Media Equities International LLC – ‘SC 13D/A’ on 2/7/00 re: Newstar Media Inc

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No 5                                        41    141K 

Document Table of Contents

SC 13D/A
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

(RULE 13D-101)

Information to be Included in Statements Filed Pursuant to
 Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)

 Under the Securities Exchange Act of 1934
(Amendment No. 5)*

 NEWSTAR MEDIA INC. (f/k/a DOVE ENTERTAINMENT, INC.)

(Name of Issuer)

 Common Stock, $0.01 par value

(Title of Class of Securities)

 652503 10 3
(CUSIP Number)

Mr. Terrence A. Elkes                              Jonathan Klein, Esq.         
500 Fifth Avenue                                   Gordon Altman Weitzen        
Suite #3520                                        Shalov & Wein LLP            
New York, New York 10110                           114 West 47th Street, 20th   
                           Floor
                                              New York, New York 10036
                                    (212) 626-0800

 (Name, Address and Telephone Number of Person Authorized to
 Receive Notices and Communications)

 December 19, 1999
 (Date of Event Which Requires Filing of This Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule  because of Rule 13d- 1(e),  13d-1(f) or 13d-1(g),  check the following
box. [ ]                                                                        

NOTE.  Schedules  filed in paper format shall include a signed original and five
copies of the  schedule,  including  all  exhibits.  See Rule 13d-7(b) for other
parties to whom copies are to be sent.                                          

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.                                     

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18                                     

                                   1

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of the  Securities  Exchange  Act of 1934  ("Act") or  otherwise  subject to the
liabilities  of that  section  of the Act but  shall  be  subject  to all  other
provisions of the Act (however, SEE the Notes).                                 

                                   2

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                                   13D

CUSIP No. 652503103                                                             

1    Name of Reporting Person                                                   
Media Equities International, LLC                           

I.R.S. Identification Nos. of Above Persons (Entities Only)           

2    Check the Appropriate Box if a Member of a Group*                          
                                                                       (a)   / /
                                                                       (b)   / /

3    SEC Use Only                                                               

4    Source of Funds*                                                           
00                                                          

5    Check Box if Disclosure of Legal  Proceedings  is Required  Pursuant to    
     Item 2(d) or 2(e)                                                       / /

6    Citizenship or Place of Organization                                       
New York                                                    

7     Sole Voting Power                                                         
7,642,042 shares                                            

8     Shared Voting Power                                                       
0 shares                                                    

9     Sole Dispositive Power                                                    
7,642,042 shares                                            

10    Shared Dispositive Power                                                  
0 shares                                                    

11   Aggregate Amount Beneficially Owned By Each Reporting Person               
7,642,042 shares                                            

12   Check Box if the Aggregate Amount in Row (11) Excludes                     
    Certain Shares*                                                        / /

13   Percent of Class Represented by Amount in Row (11)                         
27.5%                                                       

14   Type of Reporting Person*                                                  
OO                                                          

                                   3

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 13D

CUSIP No. 652503103                                                             

1    Name of Reporting Person                                                   
Apollo Partners LLC                                         

I.R.S. Identification Nos. of Above Persons (Entities Only)           

2    Check the Appropriate Box if a Member of a Group*                          
                                                                        (a)  / /
                                                                        (b)  / /

3    SEC Use Only                                                               

4    Source of Funds*                                                           
OO                                                          

5    Check Box if Disclosure of Legal  Proceedings  is Required  Pursuant to    
    Item 2(d) or 2(e)                                                      / /

6    Citizenship or Place of Organization                                       
Connecticut                                                 

7    Sole Voting Power                                                          
0 shares                                                    

8    Shared Voting Power                                                        
0 shares                                                    

9    Sole Dispositive Power                                                     
0 shares                                                    

10   Shared Dispositive Power                                                   
0 shares                                                    

11   Aggregate Amount Beneficially Owned By Each Reporting Person               
0 shares                                                    

12   Check Box if the Aggregate Amount in Row (11) excludes                     
     Certain Shares*                                                         / /

