Detour Media Group Inc – ‘10QSB/A’ for 9/30/01

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB/A     Amendment No. to Form 10-Qsb                          15     52K 

Document Table of Contents

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

FORM 10-QSB/A1

Quarterly Report Under
 the Securities Exchange Act of 1934

 For Quarter Ended: September 30, 2001

 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.)

7060 Hollywood Blvd., Suite 1150
 Los Angeles, California
(Address of principal executive offices)

 90028
(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 March 8, 2002 was 42,242,965 shares.                         

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PART I

ITEM 1. FINANCIAL STATEMENTS.                                                   

     The  unaudited  financial  statements  for  the  nine  month  period  ended
September 30, 2001, 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 unaudited
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 on our behalf.  We  disclaim  any  obligation  to update
forward looking statements.                                                     

OVERVIEW                                                                        

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

     The Magazine has normally been published monthly, with the exception of the
issues for December/January and June/July, for which one issue is published. The
Magazine has been, in general,  approximately 150 pages in length,  comprised of
about 50 to 60 pages  of  advertising,  with the  balance  in  editorial  pages.
However, due to our impaired financial condition, one issue was published during
the first  quarter of 2001,  one issue was  published  in the second  quarter of
2001,  and one issue was  published  during the third quarter of 2001. As of the
date of this Amendment, we                                                      

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have  published  a fourth and last issue for the year 2001,  and  pursuant  to a
restructuring plan, intend to publish our next issue in the 3rd quarter of 2002.
Such  restructuring  includes a debt  reorganization  with  significant  debt to
equity  conversion,  a more focused  business plan, a new management team and an
infusion of approximately $5 million in equity capital. However, there can be no
assurances that we will be successful with this restructuring.                  

     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 nine month periods ended September 30, 2001 and 2000.        

RESULTS OF OPERATIONS                                                           

     Comparison  of  Results of  Operations  for the Nine  Month  Periods  Ended
September 30, 2001 and 2000                                                     

     During the nine  month  period  ended  September  30,  2001,  our  revenues
decreased  from the same period in 2000,  as we  generated  revenues of $958,471
compared to revenues of $3,286,486 for the similar period in 2000, a decrease of
$2,328,015  (71%).  This was  attributable  to only three issues of our Magazine
being  published  during this  period,  compared  to one double  issue and seven
single issues being  published  during the nine month period ended September 30,
2000, resulting in a decrease in advertising  revenues,  our principal source of
revenue, as well as newsstand and subscription revenues. We published only three
issues during this period  because of our lack of working  capital.  Although we
have reduced the number of issues  published per year, the same advertisers have
continued to place  advertisements in our Magazine,  and we anticipate that such
advertisers will continue to place advertisements in our Magazine and we will be
able to attract additional  advertisers if and when we obtain sufficient funding
to  increase  the  number of issues  published  per year,  of which  there is no
assurance.                                                                      

     In the nine month period ended September 30, 2001, costs of sales decreased
72%, to  $631,494,  compared to  $2,237,673  for the similar  period in 2000,  a
decrease  of  $1,606,181,  which was also due to the  publication  of only three
issues of our Magazine during the applicable period, compared to eight issues in
2000.                                                                           

     Selling,  general and administrative  expenses were $2,217,530 for the nine
months ended  September 30, 2001,  compared to $4,278,695 for the similar period
in 2000, a decrease of $2,061,165 (48%). This decrease was due to reduced salary
costs,  closing of the New York office and  significant  reduction  in financial
marketing  expenses,  which included a significant  reduction in issuance of the
Company's warrants for outside services to                                      

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financial  consultants  with  regard to equity and debt  financing,  and related
costs.                                                                          

     Interest expense decreased from $833,628 in the nine months ended September
30, 2000,  to $761,181 for the nine months ended  September 30, 2001, a decrease
of $72,447 (9%) as a result of the  conversion of $932,313 of principal  debt in
July 2001, thereby  eliminating  additional interest expense on that obligation.
See "Liquidity and Capital  Resources"  below.  As a result,  we generated a net
loss of $(2,651,734) for the nine month period ended September 30, 2001,  ($0.08
per share)  compared  to a net loss of  $(4,011,201)  for the nine month  period
ended September 30, 2000 ($.14 per share).                                      

LIQUIDITY AND CAPITAL RESOURCES                                                 

     At the end of the nine  month  period  ended  September  30,  2001,  we had
$45,954 in cash and cash equivalents.  Accounts receivable  decreased to $89,339
from  $808,685 at  September  30,  2000,  a decrease of  $719,346  (89%),  which
management  attributes to the fact that we published only three magazine  issues
during the applicable  period with considerably  lower  advertising  revenue and
related accounts receivable per issue.                                          

