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Detour Media Group Inc – ‘10QSB’ for 3/31/02

On: Thursday, 6/13/02, at 12:45pm ET · For: 3/31/02 · Accession #: 1013596-2-59 · File #: 0-25388

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/13/02  Detour Media Group Inc            10QSB       3/31/02    1:26K                                    Telsey Andrew I PC/FA

Quarterly Report — Small Business — Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       Form 10-Qsb for Quarter Ended March 31, 2002          14     48K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Changes in Securities Defaults Upon Senior Securities - None Detour Media Group, Inc Exhibits and Reports on Form 8-K Financial Statements Legal Proceedings Liquidity and Capital Resources Management's Discussion and Analysis of Financial Condition and Results of Operations OTHER INFORMATION - None Submission of Matters to A Vote of Security Holders
1	1st Page - Filing Submission
"	Detour Media Group, Inc
2	Item 1. Financial Statements
"	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
4	Liquidity and Capital Resources
6	Item 1. Legal Proceedings
7	Item 2. Changes in Securities
8	Item 3. Defaults Upon Senior Securities - None
"	Item 4. Submission of Matters to A Vote of Security Holders
"	Item 5. OTHER INFORMATION - None
"	Item 6. Exhibits and Reports on Form 8-K

10QSB 1st Page of 14 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 FORM 10-QSB

Quarterly Report Under
 the Securities Exchange Act of 1934

 For Quarter Ended: March 31, 2002

 Commission File Number: 0-25388

DETOUR MEDIA GROUP, INC.
 (Exact name of small business issuer as specified in its charter)

Colorado
(State or other jurisdiction of incorporation or organization)

84-1156459
 (IRS Employer Identification No.)

 10008 National Blvd. #345
 Los Angeles, California 90034
 -----------------------------
 (Address of registrant's executive offices)

 90034
(Zip Code)

(323) 469-9444
 (Issuer's Telephone Number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the 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 ____.                                                                  

The number of shares of the  registrant's  only class of common stock issued and
outstanding, as of June 13, 2002, was 42,242,965 shares.                        

10QSB 2nd Page of 14 TOC 1st Previous Next ↓Bottom Just 2nd
PART I

ITEM 1. FINANCIAL STATEMENTS.                                                   

     Our unaudited  financial  statements for the three month period ended March
31, 2002, are attached hereto.                                                  

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

     The following  discussion  should be read in  conjunction  with our audited
financial  statements and notes thereto included herein. In connection with, and
because we desire to take  advantage  of, the "safe  harbor"  provisions  of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange  Commission.  Forward looking
statements are statements not based on historical  information  and which relate
to future  operations,  strategies,  financial  results  or other  developments.
Forward looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ  materially from those expressed in any forward looking
statements made by, or our behalf.  We disclaim any obligation to update forward
looking statements.                                                             

     The  following  information  is intended to highlight  developments  in our
operations,  to present the results of our  operations,  to identify  key trends
affecting our business and to identify  other  factors  affecting our results of
operations for the three month periods ended March 31, 2002 and 2001.           

OVERVIEW                                                                        

     We have  historically  been  engaged in  publishing  of a monthly  magazine
entitled Detour, which included advertisements and articles relating to fashion,
contemporary music and entertainment and social issues. Management describes the
magazine as an "urban, avant-garde" publication. We derived approximately 80% of
our revenues from advertising, with the balance from circulation. We maintain an
office in Los Angeles.                                                          

     Our Magazine has normally been published monthly, with the exception of the
issues for December/January  and June/July,  for which one double issue has been
published. However, due to our                                                  

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10QSB 3rd Page of 14 TOC 1st Previous Next ↓Bottom Just 3rd
impaired financial  condition,  we published only one issue during each calendar
quarter  during 2001,  with the last issue  published in October  2001.  We have
conducted no business  operations  during the three month period ended March 31,
2002. As of the date of this Report,  we plan to again  commence  publishing our
Magazine  beginning  in the  Spring of 2003,  provided  that we have  sufficient
working  capital to fund future  publications.  There are no assurances  that we
will have sufficient  capital  available to being publishing our Magazine in the
future. See "Liquidity and Capital Resources" below.                            

     The  following  information  is intended to highlight  developments  in our
operations  to  present  our  results  of  operations,  to  identify  key trends
affecting our business and to identify  other  factors  affecting our results of
operations for the three month periods ended March 31, 2002 and 2001.           

