take advantage of the new distribution methods
which will become prevalent in the industry with the advances in digital
technology using the Internet as a transport and delivery vehicle. Management is
investigating how best to exploit this new delivery medium while at the same
time assuring the utmost protection for the independent film producer and
collection of exhibition revenue.

Many of the larger companies in the industry have acknowledged that the future
of the industry lies in being able to use the Internet as a transport and
delivery medium. Unfortunately the technology that currently exists, which will
allow for the downloading and/or streaming of film media content, is of poor
quality.

Management is evaluating trends within the industry which are expected to change
the way in which movie and other media content will be delivered in the future.
Advances in digital technology will allow for new methods of transmitting and
viewing media content. It is Muller's intent to adapt its way of doing business
to take advantage of new technology as is becomes available, where is it
practical and cost effective to do so. Muller plans to obtain the necessary
licensing rights which would expand its rights to deliver film content beyond
its traditional television network and cable markets.


                                      6

<PAGE>


DEPENDENCE ON PRODUCERS AND SUPPLIERS
-------------------------------------

Muller Media Inc., is wholly dependent upon certain market segments for its
revenues. For that reason, Muller Media Inc. has initiated, through its direct
sales team, direct marketing programs designed to expand its marketing channels.
Currently those channels are limited to television network, independent
affiliates and cable stations.

Muller Media Inc. is also dependent on independent producers to obtain quality
media communication products. Muller Media Inc., negotiates with these
independent producers to obtain rights to films that can be packaged or
specifically designed for certain television and cable markets at the lowest
practical cost structure so that it can price its products competitively. Muller
pays the producers a combination of up-front fees combined with payments
determined by the number of times a movie is shown by Muller's client customers.

The Company seeks relationships with top independent producers as part of its
commitment to provide quality media broadcast products. Its sales strategy for
these products is to compete on a cost leadership basis, since its products are
viewed by customers as relatively homogenous with that provided by Muller's
competitors.

INTELLECTUAL PROPERTY
---------------------

Muller relies on proprietary agreements with its film suppliers and regards the
content of these agreements as intellectual property.

From time to time, Muller enters into confidentiality agreements with
consultants and in connection with its license agreements with third parties and
generally seeks to control access to and distribution of its documentation and
other proprietary information. Despite these precautions, it may be possible for
a third party to copy or otherwise obtain and use the Muller's proprietary
information without authorization or to develop similar agreements
independently.

There can be no assurance that the steps taken by the Company will prevent
misappropriation or infringement of its proprietary information, which could
have a material adverse effect on Muller's business, results of operations and
financial condition. Litigation may be necessary in the future to enforce the
Muller's intellectual property rights, to protect the Muller's trade secrets or
to determine the validity and scope of the proprietary rights of others. Such
litigation might result in substantial costs and diversion of resources and
management attention. Furthermore, there can be no assurance that Muller's
business activities will not infringe upon the proprietary rights of others, or
that other parties will not assert infringement claims against the Muller.
Moreover, from time to time, Muller may be subject to claims of alleged
infringement by Muller or service marks and other intellectual property rights
of third

                                      7
<PAGE>

parties. Such claims and any resultant litigation, should it occur, might
subject the Company to significant liability for damages, might result in
invalidation of Muller's proprietary rights and, even if not meritorious, could
result in substantial costs and diversion of resources and management attention
and could have a material adverse effect on Muller's business, results of
operations and financial condition.

COMPETITION
-----------

The entertainment industry is intensely competitive, however, the number of
competitors has diminished steadily over the years. Other providers currently
offer one or more of each of the products or services offered by Muller Media.
As a media communications provider in the entertainment industry, Muller Media
competes with several dominant providers. Muller Media expects that new
competitors are likely to enter the entertainment market and attempt to market
services similar to Muller Media's products, which would result in greater
competition for Muller Media. The ability of Muller Media to compete effectively
in the entertainment industry will depend upon its ability to provide high
quality film packages at prices generally competitive with, or lower than, those
charged by its competitors. Certain of Muller Media's competitors dominate the
entertainment industry and have the financial resources to enable them to
withstand substantial price competition, which is expected to increase
significantly, and there can be no assurance that Muller Media will be able to
compete successfully in the future. Moreover, there can be no assurance that
certain of Muller Media's competitors will not be better situated to negotiate
contracts with independent producers which are more favorable than contracts
negotiated by Muller Media.

In addition, there can be no assurance that competition from existing or new
competitors or a decrease in the price charged for medium to high film packages
by the major distributors or other competitors would not materially adversely
affect the Company. Muller Media believes that the principal competitive factors
affecting the market for its services are price, quality of service, reliability
of service, degree of service integration, ease of use, service features and
name recognition. The management of Muller Media believes that they compete
effectively in these areas.

In management's opinion, name recognition is the principle element driving
purchase decisions. As such, Muller Media typically insists that its independent
film producers have a fixed budget for marketing and name recognition.

                                      8
<PAGE>


RISKS RELATED TO OUR BUSINESS AND OPERATIONS
--------------------------------------------

Future Financial Viability

Muller's future financial results will depend on, among other things, the
ability to generate a level of revenues sufficient to offset our cost structure.
Although Muller has been profitable in the past, there is no assurance that
Muller will significantly increase revenues or be profitable in the future.
Because our revenues may not grow or may not continue at their current levels,
our financial condition and results of operations may be harmed and our business
may not be financially viable in the future.

Financial Reporting

In the year 2001, the American Institute of Certified Public Accountants
required the industry to change their method of accounting for recording
licensing arrangements with television stations. Previously Muller was allowed
to recognize revenue upon the execution of a contract with the television
station. Now, in order to recognize revenue from a licensing arrangement of a
film(s), five accounting conditions must be met. If any of the five conditions
are not met then the revenue will be deferred until all the conditions are met.
Due to the deferral of revenues required under the revised accounting
regulations, it is possible that Muller's reported financial results may show a
decline.

Need For Additional Capital

If additional capital cannot be raised Muller's plan of growth will not be able
to be implemented as these funds will be required for the purchase of additional
film content for distribution, or other expansion such as investments in, or
strategic alliances with companies that are complementary to Muller's
operations.

Technology Systems

If Muller is unable to acquire or develop digital technology, it may be unable
to carry out a part of its business plan which would enable film distribution
via Internet communications. If Muller's competitors were able to do so and
Muller was not, it is highly probable that Muller could lose significant market
share.

Market Shrinkage

The number of film distributors in the markets served by Muller has continued to
shrink over the past ten years. This has been both as a result of some going out
of business and the consolidation of others. Consolidation has created a number
of competitors whose resources are greater than Muller's. Competitors with
larger resources could create marketplace conditions which Muller may not be
able to compete with, in the future. Additionally several of the major studios
could market their own films directly to Muller's clients.


                                       9

<PAGE>

Key Management Personnel

Loss of one or more of the key management personnel could result in Muller not
being able to secure, or sell suitable film content. This is due to the unique
nature of the way Muller conducts its business. Muller is highly dependent upon
personal relationships with both independent film producers from whom movie
content is obtained and television executives who purchase Muller's films for
viewing. If a key member of management were to leave, it is possible that
certain film suppliers or television stations may no longer do business with
Muller.

Dependency Upon Independent Producers

If Muller is unable to secure both quality and content of films we will have
nothing to sell. We do not currently own any production facilities. As a result,
we depend upon independent producers, some of which are, or may become our
competitors, to provide our services. Our ability to maintain and expand our
business depends, in part, on our ability to continue to obtain new film
acquisitions as a base for programming on favorable terms from independent
producers, in a timely manner. We purchase the distribution rights in the United
States of feature film libraries pursuant to agreements with various terms and
conditions and are vulnerable to changes in our arrangements, such as price
increases and cancellations. We have not experienced losses in the past because
of our inability to acquire the distribution rights to film libraries, but no
assurance can be given in this regard with respect to the future. In addition,
no assurance can be given that we will be able to obtain feature film libraries
in the future at favorable prices, and a material increase in the price at which
we obtain distribution rights could have a material adverse effect on us. (See
-"Our industry is extremely competitive and we may not be able to compete
effectively.")

Since we do not produce movies we are substantially dependent on the ability of
our sales force and their relationships with independent producers to provide
adequate feature film libraries on a timely basis and on favorable terms. These
independent producers also produce feature film packages for certain of our
competitors, as well as other large customers, and there can be no assurance
that such producers will have sufficient production capacity to satisfy our
inventory or scheduling requirements during any period of sustained demand.
Although we believe that our relationship with the independent producers is
satisfactory and that alternative markets for our film packages are currently
available, the loss of the services of such distributors and vendors or
substantial price increases imposed by them, would affect our business in that
without content, we would have nothing to offer our television station clients
Failure or delay by such independent producers in supplying feature film
libraries to us on favorable terms could also adversely affect our operating
margins and our ability to obtain and deliver products and services on a timely
and competitive basis.

                                      10
<PAGE>

Growth Problems

We face significant risks in expanding our operations and managing our growth.

We are in the early stages of expanding our domestic operations and attempting
to enter international markets and our success will depend, among other things,
upon our ability to access potential markets and to generate increased sales. In
addition, the expansion of our business may involve acquisitions, which could
divert our resources and management time and require integration with our
existing operations. There can be no assurance that any acquired business will
be successfully integrated into our operations or that any such business will
meet our expectations. It is uncertain whether the growth experienced by us will
continue or that we will be able to achieve the growth contemplated by our
business strategy. Our growth may be affected by numerous factors, a number of
which are not within our control, including regulation of the entertainment
industry in countries in which we operate. Any future growth is expected to
place significant demands on all aspect of our business including our
administrative, technical and financial personnel and systems. We will be
required to respond and manage the changing business conditions and if we are
unable to do so, the quality of services, our ability to retain key personnel
and our results of operations could be adversely affected. .

RISKS RELATED TO OUR INDUSTRY
-----------------------------

Highly Competitive Industry

The entertainment industry is highly competitive, rapidly evolving and subject
to constant technological change. Our ability to compete effectively in the
entertainment industry will depend upon our continued ability to provide high
quality services at prices generally competitive with, or lower than, those
charged by our competitors.

Increasing Competition

Currently, there are several companies selling film packages, and we expect
competition to increase in the future. Other distributors currently offer
packages of similar content offered by us. As a service provider in the
distribution of film packages industry, many of our key competitors are
substantially larger than us and have the following competitive advantages:

o greater financial, technical, engineering, personnel and marketing resources;
o longer operating histories;
o greater name recognition; and
o larger film content

These advantages afford our competitors pricing flexibility. Companies that
provide film content may compete for markets based on price, with the dominant
providers conducting extensive advertising campaigns in order to capture market
share. Competitors with greater financial resources may also be able to provide
more attractive incentive packages to stations in order to encourage them to
carry products that compete with our services. In addition, competitors with
greater resources than ours may be better situated to negotiate favorable
contracts with stations. We believe that existing competitors are likely to
continue to expand their service offerings to appeal to stations and their
consumers. Moreover, because there are few, if any, substantial barriers to
entry, we expect that new competitors are likely to enter the distribution
market and attempt to market film packages similar to our services which would
result in greater competition. If our existing competitors or new competitors
devote significant additional resources to such action could have a material
adverse effect on our business, financial condition and results of operations,
and there can be no assurance that we will be able to compete successfully
against such new or existing competitors.