13   Percent of Class Represented by Amount in Row (11)                         
0%                                                          

14   Type of Reporting Person*                                                  
OO                                                          

                                   4

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 13D
CUSIP                                                                           
No. 652503103                                                                   

1    Name of Reporting Person                                                   
Terrence A. Elkes                                           

I.R.S. Identification Nos. of Above Persons (Entities Only)           

2    Check the Appropriate Box if a Member of a Group*                          
                                                                       (a)   / /
                                                                       (b)   / /

3    SEC Use Only                                                               

4    Source of Funds*                                                           
OO                                                          

5    Check Box if Disclosure of Legal  Proceedings  is Required  Pursuant to    
     Item 2(d) or 2(e)                                                       / /

6    Citizenship or Place of Organization                                       
United States                                               

7    Sole Voting Power                                                          
4,596,515 shares (1)                                        

8    Shared Voting Power                                                        
7,642,042 shares                                            

9    Sole Dispositive Power                                                     
4,596,515 shares (1)                                        

10   Shared Dispositive Power                                                   
7,642,042 shares                                            

11   Aggregate Amount Beneficially Owned By Each Reporting Person               
12,238,557 shares (1)                                       

12   Check Box if the Aggregate Amount in Row (11) excludes                     
     Certain Shares*                                                         / /

13   Percent of Class Represented by Amount in Row (11)                         
43.8%                                                       

14   Type of Reporting Person*                                                  
IN                                                          

---------------                                                                 
(1) See Item 5.                                                                 

                                   5

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 13D
CUSIP                                                                           
No. 652503103                                                                   

1    Name of Reporting Person                                                   
Kenneth F. Gorman                                           

I.R.S. Identification Nos. of Above Persons (Entities Only)           

2    Check the Appropriate Box if a Member of a Group*                          
                                                                       (a)   / /
                                                                       (b)   / /

3    SEC Use Only                                                               

4    Source of Funds*                                                           
OO                                                          

5    Check Box if Disclosure of Legal  Proceedings  is Required  Pursuant to    
     Item 2(d) or 2(e)                                                       / /

6    Citizenship or Place of Organization                                       
United States                                               

7    Sole Voting Power                                                          
4,596,514 shares (1)                                        

8    Shared Voting Power                                                        
7,642,042 shares                                            

9    Sole Dispositive Power                                                     
4,596,514 shares (1)                                        

10   Shared Dispositive Power                                                   
7,642,042 shares                                            

11   Aggregate Amount Beneficially Owned By Each Reporting Person               
12,238,556 shares (1)                                       

12   Check Box if the Aggregate Amount in Row (11) excludes                     
     Certain Shares*                                                         / /

13   Percent of Class Represented by Amount in Row (11)                         
43.8%                                                       

14   Type of Reporting Person*                                                  
IN                                                          

---------------                                                                 
(1) See Item 5.                                                                 

                                   6

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                                   13D

CUSIP                                                                           
No. 652503103                                                                   

1    Name of Reporting Person                                                   
H.A.M. Media Group, LLC                                     

I.R.S. Identification Nos. of Above Persons (Entities Only)           

2 Check the Appropriate Box if a Member of a Group*                             
                                                                       (a)   / /
                                                                       (b)   / /

3    SEC Use Only                                                               

4    Source of Funds*                                                           
OO                                                          

5    Check Box if Disclosure of Legal  Proceedings  is Required  Pursuant to    
     Item 2(d) or 2(e)                                                       / /

6    Citizenship or Place of Organization                                       
New York                                                    

7    Sole Voting Power                                                          
0 shares                                                    

8    Shared Voting Power                                                        
7,642,042 shares                                            

9    Sole Dispositive Power                                                     
0  shares                                                   

10   Shared Dispositive Power                                                   
7,642,042 shares                                            

11   Aggregate Amount Beneficially Owned By Each Reporting Person               
7,642,042 shares                                            

12   Check Box if the Aggregate  Amount in Row (11) excludes Certain Shares*    
                                                                             / /

