Central Capital Venture Corp – ‘10KSB’ for 12/31/99

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Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       10KSB 12/31/1998 & 1999                               19    116K 
 4: EX-23       Smith & Associates                                     1      5K 
 5: EX-27       Article 5 FDS for Annual Report 10Ksb                  1      6K 
 2: EX-99.1     Financial Statements                                  11     38K 
 3: EX-99.2     Letters From J.J. Shapiro                              2     13K 

10KSB   —   10KSB 12/31/1998 & 1999
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
 Washington, D. C. 20549

 Form 10-KSB

[X]   ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934 for the fiscal year ended December 31, 1998 and 1999.   

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES       
EXCHANGE ACT OF 1934 for the transition period from       to        

Commission File No. 0-9311

DIGITAL TECHNOLOGIES MEDIA GROUP, INC.
 ---------------------------------------------------------
 (Name of small business issuer as specified in its charter)

      Delaware                                              87-0269260
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer  
 incorporation or organization)                              Identification No.)

2660 Townsgate Road, Westlake Village, California 91361 
--------------------------------------------------------
 (Address of principal executive offices) (Zip Code)

Issuer's telephone number, including area code: (805) 496-2186                  

Securities registered pursuant to Section 12(b) of the Act: None                

Securities registered pursuant to Section 12(g) of the Act: Common Stock,       
$.01 par value.                                                                 

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

YES [] NO [X]                                                                   

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

Revenues for the fiscal year ended December 31, 1998 totaled  $-0-and for fiscal
year ended December 31, 1999 totaled $-0-.                                      

As of December 31, 1999, the aggregate  market value of the voting stock held by
non-affiliates  of the registrant (based upon the average of the closing bid and
asked prices on such date) was approximately $-0-.                              

As of December 31, 1999,  the  registrant had  outstanding  3,790,627  shares of
Common Stock.                                                                   

Exhibit index page number: 16                                         

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 DIGITAL TECHNOLOGIES MEDIA GROUP, INC
Form 10-K Report for the Fiscal Year
Ended December 31, 1998 and 1999

 TABLE OF CONTENTS
                                                                        Page
                                                                        ----

PART I

Item 1. Business .......................................................    1   

Item 2. Properties .....................................................   10   

Item 3. Legal Proceedings ..............................................   11   

Item 4. Submission of Matters to a Vote of Security Holders.............   11   

 PART II

Item 5. Market for Registrant's Common Stock and                                
       Related Stockholder Matters ..................................   11

Item 6. Management's Discussion and Analysis of Financial                       
       Condition and Results of Operations ..........................   11

Item 7. Financial Statements and Supplementary Data ....................   13   

Item 8. Changes in and Disagreements with Accountants on                        
       Accounting and Financial Disclosure ..........................   13

PART III

Item 9. Directors and Executive Officers of the Registrant ............    14   

Item 10. Executive Compensation ........................................   15   

Item 11. Security Ownership of Certain Beneficial Owners                        
       and Management ...............................................   15

Item 12. Certain Relationships and Related Transactions ................   16   

 PART IV

Item 13. Exhibits, Financial Statement Schedules and                            
        Reports on Form 8-K .........................................   16

Signature ..............................................................   17   

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PART I

ITEM 1.  BUSINESS                                                               

General                                                                         

The Company was  incorporated on January 15, 1949 in the state of Utah under the
name of Oil  Securities  Company,  Inc. In July 1984,  the  Company  changed its
domicile to the State of Nevada by merger. In July 1996, the Company merged with
Miller & Benson  International,  Ltd.  ("M&B")  and  changed its name to Digital
Technologies Media Group, Inc. ("DTG").  The combined Company's name was changed
to  Digital   Technologies  Media  Group,  Inc.  Unless  the  context  indicates
otherwise,  the term  "Company"  refers  to the  operations  of DTG prior to and
following  the  combination  of DTG and  M&B.  Reference  to the  Company  after
approval of the Plan is sometimes  as the  "Reorganized  Debtor." See  "Business
Combination." The Company was engaged in limited business activities,  in fiscal
years 1998 and 1999.                                                            

Voluntary Reorganization                                                        

On January 26, 1999, the Company filed a voluntary  petition under Chapter 11 of
the United  States  Bankruptcy  Code ("Code") BK. N SV  99-10944-GM  in Woodland
Hills,  California,  (the  "Petition").  The Petition  seeks to  reorganize  the
Company by  satisfying  all of the  allowed  claims of  creditors,  or rights to
payment, with securities issued by the Company to such creditors under the terms
of a plan of reorganization approved by the Bankruptcy Court (the "Plan").      

A. The Company's Proposed Plan                                        

Currently,  the Company has limited  assets:  an interest in office  space and a
computer  server as well as the  following  Web  sites:  "Digicommerce.com"  and
"Digicommerce.net."  Through the reorganization  process, the Company intends to
further develop the Web sites. The Company's  historical  financial condition is
not  relevant as the  Company's  Plan  provides  that the Company will conduct a
completely  different type of business.  The  Reorganized  Debtor,  the Company,
shall  operate as a closed end mutual  fund  specifically  designed to engage in
investments  of startup  companies.  The Company  shall be engaged as a Business
Development Corporation pursuant to sections 54-65 of the Investment Company Act
by making an election.  DataNet  Information  Systems,  Inc ("Data") will be the
Company's  initial investee company.  This initial  investment will occur before
Plan  confirmation so the assets acquired from the purchase of Data are included
as assets of the Company.                                                       

B. Formation of a Business Development Corporation ("BDC").             

Immediately  following the  distribution  of its Units of  Reorganized  Debtor's
Securities  pursuant to the Plan,  the  Reorganized  Debtor will make a Business
Development Company election under the Investment Company Act which defines the 
Company's business purpose,  its venture capital  investment  activities and the
type of  companies  in which it may invest.  This  election  will be made by the
filing of a form N54-A. See "Regulation of the Company - a Business  Development
Company".                                                                       

The Company shall obtain  capital for its  investments  from  investors  through
private  and  public  debt or  equity  offerings,  as well  as the  proceeds  of
liquidation of its own portfolio.  Following the Company's inceptive  investment
in Data,  it may be  desirable  for the  Company  to make  additional  follow-on
investments.  If working  capital is not  available  for such  purposes  through
public or private equity offerings of the Company's  securities or securities of
Data,  the Company  may use its assets to  guarantee  borrowings  by it or Data.
Additionally,  leveraging  can be  accomplished  through  the  private or public
issuance of debt securities or other senior securities, such as preferred stock.
Provisions of the  Investment  Company Act restrict such borrowing and issuances
of senior  securities.  The  Company  may borrow  from banks or other  financial
institutions  and may  issue  senior  securities  representing  indebtedness  in
compliance  with  the  asset  coverage  requirement  of  Section  80a-18  of the
Investment Company Act.                                                         

The Company's  investment  objective is to invest its assets  and/or  management
services  in  companies  with  gross  sales of less the  $500,000  annually  and
selected  situations  (such  as  leveraged  buyouts  and  established   business
operations  that  would  benefit  from  public  ownership),   which  demonstrate
potential for long-term capital growth.                                         

C. The Business Activity Of The Company.                              

The Company will focus its business  operations on assisting small  corporations
(defined in the Investment  Company Act as companies with sales of less than $50
million  annually) in capital  formation.  The Company will service two types of
companies: "Investment Companies" and "Client Companies."                       