                                       11
<PAGE>


Competition for customers in the entertainment industry is primarily based on
content and, to a lesser extent, on price. We price our services based upon
negotiated rates to the individual market. We have no control over the prices
set by our competitors, and some may be able to use their financial resources to
cause severe price competition in the markets in which we operate. Certain of
our competitors dominate the entertainment industry and have the financial
resources to enable them to withstand substantial price competition, which is
expected to increase significantly, and there can be no assurance that we will
be able to compete successfully in the future. Any price competition would have
a material adverse effect on our business, financial condition and results of
operations. Price reductions may reduce our revenue and margins.

Risk of changes in consumer preferences and industry trends.

The entertainment industry market in which we operate is characterized by the
frequent introduction of new products and services, and is subject to changing
consumer preferences and industry trends, which may adversely affect our ability
to plan for future design, development and marketing of our products and
services.

There can be no assurance that we will be successful in developing and marketing
new services or enhancements to services that respond to these or other
technological changes or evolving industry standards. In addition, there can be
no assurance that we will not experience difficulties that could delay or
prevent the successful development, introduction and marketing of our existing
film packages or that our new film packages or enhancements thereto will
adequately meet the requirements of the marketplace and achieve market
acceptance. Delay in the introduction of new film packages or enhancements, our
inability to develop such new film packages or enhancements or the failure of
such film packages or enhancements to achieve market acceptance could result in
lower revenues and either lower profits, or possible losses.

Risk of litigation.

Litigation in the entertainment industry has been used as a competitive tactic
both by established companies seeking to protect their existing positions in the
market and by emerging companies attempting to gain access to the market. In
such litigation, complaints may be filed on a variety of grounds, including
antitrust, breach of contract, trade secret, patent or copyright infringement,
patent or copyright invalidity, and unfair business practices. If we are forced
to defend ourselves against such claims, whether or not meritorious, we are
likely to incur substantial expense and diversion of management attention, and
may encounter market confusion and the reluctance of licensees and distributors
to commit resources to our products.

Risk of Decline in Advertising Revenues

The availability and amount of advertising revenues derived by television
stations has a direct effect on the fees which stations will pay to distributors
of media content. If there is a downturn in advertising revenues to the
stations, distributors, such as Muller, could be negatively affected by not
being able to charge as much for their products. This would result in lower
revenues and profitability.


                                       12

<PAGE>


Risk of Impact of New Technology

The entertainment industry is characterized by rapid and significant
technological advancements and introductions of new products and services
utilizing new technologies. It is expected that new products and services, as
well as enhancements to existing products and services will be developed and
introduced.   The proliferation of new telecommunications, satellite and cable
technology, including down loading movies over the Internet, may reduce demand
for small film packages designed to fit a television station's or cable
company's needs. As new technologies develop, Muller and similar companies may
be placed at a competitive disadvantage.  Competitive pressures may force the
implementation of such new technologies at substantial cost. Some of Muller's
competitors may implement new technologies before we are able to implement such
technologies, allowing such competitors to provide enhanced services and
superior quality compared with that which we are able to provide.

Our operating results may fluctuate considerably in the future.

Our quarterly operating results, primarily as a result of the evolution of our
business, may fluctuate significantly in the future as a result of a variety of
factors, including:

o    pricing changes;

o    changes in the mix of services sold or channels through which those
     services are sold;

o    changes in user demand, capital expenditures and other costs relating to
     the expansion of our services;

o    the timing and costs of any acquisitions of customer bases and businesses,
     services or technologies;

o    the timing and costs of marketing and advertising efforts;

o    changes in accounting standards and reporting regulations;

o    the effects of government regulation and regulatory changes; and

o    specific economic conditions in the entertainment industry.

Such variability could have a material adverse effect on our business, financial
condition and results of operations. Any significant shortfall in demand for our
services in relation to our expectations, or the occurrence of any other factor
which causes revenue to fall significantly short of our expectations, would also
have a material adverse effect on our business, financial condition and results
of operations.

We face risks associated with acquisitions, investments and strategic
alliances.

In the future, we may acquire or engage in efforts to acquire customer bases and
businesses from, make investments in, or enter into strategic alliances with
companies that have customer bases, or existing networks in our current markets
or in areas into which we intend to expand. We do not have any present
understanding, commitment or agreement with respect to any acquisition,
investment, strategic alliance or related effort. Moreover, our capital
structure may make it difficult for us to use stock as consideration for any
potential acquisition. Any future acquisitions, investments, strategic alliances
or related efforts will be accompanied by the risks commonly encountered in such
transactions or efforts. Such risks include, among others:

o    the difficulty of identifying appropriate acquisition candidates;

o    the difficulty of assimilating the operations and personnel of the
     respective entities;

o    the potential disruption of our ongoing business;

o    the inability of management to capitalize on the opportunities presented by
     acquisitions, investments, strategic alliances or related efforts;

o    the failure to successfully incorporate licensed or acquired technology and
     rights into our services; and

o    the inability to maintain uniform standards, controls, procedures and
     policies and the impairment of relationships with employees and customers
     as a result of changes in management.

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<PAGE>

Additionally, in connection with an acquisition, we may experience rates of
customer attrition which are significantly higher than the rate of customer
attrition which we generally experience. Acquisitions involve numerous
additional risks, especially in the areas of operations, services, products and
personnel of the acquired companies, which could result in charges to earnings
or adversely affect our operating results. Any acquisition will involve a number
of risks that could materially and adversely affect us, including diverting our
management's attention from operational and financial matters; assimilating the
operations, technologies, products, and personnel of the acquired companies;
risks of entering markets in which we have no or limited prior experience; and
the potential loss of key personnel of the acquired companies. Further, to the
extent that any such transaction involves customer bases or businesses located
outside the United States, the transaction would involve the risks associated
with international operations. There can be no assurance that we would be
successful in overcoming these risks or any other problems encountered with such
acquisitions, investments, strategic alliances or related efforts. Further,
there can be no assurance that acquisition opportunities will be available, that
we will have access to the capital required to finance potential acquisitions,
that we will continue to acquire businesses or that the acquired businesses will
be profitable. Acquisitions may result in potentially diluted issuances of
equity securities, the incurrence of debt and the amortization of expenses
related to goodwill and other intangible assets, all of which could have a
material adverse effect on us.

Future events, including the problems, delays, expenses and difficulties
frequently encountered by companies, may lead to cost increases that could make
our funds insufficient to support our operations. We may seek additional
capital, including an offering of our equity securities, an offering of debt
securities or obtaining financing through a bank or other entity. We have not
established a limit as to the amount of debt we may incur nor have we adopted a
ratio of our equity to a debt allowance. If we need to obtain additional
financing, there is no assurance that financing will be available from any
source, that it will be available on terms acceptable to us, or that any future
offering of securities will be successful. If additional funds are raised
through the issuance of equity securities, there may be a significant dilution
in the value of our outstanding common stock. We could suffer adverse
consequences if we are unable to obtain additional capital when needed.

Our business is at risk from system failures and delays.

System failures, delays and other problems could harm our reputation and
business, cause us to lose customers and expose us to customer liability.
However we minimize our exposure to risk from such system failures by only
dealing in and with finished product ready for immediate distribution.

Our success depends on our ability to provide reliable film packages to the
cable and television industry. Our operations could be interrupted by any damage
to or failure of:

o    A decline in commercial advertising to the cable and television industry;

o    Our inability to acquire the license to distribute rights to certain film
     libraries; and

o    our relationship with the independent producers.

GOVERNMENT REGULATION
---------------------

The content distributed by Muller Media, Inc. is subject to censorship review
and ratings as to appropriateness for certain age markets. Risk as to
prosecution for censorship review is borne by the producer and or the actual
distributor. Muller does not bare any risk in this regard. However, in the
future, governmental regulations or future laws may shift the incidence of
liability as to risk and there is no control that we have over future
legislative regulations.

EMPLOYEES
---------

As of January 14, 2001, Muller employed eight people, of whom four are executive
and administrative personnel. None of our employees are covered by a collective
bargaining agreement. Muller considers its employee relations to be good.

                                       14
<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY

The Company leases 2,125 square feet of office space for our executive offices
in New York City, New York for $5,863 per month. In addition, they lease
approximately 600 square feet of space for its offices in Hackettstown, New
Jersey for $700 per month. These two non-cancelable operating leases expire on
June 30, 2004 and November 30, 2002.

                                   Form of          Lease         Monthly
     Location                      Ownership        Expiration    Rent
     --------                      ---------        ----------    -------

Muller Media Offices:

11 East 47th Street, 3rd Floor      Office Lease       2004       $5,863
New York City, New York  10017

488 Schooley's Mountain Road        Office Lease       2002       $  700
Hackettstown, New Jersey  07840


The minimum  future lease commitments under these leases are as follows:

                 Year                   Amount
                 ----                   -------
                 1                      $76,510
                 2                       72,762
                 3                       36,918

Muller does not have any additional facilities, and there are currently no
proposed programs for the renovation, improvement or development of the
properties currently being leased by the Company.

ITEM 3. LEGAL PROCEEDINGS.

As of the date of the period covered by this report, , Muller Media, Inc. is not
a party to any material legal proceedings, and none are known to be contemplated
against Muller Media, Inc.

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

There were no matter submitted to shareholders for vote during the past
calendar year.

                                      15

<PAGE>

                                   PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(i) Market Information
----------------------

On February 5, 2001, the Company's common stock was cleared for trading on the
OTC Bulletin Board system under the symbol "BTSV." When the Company changed its
name to Muller Media, Inc., it changed it symbol to "MULM." A limited market
exists for the trading of the Company's common stock.

The table below sets forth the high and low bid prices of our common stock for
each quarter shown, as provided by the NASD Trading and Market Services Research
Unit. Quotations reflect inter-dealer prices, without retail mark-up, mark-down
or commission and may not represent actual transactions.

FISCAL 2001                                  HIGH              LOW
--------------------------------             ----              ----
Quarter Ended March 31, 2001                 0.25              1.62
Quarter Ended June 30, 2001                  3.00              0.75
Quarter Ended September 30, 2001             1.74              0.37
Quarter ended December 31, 2001              2.25              0.47

(ii) Holders
------------

The approximate number of holders of record of common stock as of December 31,
2001 was approximately seventy (70).

(iii) Dividends
---------------

Holders of common stock are entitled to receive such dividends as the board of
directors may from time to time declare out of funds legally available for the
payment of dividends. No dividends have been paid on our common stock, and we do
not anticipate paying any dividends on our common stock in the foreseeable
future.