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 also paid all interest which had accrued through September 30, 2000. In April
2001,  we tendered a payment of $173,760 on this  obligation  and entered into a
Forbearance  Agreement  which provides,  among other things,  for us to pay this
lender $25,000 per month until the entire balance is paid in full.  Upon payment
in full, the lender will return all of the stock provided as security.  Interest
continues to accrue at the default rate. As at September 30, 2001,  interest was
paid on a current basis and the principal  balance was $520,938.  As of the date
of this Amendment, we remain current on this obligation.                        

     In December 1999, we obtained a $200,000 loan from  Sigmapath  Corporation,
which accrues interest at the rate of 6% per annum and                          

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became due on March 8, 2000. We paid $100,000 on this obligation. In March 2001,
an action was filed against us by an officer of Sigmapath to collect the balance
of $100,000  remaining  due.  However,  this action was  dismissed  by the court
because  the  plaintiff  who  brought  the action  was not the  proper  party in
interest.  Subsequently,  we were served  with  another  copy of a complaint  in
November 2001. See "Part II, Item 1, Legal Proceedings" below.                  

     At September  30, 2001,  we had eleven other notes  payable,  including two
convertible debentures, in the aggregate principal amount of $2,311,590, bearing
interest  at rates  ranging  from 8% to 12% 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.                                                          

     In 1995, our majority  stockholder  loaned us $932,313.  In 1996, this note
was converted to a demand note,  bearing  interest at the rate of 12% per annum.
In 1996, this stockholder  subsequently assigned this Note to JCM Capital Corp.,
a minority stockholder,  who, upon information and belief, has assigned portions
of this note to other unaffiliated  parties.  In July 2001, the holders of these
various  notes agreed to convert this  obligation,  including  all principal and
accrued  interest,  into  shares of our common  stock at a  conversion  price of
approximately  $.46 per shares.  They  received  3,237,468  shares of our common
stock,  in  aggregate.  These  notes were  secured by  substantially  all of our
assets,  except for  accounts  receivable.  Upon  converson  of the  notes,  the
security interest was released.                                                 

     Advances  from  stockholder   represent   advances  made  by  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
$42,000 commencing January 1, 2001. 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  September  30,  2001,  $2,805,604  of
principal  was  outstanding  and  classified  as short- term.  Accrued  interest
payable to the majority  stockholder  at September 30, 2001 totaled  $1,041,703.
Interest  expense on the  advances  was $85,369 for the nine month  period ended
September 30, 2001.                                                             

TRENDS                                                                          

     Management  has completed a  comprehensive  business  plan  including a new
business strategy and reorganization of our debt,                               

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capital structure and plan for capital  formation  required to implement the new
business  strategy.  In October,  November and December of 2001, we entered into
finders  fee  and   consulting   agreements  to  assist  in  the  formation  and
implementation  of the  business  plan and  capital  formation  activities.  The
business   strategy  focuses   initially  on  strengthening   Detour  Magazine's
distribution  and brand in North  America,  attracting new management and laying
the  groundwork  for  licensing  the Detour  brand on an  expanded  product  and
geographical basis.                                                             

     In October 2001,  we published our most recent issue and we currently  plan
to publish our next issue in the third quarter of 2002,  which will be dependent
upon the receipt of additional loan proceeds to fund our  significantly  reduced
interim  overhead  and  publication  of that next issue.  On or before April 30,
2002, we anticipate  the  reorganization  of our debt pursuant to such plan, the
funding of equity capital  required to implement such plan and the hiring of new
management.                                                                     

     There is no assurance  that we will be able to raise  interim loan proceeds
or the equity financing required pursuant to the business plan, in which case we
would have no  additional  funds,  other  than  collection  of current  accounts
receivable, with which to continue in business and may be forced to enter into a
joint publishing arrangement or sell 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 nine month period ended September 30, 2001.                          