An  Investment  Company is defined as a company in which the  Company has equity
position  and which meets the  Company's  investment  objective.  An  Investment
Company  typically  expects its common stock to be publicly traded at some point
in the near  future.  As part of its  growth  strategy,  an  Investment  Company
expects  with the  Company's  assistance,  to  prepare  and file a  registration
statement with the Securities and Exchange Commission to raise additional equity
capital for its growth.                                                         

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A Client  Company is  defined  as a company  that  contracts  for the  Company's
financing  and/or  selected  services on a fee for services  basis.  The Company
supports its Client  Companies  by offering  significant  management  assistance
through a complete range of management  and business  consulting  services.  The
Company,  will act as an incubator for new and development  stage business,  and
will seek to work with larger  companies whose products and services have better
acceptance in the marketplace. The Company will consistently follow its business
plan by incorporating the following  services:  (1) Capital Formation  Services,
(2) Merger and Acquisition Services, (3) Management Consulting Services, and (4)
Corporate Partnering.                                                           

The Company shall derive its income through  management  consulting fees charged
to the Investment  Companies and client  companies and profit from the selective
sale of the Investment Companies securities it maintains in its portfolio.      

D. Regulation of The Company, A Business Development Company.         

A Business  Development  Company is defined in the Investment Company Act as any
closed-end  investment company which elects treatment as a Business  Development
Company under the  Investment  Company Act and which is operated for the purpose
of making investments in eligible portfolio companies,  follow-on investments in
formerly  eligible  portfolio  companies and investments in certain  bankrupt or
insolvent  companies.  An eligible portfolio company is basically a company that
does not have ready access to capital through  conventional  financial channels.
It is defined  as any United  States  domiciled  company  which is not itself an
investment company and which (a) does not have a class of securities  registered
on a national securities exchange or eligible, for margin purchase under Federal
Reserve Board rules or (b) is actively  controlled by another BDC,  either alone
or as part of a group  acting  together  and has an  affiliate  of the  Business
Development  Company on its board of directors.  In most instances,  a portfolio
company  must be a company to which the  Business  Development  Company  extends
significant  managerial  consulting  assistance  either  through the exercise of
control or through an  arrangement  whereby the  Business  Development  Company,
acting  through it  directors,  officers  and  employees,  provides  significant
guidance  and  counsel   concerning  the   management   operations  or  business
objectives, and policies of the company.                                        

The Investment  Company Act prohibits or restricts the Company from investing in
certain types of companies,  such as Broker/Dealers  (which must be wholly-owned
by the BDC),  insurance  companies,  investment  banking  firms  and  investment
companies  (with exception to wholly owned Small Business  Investment  Companies
licensed by the Small Business Administration).                                 

The  Investment  Company Act also limits the type of assets that the Company may
acquire  to  qualifying  assets  and  certain  other  assets  necessary  for its
operations (such as office furniture,  equipment and facilities) if, at the time
of the  acquisition,  less than 70% of the value of the Company's assets consist
of qualifying assets. Qualifying assets include:                                

    a.   Securities of companies that were eligible portfolio companies at the
time that the Company acquired their securities,            
     b.   Securities of bankrupt or insolvent  companies  that are not otherwise
eligible portfolio companies,                               
     c.   Securities  acquired as follow-on  investments  in companies that were
          eligible portfolio companies, provided that the Company has maintained
       a substantial portion of its initial investment in those companies,
     d.   Securities  received in exchange for or distributed on or with respect
to any of the foregoing, and                                
     e.   Cash  items,  U.S.   Government   securities  and  Investment  quality
short-term debt securities.                                 

The  Investment  Company  Act also  places  restrictions  on the  nature  of the
transactions  in which,  and the persons from whom,  securities can be purchased
for the securities to be considered as qualifying assets.                       

The Company shall be permitted by the Investment  Company Act,  under  specified
conditions,  to issue  multiple  classes  of senior  debt and a single  class of
preferred  stock  provided  its asset  coverage,  as defined  in the  Investment
Company  Act is at least 200% after the  issuance  of the debt or the  preferred
stock.                                                                          

The Company thus may sell its portfolio  securities at a price that is below the
prevailing  net asset value per share only upon the approval of the holders of a
majority of its voting  securities held by  nonaffiliated  persons,  at its last
annual meeting or within one year prior to the  transactions.  In addition,  the
Company  may from  time to time  repurchase  its  common  stock  subject  to the
restrictions  of the Investment  Company Act and the corporate laws of the state
of its incorporation.                                                           

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A Business  Development  Company may issue limited amounts of warrants,  options
and rights to purchase its securities to its  directors,  officers and employees
(and provide loans to those persons for the exercise thereof) in connection with
an executive  compensation plan, if certain conditions are met. These conditions
include the approval of:                                                        

a.   A majority of the Company's voting securities,                   
b.   A majority of the independent members of its Board of Directors, 
     c.   A majority  of the  directors  who have no  financial  interest in the
transaction.                                                

The  issuance  of  options  warrants  or  rights to  directors  who are not also
officers  or  employees  of the  Company  requires  the  prior  approval  of the
Securities and Exchange  Commission.  As defined in the Investment  Company Act,
the term  majority of the  Company's  outstanding  voting  securities  means the
lesser of the vote of:                                                          

     1.   67% or more of the  Company's  common stock  present at a meeting,  if
          holders of more that 50% of the  outstanding  common stock are present
or represented by proxy, or                                 
2.   More than 50% of the Company's outstanding common stock.         

Under the Investment Company Act, as applied to a Business  Development Company,
most  transactions  involving  the  Company  and  its  affiliates  (as  well  as
affiliates of those affiliates)  require the prior approval of a majority of the
Company's  independent  directors  and a  majority  of the  directors  having no
financial interest in such transactions.                                        

Some transactions  involving certain closely  affiliated persons of the Company,
including its directors,  officers,  and employees require the prior approval of
the Securities  and Exchange  Commission.  In general,  (a) any person who owns,
controls  or those  holders  with  power to vote more  than 5% of the  Company's
outstanding common stock, (b) any director, executive officer or general partner
or that  person,  and (c) any person who  directly or  indirectly  controls,  is
controlled  by, or is under common  control  with that  person,  must obtain the
prior approval of a majority of the Company's independent directors, and in some
situations, the prior approval of the Securities and Exchange Commission, before
engaging in certain transactions involving the Company or any company controlled
by  the  Company.  The  Investment  Company  Act  generally  does  not  restrict
transactions between the Company and its Investment Companies.                  

In accordance with Section 18-56(a) of the Investment Company Act, a majority of
the members of the Company's  Board of Directors must not be interested  persons
of the Company as that term is defined in Section  18-2(a)(19) of the Investment
Company Act. Generally, interested persons of the Company include all affiliated
persons of the Company and members of their immediate  families,  any interested
person of an Underwriter or of an Investment Advisor to the Company,  any person
who has acted as legal counsel to the Company  within the last two fiscal years,
or any broker or dealer, or any affiliate of a Broker/Dealer.                   