                                      16
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

i) Muller Media packages motion pictures and other entertainment events and
distributes them to the television and cable industry. For the nine months
ending December 31, 2001, the Company incurred a net income after taxes of
$45,677 from its operations. This is based on revenues of $4,216,278 from
operations. Muller Media, Inc. was originally incorporated on February 1, 1982
in New York and subsequently, on June 9, 1998, became a wholly owned subsidiary
of DCI Telecommunications, Inc. ("DCI") pursuant to a stock purchase agreement,
through which DCI acquired 100% of the outstanding stock of the Company in
exchange for 1,200,000 shares of common stock of DCI.

Pursuant to the Agreement and Plan of Merger by and among Muller Media, Inc.,
Business Translation Services, Inc. and DCI Telecommunications, Inc. (the
"Purchaser" or "DCI"), dated November 12, 2001 and the Share Purchase Agreement
between the Purchaser and the Seller dated November 12, 2001, DCI purchased
10,000,000 shares of Business Translation Services, Inc. common stock,
accounting for 82% of Business Translation Services' issued and outstanding
stock after the sale. As part of the cost of the merger, the Company also issued
an aggregate of 2,300,000 common stock purchase warrants, 1,200,000 warrants
have an exercise price of $0.125 and the remaining 1,100,000 warrants have an
exercise price of $0.025. All of the warrants are exercisable through November
12, 2006. Immediately after the execution and delivery of the agreement, DCI
caused Muller to merge with and into Business Translation Services, Inc. As a
result of this transaction, DCI acquired and exercised control over a majority
of the Business Translation Services' shares. Accordingly, for accounting
purposes, the transaction has been treated as recapitalization of Muller, and,
therefore, the financial statements represent a continuation of the accounting
acquirer, Muller, not

Business Translation Services, Inc., the legal acquirer:

i) Muller is deemed to be the purchaser and surviving company for accounting
purposes. Accordingly, its net assets are included in the balance sheet at their
historical book value.

ii) Control of the net assets and business of Business Translation Services was
acquired effective November 12, 2001 (the "Effective Date"). Business
Translation Services, Inc. had no significant operations prior to the
acquisition. At the Effective Date, Business Translation Services, Inc. had net
assets of approximately $80.

                                      17
<PAGE>

(ii) Results of Operations
--------------------------

Effective with the merger as stated above, the Company changed its fiscal year
end to December 31. The figures submitted represent nine months ended December
31, 2001. The Company has generated $4,216,278 in revenues. Cost of goods
("producers' fees) for the revenues generated amount to $2,822,886. Total
operating expenses for the period amounted to $973,754. Income before income
taxes amounted to $344,677, and net income after net income tax expense amounted
to $45,677. Net cash flows for the period decreased by $412,009 and cash and
cash equivalents for the period ending December 31, 2001, amounted to $952,906.

(iii) Liquidity and Capital Resources
-------------------------------------

a) The Company is authorized to issue 20,000,000 shares of $.001 par value
Common Stock, of which 13,175,750 were outstanding at December 31, 2001.

b) The Company is authorized to issue 5,000,000 shares of $.001 par value
Preferred Stock, none of which were outstanding at December 31, 2001.

c) On November 12, 2001, BTS issued 10,000,000 shares of $.001 par value common
stock for all the shares of Muller. Before the transaction, there were 2,200,750
shares of Business Translation Services outstanding. After the transaction, the
ownership of Business Translation Services was as follows:

                                      Shares        Percent
Original shareholders                2,200,750         18%
Former owner of Muller              10,000,000         82%
                                    ----------        ----
                                    12,200,750        100%
                                    ==========        ====

Because the parent of Muller obtained control of Business Translation Services,
the transaction would normally be considered a purchase by Muller. However,
since Business Translation Services is not a business of Muller, the
transaction is accounted for as a recapitalization of Muller and the issuance
of stock by Muller (represented by the outstanding shares of Business
Translation Services) for the assets and liabilities of Business Translation
Services. The value of the net assets is the same as their historical book
value.

d) On November 12, 2001, the Company issued 975,000 shares of $0.001 par value
common stock in consideration for services rendered in connection with the
merger. These shares have been valued at this fair value of $117,550 and
recorded as a cost of the merger and charged to additional paid-in capital.

e) In February, 2002, the Company entered into three consulting agreements for
legal, general corporate and management, strategic planning and marketing
consulting. The Company issued 400,000 shares of its $.001 par common stock in
total for these services.

WARRANTS
--------

As part of the cost of the merger, the Company also issued an aggregate of
2,300,000 common stock purchase warrants, 1,200,000 warrants have an exercise
price of $0.125 and the remaining 1,100,000 warrants have an exercise price of
$0.025. All of the warrants are exercisable through November 12, 2006.

The Company has no material commitments for capital expenditures nor does it
foresee the need for such expenditures over the next year. In addition,
management believes that its current facilities will remain suitable as the main
administrative offices for the next twenty-four (24) months. The Company does
not have any additional facilities, and there are currently no proposed programs
for the renovation, improvement or development of the properties currently being
leased by the Company.

                                      18

<PAGE>

ITEM 7. FINANCIAL STATEMENTS.

                               MULLER MEDIA, INC.
                              FINANCIAL STATEMENTS
                                DECEMBER 31, 2001


                                    CONTENTS


INDEPENDENT AUDITORS' REPORT                                     F-1


BALANCE SHEET                                                    F-2


INCOME STATEMENT                                                 F-3


STATEMENT OF COMPREHENSIVE INCOME                                F-4


STATEMENT OF STOCKHOLDERS' EQUITY                                F-5


STATEMENT OF CASH FLOWS                                          F-6

COMPARISON TO PREVIOUS 9 MONTH LIKE PERIOD                       F-6(a) - F-6(c)

NOTES TO FINANCIAL STATEMENTS                                    F-7-16

                                       19
<PAGE>


                         INDEPENDENT AUDITORS' REPORT


TO THE STOCKHOLDERS AND BOARD OF DIRECTORS
MULLER MEDIA, INC.

We have audited the accompanying balance sheet of MULLER MEDIA, INC. as of
December 31, 2001, and the related statements of income, stockholders' equity
and cash flows for the nine months then ended. 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 audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides 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 MULLER MEDIA, INC. as of
December 31, 2001, and the results of their operations and cash flows for the
nine months then ended, in conformity with accounting principles generally
accepted in the United States of America.

                   MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
                         CERTIFIED PUBLIC ACCOUNTANTS

New York, New York
February 22, 2002


                                     F-1
<PAGE>

                               MULLER MEDIA, INC.
                                  BALANCE SHEET
                                DECEMBER 31, 2001



     ASSETS
Current assets
  Cash and cash equivalents                                         $   952,906
  Accounts receivable, net of allowance for
   doubtful accounts of $52,582                                       1,925,678
  Securities available for sale                                          38,934
  Prepaid expenses                                                       27,723
                                                                    -----------
     Total current assets                                             2,945,241

Property and equipment, less accumulated
  depreciation and amortization of $107,575                               2,038

Accounts receivable, non-current                                        497,621
Deferred charges - payments to producers                                197,681
Deferred tax asset                                                       14,633
Advances to parent company                                              877,259
Goodwill, less accumulated amortization of $290,556                   1,343,880
Deposit                                                                   7,500
                                                                    -----------
   TOTAL ASSETS                                                     $ 5,885,853
                                                                    ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
 Accounts payable and accrued expenses                              $    60,420
 Accrued income taxes                                                   313,633
 Due to producers                                                       192,055
 Deferred revenue, current portion                                    1,521,531
 Convertible note                                                       300,000
                                                                    -----------
   Total current liabilities                                          2,387,639
                                                                    -----------
Deferred revenue, less current portion                                  734,925
  Total liabilities                                                   3,122,564
                                                                    -----------
Commitments and contingencies                                                --

Stockholders' equity
  Preferred stock, $.001 par value; 5,000,000 shares
    authorized, no shares issued and outstanding                             --
  Common stock, $.001 par value; 20,000,000 shares
    authorized; 13,175,750 issued and outstanding                        13,176
  Additional paid-in capital                                          1,804,710
  Retained earnings                                                     955,539
  Unrealized loss on marketable securities
                                                                        (10,136)
                                                                    -----------
    Total stockholders' equity                                        2,763,289
                                                                    -----------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $ 5,885,853
                                                                    ===========

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

                                      F-2
<PAGE>

                               MULLER MEDIA, INC.
                                INCOME STATEMENT
                   FOR THE NINE MONTHS ENDED DECEMBER 31, 2001


Revenue                                                            $  4,216,278

Cost of revenue - producers' fees                                     2,822,886
                                                                   ------------
Net revenue                                                           1,393,392
                                                                   ------------
Operating expenses
  Selling, general and administrative                                   698,137
  Depreciation and amortization                                          61,521
  Bad debt                                                              214,096
                                                                   ------------
    Total operating expenses                                            973,754
                                                                   ------------
Income from operations                                                  419,638

Other income (expenses)
  Interest income                                                       229,067
  Interest expense                                                       (4,028)
  Financing expense                                                    (300,000)
                                                                   ------------
    Total other income (expenses)                                       (74,961)
                                                                   ------------
Income before income taxes                                              344,677
Income tax expense                                                     (299,000)
                                                                   ------------
Net income                                                         $     45,677
                                                                   ============
Net income per common share
  Basic                                                            $         --
                                                                   ============
  Diluted                                                          $         --
                                                                   ============
Weighted average common shares
  Basic                                                              12,374,477
                                                                   ============
  Diluted                                                            14,796,438
                                                                   ============


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


                                      F-3
<PAGE>

                               MULLER MEDIA, INC.
                        STATEMENT OF COMPREHENSIVE INCOME
                   FOR THE NINE MONTHS ENDED DECEMBER 31, 2001




COMPREHENSIVE INCOME
Net income                                                           $   45,677

Net unrealized gain on available for sale securities                        546
                                                                    -----------
Comprehensive income                                                 $   46,223
                                                                     ==========



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


                                      F-4
<PAGE>

                               MULLER MEDIA, INC.
                        STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                         Net
                                                                                     Unrealized
                                                                                         Gain
                           Common Stock              Additional                       (Loss) on          Total
                          --------------               Paid-in         Retained       Marketable      Stockholders'
                       Shares           Amount         Capital         Earnings       Securities         Equity
                     -----------     -----------     -----------      -----------     -----------      -----------
<S>                   <C>                <C>          <C>               <C>             <C>             <C>
Balance at
Apr 1, 2001           10,000,000         $10,000      $1,625,436        $ 909,862       $ (10,682)      $2,534,616

Issuance of
stock upon
merger                 2,200,750           2,201          (2,201)              --              --               --

Issuance of
stock for
services
rendered and
the issuance
of a note
in connection
with the merger          975,000             975            (975)              --              --               --

Cost incurred
in connection
with merger                   --              --        (117,550)              --              --         (117,550)

Beneficial
conversion
feature on
convertible note              --              --         300,000               --              --          300,000