RESULTS OF OPERATIONS                                                           

     Comparison of Results of Operations for the Three Month Periods Ended March
31, 2002 and 2001                                                               

     During the three  month  period  ended  March 31,  2002,  we  generated  no
revenues as a result of our ceasing publication of our Magazine. During the same
period in 2001, we generated revenues of $399,569.                              

     In the three month  period  ended March 31,  2002,  we incurred no costs of
sales, also as a result of our ceasing  publication as described above. Our cost
of sales during the three month period ended March 31, 2001, was $237,316.      

     Selling,  general and  administrative  expenses were $306,766 for the three
months  ended March 31,  2002,  compared to $528,644  for the similar  period in
2001, a decrease of $221,878  (42%).  Relevant  expenses  during the three month
period ended March 31, 2002 included  consulting and professional fees, salaries
and rent. We have eliminated a significant number of our employees, keeping only
a skeleton staff in order to allow us to supplement our fund raising  activities
described below under "Liquidity and Capital Resources."                        

     Interest  expense  decreased  from $194,500 in the three months ended March
31,  2001,  to $166,475 for the three months ended March 31, 2002, a decrease of
$28,025 (14%) as a result of certain  outstanding  liabilities  being paid down.
See "Liquidity and Capital  Resources"  below.  As a result,  we generated a net
loss of $(484,738)  for the three month period ended March 31, 2002,  ($0.01 per
share)  compared to a net loss of  $(710,891)  for the three month  period ended
March 31, 2001 ($.03 per share).                                                

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LIQUIDITY AND CAPITAL RESOURCES                                                 

     At March 31, 2002,  we had $9,942 in cash.  Accounts  receivable  decreased
from 92,778 at March 31,  2001,  to $26,957 for the  similar  period in 2002,  a
decrease of $65,821 (71%),  which decrease is  attributable  to the fact that we
have not published our Magazine since October 2001.                             

We have numerous outstanding notes payable, including the following:  

     In August 1998, we obtained a loan in the principal amount of $550,000 from
IBF Special Purpose Corporation II to be used for general working capital.  This
loan  currently  bears interest at the default rate of 28% per annum and was due
December 19,  1998,  including a one-time  extension  fee paid to this lender of
$5,500.  The loan provides for an exit fee equal to 3% of the original principal
amount of the loan  ($16,500)  and is secured by 1,000,000  shares of our common
stock, which were provided by 7 shareholders,  including Mr. Stein, who tendered
190,000 shares as part of the security. Mr. Stein has also personally guaranteed
this obligation.  In December 1998, we repaid $27,500 of the principal  balance.
We have also paid all interest which had accrued through June 30, 2000. In April
2001, we tendered a payment of $173,760 on this  obligation,  applied to accrued
interest and late fees, and entered into a Forbearance Agreement which provides,
among other things, for us to pay this lender $25,000 per month applicable first
to interest and then to principal  until the entire  balance is paid in full. In
September and October,  2001,  shares of our common stock being held as security
were sold for an aggregate  principal  reduction in the amount of $46,089.  Upon
payment in full of this loan,  the lender  will  return the balance of the stock
provided as security.  Interest  continues to accrue at the default  rate. As of
the date of this Report, Mr. Stein has loaned us the monthly $25,000 payment due
under  the  Forbearance  Agreement  and we are  current  under the terms of said
Agreement. At March 31, 2002,the principal balance due this lender was $429,079.

     In December 1999, we obtained a $200,000 loan from  Sigmapath  Corporation,
an unaffiliated  entity, which loan accrued interest at the rate of 6% per annum
and became due on March 8, 2000. We paid $100,000 on this obligation. The lender
did file an action  against us to collect all  balances  due and a judgment  was
entered against us in May 2002. See "Part II, Item 1, Legal Proceedings" below. 

     At March 31,  2002,  we had eight other  notes  payable,  in the  aggregate
principal amount of $727,090,  bearing interest at rates ranging from 10% to 14%
per annum,  all of which  require a monthly or  quarterly  payment of  principal
and/or interest. These notes are due on demand or past due.                     

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     During the periods  ended June 30, 2000 and March 31,  2001,  we borrowed a
total of $1,300,000 in 10% Convertible  Debentures  from five  creditors.  Among
other  terms,  the  debentures  may be converted at any time during a three year
term at a conversion  price equal to the lesser of $.90 per share, or 80% of the
average  three  lowest  closing bid prices of our common stock during the 22 day
trading period prior to conversion.  In June, July and December, 2001 a total of
$125,000 of principal and $13,872 in accrued  interest was  converted,  with the
resulting  issuance of 3,399,861  shares of our common stock. At March 31, 2002,
$1,175,000 of principal remained outstanding.                                   