It is likely that in some cases the Company may be deemed to be an  affiliate of
the  companies  in which it  invests  by  virtue  of  sharing  control  of those
companies,  as a result of its stockholdings,  the positions of its officers and
directors who also serve a directors and officers of such Investment  Companies,
or for other  reasons.  Additional  restriction on the ability of the Company to
sell or transfer  securities of its Investment  Companies could also be severely
limited by the nature of the insider  trading rules imposed under the Investment
Company Act.                                                                    

E.   Risks of the Company                                             

In addition to the  above-described  provisions of the  Investment  Company Act,
there are a number  of other  provisions  of the  federal  securities  laws that
affect the ongoing  operations of the Company.  Restrictions  imposed by federal
and state securities laws, in addition to possible contractual  provisions,  may
affect  adversely  the ability of the Company to sell or otherwise to distribute
its portfolio securities.                                                       

Most, if not all  securities,  in which the Company  acquires as venture capital
investments will be restricted  securities  within the meaning of the Securities
Act of 1933,  as  amended,  and  will  not be  permitted  to be  resold  without
compliance  with the  Securities and Exchange Act. Thus, the Company will not be
permitted to resell  portfolio  securities  unless a registration  statement has
been declared  effective,  or unless the Company is able to rely on an available
exemption from such registration  requirements.  In most cases, the Company will
endeavor to obtain from its Investment Companies registration rights pursuant to
which the Company will be able to demand that an Investment Company register the
securities owned by the Company at the expense of the Investment  Company.  Even
if the Investment Companies bear this expense,  however, the registration of the
securities  owned by the Company is likely to be a time consuming  process,  and
the Company  always  bears the risk,  because of these  delays,  that it will be
unable  to  resell  such  securities,  or that it will not be able to  obtain an
attractive price for the securities, Additionally, the Company may never be able
to distribute the securities of certain Investment  Companies to stockholders in
certain states because the Investment Companies may not qualify for registration
in those states, pursuant to each individual state blue sky laws.               

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Sometimes the Company will not register  portfolio  securities for sale but will
seek to rely upon an exemption from  registration.  In most cases,  the expenses
associated with seeking exemptive relief will be borne by the Company.  The most
likely exemption  available to the Company is section 4(1) of the Securities Act
of  1933,  which  in  effect,  exempts  sales  of  securities  not  involving  a
distribution  of the  securities.  This  exemption  will likely be  available to
permit a private sale of portfolio securities,  and in some cases a public sale,
if the provisions of Rule 144  promulgated  under the Securities Act of 1933 are
satisfied.  In general, under Rule 144 affiliates may, in certain circumstances,
sell within any three-month  period a number of shares not to exceed the greater
of (a) 1% of the then  outstanding  shares of common  stock,  or (b) the average
weekly  trading  volume of the common stock during the  previous  four  calendar
weeks  preceding  such sale.  Sales  under Rule 144 are also  subject to certain
provisions, notice requirements and the availability of public information about
the issuer.  A person who is not deemed to have been an  affiliate of the issuer
at any  time  during  the  three  months  preceding  a sale  and  who  also  has
beneficially  owned his shares for at least three years would be entitle to sell
such shares under Rule 144 without  regard to the volume  limitation,  manner of
sale provisions,  notice  requirements or the availability of public information
requirement otherwise applicable.                                               

The Company may elect to distribute in-kind  securities of Investment  Companies
to its stockholders.  Prior to any such distributions,  the Company expects that
it will need to file,  and cause the issuers of such  distributed  securities to
file, a registration  statement or in the alternative,  an information statement
which  will  permit  the   distribution  of  such  securities  and  also  permit
distributed  stockholders  of the Company to sell such  distributed  securities.
Notwithstanding  the  forgoing  and  the  filing  of a  registration  statement,
stockholders  in certain states may not be eligible to receive  certain  in-kind
distributions due to state securities law restrictions.                         

F.   Initial Transactions By Company.                                 

The Company's  initial  Investee  Company will be Data. Once the Data venture is
consummated,  and all terms and  conditions  are met the Company  will invest in
other companies. Digi Commerce Corporation will be the Company's second Investee
Company; Digi Commerce will be formed upon Plan confirmation.                   

(i) Acquisition of Data                                     

Data is the  initial  Investee  Company of the  Company.  The  Company  had with
approval of the Bankruptcy Court, acquired 1,000,000 shares of Data common stock
(representing  100% of Data's  total  stock  outstanding)  from  First  Portland
Corporation  (30%  shareholder),  Bernie  Budney  (55%  shareholder)  and  Jande
International  Holdings LLC (15%  shareholder)  by issuing such  shareholders of
Data one share of the Company's  Class A Preferred Stock for every ten shares of
Data common  stock  owned.  The  purchase of 100% of the Data common  stock will
result in Data's  shareholders  holding  100,000 shares of the Class A Preferred
Stock of the Company.  The acquisition of Data also required a $100,000  capital
contribution  from the Company,  and a total capital  contribution of $1,000,000
over a two year period.                                                         

The Company intends to distribute thirty percent (30%), 300,000 shares of common
stock,  of the Data securities  owned by it to  shareholders  who are to receive
securities under the Plan on a Pro Rata basis based upon Units held. The Company
has agreed to provide Data  $1,000,000 (of which $100,000 has already been paid)
over a two year period for operational purposes including  marketing,  sales and
development.  Once Data has  received a total of  $1,000,000,  the Company  will
register the Data stock owned by it with the Securities and Exchange Commission.
The registration of Data stock also will include the common stock resulting from
the  conversion  of the Class A Preferred  Stock.  The Class A  Preferred  Stock
issued in exchange for Data common stock will not be issued  pursuant to Section
1145 of the Bankruptcy  Code. It is anticipated  that the Data Common Stock will
be registered within one year of Plan Confirmation.                             

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As defined by the Plan,  "Class A Preferred  Stock"  means One Hundred  Thousand
(100,000)  shares of Class A Preferred Stock issued by the Company.  The Class A
Preferred  Stock  shall be  convertible  into  common  stock of Data held by the
Company upon the earlier to occur: (i) twelve (12) months from issuance, (ii) an
investment  totaling  $1,000,000  is made in Data  by the  Company,  or  (iii) a
registration with the Securities and Exchange Commission of Data's stock becomes
effective.  The Class A Preferred  Stock shall be  convertible  into Data common
stock pursuant to the following formula:  the converted shares shall be equal to
68% of the total Data common  shares  (3.4  million  shares) to be issued  after
conversion.  Twelve  percent  (12%) of the issued  Data common  shares  (600,000
shares) shall be reserved for private  placements and other stock  issuances and
20% of the Data common shares  (1,000,000  shares) will remain with the Company.
Thus, if all of the Preferred  Class A Stock is converted to the Common Stock of
Data,  the Company will retain 20% of the Data common stock  (1,000,000  shares)
and Company's  Creditors  and Interest  Holders will hold a total of 6% (300,000
shares)  upon  registration  of  the  DataNet  Common  Stock.  Therefore,   upon
conversion  control of Data will shift to the  holders of the Class A  Preferred
Stock.                                                                          

(ii) Data Business Operations and Assets.                   

Data owns the product and distribution  rights to the Pocket MLS. The Pocket MLS
provides  instant access to current,  affordable  and portable  multiple-listing
real property information  instantaneously whether the user is in the office, at
home or on the road.  The  current  product  is a very  basic  personal  digital
assistant  (PDA)  called a  "Reader"  that  realtors  can use to search and view
current MLS information.  There are approximately 5,600 Readers,  1,400 of which
are currently in the field.  The Reader,  along with the software,  replaces the
traditional  MLS printed  catalogue and is updated on a daily basis.  Currently,
Data  has  contracts  with  34 of  the  approximate  1,700  real  estate  boards
nationwide to supply MLS  information to their members by way of the Pocket MLS.
Through Data's proprietary  software and compression  technology,  a user of the
Pocket MLS is able to access the Real Estate  Board's  current  MLS  information
each night, and download multiple listing  information so that the Reader can be
updated.  Currently,  the reader is supplied to realtors at no charge, and users
pay an update fee of $30.00 per month, usually by credit card.                  