Unrealized
gain on
securities
available
for sale                      --              --              --               --             546              546

Net income                    --              --              --           45,677              --           45,677
                     -----------     -----------     -----------      -----------     -----------      -----------
Balance at
Dec 31, 2001          13,175,750     $    13,176     $ 1,804,710      $   955,539         (10,136)     $ 2,763,289
                     ===========     ===========     ===========      ===========     ===========      ===========
</TABLE>

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


                                      F-5
<PAGE>

                              MULLER MEDIA, INC.
                           STATEMENT OF CASH FLOWS
                 FOR THE NINE MONTHS ENDED DECEMBER 31, 2001



CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                        $    45,677
  Adjustments to reconcile net income to net
   cash provided by operating activities:
    Amortization                                                         61,521
    Bad debt expense                                                     52,582
    Imputed Interest on convertible note                                300,000
  (Increase) decrease in assets:
    Accounts receivable                                               1,746,940
    Prepaid expenses                                                    (27,723)
    Deferred charges                                                    852,319
    Deferred taxes                                                      (14,633)
    Deposits                                                              2,800
  Increase (decrease) in liabilities:
    Accounts payable and accrued expenses                                25,784
    Due to producers                                                    192,055
    Accrued income taxes                                                313,633
    Deferred revenue                                                 (3,494,238)
                                                                    -----------
Net cash provided by operating activities                                56,717
                                                                    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Increase in property and equipment                                     (2,268)
  Advances to affiliated company                                       (648,908)
                                                                    -----------
Net cash used in investing activities                                  (651,176)
                                                                    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of convertible note                                          300,000
  Issuance of common stock                                             (117,550)
                                                                    -----------
Net cash provided by financing activities                               182,450
                                                                    -----------
-NET DECREASE IN CASH                                                  (412,009)

CASH AND CASH EQUIVALENTS - BEGINNING PERIOD                          1,364,915
                                                                    -----------
CASH AND CASH EQUIVALENTS - ENDING PERIOD                           $   952,906
                                                                    ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid during the nine months ended for -
    Interest paid                                                   $        --
                                                                    ===========
   Income taxes paid                                                $        --
                                                                    ===========


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


                                      F-6

<PAGE>

The following financial information is being supplied for comparison to the
like reporting period for the previous year nine months period ending December
30, 2000.  This information has not been reviewed or audited but in the opinion
of management accurately represents the financial condition of Muller media,
inc. for the period indicated.


                               MULLER MEDIA, INC.
                                  BALANCE SHEET
                                DECEMBER 31, 2000


                                     ASSETS

CURRENT ASSETS:
  Cash and equivalents                                                $1,412,334
  Marketable securities                                                   34,912
  Contracts receivable                                                 2,206,012
  Advances to parent                                                     623,951
                                                                      ----------

                                                                       4,277,209

FURNITURE AND EQUIPMENT - net of accumulated depreciation                     --

CONTRACTS RECEIVABLE - non-current                                     2,762,954

SECURITY DEPOSIT                                                          10,300
                                                                      ----------

                                                                      $7,050,463
                                                                      ==========

                          LIABILITIES AND STOCKHOLDER'S
EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                    $    5,081
  Producers' payable                                                   1,535,827
  Income tax credits due to parent                                       600,600
  Deferred revenue                                                            --
                                                                      ----------
                                                                       2,141,508

PRODUCERS' PAYABLE - non-current                                       1,954,688

DEFERRED INCOME TAXES                                                    739,857
                                                                      ----------
                                                                       4,836,053
                                                                      ----------
STOCKHOLDER'S EQUITY
  Capital stock                                                            1,000
  Retained earnings                                                    2,213,410
                                                                      ----------

                                                                       2,214,410
                                                                      ----------

                                                                      $7,050,463
                                                                      ==========

                                      F-6a

<PAGE>

                              MULLER MEDIA, INC.
                   STATEMENT OF INCOME AND RETAINED EARNINGS
                     FOR THE NINE MONTHS DECEMBER 31, 2000


Revenue                                                               $4,443,695
Cost related to revenue - producers' expense                           3,224,875
                                                                      ----------
Net revenue                                                            1,218,820

Selling, general and administrative expenses
 Officer's salaries                                                      249,787
 Other salaries                                                          276,050
 Payroll taxes and fringe benefits                                        59,983
 Travel and entertainment                                                 65,644
 Rent                                                                     37,632
 Office supplies and expenses                                             12,796
 Telephone                                                                 8,915
 Professional fees                                                        16,746
 Selling and promotion                                                    17,886
 Miscellaneous                                                            15,203
 Depreciation                                                              5,307
                                                                      ----------

          Total expenses                                                 765,949
                                                                      ----------

Income before investment income and income taxes                         452,871

Investment income (including discounts earned on
   contracts receivable)                                                 310,059
                                                                      ----------

Income before income taxes                                               762,930

Income taxes                                                             424,000
                                                                      ----------

Net income                                                               338,930

Comprehensive income  - unrealized gain on
  investments (net of taxes)                                                  --

Retained earnings - beginning of period                                1,874,480
                                                                      ----------

Retained earnings - end of period                                     $2,213,410
                                                                      ==========




                                     F-6(b)
<PAGE>

                               MULLER MEDIA, INC.
                             STATEMENT OF CASH FLOWS
                      FOR THE NINE MONTHS DECEMBER 31, 2000




Cash flows from operating activities:
       Net income                                                   $   338,930

       Adjustments to reconcile net income to net cash
        provided by operating activities:
        Depreciation                                                      5,307
       (Increase) decrease in:
        Advance to parent                                              (223,951)
        Contracts receivable                                         (1,783,818)
       Increase (decrease) in:
        Accounts payable                                                (14,700)
        Producers' payable                                            1,700,388
        Income taxes payable                                            119,727
        Deferred revenue                                               (107,216)
        Income tax credits due to parent                                292,000
                                                                    -----------

Net cash provided by operating activities                               326,667

Cash (used in) investing activities
  Increase in market value of investments                                  (273)
                                                                    -----------

Net increase in cash and equivalents                                    326,394

Cash in banks and equivalents - beginning of period                   1,085,940
                                                                    -----------

Cash in banks and equivalents - end of period                       $ 1,412,334
                                                                    ===========

 Supplementary Information:

       Income taxes paid                                            $    20,025
                                                                    ===========

                                    F-6(c)
<PAGE>


                               MULLER MEDIA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                                  ORGANIZATION
                                  ------------

Muller Media, Inc. was originally incorporated on February 1, 1982 in New York
and subsequently, on June 9, 1998, became a wholly owned subsidiary of DCI
Telecommunications, Inc. ("DCI") pursuant to a stock purchase agreement, through
which DCI acquired 100% of the outstanding stock of the Company in exchange for
1,200,000 shares of common stock of DCI.

Pursuant to the Agreement and Plan of Merger by and among Muller Media, Inc.
(the "Company" or "Muller"), Business Translation Services, Inc. (the "Seller"
or "BTS") and DCI Telecommunications, Inc. (the "Purchaser" or "DCI"), dated
November 12, 2001 and the Share Purchase Agreement between the Purchaser and the
Seller dated November 12, 2001, DCI purchased 10,000,000 shares ("Selling
Shares"), of BTS common stock, accounting for 82% of BTS' issued and outstanding
stock after the sale. As part of the cost of the merger, the Company also issued
an aggregate of 2,300,000 common stock purchase warrants, 1,200,000 warrants
have an exercise price of $0.125 and the remaining 1,100,000 warrants have an
exercise price of $0.025. All of the warrants are exercisable through November
12, 2006. Immediately after the execution and delivery of the agreement, DCI
caused Muller to merge with and into BTS. As a result of this transaction, DCI
acquired and exercised control over a majority of the BTS' shares. Accordingly,
for accounting purposes, the transaction has been treated as recapitalization of
Muller, and, therefore, the financial statements represent a continuation of the
accounting acquirer, Muller, not BTS, the legal acquirer:

i) Muller is deemed to be the purchaser and surviving company for accounting
purposes. Accordingly, its net assets are included in the balance sheet at their
historical book value.

ii) Control of the net assets and business of BTS was acquired effective
November 12, 2001 (the "Effective Date"). BTS had no significant operations
prior to the acquisition. At the Effective Date, BTS had net assets of
approximately $80.

Effective with the merger, the Company changed its fiscal year end to
December 31.

                              NATURE OF OPERATIONS
                              --------------------

The Company packages motion pictures and other entertainment events and
distributes them to the television and cable industry.

                                USE OF ESTIMATES
                                ----------------

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


                                      F-7
<PAGE>

                               MULLER MEDIA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                               REVENUE RECOGNITION
                               -------------------

In accordance with SOP 00-2, revenue from the distribution of motion pictures
and other entertainment events is recorded when the material is available for
telecasting by the licensee and when other conditions are met.

License agreements for the telecast of motion pictures and other entertainment
events are routinely entered into in advance of their available date for
telecast. Cash received in connection with such contractual rights for which
revenue is not yet recognizable is classified as deferred revenue. Because
deferred revenue generally relates to contracts for the licensing of motion
pictures and other entertainment events which have already been produced, the
recognition of revenue for such completed products is principally only dependent
upon the commencement of the availability period for telecast under the terms of
the related licensing agreement. The Company has executed license agreements
totaling approximately $2,844,000, whose license periods will begin after
December 31, 2001.

The Company routinely advances participations to producers of motion pictures
and entertainment events. According to SOP 00-2, these costs are charged to
operations over their estimated revenue streams.

                            CASH AND CASH EQUIVALENTS
                            -------------------------

The Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents.

                          CONCENTRATION OF CREDIT RISK
                          ----------------------------

The Company places its cash in what it believes to be credit-worthy financial
institutions. However, cash balances may exceed FDIC insured levels at various
times during the year.

                              CONTRACTS RECEIVABLE
                              --------------------

For financial reporting purposes, the Company utilizes the allowance method of
accounting for doubtful accounts. The Company performs ongoing credit
evaluations of its customers and, if required, maintains an allowance for
potential credit losses. The allowance is based on an experience factor and
review of current contracts receivable. Uncollectible accounts are written off
against the allowance accounts when deemed uncollectible.

                             PROPERTY AND EQUIPMENT
                             ----------------------

Property and equipment are stated at cost. Depreciation is provided for in
amounts sufficient to relate the cost of depreciable assets to operations over
their estimated service lives, primarily on a straight-line basis.



                                      F-8
<PAGE>

                               MULLER MEDIA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                       PROPERTY AND EQUIPMENT (CONTINUED)
                       ----------------------------------

Maintenance and repairs are charged to expense as incurred; additions and
betterments are capitalized. Upon retirement or sale, the cost and related
accumulated depreciation of the disposed assets are removed and any resulting
gain or loss is credited or charged to operations.