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS                                                       

     By notice  dated March 30, 2000,  the staff of the Salt Lake City  District
Office of the Securities  and Exchange  Commission  ("SEC" or "the  Commission")
notified  us and our  Chairman  that  it was  recommending  to the  SEC  that an
enforcement  action  be  filed  against  both us and our  Chairman  relating  to
accuracy  of  certain  of  our  financial  statements  in  1997  and  1998.  The
recommended  enforcement  action was based on: (i) the improper  presentation of
certain  quarterly  financial  information;  and (ii) the  failure  to record in
accordance with generally accepted accounting principles the proper compensation
expense  resulting  from the  issuance  to  consultants  in 1997 of  options  to
purchase  4,400,000  shares of common  stock.  According  to the notice from the
Commission,  the SEC anticipates  alleging that we had violated Section 17(a) of
the Securities Act of 1933, and Section 10(b) of the Securities                 

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Exchange Act of 1934, Rule 10b-5,  Section 13(a) of the Exchange Act and various
rules promulgated thereunder.                                                   

     We believed that the issue  regarding  improper  presentation  of quarterly
financial  information relates to our averaging of certain costs and expenses in
certain  quarterly  periods in 1997 and 1998 instead of calculating  these costs
and  expenses  precisely.  To comply with the staff's  requirement,  we would be
required to determine  the actual costs and expenses for the affected  quarters.
The  second  issue   related  to  whether  we  recorded  the  proper  amount  of
compensation  expense in  connection  with the  issuance  of the  options to the
consultants.  We recorded an expense of $21,991,  based on the exercise price of
the options of $.005 per share.  We understand  that the staff believes that the
expense  should be the fair market  value of the options at the time the options
were issued. Under generally accepted accounting principles, any such additional
compensation   expense  in  connection  with  the  options  would  result  in  a
corresponding  increase in our paid-in  capital.  Thus,  while the expense would
increase our net loss for 1997, the paid-in capital would be similarly increased
and there would be no change to our total deficit in stockholders'  equity as of
the end of 1997.                                                                

     In 2000,  we advised the staff that we wished to cooperate  fully and reach
an agreement on an appropriate  remedy to resolve this matter. We had determined
to restate our financial statements to address the concerns raised by the staff.

     On November 22, 2000, the matter was resolved by the  Commission  issuing a
cease-and-desist proceeding pursuant to Section 8A of the Securities Act of 1933
and Section 21C of the Securities  Exchange Act of 1934. The Commission  ordered
us to amend our filings with the  Commission  to properly  reflect our financial
condition  and  operating  results,  and as required by Section  13(b)(2) of the
Exchange  Act,  we have  been  instructed  to make and keep  books,  record  and
accounts  which,  in  reasonable  detail,  accurately  and  fairly  reflect  the
transactions and dispositions of our assets.  The Commission  further ordered us
to devise and maintain a system of internal  accounting  controls  sufficient to
provide  reasonable  assurances  that,  among  other  things,  transactions  are
recorded as  necessary to permit the  preparation  of  financial  statements  in
conformity with generally accepted accounting principles. As of the date of this
Report,  we have filed with the  Commission  applicable  amendments  to our Form
10-QSB filings for the quarters ended March 31, June 30 and September 30 of 1997
and  for  the  quarters  ended  March  31,  June 30 and  September  30 of  1998,
reflecting restated financial statements for those quarters.  No civil penalties
were assessed against us relevant to the settlement of this matter.             

     We have been named as a defendant in several  other  lawsuits in the normal
course of our business. With the exception of one                               

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prospective  matter  described in "Subsequent  Events" below,  in the opinion of
management  after  consulting  with  legal  counsel,  the  liabilities,  if any,
resulting  from these  matters will not have a material  effect on our financial
statements.                                                                     

Subsequent Event                                                                

     On November 26, 2001,  we were served with an amended  notice of motion for
summary  judgement in lieu of complaint by Doc. J.  Thurston,  III and Sigmapath
Corporation,  who named both our company and Edward  Stein,  our  President,  as
defendants.  The action,  which has been filed in the Supreme Court of the State
of New York,  County of Nassau,  Index No.  1313/01,  prays for  judgment in the
amount of $100,000,  plus appropriate  interest,  relating to the Sigmapath note
described  above under  "Liquidity and Capital  Resources."  This action remains
pending as of the date of this Amendment.                                       

ITEM 2. CHANGES IN SECURITIES                                                   

     During the three  month  period  ended  September  30,  2001,  we issued an
aggregate of 700,000  warrants as follows:  two to employees  (100,000  warrants
apiece) and one to a consultant (500,000 warrants),  each warrant exercisable to
purchase one share of our common  stock at an exercise  price of $.20 per share.
The warrants  have a term of 3 years from the date of issuance.  We have granted
the holders of these  warrants  "piggyback"  registration  rights for the shares
underlying the warrants.                                                        

     In July 2001, two holders of our outstanding convertible debentures elected
to convert.  They  converted an aggregate of $50,000 in principal  and $5,514 in
accrued  interest,  into an aggregate  of  1,119,231  shares of our common stock
pursuant to the terms of the applicable debenture.                              