Data's products  include the Reader and a PCMCIA card burner and SCCI card which
together  make up the  "loader."  The loader is attached to a personal  computer
which is updated daily through its modem by Data's master  server.  DataNet owns
the Info Reader,  DataNet  Infopak and  Infocard,  the  technology  used for the
Pocket MLS and PCMCIA card, and United States patents are currently pending with
respect to such  technology.  DataNet  has no reason to believe  that its rights
with respect to this technology are subject to challenge.                       

A major  distinction  exists  between  the  ability to access  multiple  listing
services  through the Internet in one's office or by a portable laptop (which is
exceedingly costly) and the Pocket MLS, which costs approximately $30 per month.

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While computer access to MLS information  exists and has existed for a number of
years,  both by desktop computers and laptop,  this information  source is not a
direct  competitor  of the Pocket  MLS,  which is a personal  digital  assistant
(PDA), a new technology. With the PDA, one is able to download the pertinent MLS
information  once a day (in about a minute)  and carry such  information  on the
PCMCIA card, which with DataNet's compression  technology,  holds a large amount
of information and allows one to complete a search in seconds (far faster than a
PC or laptop).  A desktop computer is not portable,  needs an expensive  desktop
program such as Top Performer (tm), to store the MLS information, is slower than
the  Pocket  MLS and  costs  many  times  more than the  Pocket  MLS in terms of
hardware and downloading costs. A huge distinction exists between the market for
laptop/notebook computers and PDAs.                                             

The only direct  competition  known to exist with respect to the Pocket MLS is a
new product that is supposed to be introduced some time in the year 2000 that is
based on the Palm Pilot PDA.  This product  will work off a desktop  program and
will allow the user to  transfer  MLS data from the user's  computer to the Palm
Pilot PDA (instead of printing out a report).  The Palm Pilot PDA does not use a
PCMCIA card or compression  technology,  thus, this technology carries a limited
amount of data and its search capabilities are limited.                         

Data's management team consists of Ely J. Mandell (Ely J. Mandell is the current
President  and CEO of the Company) and Bernie  Budney.  Bernie  Budney is Data's
President; Ely J. Mandell serves as Data's Secretary/Director and Executive Vice
President.                                                                      

(iii) History of Data                                       

Data was formed December 1999 as a Nevada corporation.  Data acquired its assets
from (i) the voluntary foreclosure on the assets of DataNet Enterprises, LLC and
(ii)  the  purchase  of  the  assets  of  Millennium  Information  Systems  Inc.
("Millennium").  DataNet Enterprises, LLC and Millennium were unrelated entities
pursuing the same business  objectives.  Millennium was a separate  company from
DataNet  Enterprises,   LLC  and  was  financially  sound.  Millennium  was  the
distributor of DataNet Enterprises, LLC in Western Canada.                      

DataNet Enterprises, LLC was run solely by David Noles, and Millennium was owned
and  operated  by  Bernie  Budney.  While  Bernie  Budney  will  have an  active
management position in Data, David Noles will not hold a management position and
will  not  be  involved  with  Data.   Data  purchased  the  assets  of  DataNet
Enterprises, LLC but did not assume DataNet Enterprises, LLC's liabilities. Data
also purchased the assets of Millennium.  At the time the Millennium assets were
purchased,  Millennium  was  generating  a  positive  cash flow and had no debt.
DataNet Enterprises,  LLC and Data are two totally different companies. The only
similarity is that they were  marketing the same product.  DataNet  Enterprises,
LLC had over  $3,000,000  in debt and Data  has only  $740,000  in debt.  It was
DataNet  Enterprises,  LLC's  extensive debt that resulted in the liquidation of
its assets.  DataNet Enterprises,  LLC was unable to succeed because the debt it
was  servicing  was  too  high.  The  problems  that  DataNet  Enterprises,  LLC
encountered were twofold. First, it paid too much for its assets when it started
and it was undercapitalized.  Second, DataNet Enterprises LLC did not offer good
customer service and did not aggressively pursue sales. The combination of these
problems caused not to be able to meet its commitments in a timely manner or not
at all.                                                                         

The operating costs experienced by DataNet Enterprises, LLC have been reduced by
Data by over  50% as a  result  of  restructuring  of debt  into  equity  and by
transferring  its call center and computer  operations  center to Canada to take
advantage of the favorable exchange rates between the Canadian and United States
dollar and very competitive phone rates. The foreclosure on DataNet Enterprises,
LLC's  assets  was  voluntary  and at the  request  of Data to insure  that Data
received clean title to the assets.                                             

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(iv) Anticipated Investee Company/ Digi Commerce Inc.       

As soon as practical  after  confirmation  of the Plan,  the Company  intends to
incorporate Digi Commerce, Inc. under the laws of the State of Nevada. Digi will
be a start-up  E-commerce travel  reservations  World Wide Web design Assistance
Company with Internet Service Provider aspects. Digi will provide web design and
access  assistance to merchants in a mall or portal type of setting for specific
travel  destinations  where  Digi  intends  to open its  cafes.  Digi  will also
maintain, market and operate DIGI-commerce.net and DIGI-commerce.com, which will
sell various products,  including  sporting good products in accordance with the
Fogdog Sorts contract over the Internet.                                        

Digi will have  20,000,000  authorized  shares  of common  stock and  10,000,000
authorized shares of preferred stock. Upon formation, Digi shall issue 4,000,000
shares of common stock,  which  constitutes 100% of issued Digi common stock, to
the Company in exchange for a transfer of all of the Company's  assets excluding
the Rights of Action.  The Company intends to distribute thirty percent (30%) of
the Digi stock to parties who are to receive  securities under the Plan on a Pro
Rata basis.  The Digi Stock shall be registered and will not be issued  pursuant
to Section 1145 of the Code.  Ely J. Mandell  shall serve as President  and sole
Director of Digi. Other officers will be named upon formation of Digi.          

G.   Amendment to Charter Documents of the Company and Other Matters  

Amendments to Articles of Incorporation of Digital Technologies Media Group, Inc

On the Effective Date, the Board of Directors of the Company shall be authorized
to amend the Articles of Incorporation and Bylaws to accomplish the following:  

     (i)  Change the Company's name to "Central Capital Venture Corporation," or
such other name as the Board of Directors determines;       

     (ii) Change  the place of  incorporation  of the  Company  to Nevada or any
other state, which the Board of Directors determines;       

(ii) Effect quasi-reorganization for accounting purposes;             

(iii)Authorize 20,000,000 shares of no par value common stock;        

     (iv) Authorize  1,000,000 shares of no par value preferred stock. The Board
          of  Directors  shall   determine  in  their   discretion  the  rights,
          performances,  privileges,  and restrictions  granted to or imposed on
          any wholly unissued class of such shares or any wholly unissued series
of any class of such shares;                                

     (v)  Issue  shares,   warrants  or  other   securities  to  carry  out  any
          transaction contemplated in the Plan without solicitation of or notice
to shareholders;                                            

     (vii)Take all action  necessary and  appropriate  to carry out the terms of
the Plan;                                                   

    (viii)Amend the  Company's  Articles  of  Incorporation  and/or  bylaws to
          provide  the  maximum  indemnification  or  other  protections  to the
          Company's officers and directors that is allowed under applicable law;

     (ix) In accordance with Section  1123(a)(b) of the Code, include within its
          charter a  provision  prohibiting  the  issuance of  nonvoting  equity
securities.                                                 

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H.   The $310,000 Loan Transaction / The Company's Notes                  

Pursuant to Bankruptcy  Court approval,  the Company was authorized to borrow up
to  $310,000  from  several  individuals  and issue its  notes to  evidence  the
indebtedness (the "Company's Certificates of Indebtedness").  The funds from the
Company's   Certificates  of  Indebtedness   will  be  used  to  fund  the  Data
transaction,  the costs  associated with acquisition of 1,000,000 shares of Data
common stock, the costs associated with  reorganizing the Company  including the
printing and mailing of the disclosure  statement materials to all Creditors and
shareholders, as well as general working capital for the Company.               