                       FAIR VALUE OF FINANCIAL INSTRUMENTS
                       -----------------------------------

The Company's financial instruments consist of cash, accounts receivable,
marketable securities, deferred charges, advances to former parent, accounts
payable, deferred revenue, deferred income taxes and convertible note. The
carrying amounts of cash, accounts receivable, accounts payable, deferred
revenue, deferred income taxes and convertible note approximate fair value due
to the highly liquid nature of these short-term instruments at December 31,
2001.

                                LONG-LIVED ASSETS
                                -----------------

Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the related carrying amount may not be recoverable.
Recovery of assets to be held and used is measured by a comparison of the
carrying amount of the assets to the future net cash flows expected to be
generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets. Assets to be disposed
of are reported at the lower of the carrying amount or fair value less the cost
to sell.

                                    GOODWILL
                                    --------

Goodwill is being amortized to operations over 20 years. Should events or
circumstances occur subsequent to the acquisition of a business which bring into
question the realizable value or impairment of the related goodwill, the Company
will evaluate the remaining useful life and balance of goodwill and make
adjustments, if required. The Company's principal consideration in determining
an impairment includes the strategic benefit to the Company of the particular
assets as measured by undiscounted current and expected future operating income
of that specified groups of assets and expected undiscounted future cash flows.
Should an impairment be identified, a loss would be reported to the extent that
the carrying value of the related goodwill exceeds the fair value of that
goodwill as determined by valuation techniques available in the circumstances.


                                      F-9
<PAGE>

                               MULLER MEDIA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                                 INCOME TAXES
Provisions for income taxes are based on taxes payable or refundable for the
current year and deferred taxes on temporary differences between the amount of
taxable income and pretax financial income and between the tax bases of assets
and liabilities and their reported amounts in the financial statements.
Deferred tax assets and liabilities are included in the financial statements at
currently enacted income tax rates applicable to the period in which the
deferred tax assets and liabilities are expected to be realized or settled as
prescribed by Statement of Financial Accounting Standards ("SFAS") No. 109,
"Accounting for Income Taxes." As changes in tax laws or rates are enacted,
deferred tax assets and liabilities are adjusted through the provision for
income taxes.

                              ADVERTISING COSTS

Advertising costs are charged to operations when incurred and are included in
selling, general and administrative expenses. For the nine months ended
December 31, 2001, advertising cost were immaterial.

                              EARNINGS PER SHARE

SFAS No. 128, "Earnings Per Share" requires presentation of basic earnings per
share ("Basic EPS") and diluted earnings per share ("Diluted EPS").

The computation of basic earnings per share is computed by dividing earnings
available to common stockholders by the weighted average number of outstanding
common shares during the period. Diluted EPS gives effect to all dilutive
potential common shares outstanding during the period.

                       INVESTMENT IN EQUITY SECURITIES

The Company accounts for its investments in equity securities under the
provisions of SFAS No. 115, "Accounting for Certain Investments in Debt and
Equity Securities". This standard provides that available-for-sale investments
in securities that have readily determinable fair values be measured at fair
value in the balance sheet and that unrealized holding gains and losses for
these investments be reported in a separate component of stockholders' equity
until realized.


                                      F-10
<PAGE>

                               MULLER MEDIA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                          NEW ACCOUNTING PRONOUNCEMENTS
                          -----------------------------

In June 2001, SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill
and Other Intangible Assets," were issued. SFAS No. 141 requires that all
business combinations initiated after June 30, 2001 be accounted for using the
purchase method of accounting, and that identifiable intangible assets acquired
in a business combination be recognized as an asset apart from goodwill, if they
meet certain criteria. The impact of the adoption of SFAS No. 141 on our
reported operating results, financial position and existing financial statement
disclosure is not expected to be material.

SFAS No. 142 applies to all goodwill and identified intangible assets acquired
in a business combination. Under the new standard, all goodwill and indefinite-
lived intangible assets, including that acquired before initial application of
the standard, will not be amortized but will be tested for impairment at least
annually. The new standard is effective for fiscal years beginning after
December 15, 2001. Adoption of SFAS No. 142 effective January 1, 2002, will
result in the elimination of approximately $82,000 of annual amortization. The
Company does not expect to recognize any impaired goodwill as of January 1,
2002.

In July 2001, SFAS No. 143, "Accounting for Asset Retirement Obligations," was
issued which requires the recognition of a liability for an asset retirement
obligation in the period in which it is incurred. When the liability is
initially recorded, the carrying amount of the related long-lived asset is
correspondingly increased. Over time, the liability is accreted to its present
value and the related capitalized charge is depreciated over the useful life of
the asset. SFAS No. 143 is effective for fiscal years beginning after June 15,
2002. The impact of the adoption of SFAS No. 143 on the Company's reported
operating results, financial position and existing financial statement
disclosure is not expected to be material.

In August 2001, SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," was issued. This statement addresses the financial
accounting and reporting for the impairment or disposal of long-lived assets and
broadens the definition of what constitutes a discontinued operation and how
results of a discontinued operation are to be measured and presented. The
provisions of SFAS No. 144 are effective for financial statements issued for
fiscal years beginning after December 15, 2001. The impact of the adoption of
SFAS No. 144 on our reported operating results, financial position and existing
financial statement disclosure is not expected to be material.


                                      F-11
<PAGE>

                               MULLER MEDIA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 2 - MARKETABLE SECURITIES


At December 31, 2001, marketable securities classified as available- for-sale
are comprised as follows:

           Common stock
              Market securities, at cost        $      49,070
              Fair value at December 31, 2001          38,934
                                                -------------
              Unrealized loss                   $     (10,136)
                                                =============

NOTE 3 -   ADVANCES TO AFFILIATED COMPANY

Advances to former affiliated company consist of the following:


              Advances                            $ 1,378,216
              Tax credit due to affiliated company   (490,957)
                                                  -----------
                                                  $   887,259
                                                  ===========

NOTE 4 -   PROPERTY AND EQUIPMENT

           Property and equipment consist of the following:

                                                                 December 31,
                                                                      2001
                                                               ---------------
           Furniture, fixtures and equipment                   $      78,722
           Auto                                                       30,891
                                                               -------------
                                                                     109,613
           Less:  accumulated depreciation                           107,575
                                                               -------------
           Fixed assets - net                                  $       2,038
                                                               =============
           Depreciation expense recorded in
            the statement of operations                        $         230
                                                               =============


                                      F-12
<PAGE>

                              MULLER MEDIA, INC.
                        NOTES TO FINANCIAL STATEMENTS
                              DECEMBER 31, 2001


NOTE 5 - GOODWILL

          Goodwill                                               $1,634,436
          Less: Accumulated amortization                            290,556
                                                                 ----------
                                                                 $1,343,880
                                                                 ==========

The goodwill arises from the acquisition of Muller Media, Inc. by DCI, the
former parent company of Muller Media, Inc.

The acquisition was accounted for as a purchase, effective June 9, 1998, upon
the last payment by DCI. Cost in access of net assets acquired was recorded on
Muller's books at $1,634,436 and is being amortized over 20 years.

Amortization expense for the nine months ended December 31, 2001 was $61,291.

NOTE 6 - CONVERTIBLE NOTE

In connection with the merger with and into BTS, the Company issued a $300,000
convertible note for cash proceeds equal to the face amount. The note bears
interest at 10% per year and is payable in three installments with interest,
$75,000 on April 20, 2002, $100,000 on July 31, 2002 and $125,000 on October 31,
2002. The note is convertible, at any time, at the option of the holder. The
conversion price is $0.50 per share, subject to adjustment for stock splits,
stock dividends, recapitalization, etc. If the Company defaults in the payment
of principal or interest when due, and such default is not cured within five
calendar days following notice, then the Company shall issue to the holder,
within five calendar days after demand, two million shares of Common Stock of
the Company and the conversion price will be reduced by 50%.

The holder must convert the payments due April 30, 2002 and July 31, 2002 into
shares of common stock of the Company at the conversion price then in effect
provided the holder has, prior to April 30, 2002, sold shares of the Company's
common stock to net at least $250,000, and provided further that at the date of
such conversion the Company is not in default of any of the terms and conditions
of this Note or of any security agreement or other agreement executed in
connection with the Note. The exercise of any warrants of other convertible
instruments will not of itself contribute in any way to the net $250,000
referenced above, but any subsequent sale of common shares obtained as a result
of such conversion or exercise will be applied towards the $250,000.

The Company has attributed $300,000 to the beneficial conversion feature of the
note and this amount has been reported as financing expense in the income
statement.


                                      F-13
<PAGE>

                               MULLER MEDIA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 7 - DEFINED BENEFIT PLAN

The Company's defined benefit plan was terminated, effective November 30, 2001
and the plan assets were distributed to the participants as of December 31,
2001. There were no contributions due for the 9 months ended December 31, 2001.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

                                OPERATING LEASES
                                ----------------

The Company leases office space and has 2 non-cancelable operating lease that
expire on November 30, 2002 and June 30, 2004, respectively. Minimum future
lease commitments under these leases are as follows:


               Year                    Amount
               1                      $76,510
               2                       72,762
               3                       36,918

                              EMPLOYMENT AGREEMENTS
                              ---------------------

The Company has entered into employment agreements as follows: circle Two five-
year agreements, each providing for an annual salary of $125,000, expiring
November 2006.

circleA three-year agreement, providing for an annual salary of $226,000,
expiring June 2004.

circleA renewable one-year agreement providing for an annual salary of
$200,000.

NOTE 9 - CAPITAL STOCK

a) The Company is authorized to issue 5,000,000 shares of $.001 par value
Preferred Stock, none of which were outstanding at December 31, 2001.


b) On November 12, 2001, BTS issued 10,000,000 shares of $.001 par value common
stock for all the shares of Muller. Before the transaction, there were 2,200,750
shares of BTS outstanding. After the transaction, the ownership of BTS was as
follows:

                                                Shares       Percent
         Original shareholders                2,200,750         18%
         Former owner of Muller              10,000,000         82%
                                             ----------        ----
                                             12,200,750        100%
                                             ==========        ====

                                      F-14
<PAGE>

                               MULLER MEDIA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001

NOTE 9 - CAPITAL STOCK (CONTINUED)

Because the parent of Muller obtained control of BTS, the transaction would
normally be considered a purchase by Muller. However, since BTS is not a
business, the transaction is accounted for as a recapitalization of Muller and
the issuance of stock by Muller (represented by the outstanding shares of BTS)
for the assets and liabilities of BTS. The value of the net assets is the same
as their historical book value.

c) On November 12, 2001, the Company issued 975,000 shares of $0.001 par value
common stock in consideration for services rendered in connection with the
merger. These shares have been valued at this fair value of $117,550 and
recorded as a cost of the merger and charged to additional paid-in capital.

NOTE 10 - WARRANTS

As part of the cost of the merger described in Note 1, the Company also issued
an aggregate of 2,300,000 common stock purchase warrants, 1,200,000 warrants
have an exercise price of $0.125 and the remaining 1,100,000 warrants have an
exercise price of $0.025. All of the warrants are exercisable through November
12, 2006.