     In December 2000, we borrowed  $160,000 in 6% Convertible  Debentures  from
eight entities.  Among other terms,  the debentures may be converted at any time
during a five year term at a conversion price equal to the lesser of 120% of the
closing bid price or 80% of the average  three lowest  closing bid prices of our
common stock during the 22 day trading period prior to  conversion.  In December
2001, $15,600 of principal was converted, with the resulting issuance of 991,533
shares of our common stock.  In January and February 2002,  $60,000 in principal
and $1,300 in accrued interest was converted into 4,222,470 shares of our common
stock. At March 31, 2002, $84,400 of principal remained outstanding.            

     Advances  from  stockholder  represent  advances  made  by Mr.  Stein,  our
majority  stockholder for working capital  purposes.  At September 30, 2000, the
advances  bore  interest  at 8% per annum and were  payable on demand.  In March
2000, our majority  stockholder  agreed to reduce the annual interest rate to 8%
from 12%,  effective January 1, 2000, and modify the repayment terms.  Under the
new  repayment   terms,   the  advances  are  repayable  in  monthly   principal
installments  of  $24,000  commencing  January  1,  2001.  We did not  make  the
principal  payments in 2001 and 2000.  However,  we must use at least 25% of the
net proceeds of any financing received by us to repay the advances. Further, all
of the  advances  are due and  payable in full at such time as we have  received
equity  financing of at least $10  million.  At March 31,  2002,  $2,835,729  of
principal was outstanding and classified as short-term. Accrued interest payable
to the majority  stockholder  at March 31, 2002,  totaled  $1,217,567.  Interest
expense on the  advances  was $85,695 for the three month period ended March 31,
2002.                                                                           

     We are in  default  in most of these  obligations  and some  have  demanded
repayment of the outstanding principal and interest. Our management has been and
is currently  negotiating  with each of these  creditors to extend the repayment
terms until such time as our  business  plan is  capitalized  and the  financial
reorganization  plan can be implemented,  which may include some  forgiveness of
debt and/or issuance of our common stock to these creditors. If we are unable to
renegotiate  the  repayment  terms of these notes  payable,  the impact could be
severe.                                                                         

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     During the period  October 1, 2001, to December 31, 2001,  we borrowed,  in
the  aggregate,  $252,000  from 1970 Asset  Management  Corp.,  an  unaffiliated
entity,  which loan bears  interest at the rate of 10% per annum.  Principal and
accrued  interest on this Note is payable in full on or before June 30, 2002. It
is doubtful that we will be able to repay this  obligation  in a timely  manner,
and the lender has been advised of the same. No other arrangements relating to a
prospective  default have been discussed as of the date of this Report.  Between
January 1, 2002 and March 31, 2002, we received $218,500 in additional  advances
from Ed  Stein,  our  President  and  Chairman.  In  addition,  we  borrowed  an
additional  $136,600 from 1970 Asset  Management Corp. These funds were utilized
to pay  certain  obligations  necessary  to allow us to  continue  to  remain in
business.  These loans accrue  interest at the rate of 11% per annum and are due
upon demand.                                                                    

     Our  viability  as a  company  is  dependent  upon  our  ability  to  raise
additional  capital to continue as a going concern.  We are in discussions  with
investment  bankers and others to provide or assist in providing this financing.
However, we do not have any written commitments for any of this financing and no
assurances  can be provided that we will obtain any  additional  financing.  The
failure to infuse additional capital into our Company will affect our ability to
implement our new business plan. These issues raise  substantial doubt about our
ability to continue as a going concern.                                         

TRENDS                                                                          

     In order to implement our business  strategy  described  herein, we need to
raise   approximately  $6.5  million  of  capital.  In  the  event  all  current
discussions  toward  that  endeavor  terminate,  we will  have to  enter a joint
publishing arrangement with other magazine publishers or liquidate.             

INFLATION                                                                       

     Although our operations are influenced by general economic  conditions,  we
do not believe that inflation had a material affect on our results of operations
during the three month period ended March 31, 2002.                             

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS                                                       

     In December 1999, we obtained a $200,000 loan from  Sigmapath  Corporation,
an unaffiliated  entity, which loan accrued interest at the rate of 6% per annum
and became due on March 8, 2000. We paid $100,000 on this obligation. The lender
did file an action  against us to collect all  balances  due and a judgment  was
entered against us in May 2002 in the amount of $113,496.66.                    