The net  proceeds  of the loan have been and are used to fund the cash  payments
required under the Plan for  Administrative  Claims and the expenses  associated
with printing and noticing the Plan and disclosure statement,  fund the purchase
of Data and provide capital for post-confirmation operations.                   

The  borrowings  under the  Company's  Notes  constitute  administrative  claims
against the bankruptcy  estate.  Under the terms of the  borrowing,  the Company
agreed  not to  encumber  any  property  of the estate  with  liens or  security
interests not in existence and, not to incur any indebtedness senior in priority
to the indebtedness represented by the Company's Notes.                         

The Company's Notes:                                                            

1. Carry an interest rate of 10% per annum;                                     
2. The  principal  and interest  accrued under the Note shall be due and payable
one year from  issuance;                                                        
3. The Note shall inure to the benefit of and shall be binding on any successors
or assigns of the Company;                                                      
4. If the case is  converted  to Chapter 7, a Chapter 11 trustee is appointed or
the Company's Plan is not confirmed,  the Note shall become  immediately due and
payable;                                                                        
5. The Note may not be transferred, absent registration under the Securities Act
of 1933 or absent an exception from such registration requirements;             
6. The obligations represented by the Company's Note shall constitute a priority
claim pursuant to Section 364(b) of the Bankruptcy Code; and                    

7. On or after the Effective  Date,  holders of the Company's Notes may elect to
convert such Company's Notes to Units at a ratio of 1 Unit per dollar loaned.   

I. Marketing                                                          

Since there was no revenue  during the years ended  December  31, 1998 and 1999,
there is no marketing of any product or service during the reporting periods.   

J. Government and Other Regulation                                    

The Company was inactive and had no employees and had no compliance  issues with
any federal and state governmental agencies.                                    

K. Business Combination                                               

The  Company did not engage in any  business  combination  during the  reporting
periods.                                                                        

L. Events Leading to Chapter 11 Filing                                

Subsequent to July 30, 1996, the Company formed DTG Entertainment, Inc., (DTG) a
wholly  owned  subsidiary  of  the  Company,  to  capitalize  on  the  expanding
international  television  distribution  market  and to become  part of  rapidly
converging  film,  television,  music,  media  and  computer  industries  on the
internet.  DTG purchased assets from  Communication  Services Inc. (CSI),  which
consisted  of various  accounts  receivable  and film  rights,  for  convertible

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preferred stock of the Company,  which was simultaneously  converted into common
stock of the Company. The Company through DTG, intended to develop,  produce and
distribute a film library of television  shows,  made-for-television  movies and
documentary  series.  The Company's  business plan was to raise between $800,000
and  $1,000,000,  together with advances from DTG's licensees and loan proceeds,
to develop and  distribute the DTG Library and to acquire,  produce,  distribute
and exploit a film library of  feature-length  motion  pictures,  documentaries,
educational films, and television series.                                       

Arthur Newberger  ("Newberger")  was the President/CEO and Chairman of the Board
of Directors of DTG.  Newberger  provided an impressive  resume to the Company's
board of directors. As a senior corporate officer for major agencies such as ICM
and Ashley Famous, Newberger represented that he was responsible for guiding the
careers of many  leading  artists and groups,  including  Neil  Diamond,  Stevie
Wonder, Linda Ronstadt and the Ice Capades.                                     

Under  Newberger's  direction,  DTG's  emphasis  was  to be the  acquisition  of
predominantly U.S. produced  theatrical and television product -- product highly
sought  after by both foreign and domestic  buyers.  Newberger  claimed he could
secure exclusive  distribution rights to quality material and could license such
material  to  its  business  contacts  worldwide.   In  addition,  DTG,  through
Newberger,  claimed  to  have  been  offered  the  opportunity  to  represent  a
prestigious  film library  containing over 1,000 hours of family  entertainment,
which was to include  documentaries  and  nature-oriented  series.  The  Company
raised  $325,000 from private  lenders to initiate its business plan.  Newberger
promised  lenders  that their  loans were fully  secured  and would be repaid by
solid  receivables,  escrowed in Marathon  Bank.  DTG's  management  at the time
claimed to have experienced no bad debt in the previous five years, and that any
uncollected receivables pursuant to the escrow would be replaced. Newberger also
represented that DTG possessed a close  relationship with many cable,  broadcast
and independent  networks,  including The Discovery  Channel,  a major worldwide
cable distributor. Newberger furthermore stated DTG was in negotiations with The
Discovery  Channel  regarding  a  co-production  venture for a five day per week
series  featuring  stock  investments.  Newberger  represented  to his  Board of
Directors,  that DTG was developing a four-hour mini-series based on the history
of the Warner Bros. Studio for broadcast on a major U.S.  television network. As
it  turned  out  all  of  the  above  mention   representations   could  not  be
substantiated.                                                                  

On July 30,  1996,  Ely J.  Mandell  was  hired  by the  Company,  as its  Chief
Financial  Officer  and a  Director.  Mr.  Mandell's  responsibilities  included
liaison by and between the Company and the  Company's  auditor,  J. Jay Shapiro,
CPA ("Shapiro"),  and securities  counsel,  as well as instructing the Company's
bookkeeper in software utilization. On or about August 5, 1996, Shapiro produced
his initial audit of the Company for  inclusion in the  Company's  Form 10 to be
filed with the Securities and Exchange Commission ("SEC"). It became apparent to
Ely J. Mandell after being  presented with the Company's  initial audit produced
by Shapiro,  and  comparing  that with DTG's  internal  cash flow  analysis that
something was amiss with the  presentation of DTG's financial  condition.  After
extensive  review  and  investigation,   Ely  J.  Mandell   immediately  brought
allegations of financial misdeeds and fraud against Mr. Arthur Newberger,  DTG's
President  and  CEO,  to both the  Company's  Board of  Directors  and  Shapiro.
Subsequently  a board of  directors  meeting  was  called and  Shapiro  issued a
restated audit,  which  indicated a write down of $800,000 in  receivables.  Mr.
Mandell  physically  removed himself from the Company's  offices on or about the
first week of September 1996 and formally  resigned his position on November 14,
1996.                                                                           
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Approximately seven months later, , Shapiro expressed his concerns in writing to
the Company  regarding the Company's  internal  control system (April 30, 1997),
and requested that the Company immediately hire a qualified  individual to serve
as chief  financial  officer.  Shapiro also instructed the Company to distribute
the  restated  financial   statements  and  its  1996  Form  10-KSB  to  certain
shareholders  and debt  holders  together  with a cover  letter  explaining  the
reasons for restatements and the resulting  financial  impact.  On May 13, 1997,
Shapiro also resigned.  Shapiro had issued three separate opinions for his audit
of fiscal year 1995,  writing the assets down a total of  $3,708,881  due to the
alleged misrepresentations of Newberger and Shapiro's alleged auditing errors.  