NOTE 11 - INTEREST INCOME

Interest income consists of the following:

               Discount earned on contracts receivable       $ 204,533
               Interest income from investments                 24,534
                                                             ---------
                                                             $ 229,067
                                                             =========

NOTE 12 -  INCOME TAXES

The components of the provision for income taxes are as follows at December 31,
2001:

           Current tax expense
              U.S. Federal                         $      193,747
              State and local                             119,886
                                                   --------------
                 Total current                            313,633
                                                   ==============

           Deferred tax expense
              U.S. Federal                                  9,039
              State and local                               5,594
                                                   --------------
                 Total deferred                            14,633
                                                   --------------
           Total tax provision                     $      299,000
                                                   ==============

A reconciliation between the federal statutory tax rate and the effective
income tax rate is as follows:

      Statutory federal income tax rate                    34.0%
      Non-deductible expenses                              41.7
      State and local income taxes, net of federal taxes   10.9
                                                           -----
         Effective income tax rate                         86.6%

                                      F-15
<PAGE>

                               MULLER MEDIA, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2001


NOTE 13 - SUBSEQUENT EVENTS

In February 2002, the Company entered into three consulting agreements for
legal, general corporate and management, strategic planning and marketing
consulting. The Company issued 400,000 shares of its $.001 par common stock in
total for these services.


                                      F-16
<PAGE>

                               MULLER MEDIA, INC.
                          (A Wholly Owned Subsidiary of
                          DCI Telecommunications, Inc.)
                               REPORT ON AUDIT OF
                              FINANCIAL STATEMENTS



                       YEAR ENDED MARCH 31, 2001 AND 2000


CONTENTS

              CONTENTS                                            PAGE
              --------                                            ----


Independent Auditors' Report                                      F-1
Financial Statements:
    Balance sheets                                                F-2
    Statements of Operations                                      F-3
    Statement of Stockholder's Equity                             F-4
    Statements of Cash Flows                                      F-5
    Notes to Financial Statements                                 F-6-9

<PAGE>

FELDMAN SHERB

Certified Public Accountants
805 Third Avenue
New York, NY 10022.

                          INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholder Muller Media, Inc.

We have audited the accompanying balance sheets of Muller Media, Inc (A Wholly
Owned Subsidiary of DCI Telecommunications, Inc.) as of March 31, 2001 and
2000, and the related statements of operations, stockholders' equity and cash
flows for the years ended March 31, 2001 and 2000. 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 audit.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides 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 Muller Media, Inc. as of March
31, 2001 and 2000, and the results of its operations and its cash flows for the
years ended March 31, 2001 and 2000, in conformity with accounting principles
generally accepted in the United States of America.


Feldman Sherb
Certified Public Accountants New York, New York
November 30, 2001

                                     F-1
<PAGE>

                               MULLER MEDIA, INC.
                               ------------------

           (A Wholly Owned Subsidiary of DCI Telecommunications, Inc.)
           -----------------------------------------------------------

                                 BALANCE SHEETS
                                 --------------

                                     ASSETS
                                     ------

                                                           MARCH 31,
                                                  ---------------------------
                                                      2001           2000
                                                  ------------   ------------
CURRENT ASSETS:
   Cash                                           $  1,364,915   $  1,085,940
   Marketable securities                                38,388         34,650
   Accounts receivable                               2,897,685      2,279,210
   Due from parent                                     228,351         15,900
   Prepaid expenses                                  1,050,000              0
                                                  ------------   ------------
      TOTAL CURRENT ASSETS                           5,579,339      3,415,700

FURNITURE AND EQUIPMENT, net                                 0          5,307

ACCOUNTS RECEIVABLE - LONG TERM                      1,325,136        849,310

GOODWILL                                             1,405,171      1,486,891

DEPOSITS                                                10,300         10,300
                                                  ------------   ------------
                                                  $  8,319,946   $  5,767,508
                                                  ============   ============

                      LIABILITIES AND STOCKHOLDER'S EQUITY
                      ------------------------------------

CURRENT LIABILITIES
   Accounts payable and accrued expenses          $     34,636   $    579,521
   Participations payable - current                          0      1,324,693
   Deferred revenue                                  5,750,694        107,216
                                                  ------------   ------------
      TOTAL CURRENT LIABILITIES                      5,785,330      2,011,430

PARTICIPATIONS PAYABLE - LONG TERM                           0        465,434

STOCKHOLDER'S EQUITY:
   Capital stock, no par value; authorized
      100 shares; issued and outstanding
      100 shares                                         1,000          1,000
   Additional paid-in capital                        1,634,436      1,634,436
   Retained earnings                                   899,180      1,655,208
                                                  ------------   ------------
      TOTAL STOCKHOLDER'S EQUITY                     2,534,616      3,290,644
                                                  ------------   ------------
                                                  $  8,319,946   $  5,767,508
                                                  ============   ============


See notes to financial statements

                                     F-2
<PAGE>

                               MULLER MEDIA, INC.
                               ------------------

           (A Wholly Owned Subsidiary of DCI Telecommunications, Inc.)
           -----------------------------------------------------------

                             STATEMENT OF OPERATIONS
                             -----------------------


                                                         For the Year Ended
                                                              March 31,
                                                      -----------------------
                                                         2001         2000
                                                      ----------   ----------
Net sales                                             $1,375,085   $2,742,245

Cost of sales                                          1,005,392    1,649,739
                                                      ----------   ----------

Gross profit                                             369,693    1,092,506

Operating expenses:
  Selling, general and administrative                    347,651      397,228
  Salaries and compensation                              769,701      632,458
  Professional and consulting fees                        20,523       59,000
  Depreciation and amortization                           87,026       90,268
                                                      ----------   ----------
                                                       1,224,901    1,178,954

Net loss from operations                                -855,208      -86,448

Interest income                                          454,241      324,701
                                                      ----------   ----------
Income (loss) before income taxes and
  cumulative effect of change in accounting principle   -400,967      238,253
                                                      ----------   ----------

Benefit (provision) for income taxes                      93,000     -135,000

Cumulative effect of change in accounting principle     -448,061            0
                                                      ----------   ----------

Net income (loss)                                     $ -756,028   $  103,253
                                                      ==========   ==========


                                      F-3
<PAGE>

                               MULLER MEDIA, INC.
                               ------------------

           (A Wholly Owned Subsidiary of DCI Telecommunications, Inc.)
           -----------------------------------------------------------

                  STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
                  --------------------------------------------



                                        Additional                 Total
                               Capital   Paid-In      Retained  Stockholders'
                                Stock    Capital      Earnings     Equity
                               -------- ----------  ----------- -------------
BALANCE AT APRIL 1, 2000       $  1,000  1,634,436  $ 1,551,955 $   3,187,391

   Net income                         0          0      103,253       103,253
                               -------- ----------  ----------- -------------

BALANCE AT MARCH 31, 2000         1,000  1,634,436    1,655,208     3,290,644

   Net loss                           0          0     -756,028      -756,028
                               -------- ----------  ----------- -------------

BALANCE AT MARCH 31, 2001      $  1,000  1,634,436  $   899,180 $   2,534,616
                               ======== ==========  =========== =============

                                      F-4
<PAGE>

                               MULLER MEDIA, INC.
                               ------------------

           (A Wholly Owned Subsidiary of DCI Telecommunications, Inc.)
           -----------------------------------------------------------

                             STATEMENT OF CASH FLOWS
                             -----------------------



                                                         For the Year Ended
                                                              March 31,
                                                      -----------------------
                                                         2001         2000
                                                      ----------   ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) income                                   $ -756,028   $  103,253
                                                      ----------   ----------
  Adjustments to reconcile net income (loss) to
  net cash provided by (used in) operating activities:
    Depreciation and amortization                         87,026       90,268

Changes in operating assets and liabilities:
    Accounts receivable                               -1,094,301      567,170
    Prepaid expenses                                 -1,050,000       58,769
    Due from parent                                     -212,451     -233,778
    Accounts payable                                    -544,884       14,036
    Participations' payable                           -1,790,127     -928,011
    Deferred revenue                                   5,643,478       77,216
                                                      ----------   ----------
        Total adjustments                              1,038,741     -354,330
                                                      ----------   ----------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES      282,713     -251,077
                                                      ----------   ----------

CASH FLOW FROM INVESTING ACTIVITIES
    Marketable securities                                 -3,738        8,140
                                                      ----------   ----------
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES       -3,738        8,140
                                                      ----------   ----------

NET INCREASE (DECREASE) IN CASH                          278,975     -242,937

CASH AT BEGINNING OF YEAR                              1,085,940    1,328,877
                                                      ----------   ----------

CASH AT END OF YEAR                                   $1,364,915   $1,085,940
                                                      ==========   ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:
      Income taxes paid                               $   20,025   $   45,215
                                                      ==========   ==========


                                      F-5
<PAGE>


                               MULLER MEDIA, INC.
                               ------------------

          (A Wholly Owned Subsidiary of DCI Telecommunications, Inc.)

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

                       YEARS ENDED MARCH 31, 2001 AND 2000
                       -----------------------------------


1. ORGANIZATION

Muller Media, Inc. a New York Corporation ("Muller" or the "Company") is a
distributor of syndicated programming and motion pictures to the television and
cable industry. Muller was acquired by DCI Telecommunications, Inc. ("DCI") on
November 26, 1996 in a stock purchase agreement to for 100% of the Company's
outstanding common stock for 1,200,000 shares of DCI common stock. The DCI
stock was valued at $2.50 per share or $3,000,000. Per the agreement Muller
exercised its option to put the stock back to the Company for $3,000,000. The
Company repurchased the shares in March and June 1998. Goodwill of $1,634,436
was recognized in this transaction. Accumulated amortization as of March 31,
2001 was $229,265.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Revenue Recognition - Revenue from the distribution of motion pictures and
other entertainment events is recognized upon commencement of the station's
licensing period. Muller has executed license agreements totaling approximately
$1,283,000 whose license period begins after March 31, 2001. The related
expense is recorded as the revenue is recognized. In addition Muller advances
funds to producers of motion pictures and entertainment events. These advances
are charged to operations by amortizing them over their estimated revenue
streams. Interest income is imputed on revenues earned over periods in excess
of one year.

B. Allowance for Bad debts - The Company writes off all bad debts. Accounts
receivable at March 31, 2001 and 2000 are all deemed collectible.

                                     F-6

<PAGE>

                               MULLER MEDIA, INC.
                               ------------------

           (A Wholly Owned Subsidiary of DCI Telecommunications, Inc.)

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------


C. Furniture and Equipment - Furniture and equipment are carried at cost.
Depreciation is computed using the straight-line method over the estimated
useful lives of the asset which range from 5 to 7 years. The Company has
$107,347 of furniture and equipment as of March 31, 2001 and 2000. Depreciation
expense was $5,306 and $7,723 for the years ended March 31, 2001 and 2000,
respectively. These assets are fully depreciated as of March 31, 2001.