     In July 2001, as discussed above under  "Liquidity and Capital  Resources,"
the holders of notes in the principal  amount of $932,313 agreed to convert this
obligation,  including all principal  and accrued  interest,  into shares of our
common  stock at a  conversion  price of  approximately  $.46  per  share.  They
received 3,237,468 shares of our common stock, in aggregate.                    

Subsequent Event                                                                

     In October 2001, the Company issued 350,000  warrants plus such  additional
number of warrants  as shall  equal 1% of the amount by which the fully  diluted
number of common shares outstanding on January 8, 2002, exceeds 35,000,000.  The
issuance represents compensation to a consultant under the terms of a consulting
agreement  to provide  and  promote  relationships  with the  Company to include
potential  strategic  partners,  merger or  acquisition  candidates,  customers,
business contacts, employees, agents and                                        

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consultants.  Each  warrant is  exercisable  to purchase one share of our Common
Stock at an exercise  price of $0.04 per share.  The  warrants  have a term of 5
years from the date of issuance.  We have  granted the holder of these  warrants
"piggyback" registration rights for the shares underlying the warrants.         

     In  each  instance   cited  above,   we  relied  upon  the  exemption  from
registration  provided by Section 4(2),  promulgated under the Securities Act of
1933, as amended, to issue the relevant securities.                             

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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DETOUR MEDIA GROUP, INC.
 f/k/a Detour Magazine, Inc.
 CONDENSED BALANCE SHEET

                                               September 30,  December 30,
          ASSETS                               2001           2000
                                               ------------   ------------
CURRENT ASSETS                                                                  
Cash                                           $     45,954   $     71,598
Accounts receivable                                  89,339        397,447
Prepaid expenses                                     21,612         11,598
                                               ------------   ------------

    Total current assets                            156,905        480,643

FURNITURE AND EQUIPMENT, net                            28,567         42,753   

DEPOSITS AND OTHER ASSETS                               35,525         16,125   
                                               ------------   ------------

                                               $    220,997   $    539,521
                                               ============   ============

LIABILITIES AND DEFICIT IN STOCKHOLDERS' EQUITY                                 

CURRENT LIABILITIES                                                             
Accounts payable and accrued expenses          $  1,878,466      1,957,614
Notes payable                                     1,563,076      1,559,921
A ccrued interest payable                           294,160        145,204
Due to stockholder                                2,805,604      2,556,021
Note payable stockholders                                 -        932,313
Interest payable stockholders                     1,041,703      1,296,034
Convertible debentures                            1,360,000      1,160,000
                                               ------------   ------------

    Total current liabilities                     8,943,009      9,607,107

COMMITMENTS AND CONTINGENCIES                                -              -   

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,                                        
35,238,694 and  22,914,769 shares                                     
issued and outstanding in 2001                                        
  and 2000, respectively                             35,240         22,916
Additional paid-in capital                       11,870,149      8,885,165
 Accumulated deficit                             (20,627,401)   (17,975,667)
                                               ------------   ------------

     Total deficit in stockholders' equity        (8,722,012)    (9,067,586)
                                               ------------   ------------

                                               $    220,997   $    539,521
                                               ============   ============

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                                                        [Enlarge/Download Table]

                            DETOUR MEDIA GROUP, INC.                                            
                           f/k/a Detour Magazine, Inc.                                          
                  UNAUDITED CONDENSED STATEMENTS OF OPERATIONS                                  


                                               For the three months       For the nine months   
                                                ended September 30,       ended September 30,   
                                                 2001         2000         2001         2000    
                                             -----------  -----------  -----------  ----------- 
                                                                                                
Revenue                                                                                         
   Advertising                               $   257,600  $ 1,064,304  $   927,889  $ 2,906,562 
   Newsstand and subscription, net of returns      2,447      182,359       30,582      379,924 
                                             -----------  -----------  -----------  ----------- 

       Total revenue                             260,047    1,246,663      958,471    3,286,486 
                                             -----------  -----------  -----------  ----------- 
Cost and expenses                                                                               
   Cost of sales and other direct expenses        62,474      969,252      631,494    2,237,673 
   Selling, general and administrative                                                          
      expenses                                   489,064    1,524,321    2,217,530    4,278,695 
                                             -----------  -----------  -----------  ----------- 
                                                 551,538    2,493,573    2,849,024    6,516,368 
                                             -----------  -----------  -----------  ----------- 