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     In February  2002, we commenced an action  against  Andrew Left, our former
President,  which action has been filed in the  Superior  Court for the State of
California for the County of Los Angeles, Case No. BC269050, for the recovery of
approximately  $25,000, plus costs, interest and exemplary and punitive damages.
Our complaint alleges fraud and deceit, negligent  misrepresentation,  breach of
fiduciary duty and unlawful monetary conversion.  As of the date of this Report,
we have filed a motion for  default  judgment  in this  matter and are  awaiting
entry of a judgment in our favor.                                               

     In June 2001, our former publisher,  Barbara Zowlocki and her company,  BZI
Media Services,  Inc.  obtained a judgment against us in the principal amount of
$59,186,  arising  out of sums due Ms.  Zowlocki  for  services  rendered to us.
Approximately  $52,000  remains  due on  this  judgment  as of the  date of this
Report.                                                                         

     In August 2001, a judgment in the principal  amount of $144,714 was entered
against  us and in favor of  Western  Laser  Graphics,  Inc.,  one of our  prior
printers. As of the date of this Report, this judgment remains outstanding.     

     In July 2001,  a judgment in the  principal  amount of $180,473 was entered
against us and in favor of Gottesman,  Inc. This judgment remains outstanding as
of the date of this Report.                                                     

     Numerous  other  judgments  have been  entered  against us and we have been
named as a  defendant  in several  other  lawsuits  in the normal  course of our
business.  We have also received numerous threats of pending litigation from our
creditors who hold  delinquent  notes and other  obligations.  It is anticipated
that we will enter into settlement  negotiations to resolve these matters if and
when we  receive  additional  funding.  Except  for those  matters  specifically
discussed above,  and in the "Liquidity and Capital  Resource"  section,  in the
opinion of management,  the  liabilities,  if any,  resulting from these matters
will not have a material affect on our financial statements.                    

ITEM 2. CHANGES IN SECURITIES                                                   

     In December 2000, we borrowed  $160,000 in 6% Convertible  Debentures  from
eight entities.  Among other terms,  the debentures may be converted at any time
during a five year term at a conversion price equal to the lesser of 120% of the
closing bid price or 80% of the average  three lowest  closing bid prices of our
common stock during the 22 day trading  period prior to  conversion.  In January
and  February  2002,  $60,000 in  principal  and $1,300 in accrued  interest was
converted into 4,222,470 shares of our common stock.                            

     We relied upon the  exemption  from  registration  provided by Section 4(2)
under the Securities Act of 1933, as amended, to issue these shares.            

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE                                  

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

NONE                                                                  

ITEM 5. OTHER INFORMATION - None                                                

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -                                      

(a) Exhibits - NONE                                                   

(b) Reports on Form 8-K - NONE.                                       

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                                                        [Enlarge/Download Table]
                            DETOUR MEDIA GROUP, INC.                                   

                                  BALANCE SHEET                                        


                                                       Unaudited         Audited       
                                                     March 31, 2002  December 31, 2001 
                                                     --------------  ----------------- 
                                                                                       
                       ASSETS                                                          

CURRENT ASSETS                                                                         
  Cash                                               $        9,942  $           9,683 
  Accounts receivable, net                                   26,957             92,778 
  Prepaid expenses and other current assets                  22,331             30,511 
                                                     --------------  ----------------- 

           Total Current Assets                              59,230            132,972 

Property and Equipment, net                                  16,412             20,912 

Security Deposits and other assets                                -              8,890 
                                                     --------------  ----------------- 

           TOTAL ASSETS                              $       75,642  $         162,774 
                                                     ==============  ================= 

  LIABILITIES AND DEFICIT IN STOCKHOLDERS' EQUITY                                      

CURRENT LIABILITIES                                                                    
  Bank overdraft                                     $       62,633  $               - 
  Accounts payable and accrued expenses                   2,197,327          2,149,913 
  Notes payable                                           2,904,170          2,920,932 
  Accrued interest payable                                  386,899            333,969 
  Due to stockholder                                      3,054,229          2,952,293 
  Interest payable, stockholders                          1,220,025          1,131,873 
                                                     --------------  ----------------- 

           Total Current Liabilities                      9,825,283          9,488,980 

DEFICIT IN STOCKHOLDERS' EQUITY                                                        
 Preferred stock, $.01 par value 10,000,000                                            
  shares authorized, none issued and outstanding                  -                  - 
 Common stock, $0.001 par value, 100,000,000                                           
  shares authorized                                          42,245             38,022 
 Additional paid-in capital                              12,177,936         12,120,858 
 Accumulated deficit                                    (21,969,822)       (21,485,086)
                                                     --------------  ----------------- 