D. Marketable Securities - Investments in marketable securities are categorized
as either trading, available-for-sale or held to maturity. As of March 31, 2001
and 2000 the Company had only available-for-sale securities, which are stated
at fair value, with unrealized gains and losses reported in stockholder's
equity. As of March 31, 2001 and 2000 marketable securities consisted of mutual
funds in the amount of $38,388 and $34,650, respectively.

E. Use of Estimates - The preparation of the financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

F. Income Taxes - Deferred income taxes are determined on the liability method
in accordance with the Statement of Financial Accounting Standards ("SFAS") No.
109, Accounting for Income Taxes. The Company elects to file a consolidated tax
return with its parent.

G. New Accounting Pronouncements - In March 2001 the Company changed its
accounting method for the recording of licensing arrangements with its stations
based on the conditions set forth by Accounting Standards Executive Committee
of the AICPA in SOP 00-2 "Accounting by producers or Distributors of Films".
The Company retroactively applied this adoption effective April 1, 2000. The
effect of the change for year ended March 31, 2001 was to decrease income by
$448,061. The adjustment is included in net loss for year ended March 31, 2001.

In 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin ("SAB") No. 101 "Revenue Recognition in Financial Statements," which
became effective in the fourth quarter of 2000. The adoption of SAB No. 101 did
not have a material effect on the Company's financial statements.

                                     F-7
<PAGE>

                               MULLER MEDIA, INC.
                               ------------------

           (A Wholly Owned Subsidiary of DCI Telecommunications, Inc.)

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------


In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, Business Combinations, and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December 15, 2001. Under the new rules, goodwill and intangible assets deemed to
have indefinite lives will no longer be amortized but will be subject to annual
impairment tests in accordance with the Statements. Other intangible assets will
continue to be amortized over their useful lives. The Company will apply the new
rules on accounting for goodwill and other intangible assets beginning in the
first quarter of 2002. Application of the non-amortization provisions of the
Statement is not expected to have a material effect on the Company's financial
position or operations.

H. Fair Value of Financial Instruments - The respective carrying value of
certain on-balance-sheet financial instruments approximated their fair values.
Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management. These financial instruments
include cash, accounts receivable, accounts payable and accrued expenses. Fair
values were assumed to approximate carrying values for these financial
instruments since they are short term in nature and their carrying amounts
approximate fair values or they are receivable or payable on demand. The fair
value of the Company's long-term debt, which approximates its carrying value, is
estimated based upon the quoted market prices for the same or similar debt
instruments or on the current rates offered to the Company for debt of the same
remaining maturities.

I. Deferred Revenue - Deferred revenue consists of motion picture license fees
from executed license arrangements. These fees will be recognized as revenue in
future periods when certain conditions are met.

J. Asset Impairment - The Company evaluates the recoverability and carrying
value of its long-lived assets at each balance sheet date, based on guidance in
SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-
lived Assets to Be disposed Of. Among other factors considered in such
evaluation is the historical and projected operating performance of business
operations, the operating environment and business strategy, competitive
information and market trends. The Company did not recognized any charges of
during the year ending March 31, 2001 and 2000, respectively for asset
impairment.

                                     F-8
<PAGE>

                               MULLER MEDIA, INC.
                               ------------------

          (A Wholly Owned Subsidiary of DCI Telecommunications, Inc.)

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

3. INCOME TAXES

The Company elects to file a consolidated tax return with its parent. Taxes
have been provided as if the Company files a separate tax return.

4. COMMITMENTS

                                     LEASES

Muller leases office space and had a non-cancelable operating lease that expired
in June 1999. In May, 1999 the Company exercised an option to renew this lease
for an additional two years at an increased annual rent of 10% per annum. The
annual rent under this lease is $49,500. In addition the lease has an escalation
clause relating to real estate taxes. Future minimum rental commitments due on
non-cancelable leases is $9,900 through December 31, 2001.

During the year ended March 31, 2001 and 2000 rent expense was $50,007 and
$55,863, respectively.

                              EMPLOYMENT AGREEMENTS

Muller has employment agreements with certain officers that requires Muller to
pay minimum compensation of approximately $550,000 per year. These contracts
expire in June 2002 with a one year extension at the employee's option.

                                     F-9

<PAGE>


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


The Company filed a Current Report dated March 14, 2002 on Form 8-K containing
information pursuant to Item 4 ("Changes in Accountants") entitled "Changes in
Registrant's Certifying Account."

There were no disagreements between the Company and its former CPA, G. Brad
Beckstead on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
the satisfaction of G. Brad Beckstead, would have caused them to make reference
to the subject matter of the disagreement in connection with its report.

On March 18, 2002 the Registrant engaged Merdinger, Fruchter, Rosen & Corso,
P.C. as its principal accountant to audit the Registrant's financial statements
as successor to G. Brad Beckstead. During the Registrant's two most recent
fiscal years or subsequent interim period, the Registrant has not consulted
Merdinger, Fruchter, Rosen & Corso, P.C. regarding the application of accounting
principles to a specific transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Registrant's financial
statements, nor did Merdinger, Fruchter, Rosen & Corso, P.C. provide advice to
the Registrant, either written or oral, that was an important factor considered
by the Registrant in reaching a decision as to the accounting, auditing or
financial reporting issue. Further, during the Registrant's two most recent
fiscal years or subsequent interim period, the Registrant has not consulted
Merdinger, Fruchter, Rosen & Corso, P.C. on any matter that was the subject of a
disagreement or a reportable event.

                                       20
<PAGE>

                                    PART III

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


The following table sets forth the current officers and directors of Muller
Media, Inc.:


Name                  Age    Position(s) with the Company
----                  ---    ----------------------------
John J Adams           62    Chairman, Chief Executive Officer and
                             Director

Robert Muller          62    Vice Chairman

Daniel Mulholland      59    President, Chief Operating Officer

Clifford Postelnik     57    Vice President, General Counsel, Secretary and
                             Director

Robert Resker          63    Director

John J Adams and Clifford Postelnik were officers of the Muller Media Inc that
merged with Business Translation Services Inc. In addition, John J Adams and
Clifford Postelnik were officers and directors of DCI Telecommunications, under
which The Plan of Merger and Conversion was effectuated. Under the Share
Purchase Agreement of November 12, 2001 which governs the transaction between
DCI Telecommunications Inc. and Business Translation Services Inc. Mr. Adams and
Mr. Postelnik together with Robert Resker were appointed to the Board of
Directors of Business Translation Services, Inc. to replace the former Directors
who resigned. On November 12, 2001, namely, Kelly Johnson and John Cavanaugh
resigned from the Board of Directors.

Officers are elected by the board of directors and hold office until their
successors are chosen and qualified, until their death or until they resign or
have been removed from office. All corporate officers serve at the discretion of
the board of directors. There are no family relationships between any director
or executive officer and any other director or executive officer of Muller
Media, Inc.

                                      21
<PAGE>


BACKGROUNDS OF COMPANY DIRECTORS AND EXECUTIVE OFFICERS

JOHN J. ADAMS, CHAIRMAN OF THE BOARD AND CEO
--------------------------------------------

John J Adams was elected to serve on the board of directors and has served as
our Chairman & Chief Executive Officer since November 12, 2001. Prior to joining
us, Mr. Adams was the Chairman and CEO of DCI Telecommunications, Inc. From 1999
to 2001 Mr. Adams served as President and CEO of DCI; from 1996 to 1999, Mr.
Adams was the Vice President and Chief Marketing Officer of DCI, an
international telecommunications company. From 1993 through 1995, Mr. Adams was
the President of Validation Services, Inc. and Vice-president of Marketing for
R&D Scientific Corporation. Prior experience included the Presidency of Prevent
Chemicals and various sales and marketing management positions in the medical
manufacturing and distribution field. Mr. Adams also had early career experience
in the film production and distribution industry

ROBERT B. MULLER, VICE-CHAIRMAN
-------------------------------

Robert B. Muller, is currently Vice-Chairman and had served as President/CEO of
Muller Media Inc., since its inception in January 1982, through June 2001.

In 1970, Mr. Muller was instrumental in starting a new television distribution
company, Gold Key Entertainment, Inc., at the time, a division of Vidtronics,
Co., a wholly owned subsidiary of Technicolor, Inc. (subsequently merged with
Four Star Entertainment). Starting out as their National Sales Manager, Mr.
Muller worked his way up to Vice President and then to President of the
organization, where he remained until starting Muller media in 1982.

He started in the television industry back in 1967 as Regional Sales Manager for
Commonwealth United Corporation; at that time, a large theatrical and television
production/distribution company.

DANIEL E. MULHOLLAND, PRESIDENT AND CHIEF OPERATING OFFICER
-----------------------------------------------------------

Daniel E. Mulholland, assumed the Presidency and became Chief Operating Officer
in June 2001. He was previously Executive Vice President of Muller Media, Inc.,
since 1984 and has over 25 years experience in the syndication, broadcasting and
advertising industry. He joined Muller Media, Inc. (MMI) in 1984. Previously he
had been President of the Delta Television Group. DTG specialized in the
syndication and distribution of feature films and programs to all media
worldwide. DTG was also involved in numerous co-ventures with such firms as New
York Times Syndication, Silverbach-Lazarus, NCM Entertainment, Limehouse Studios
(London) and Alpine Pictures (London).


                                       22

<PAGE>


Mr. Mulholland As a partner in American Television Syndication (1980-1983), was
responsible for the production and worldwide distribution of such television
series as "An Evening at the Improv," "Lorne Greene's New Wilderness," "The Ed
Allen Exercise Show," "The Grand Prix All Star Show," and "Hollywood Teen".

Prior to 1980, Mr. Mulholland's experience included three years with Gold Key
Entertainment as Account Executive and National Sales Manager. From 1976-1977 he
was with WPIX-TV, New York, as Account Executive with major agency and local
advertising sales responsibilities. Mr. Mulholland spent 1968-1976 with John
Blair & Co., New York (leading television station representative), as Sales
Manager and Account Executive. He also was a Senior Media Buyer and Planner for
Ted Bates & Co., New York from 1966-1968.

CLIFFORD S. POSTELNIK, VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
--------------------------------------------------------------------

Clifford S. Postelnik has served as our Vice President, General Counsel and
Secretary since November 12, 2001 and was elected to serve on the board of
directors. Prior to joining us, Mr. Postelnik was the Managing Director of
European Operations for Fone.com. From 1997 until 1999, when he joined Fone.com,
Mr. Postelnik was the vice president of sales of Edge Communications, Inc., a
prepaid phone card issuer. From 1995 until 1997, Mr. Postelnik was a vice
president of Accent Communications, Inc., a long distance reseller. Prior to
joining Accent, Mr. Postelnik had a 30-year career in bilateral carrier contract
negotiations and marketing to the tour and travel industry, airlines and hotels
in Europe, Africa and the Far East.