13   Percent of Class Represented by Amount in Row (11)                         
27.5%                                                       

14   Type of Reporting Person*                                                  
OO                                                          

                                   7

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 13D

CUSIP                                                                           
No. 652503103                                                                   

1    Name of Reporting Person                                                   
John T. Healy                                               

I.R.S. Identification Nos. of Above Persons (Entities Only)           

2    Check the Appropriate Box if a Member of a Group*                          
                                                                       (a)   / /
                                                                       (b)   / /

3    SEC Use Only                                                               

4    Source of Funds*                                                           
PF, OO                                                      

5    Check Box if Disclosure of Legal  Proceedings  is Required  Pursuant to    
     Item 2(d) or 2(e)                                                       / /

6    Citizenship or Place of Organization                                       
United States                                               

7    Sole Voting Power                                                          
75,000 shares (1)                                           

8    Shared Voting Power                                                        
7,642,042 shares                                            

9    Sole Dispositive Power                                                     
75,000 shares (1)                                           

10   Shared Dispositive Power                                                   
7,642,042 shares                                            

11   Aggregate Amount Beneficially Owned By Each Reporting Person               
7,717,042 shares (1)                                        

12   Check Box if the Aggregate Amount in Row (11) excludes                     
     Certain Shares*                                                         / /

13   Percent of Class Represented by Amount in Row (11)                         
27.7%                                                       

14   Type of Reporting Person*                                                  
IN                                                          

---------------                                                                 
(1) See Item 5.                                                                 

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                                   13D
CUSIP                                                                           
No. 652503103                                                                   

1    Name of Reporting Person                                                   
Bruce Maggin                                                

I.R.S. Identification Nos. of Above Persons (Entities Only)           

2    Check the Appropriate Box if a Member of a Group*                          
                                                                       (a)   / /
                                                                       (b)   / /
3    SEC Use Only                                                               

4    Source of Funds*                                                           
PF, OO                                                      

5    Check Box if Disclosure of Legal  Proceedings  is Required  Pursuant to    
Item 2(d) or 2(e) / /                                                 

6    Citizenship or Place of Organization                                       
United States                                               

7    Sole Voting Power                                                          
70,000 shares (1)                                           

8    Shared Voting Power                                                        
7,642,042 shares                                            

9    Sole Dispositive Power                                                     
70,000 shares (1)                                           

10   Shared Dispositive Power                                                   
7,642,042 shares                                            

11   Aggregate Amount Beneficially Owned By Each Reporting Person               
7,712,042 shares (1)                                        

12   Check Box if the Aggregate Amount in Row (11) excludes                     
     Certain Shares*                                                         / /

13   Percent of Class Represented by Amount in Row (11)                         
27.7%                                                       

14   Type of Reporting Person*                                                  
IN                                                          

---------------                                                                 
(1) See Item 5.                                                                 

                                   9

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                                   13D
CUSIP                                                                           
No. 652503103                                                                   

1    Name of Reporting Person                                                   
Ronald Lightstone                                           

I.R.S. Identification Nos. of Above Persons (Entities Only)           

2    Check the Appropriate Box if a Member of a Group*                          
                                                                       (a)   / /
                                                                       (b)   / /
3    SEC Use Only                                                               

4    Source of Funds*                                                           
PF,00                                                       

5    Check Box if Disclosure of Legal  Proceedings  is Required  Pursuant to    
     Item 2(d) or 2(e)                                                       / /

6    Citizenship or Place of Organization                                       
United States                                               

7    Sole Voting Power                                                          
1,379,798 shares (1)                                        

8    Shared Voting Power                                                        
7,642,042 shares                                            

9    Sole Dispositive Power                                                     
1,379,798 shares (1)                                        

10   Shared Dispositive Power                                                   
7,642,042 shares                                            

11   Aggregate Amount Beneficially Owned By Each Reporting Person               
9,021,840 shares (1)                                        

12   Check Box if the Aggregate Amount in Row (11) excludes                     
     Certain Shares*                                                         / /