On November 8, 1997,  Newberger  resigned  as a  director,  President  and Chief
Executive  Officer  of  the  Company.   The  Board  of  Directors  accepted  his
resignation  and on the same date appointed  David A. Kekich,  President,  Chief
Executive  Officer  and Chief  Financial  Officer.  Kekich  voted to rescind the
acquisition of the CSI assets. On May 18, 1998, Newberger returned the 2,160,000
shares of the Company's stock held by CSI. The other DTG management team members
returned 160,000 shares held by them. The Company retired the 2,320,000 shares. 

A meeting of the  Company's  Board of Directors  was held October 21, 1998. As a
result of the meeting,  Ely J. Mandell was again hired by the Board of Directors
as acting  President of the Company for the purpose of reorganizing  the Company
under Chapter 11 of the Bankruptcy  Code. On January 26, 1999, the Company filed
its petition under Chapter 11 of the Bankruptcy Code.                           

M. Employees                                                          

Currently,  the Company has two  administrative  employees,  Ely J.  Mandell and
David A. Kekich,  who are also  officers and  directors.  The  Bankruptcy  Court
allowed  both  administrators  to  service  the Plan of  Reorganization  for the
Company (a Debtor in Possession).                                               

N. Competition                                                        

The Company is presently engaged Research and Development of Internet e-commerce
sites and has affiliate sites in operation. The company is aware that there is a
multitude of competition all with greater resources than that of the Company.   

O. Take Required Actions                                              

Without  shareholder  approval,  the  Board of  Directors  of  Company  shall be
authorized to take any and all action necessary or appropriate to effectuate any
amendments to the Company's  Certificate of  Incorporation  and/or Bylaws called
for under the Plan and the Board of Directors  and officers of the Company shall
be  authorized  to execute,  verify,  acknowledge,  file and publish any and all
instruments or documents that may be required to accomplish the Plan.           

ITEM 2. DESCRIPTION OF PROPERTY                                                 

The Company's  principal  executive  offices,  consisting of  approximately  850
square feet, are located at 2660 Townsgate Road,  Suite 725,  Westlake  Village,
California 91361. The Company occupies these offices pursuant to a sublease with
Jande International, Holdings, LLC., (of which Mr. Ely Jay Mandell President and
Officer of the Company, is a principal). The sublease commenced January 1999 for
a term of one year at a monthly rate of $500,  since January  2000,  the Company
has maintained said sublease on a  month-to-month  basis.  The Company  believes
that its office space is adequate for its current needs.                        

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ITEM 3. LEGAL PROCEEDINGS                                                       

The Company is not presently  involved in any nonbankruptcy  legal  proceedings,
nor to its knowledge,  is any material litigation threatened against the Company
or its assets.                                                                  

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

There were no matters submitted to shareholders during the fourth quarter of the
fiscal year ended December 31, 1999.                                            

 PART II

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

The  Company's  Common  Stock is not traded on any market and has not traded for
the past nine years.                                                            

(a) Holders:                                                                    
         The  approximate  number of  holders  of record of Common  Shares as of
March 30, 2000, was 3,378.                                                      

(b) Dividends:                                                                  
         The Company has not paid cash  dividends  on its common stock since its
inception.  At the present  time,  the  Company's  anticipated  working  capital
requirements  are such  that it  intends  to follow a policy  of  retaining  any
earnings in order to finance the development of its business.                   

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

The following discussion and analysis should be read together with the financial
statements and notes thereto included elsewhere herein.                         

General                                                                         

The Company is the product of a  reorganization  of two previously  unaffiliated
companies,  Digital  Technologies  Group, Inc.  ("DTG"),  which was organized in
April  1995,  and  Miller  &  Benson  International,  Ltd.  ("M&B"),  which  was
reincorporated in Delaware in January,  1992,  subsequent to the confirmation of
its Plan of  Reorganization  under Chapter 11 of the U.S.  Bankruptcy  Code. For
approximately nine years prior to July 1996, M&B had no operating  business.  In
July 1996,  DTG and M&B completed a  reorganization  (the  "Reorganization")  in
which all of the then  outstanding  shares of common stock of DTG were exchanged
for  4,401,127  shares  of  the  common  stock  of  M&B.  As  a  result  of  the
Reorganization,  DTG became a wholly  owned  subsidiary  of M&B. M&B changed its
name to "Digital  Technologies  Media Group,  Inc." and the  shareholders of DTG
immediately prior to the Reorganization became the owners of approximately 81.5%
of the  outstanding  shares of M&B common  stock.  The  Reorganization  has been
accounted for as a reverse  acquisition as if DTG issued 4,401,127 shares of its
common stock to acquire the net assets of M&B at the time of the Reorganization.

Unless  the  context  indicates  otherwise,  the term  "Company"  refers  to the
operations  of DTG  prior  to and  following  the  Reorganization.  For  further
information  regarding the  Reorganization,  see Note 7 of Notes to Consolidated
Financial Statements.                                                           

The following  discussion and analysis  should be read in  conjunction  with our
financial   statements  and  accompanying  notes  appearing   elsewhere  in  the
Form10-KSB.                                                                     

Overview                                                                        

History of Operations                                                           

Digital Technologies Media Group, Inc., a Delaware  corporation,  is the Company
(a Debtor in possession)  in a Chapter 11 bankruptcy  court case. On January 26,
1999,  the Company filed  bankruptcy  caused by a voluntary  Chapter 11 petition
under the U.S. Bankruptcy code.                                                 

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During the fiscal year ended December 31, 1997,  the Company  ceased  operations
and cancelled 2,320,000 shares of common stock to reverse an asset purchase of a
film entertainment library and related film contracts. The then president of the
Company resigned and by year-end, the existing corporate entity had no assets.  

The Company  remained  dormant until it developed a business plan and then filed
for  bankruptcy  to confirm the plan.  The  Company  purchased  one  enterprise,
DataNet Information  Systems,  Inc. (a Nevada  corporation),  which was acquired
pursuant to Bankruptcy  Court approval on January 19, 2000. The Company  intends
to operate as a Business Development Company,  which is essentially a closed-end
Mutual  fund  specifically  designed  to  engage  in  investments  of  start  up
companies.  Recently,  pursuant to Bankruptcy  Court Order, the Company received
$310,000 in borrowed funds to purchase DataNet Information Systems,  Inc. and to
pay administrative expenses.                                                    

Results of Operations                                                           

We believe that  period-to-period  comparisons of our operating  results are not
necessarily indicators of future performance.  You should consider our prospects
in light of the risks,  expenses  and  difficulties  frequently  encountered  by
companies  experiencing  rapid  growth  and,  in  particular,   rapidly  growing
companies that operate in evolving  markets.  We may not be able to successfully
address these risks and difficulties.                                           

Comparisons of the Years Ended December 31, 1999 and December 31, 1998          

In both years there was no revenue, or gross profit as the Company was inactive.

The operating  expenses  increased to $143,240 in 1999 from $16,632 in 1998 as a
result of the Chapter 11 bankruptcy filing.  Approximately $127,000 was incurred
for accrued legal and  administrative  services to finalize  prepetition  claims
(Liabilities) and a plan of reorganization.  The balance of the expenses was for
rent $6,000 and other typical services related to  administrative  costs.  There
were no taxes or  interest  paid.  The net loss for the reasons  described  were
$143,240  and  $16,632 in 1999 and 1998,  respectively.  All tax losses  will be
carried forward in compliance with IRS regulations.                             