ROBERT RESKER, DIRECTOR
-----------------------

Robert Resker has served as a director since November 12, 2001. Mr Resker is
presently and has been the sole proprietor of VKR Services an electronic
manufacturers representative firm since 1975. Mr.Resker served as Principal and
President of K&R Engineering Sales Corp. from 1973 until 1999. Mr Resker has
also been active as an elected public official both in Mt. Olive and Allamuchy
Townships, NJ.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and persons who beneficially own more than ten percent of a
registered class of our equity securities (referred to as "reporting persons"),
to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of common stock and other
Business Translation Services, Inc. equity securities. Reporting persons are
required by Commission regulations to furnish us with copies of all Section
16(a) forms they file.

                                      23
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.

COMPENSATION OF EXECUTIVE OFFICERS:

                           Summary Compensation Table
                                                                    Long-Term
                                                                   Compensation
                                                                      Awards
                               Annual Compensation       Other      Securities
                                 As of 12/31/01          Annual     Underlying
Name and Principal Position      Salary($) Bonus($)    Comp.($)     Options(#)
---------------------------     --------- --------    --------      ----------
John J. Adams
Chairman of the Board
and CEO                          125,000     None        None        None

Robert B. Muller
Vice-Chairman                    200,000     None        None        None

Daniel E. Mulholland
President
Chief Operating Officer          226,000     None        None        None

Clifford S. Postelnik
Vice President
General Counsel
Secretary                        125,000     None        None        None

Robert Resker
Director                          None       None        None        None


Compensation of Directors

Employment Contracts and Termination of Employment and Change-in-Control
Arrangements. (See Exhibits 10.1, 10.2, 10.3, and 10.4 entitled "Employment
Agreements.")

When we completed the Plan of Merger and Conversion with Muller Media Inc., on
November 12, 2001, John J Adams became the Chairman and Chief executive Officer
of Business Translation Services Inc, which subsequently changed its Name to
Muller Media, Inc. Mr. Adam's has a five year evergreen employment agreement
whereupon he would be paid an annual salary of $125,000. (See Exhibit 10.1
"Employment Agreement.")

In addition, Clifford S Postelnik upon completion of the Plan of Merger and
Conversion became Vice President , General Counsel and Secretary of Business
Translation Inc. Mr Postelnik has a five year evergreen employment agreement
whereupon he would be paid an annual salary of $125,000. (See Exhibit 10.2
"Employment Agreement.")

                                      24
<PAGE>

Mr. Muller has an existing employment agreement renewable on a year to year
basis to be paid an annual salary of $200,000.

Mr. Mulholland also has an existing employment agreement for a three year period
beginning June 9, 2001 to be paid an annual salary of $226,000. ((See Exhibit
10.3 "Employment Agreement.")

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information concerning stock ownership of (i)
each director, (ii) each executive officer, (iii) the directors and officers of
the Company as a group, (iv) and each person known by the Company to own
beneficially more than five percent (5%) of the Common Stock.

                                                                    Percent of
                                             Number of             Outstanding
                                              Common       Right     Shares of
Name(1)                      Position     Shares Owned  to Acquire     Class
-------                      --------     ------------  ----------  ----------
John J. Adams(1)            Chairman/CEO   See note below
Robert B. Muller(2)         Vice Chairman            0     None          0.0%
Daniel E. Mulholland(3)     Pres./COO                0     None          0.0%
Clifford S. Postelnik(4)    VP/General
                            Counsel/Sec.   See note below
Robert Resker(5)            Director                 0     None          0.0%
DCI Tele-
   communications, Inc.(6)  Shareholder     10,000,000    See note (9)  75.9%
Virtual Funds, Inc.(7)      Shareholder      2,027,000    1,200,000(10) 15.4%
Equity Securities(8)        Shareholder        700,000    1,100,000      5.3%
-------------------------   -----------     ----------    ---------    ------

All officers and directors as a group (5 persons)

(1)  John J. Adams, 11 East 47th Street, Third Floor, New York, New York 10017.
     Mr. Adams owns 250,000 shares of common stock of DCI Telecommunications,
     which now owns 10,000,000 shares of Muller's common stock.

(2)  Robert B. Muller, 11 East 47th Street, Third Floor, New York, New York
     10017.

(3)  Daniel E. Mulholland, 11 East 47th Street, Third Floor, New York, New York
     10017.

(4)  Clifford S. Postelnik, 11 East 47th Street, Third Floor, New York, New York
     10017. Mr. Postelnik owns 200,000 shares of common stock of DCI which now
     owns 10,000,000 shares of Muller's common stock.

                                      25
<PAGE>

(5)  Robert Resker, 11 East 47th Street, Third Floor, New York, New York 10017.

(6)  The address of DCI Telecommunications, Inc. is 488 Schooley's Mountain
     Road, New Jersey 07840.

(7)  The address of the Virtual Funds Inc., is 6462 City West Parkway, Suite
     175, Eden Prairie, Minnesota 55344.

(8)  The address for Equity Securities Investments, Inc. is Golden Hills Office
     Center, 701 Xenia Avenue South, Suite 100, Golden Valley, MN 55416

(9)  On November 12, 2001, DCI Telecommunication purchased 10,000,000 shares of
     Business Translation Services common stock, accounting for 82% of Business
     Translation Services' issued and outstanding stock after the sale. As part
     of the cost of the merger, the Company also issued an aggregate of
     2,300,000 common stock purchase warrants, 1,200,000 warrants have an
     exercise price of $0.125 and the remaining 1,100,000 warrants have an
     exercise price of $0.025. All of the warrants are exercisable through
     November 12, 2006.

(10) On November 12, 2001, the Virtual Fund acquired beneficial ownership of
     2,075,000 additional shares of the Issuer's common stock in a privately
     negotiated transaction as follows: Virtual Fund made a $300,000 loan to the
     Issuer pursuant to a Convertible Promissory Note. At the initial conversion
     price of $0.50 per share, the Note is convertible into 600,000 shares of
     Common Stock. In connection with this loan, the Virtual Fund received an
     additional 275,000 shares of Common Stock and a warrant to purchase
     1,200,000 shares of Common Stock at a price per share of $0.125. Therefore,
     Virtual Fund beneficially owns 3,827,000 shares of Common Stock of the
     Issuer, constituting approximately 25.6% of the outstanding Common Stock of
     the Issuer, based on 13,175,750 shares outstanding after completion of the
     transactions. The shares beneficially owned by the Reporting Person include
     (i) 2,027,000 shares that are currently outstanding, (ii) 600,000 shares
     that could be acquired by Virtual Fund upon conversion of a promissory
     note, and (iii) 1,200,000 shares that could be acquired by the Reporting
     Person upon exercise of common stock purchase warrants.

B. Persons Sharing Ownership of Control of Shares

No person other than DCI Telecommunications, Inc., Virtual Funds Inc. and
Equity Securities Investments, Inc. own or shares the power to vote five
percent (5%) or more of the Company's securities.

C. Non-voting Securities and Principal Holders Thereof

The Company has not issued any non-voting securities.

E. Parents of Issuer

Under the definition of parent, as including any person or business entity who
controls substantially all (more than 80%) of the issuers of common stock, the
Company has no parents.

                                      26
<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

John J Adams, our Chief Executive Officer, Chairman and director, was formerly
a director of Muller Media Inc., and the Chairman and Chief executive Officer
of DCI, from whom we merged with Muller Media Inc.. Mr. Adams owns 250,000
shares of common stock of DCI, which now owns 10,000,000 shares of Muller's
common stock.


Clifford S. Postelnik, our Secretary and General Counsel was formerly a
Director of Muller Media Inc. prior to the merger as well as Secretary and
General Counsel of DCI Telecommunications, Inc. Mr. Postelnik owns 200,000
shares of common stock of DCI which now owns 10,000,000 common shares of
Muller's capital stock.


As consideration for the merger of Muller Media, Inc., we issued 10,000,000
shares of our common stock to DCI, the former parent of Muller Media Inc.
Consequently, DCI now owns approximately 80.2% of our outstanding shares of
common stock. We also assumed certain liabilities of DCI in the Merger of
Muller Media Inc.


The Company has no official policy regarding material transactions between its
directors and officers. The Company generally seeks to have any such
transaction approved or ratified by a majority of our directors who lack a
personal interest in the matter. Since the Company has only three directors,
that approval or ratification is not always available.

                                      27
<PAGE>

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

(a) EXHIBITS.

The following documents are included or incorporated by reference as exhibits
to this report:

EXHIBIT
  NO.                        DOCUMENT DESCRIPTION
-------  ----------------------------------------------------------------------

(3)      ARTICLES OF INCORPORATION AND BY-LAWS

3.1      Articles of Incorporation of the Company filed July 1, 1999 (1)

3.2      Certificate of Amendment to Articles of Incorporation filed July 26,
         1999 (1)

3.3      By-Laws of the Company adopted July 28, 1999 (1)

(4)      INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS

4.1      Sample of Stock Certificate (1)

(10)     Material Contracts

10.1     Employment Agreement with John J. Adams (2)

10.2     Employment Agreement with Clifford S. Postelnik (2)

10.3     Employment Agreement with Daniel Mulholland (2)

10.4     Employment Agreement with Robert Muller (2)

(23)     CONSENT OF EXPERTS AND COUNSEL

23.1     Letter of Consent from G. Brad Beckstead, CPA (1)

(27)     FINANCIAL DATA SCHEDULE

27.1     Financial Data Schedule (1)

----------------

(1)  Previously filed as an exhibit to our registration statement on Form 10-SB
     (the "Registration Statement"), which was filed on June 19, 2000, and
     incorporated herein by reference.

(2)  Previiously Filed.

                                      28
<PAGE>

(b) REPORTS ON FORM 8-K

The Company filed a Current Report dated October 30, 2001, pursuant to Item 1
("Change in Control of Registrant") and Item 5 ("Other Materially Important
Events"), entitled "Change in Corporate address."

The Company filed a Current Report dated November 12, 2001, pursuant to Item 1
("Change in Control of Registrant") and Item 5 ("Other Materially Important
Events"), entitled "Change in Corporate Directors."

The Company filed a Current Report dated November 12, 2001, pursuant to Item 5
("Other Materially Important Events"), and Item 7 ("Exhibits") entitled
Agreement and Plan of Merger."

The Company filed a Current Report dated March 14, 2002, pursuant to Item 4
("Changes in Accountants") entitled "Changes in Registrant's Certifying Account"
and pursuant to Item 7 ("Exhibits") entitled "Letter regarding Change in
Certifying Accountant." See Item 8 above, entitled, "Changes in and
Disagreements with Accountants on Accounting."

                                      29
<PAGE>


                                   SIGNATURES

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


Date:  April 5, 2002                 Muller Media, Inc.

                                     /s/ John J. Adams
                                     ---------------------
                                     Chairman of the Board
                                     CEO and Director


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


Date:  April 5, 2002                 Muller Media, Inc.

                                     /s/ Clifford Postelnik
                                     -------------------------------
                                     Vice President, General Counsel,
                                     Secretary and Director

                                       30