           Total deficit in stockholders' equity         (9,749,641)        (9,326,206)
                                                     --------------  ----------------- 

           TOTAL LIABILITIES & EQUITY                $       75,642  $         162,774 
                                                     ==============  ================= 

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 DETOUR MEDIA GROUP, INC

 UNAUDITED STATEMENT OF OPERATIONS

                  For the Three Months
                  Ended March 31, 2002
                 ---------------------------
                 2002           2001
                 ------------  -------------

SALES                                         -        399,569                  

COST OF SALES                                 -        237,316                  

                 ------------   ------------
GROSS PROFIT                             -        162,253             

SELLING, GENERAL AND                                                            
ADMINISTRATIVE EXPENSES            306,766        528,644             

                 ------------   ------------
OPERATING LOSS                    (306,766)      (366,391)            

Financing fees                           -       (150,000)            
Interest expense                  (186,475)      (194,500)            
Other income                         8,503              -             

                 ------------   ------------
NET INCOME (LOSS)                 (484,738)      (710,891)            
                 ============   ============

Loss per share of                                                               
common stock                         (0.01)         (0.03)            
                 ============   ============

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                                                        [Enlarge/Download Table]

                            DETOUR MEDIA GROUP, INC.                                          

                        UNAUDITED STATEMENT OF CASH FLOWS                                     


                                                                        For the Three Months  
                                                                           Ending March 31,   
                                                                       ---------------------- 
                                                                          2002        2001    
                                                                       ----------  ---------- 
                                                                                              
CASH FLOWS FROM OPERATING ACTIVITIES                                                          
     Net (loss)                                                        $ (484,738) $ (710,891)
     Depreciation and Amortization                                          4,500       6,600 
     Decrease (increase) in accounts receivable                            65,821     109,046 
     Decrease (increase) in prepaid expenses and other current assets       8,180    (177,837)
     Decrease (increase) in stock subscriptions receivable                      -    (500,000)
     Decrease (increase) in other assets                                    8,890     (18,584)
     Increase (decrease) in accounts payable and accrued expenses          47,416     (68,406)
     Increase (decrease) in accrued interest payable                       52,930      92,000 
     Increase in interest payable, stockholder                             88,152     102,497 
                                                                       ----------  ---------- 
          Total Adjustments                                               275,889    (454,684)
                                                                       ----------  ---------- 
NET CASH USED IN OPERATING ACTIVITIES                                    (208,849) (1,165,575)
                                                                       ----------  ---------- 

CASH FLOWS USED IN INVESTING ACTIVITIES                                                       
     Purchase (disposal) of fixed assets                                        -       1,572 
                                                                       ----------  ---------- 
NET CASH USED IN INVESTING ACTIVITIES                                           -       1,572 
                                                                       ----------  ---------- 

CASH FLOWS FROM FINANCING ACTIVITIES                                                          
     Decrease (increase) in bank overdraft                                 62,633           - 
     Net proceeds from (payments on) notes payable                        (16,762)    300,000 
     Net proceeds from (payments to) stockholders                         101,936     (93,512)
     Proceeds from issuance of stock                                            -     289,000 
     Common stock issued for services                                           -     605,368 
     Common stock issued for debt conversion                                4,223           - 
     Additional paid-in capital for debt converted to equity               57,078           - 
     Fair value of warrants issued to non-employees for services                -           - 
                                                                       ----------  ---------- 
NET CASH PROVIDED BY FINANCING ACTIVITIES                                 209,108   1,100,856 
                                                                       ----------  ---------- 

NET INCREASE (DECREASE) IN CASH                                               259     (63,147)
CASH - beginning                                                            9,683      71,598 
                                                                       ----------  ---------- 
CASH - ending                                                          $    9,942  $    8,451 
                                                                       ==========  ========== 


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DETOUR MEDIA GROUP, INC.
 f/k/a DETOUR MAGAZINE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 Three Month Period Ended March 31, 2002

1.   Unaudited Interim Financial Statements                                     

     The  accompanying  unaudited  financial  statements  have been  prepared in
     accordance with the  instructions for Form 10-QSB and do not include all of
     the information  and footnotes  required by generally  accepted  accounting
     principles for complete financial statements. In the opinion of management,
     all adjustments, consisting only of normal recurring adjustments considered
     necessary for a fair  presentation,  have been included.  Operating results
     for any quarter are not necessarily indicative of the results for any other
quarter or for the full year.                                         