       Loss from operations                     (291,491)  (1,246,910)  (1,890,553)  (3,229,882)
                                             -----------  -----------  -----------  ----------- 
Other expenses                                                                                  
   Interest expense, net                         225,050      167,731      761,181      833,628 
   Asset impairment charge                             -            -            -            - 
   Loss on disposal of assets                          -            -            -            - 
                                             -----------  -----------  -----------  ----------- 

       Total other expenses                      225,050      167,731      761,181      833,628 
                                             -----------  -----------  -----------  ----------- 

       Net loss before extraordinary item       (516,541)  (1,414,641)  (2,651,734)  (4,063,510)

Extraordinary gain on extinguishment of debt          -             -            -       52,309 
                                             -----------  -----------  -----------  ----------- 

                                             $  (516,541) $(1,414,641) $(2,651,734) $(4,011,201)
                                             ===========  ===========  ===========  =========== 

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                            DETOUR MEDIA GROUP, INC.                                 
                           f/k/a Detour Magazine, Inc.                               
                  UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS                       


                                                          September 30, September 30,
                                                               2001        2000      
                                                           -----------  -----------  
                                                                                     
Cash flows from operating activities:                                                
    Net loss                                               $(2,651,734) $(4,011,201) 
    Adjustments to reconcile net loss to net cash                                    
       used in operating activities:                                                 
         Extraordinary gain on extinguishment of debt                -       52,309  
         Amortization of debt issuance costs                    10,300            -  
         Depreciation of furniture and equipment                14,186       15,989  
         Issuance of restricted common stock for                                     
            Services                                           333,873      298,616  
         Warrants issued for services                          197,700    1,029,839  
         Expense of beneficial conversion feature of the                             
            convertible debentures                                   -      296,437  
         Increase in bank overdraft                                  -      174,342  
         Decrease (increase) in accounts receivable            308,108     (440,903) 
         Increase in prepaid expenses                          (10,013)    (226,747) 
         Decrease in employee advances                               -       39,529  
         Increase in other assets                              (19,400)           -  
         Decrease (increase) in accounts payable and                                 
            accrued expenses                                   (79,148)     180,274  
         Decrease in unexpired subscriptions                         -      (10,753) 
         Increase in interest payable, stockholder             299,073      323,317  
         Increase in accrued interest payable                  154,158       37,276  
                                                           -----------  -----------  
            Net cash used in operating activities           (1,442,897)  (2,241,676) 
                                                           -----------  -----------  
Cash flows from investing activities:                                                
    Purchases of furniture and equipment                             -      (15,655) 
                                                           -----------  -----------  
Cash flows from financing activities:                                                
    Proceeds from short term borrowings                        642,370      828,310  
    Principal repayments of short term borrowings, net        (419,632)           -  
    Proceeds from long term borrowings,                                              
       net of issuance costs                                   300,000            -  
    Principal repayments of long term borrowings, net          (50,000)           -  
    Advances from stockholder                                        -      (70,979) 
    Cost of acquiring financing                                      -            -  
    Proceeds from issuance of common stock, net                944,515    1,500,000  
                                                           -----------  -----------  
            Net cash provided by financing activities        1,417,253    2,257,331  
                                                           -----------  -----------  
            Net increase (decrease) in cash                    (25,644)           -  
Cash (overdraft) at beginning of year                           71,598            -  
                                                           -----------  -----------  
Cash (overdraft) at end of year                            $    45,954  $         -  
                                                           ===========  ===========  

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DETOUR MEDIA GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Nine Month Period Ended September 30, 2001

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, 1998, 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 nine 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 February 2001, pursuant to the affirmative vote of the holders of a
         majority of our common stock, we amended our articles of incorporation,
changing our name to "Detour Media Group, Inc."               

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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 amendment to its report to be
signed on its behalf by the undersigned, thereunto duly authorized.             

                      DETOUR MEDIA GROUP, INC.
          (Registrant)

                   Dated: March 19, 2002

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

15

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10QSB/A’ Filing		Date		First		Last			Other Filings
		4/30/02		6
Filed on:		3/19/02		15					10QSB/A
		3/8/02		1
		1/8/02		8
		11/26/01		8
For Period End:		9/30/01		1		13			10QSB,  NT 10-Q
		1/1/01		5
		11/22/00		7
		9/30/00		3		5			10QSB,  NT 10-Q
		3/30/00		6
		3/8/00		5
		1/1/00		5
		12/19/98		4
		6/6/98		13
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