Liquidity and Capital Resources                                                 

The Liquidity of the company is dependent upon the  confirmation  of the plan of
reorganization.  The Company had a bank balance of $74 at December 31, 1999. The
current  liabilities  of  $135,520  will be part of the plan of  reorganization,
except for $7,227 of which most of the accrued expense is to a related party for
rent, equipment and travel expenses.                                            

The  prepetition  liabilities  totaling  $565,549  as  well as the  $127,293  of
professional fees and post petition administrative claims will be converted into
common stock under the plan of  reorganization  subject to final approval of the
Bankruptcy Court.                                                               

The  Company has a going  concern  issue that may be  eliminated  as a result of
borrowing  $310,000,  which was  received  by April 4, 2000.  The  Company  paid
$100,000 for the working capital infusion of DataNet Information Systems,  Inc.,
and is keeping the rest ($210,000) for administrative  expenses. The $310,000 of
notes  payable  can be  converted  into  common  stock at the option of the note
holders. The Company believes that the above facts support that it does not have
a going concern issue.                                                          

Liquidity and Capital Resources                                                 

Initially,  the Company funded its operations  through  borrowings  from private
investors, of which all but two investors subsequently converted such loans into
common stock of the Company in connection  with the reverse  acquisition in July
1996.                                                                           

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Since its  inception,  the Company has  experienced  losses from  operations  of
$750,061 for the period ended  December 31, 1995 and $387,157 for the year ended
December 31, 1996.  The Company has negative  working  capital of  approximately
$654,000.  Accordingly,  the Company  requires  additional sales and collections
and/or it needs to raise  additional  capital to meet its operating needs and to
satisfy  its  outstanding  liabilities.  If the  Company  is unable  to  acquire
additional cash resources,  either from current operations or new financing,  it
may be  unable to  continue  as a going  concern.  The  report of the  Company's
independent  auditor  indicates  that the Company has minimal cash  available to
meet  its  future  operating  requirements  and  that,  therefore,  there  is  a
substantial  doubt  regarding  the  Company's  ability  to  continue  as a going
concern.                                                                        

In the event of  unanticipated  developments  during the next few months,  or to
satisfy  future  funding  requirements,  the  Company  may  attempt  to fund its
operations  through a private offering of securities.  Additional  financing may
not be available when needed or on terms acceptable to the Company.  If adequate
financing is not available,  the Company may be required to delay, scale back or
eliminate  certain of its proposed plans, to relinquish rights to certain of its
products,  or to license or  sublicense to third parties the right to distribute
programs the Company would otherwise seek to develop  itself.  If the Company is
required to take such action, there can be no assurance that the Company will be
able to continue to operate as a going concern.                                 

ITEM 7.  FINANCIAL STATEMENTS                                                   

The following financial  statements are included as a separate section following
the signature page to this Form 10-KSB and are incorporated herein by reference:

DIGITAL TECHNOLOGIES MEDIA GROUP, INC.
 INDEX TO FINANCIAL STATEMENTS

                                                              Page

Report of Oppenheim & Ostrick, CPA's, Independent Auditors            F-2       

Balance Sheet as of December 31, 1998 and 1999                        F-3       

Statement of Income for the Years Ended December 31, 1998                       
(Unaudited) and 1999                                                  F-4       

Statement of Stockholders' Equity for the Years Ended                           
December 31, 1998 (Unaudited) and 1999                                F-5       

Statement of Cash Flows the Years Ended December 31,                            
1998 (Unaudited) and 1999                                             F-6       

Notes to Financial Statements                                         F-7 - F-12

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

There have been  disagreements  with the Company's  former  accountants,  Jay J.
Shapiro  respecting  accounting  and  financial  disclosure  which  the  present
officers  of the  Company  believe  were  materially  incorrect,  and due to the
misrepresentation  by  previous  management.  A copy  of the  letter  of Jay .J.
Shapiro is attached hereto as an Exhibit.  Pursuant to the Disclosure  Statement
Describing the Third Amended Chapter 11 Plan, the Company may pursue a claim for
relief against Jay J. Shapiro.                                                  

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PART III

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

Directors and Executive Officers                                                

The following table sets forth in names, ages and positions of the directors and
executive  officers  of the  Company  as of March 31,  2000.  A  summary  of the
background  and  experience of each of these  individuals is set forth after the
table.                                                                          

Name                   Age        Position                    
----                   ---        --------                    
     Ely J. Mandell         44         President, Chief Executive Office
                  and Director

David A. Kekich        56         Secretary and Director      

Ely J.  Mandell,  President,  and Chief  Executive  Officer,  still  retains his
position  as  Managing  Member of Jande  International  Holdings  LLC, a private
Merchant Bank specializing in bankruptcy and reorganization  investments.  Since
January  1990,  Mr.  Mandell  served as  President of B.D.  Brooke & Company,  a
professional  business  development-consulting  group,  whose clients consist of
small public companies,  (the predecessor of Jande International Holdings, LLC).
Mr.  Mandell in these  capacities  has served on several Public Company Board of
Directors; from August 1990 until March 1993, Mr. Mandell was secretary/director
of Conquest  Ventures,  Inc., a public  company  traded in the  over-the-counter
market. From July 1992 until March 1993, Mr. Mandell was  secretary/director  of
System Controls, Inc., a public company traded on the Electronic Bulletin Board.
Mr. Mandell has also served as director of Electronic Publishing Technologies, a
public company traded on the Electronic  Bulletin  Board.  Mr. Mandell  attended
Arizona  State  University,  and  has  obtained  a  degree  from  Merrill  Lynch
Institute, Donald T. Regan School of Advanced Financial management and holds the
designation of Certified Financial Manager.                                     

David A. Kekich has served as  Secretary  and a Director  of the  Company  since
April  1995.  Mr.  Kekich  is  currently  President  and  founder  of  Red  Tree
International,   a  marketing  and  financial   consulting  company  located  in
Johnstown, Pennsylvania. From 1985 to 1992, Mr. Kekich was engaged in the public
securities markets as a result of his forming and registering three "blind pool"
companies. Mr. Kekich holds a Bachelor of Science Degree from Pennsylvania State
University  and has been licensed in the insurance and real estate fields in the
State of California.                                                            

Compliance with Section 16(a) of the Exchange Act                               

Section 16(a) of the Exchange Act requires the Company's officers and directors,
and persons who  beneficially own more than ten percent of a registered class of
the  Company's  equity  securities,  to file reports of ownership and changes in
ownership  with  the SEC.  Officers,  directors  and  greater  than ten  percent
shareholders  are  required by Exchange Act  regulations  to furnish the Company
with copies of all Section 16(a) forms they file.                               

Based  solely on its  review  of the  copies of such  forms  received  by it, or
written  representations  from  certain  reporting  persons  that  no Form 5 was
required for such persons,  the Company  believes that,  other than as disclosed
below,  during the fiscal year ending December 31, 1999, all filing requirements
applicable  to its officers,  directors and greater than ten percent  beneficial
owners were complied with.                                                      

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ITEM 10.  EXECUTIVE COMPENSATION                                                

The  Company  had no  employees  during  the  reporting  periods.  However,  the
Bankruptcy  Court  appointed  Mr.  Ely J.  Mandell  and Mr.  David A.  Kekich as
Administrators  of the  Company or Debtor in  Possession.  Mr.  Mandell  and Mr.
Kekich have each  accrued  the sum of $3,500 per month from  January 27, 1999 (a
total of $53,967.74  through the period ending May 8, 2000 including  $39,064.51
paid  through  12-31-99).  The  sums  paid  were  paid in  stock in lieu of cash
pursuant to the Plan of  Reorganization,  215,871  Units to Jande  International
Holdings,  LLC  for  Mr.  Mandell's  services  and  215,871  Units  to Red  Tree
International, LLC for Mr. Kekich's services.                                   