13   Percent of Class Represented by Amount in Row (11)                         
31.9%                                                       

14   Type of Reporting Person*                                                  
IN                                                          

---------------                                                                 
(1) See Item 5.                                                                 

                                  10

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                                   13D

CUSIP                                                                           
No. 652503103                                                                   

1    Name of Reporting Person                                                   
Elkes Limited Partnership                                   

I.R.S. Identification Nos. of Above Persons (Entities Only)           

2    Check the Appropriate Box if a Member of a Group*                          
                                                                       (a)   / /
                                                                       (b)   / /

3    SEC Use Only                                                               

4    Source of Funds*                                                           
OO                                                          

5    Check Box if Disclosure of Legal Proceedings is Required                   
     Pursuant to Item 2(d) or 2(e)                                           / /

6    Citizenship or Place of Organization                                       
Delaware                                                    

7   Sole Voting Power                                                           
4,426,515 shares                                            

8    Shared Voting Power                                                        
0 shares                                                    

9    Sole Dispositive Power                                                     
4,426,515 shares                                            

10   Shared Dispositive Power                                                   
0 shares                                                    

11   Aggregate Amount Beneficially Owned By Each Reporting Person               
4,426,515 shares                                            

12   Check Box if the Aggregate Amount in Row (11) excludes                     
     Certain Shares*                                                         / /

13   Percent of Class Represented by Amount in Row (11)                         
20.5%                                                       

14   Type of Reporting Person*                                                  
PN                                                          

                                  11

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 13D

CUSIP                                                                           
No. 652503103                                                                   

1    Name of Reporting Person                                                   
Gorman Limited Partnership                                  

I.R.S. Identification Nos. of Above Persons (Entities Only)           

2    Check the Appropriate Box if a Member of a Group*                          
                                                                       (a)   / /
                                                                       (b)   / /

3    SEC Use Only                                                               

4    Source of Funds*                                                           
00                                                          

5    Check Box if Disclosure of Legal  Proceedings  is Required  Pursuant to    
     Item 2(d) or 2(e)                                                       / /

6    Citizenship or Place of Organization                                       
Delaware                                                    

7    Sole Voting Power                                                          
4,476,514 shares                                            

8    Shared Voting Power                                                        
0 shares                                                    

9    Sole Dispositive Power                                                     
4,476,514 shares                                            

10   Shared Dispositive Power                                                   
0 shares                                                    

11   Aggregate Amount Beneficially Owned By Each Reporting Person               
4,476,514 shares                                            

12   Check Box if the Aggregate Amount in Row (11) excludes                     
     Certain Shares*                                                         / /

13   Percent of Class Represented by Amount in Row (11)                         
20.7%                                                       

14   Type of Reporting Person*                                                  
PN                                                          

                                  12

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 13D

CUSIP                                                                           
No. 652503103                                                                   

1    Name of Reporting Person                                                   
MDJ Investments, Limited                                    

I.R.S. Identification Nos. of Above Persons (Entities Only)           

2    Check the Appropriate Box if a Member of a Group*                          
                                                                       (a)   / /
                                                                       (b)   / /

3    SEC Use Only                                                               

4    Source of Funds*                                                           
00                                                          

5    Check Box if Disclosure of Legal  Proceedings  is Required  Pursuant to    
     Item 2(d) or 2(e)                                                       / /

6    Citizenship or Place of Organization                                       
Delaware                                                    

7    Sole Voting Power                                                          
0 shares                                                    

8    Shared Voting Power                                                        
7,642,042 shares                                            

9    Sole Dispositive Power                                                     
0 shares                                                    

10   Shared Dispositive Power                                                   
7,642,042 shares                                            

11   Aggregate Amount Beneficially Owned By Each Reporting Person               
7,642,042 shares                                            

12   Check Box if the Aggregate Amount in Row (11) excludes                     
     Certain Shares*                                                         / /