2.   Basis of Presentation                                                      

Business combination                                        

     On  June 6,  1997,  pursuant  to the  terms  of an  Agreement  and  Plan of
     Reorganization, Ichi-Bon Investment Corporation ("IBI") acquired all of the
     outstanding  common stock of Detour,  Inc.  ("Old  Detour") in exchange for
     4,500,000  unregistered  shares of IBI's common  stock.  As a result of the
     transaction,   the  former  shareholders  of  Old  Detour  received  shares
     representing  an  aggregate  of  90% of  IBI's  outstanding  common  stock,
     resulting in a change in control of IBI. As a result of the merger, IBI was
     the  surviving  entity  and Old  Detour  ceased  to  exist.  Simultaneously
     therewith, IBI amended its articles of incorporation to reflect a change in
     IBI's  name to "Detour  Magazine,  Inc."  References  to the  "Company"  or
     "Detour"  refer to Detour  Magazine,  Inc.  together  with the  predecessor
company, Old Detour.                                                  

     The  acquisition  of  Old  Detour  has  been  accounted  for  as a  reverse
     acquisition.  Under the  accounting  rules for a reverse  acquisition,  Old
     Detour  is  considered  the  acquiring  entity.  As  a  result,  historical
     financial  information for periods prior to the date of the transaction are
     those of Old Detour. Under purchase method accounting, balances and results
     of operations of Old Detour will be included in the accompanying  financial
     statements  from the date of the  transaction,  June 6, 1998.  The  Company
     recorded  the  assets  and  liabilities  (excluding  intangibles)  at their
     historical cost basis which was deemed to be approximate fair market value.
    The reverse acquisition is treated as a non-cash transaction except to the

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     extent of cash acquired,  since all consideration  given was in the form of
stock.                                                                

Earnings per share                                          

     Earnings per share have been computed based on the weighted  average number
     of common  shares  outstanding.  For the three  month  period  prior to the
     reverse acquisition discussed in the business combination section of Note 2
     above, the number of common shares  outstanding used in computing  earnings
     per share is the number of common  shares  outstanding  as a result of such
reverse acquisition (5,000,000 shares).                               

3.   History and Business Activity                                              

     Detour was originally  incorporated as Ichi-Bon  Investment  Corporation on
     May 18, 1990, under the laws of the State of Colorado. The name was changed
     to Detour Magazine, Inc. concurrent with the business combination described
     in Note 2. Prior to such  business  combination,  Detour had not engaged in
     any  operations or generated  any revenue.  Old Detour was a publisher of a
     nationally  distributed  magazine  entitled  "Detour"  which  is  published
     monthly and contains articles and pictorial displays on fashion,  music and
social commentary.                                                    

     In March,  2001, our  shareholders  approved  amendments to our Articles of
     Incorporation, which amendments included changing our name to "Detour Media
     Group,  Inc." and  increasing  the number of  authorized  common  shares to
100,000,000 shares.                                                   

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SIGNATURES

     Pursuant to the  requirements  of Section 12 of the Securities and Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.                           

                        DETOUR MEDIA GROUP, INC.
            (Registrant)

                     Dated:  June 13, 2002

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

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10QSB’ Filing	Date	First	Last	Other Filings

	6/30/02	6		NT 10-Q
Filed on:	6/13/02	1	14
For Period End:	3/31/02	1	12	NT 10-Q
	1/1/02	6
	12/31/01	6	9	10KSB, NT 10-K
	10/1/01	6
	3/31/01	2	5	10QSB, 10QSB/A, NT 10-Q
	1/1/01	5
	9/30/00	5		10QSB, NT 10-Q
	6/30/00	4	5	10QSB, NT 10-Q
	3/8/00	4	6
	1/1/00	5
	12/19/98	4
	6/6/98	12
	6/6/97	12
				List all Filings

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Filing Submission 0001013596-02-000059 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Detour Media Group Inc – ‘10QSB’ for 3/31/02

On: Thursday, 6/13/02, at 12:45pm ET · For: 3/31/02 · Accession #: 1013596-2-59 · File #: 0-25388

Previous ‘10QSB’: ‘10QSB/A’ on 3/19/02 for 9/30/01 · Latest ‘10QSB’: This Filing

Quarterly Report — Small Business — Form 10-QSBFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Quarterly Report — Small Business — Form 10-QSB
Filing Table of Contents