The Company  intends to pay directors' fees of $500 each for each meeting of the
Board of Directors.  The Company has no employment contracts but has implemented
a Year 2000 Stock Bonus Plan for Employees and Consultants for 250,000 shares of
stock none of which has yet to be granted.                                      

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT        

The following  table sets forth the beneficial  ownership of Common Stock of the
Company on December 31, 1999 by each director and Named  Executive  Officer,  by
all directors and executive  officers as a group and by all persons known by the
Company to be the  beneficial  owners of more than five percent of the Company's
Common Stock.                                                                   

                           Number of Shares           Percent of
Name and Address               Beneficially Held           Ownership      
----------------               -----------------          ----------      
David A. Kekich                     1,225,000(1)(4)            33.5%            
Arkad Group, LLC                                                                
247 Shekomeko Blvd.                                                             
Johnstown, PA 15905                                                             

B. D. Brooke & Co.                    745,000(2)(4)            20.3%            
955 So. Virginia, #116                                                          
Reno, Nevada 89502                                                              

Madera International, Inc.            500,000(5)               13.6%            
23548 Calabasas Road, Suite 205                                                 
Calabasas, CA 91302                                                             

All directors and executive         1,970,000(1)(2)(4)         53.9%            
officers (as a group, 2 persons)                                                

---------------------------                                                     
(1) Mr.  Kekich,  an officer  and  director  of the  Company,  is Manager  and a
minority  Member of the Arkad Group,  LLC,  which  beneficially  owns  1,080,000
shares of the Company's common stock.                                           

(2) The shares of B. D.  Brooke  and Co.,  are held by Mr.  Ely J.  Mandell,  as
custodian for his three minor children,  and he disclaims any direct or indirect
beneficial ownership of such shares. Jande International  Holdings,  LLC, is the
successor  to B. D.  Brooke &  Company,  in which Mr.  Mandell  is the  Managing
Member, and maintains a 20% ownership interest, and 80% voting control.         

(4) In March 2000 the  Company's  current  Board of Directors  withdrew the 1996
Employee and  Consultant  Stock Bonus Plan, and rescinded all issuances of stock
of said plan,  including the Form S-8 share issuance.  Mr. Mandell owned, in his
own name,  145,000 shares of the Company's common stock,  pursuant to that plan,
and Mr. Kekich owned,  in his own name,  145,000 shares of the Company's  Common
Stock, pursuant to that plan all of which shares were cancelled in March 2000.  

(5) Madera International,  Inc., transferred all of the stock beneficially owned
by it to Gateway Industries Limited, on March 29, 1997.                         

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ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                        

On May 1,  1995,  Digital  Technologies  Group,  Inc.  ("DTG")  a  wholly  owned
subsidiary   of  the   Registrant,   acquired   from   Communications   Services
International  ("CSI"),  a foreign  corporation,  certain assets  including film
distribution  rights to several  television  series and some film  contracts  in
exchange for a $3,000,000  Promissory Note,  secured by the assets purchased and
guaranteed by Mr. Kekich,  an officer and director of DTG. In  conjunction  with
the  acquisition of assets from CSI, Arthur  Newberger,  an officer and minority
shareholder of CSI (later suspected to be the only  shareholder of CSI),  became
President and Chief  Executive  Officer of DTG. In November 1995, the $3,000,000
Promissory  Note was converted into preferred stock of DTG. Upon the acquisition
by the  Registrant of DTG, in July 1996,  CSI received  2,160,000  shares of the
Registrant's common stock in exchange for the DTG Common Stock and Mr. Newberger
became President and Chief Executive Officer of the Registrant.  Other than this
one  transaction,  the Registrant has not had any further  business or financial
relationships with CSI. In July 1996,Mr.  Newberger organized CSI Ventures, S.A.
("CSIV")  and  transferred  his minority  ownership in CSI to CSIV.  In December
1996,  CSIV  acquired the  2,160,000  shares of the  Registrant  owned by CSI in
exchange for CSIV's  ownership in CSI. In November  1997 Mr.  Newberger  had his
2,160,000  shares  cancelled  by the  Company  and the film  contracts  and film
library reverted to his former company.                                         

Ely J.  Mandell had been a director and Chief  Financial  Officer of the Company
from June 1996 until he resigned in November  1996").  It became apparent to Mr.
Mandell after being  presented  with the Company's  initial audit produced by J.
Jay  Shapiro & Company  Independent  Auditors,  and  comparing  that with  DTG's
internal cash flow analysis given to him by Arthur Newberger, that something was
amiss with the presentation of DTG's financial condition. After extensive review
and investigation,  Ely J. Mandell  immediately brought allegations of financial
misdeeds  against  Arthur  Newberger,  DTG's  President  and  CEO,  to both  the
Company's Board of Directors and J. Jay Shapiro & Company  Independent  Auditors
to the Registrant. Subsequently, a board meeting was called and Jay J. Shapiro &
Company  issued a restated  audit,  which  indicated a write down of $800,000 in
receivables,  Ely J. Mandell was then forced to resign by Mr. Newberger. As part
of a  severance  pay  package,  Mr.  Mandell  was issued  145,000  shares of the
Company's Common Stock valued at $.08 per share. Mr. Kekich and Mr. Mandell were
also  appointed  and  served  as  administrators  of the  Company  as  Debtor in
Possession in the Bankruptcy Proceeding.                                        

 PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K                                      

The following documents are filed as part of this report:                       

(1)  Financial statements are attached hereto starting on page F-2 hereof.      

(2)  Letter from Jay J. Shapiro,  C.P.A addressed to the previous  management of
the registrant, dated April 30, 1997                                  

(3)  Letter of resignation of Jay J. Shapiro, C.P.A, a professional corporation,
dated May 13, 1997                                                    

(4)  Consent of John Holt Smith, Esq. to "Legal Matters", dated June 13, 2000.  

Reports on Form 8-K.                                                            

     Incorporated  by reference to the  Registrant's  Current Report on Form 8-K
dated November 4, 1999.                                                         

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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.                                                                     

                                          DIGITAL TECHNOLOGIES MEDIA GROUP, INC.

Date:  June 15, 2000                         By: /s/ Ely J. Mandell             
                                          ------------------------
                                    Ely J. Mandell
                               President

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

Signature                        Title                              Date  
---------                        -----                              ----  

/s/ Ely J. Mandell         President, Chief Executive              June 15, 2000
---------------            Officer and Director                                 
Ely J.  Mandell                                                                 

/s/ David A. Kekich        Secretary and Director                  June 15, 2000
-------------------                                                             
David Kekich                                                                    

17

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10KSB’ Filing		Date		First		Last			Other Filings
Filed on:		6/15/00		19
		6/13/00		18
		5/8/00		17					8-K,  8-K/A
		4/4/00		14
		3/31/00		16					10-Q
		3/30/00		13
		1/19/00		14
For Period End:		12/31/99		1		17
		11/4/99		18					8-K
		1/27/99		17
		1/26/99		3		13
		12/31/98		1		15			NTN 10Q
		10/21/98		12
		5/18/98		12
		12/31/97		14
		11/8/97		12
		5/13/97		12		18
		4/30/97		12		18
		3/29/97		17
		12/31/96		15					10KSB,  NT 10-K
		11/14/96		11
		8/5/96		11
		7/30/96		10		11			8-K,  8-K/A
		12/31/95		15
		5/1/95		18
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