13   Percent of Class Represented by Amount in Row (11)                         
27.5%                                                       

14   Type of Reporting Person*                                                  
CO                                                          

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 13D

CUSIP                                                                           
No. 652503103                                                                   

1    Name of Reporting Person                                                   
Joseph J. Bradley                                           

I.R.S. Identification Nos. of Above Persons (Entities Only)           

2 Check the Appropriate Box if a Member of a Group*                             
                                                                       (a)   / /
                                                                       (b)   / /

3    SEC Use Only                                                               

4    Source of Funds*                                                           
00                                                          

5    Check Box if Disclosure of Legal  Proceedings  is Required  Pursuant to    
     Item 2(d) or 2(e)                                                       / /

6    Citizenship or Place of Organization                                       
United States                                               

7    Sole Voting Power                                                          
0 shares                                                    

8    Shared Voting Power                                                        
7,642,042 shares                                            

9    Sole Dispositive Power                                                     
0 shares                                                    

10   Shared Dispositive Power                                                   
7,642,042 shares                                            

11   Aggregate Amount Beneficially Owned By Each Reporting Person               
7,642,042 shares                                            

12   Check Box if the Aggregate Amount in Row (11) excludes                     
     Certain Shares*                                                         / /

13   Percent of Class Represented by Amount in Row (11)                         
27.5%                                                       

14   Type of Reporting Person*                                                  
IN                                                          

                                  14

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 13D

CUSIP                                                                           
No. 652503103                                                                   

1    Name of Reporting Person                                                   
Mitzi Elkes                                                 

I.R.S. Identification Nos. of Above Persons (Entities Only)           

2    Check the Appropriate Box if a Member of a Group*                          
                                                                       (a)   / /
                                                                       (b)   / /

3    SEC Use Only                                                               

4    Source of Funds*                                                           
00                                                          

5    Check Box if Disclosure of Legal  Proceedings  is Required  Pursuant to    
     Item 2(d) or 2(e)                                                       / /

6    Citizenship or Place of Organization                                       
United States                                               

7    Sole Voting Power                                                          
0 shares                                                    

8    Shared Voting Power                                                        
7,642,042 shares                                            

9    Sole Dispositive Power                                                     
0 shares                                                    

10   Shared Dispositive Power                                                   
7,642,042 shares                                            

11   Aggregate Amount Beneficially Owned By Each Reporting Person               
7,642,042 shares                                            

12   Check Box if the Aggregate Amount in Row (11) excludes                     
     Certain Shares*                                                         / /

13   Percent of Class Represented by Amount in Row (11)                         
27.5%                                                       

14   Type of Reporting Person*                                                  
IN                                                          

                                  15

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 13D

CUSIP                                                                           
No. 652503103                                                                   

1    Name of Reporting Person                                                   
David Elkes                                                 

I.R.S. Identification Nos. of Above Persons (Entities Only)           

2    Check the Appropriate Box if a Member of a Group*                          
                                                                       (a)   / /
                                                                       (b)   / /

3    SEC Use Only                                                               

4    Source of Funds*                                                           
00                                                          

5    Check Box if Disclosure of Legal  Proceedings  is Required  Pursuant to    
     Item 2(d) or 2(e)                                                       / /

6    Citizenship or Place of Organization                                       
United States                                               

7    Sole Voting Power                                                          
0 shares                                                    

8    Shared Voting Power                                                        
7,642,042 shares                                            

9    Sole Dispositive Power                                                     
0 shares                                                    

10   Shared Dispositive Power                                                   
7,642,042 shares                                            

11   Aggregate Amount Beneficially Owned By Each Reporting Person               
7,642,042 shares                                            

12   Check Box if the Aggregate Amount in Row (11) excludes                     
     Certain Shares*                                                         / /

13   Percent of Class Represented by Amount in Row (11)                         
27.5%                                                       

14   Type of Reporting Person*                                                  
IN                                                          

                                  16

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 13D

CUSIP                                                                           
No. 652503103                                                                   

1    Name of Reporting Person                                                   
Joseph Macdonell                                            

I.R.S. Identification Nos. of Above Persons (Entities Only)           

2    Check the Appropriate Box if a Member of a Group*                          
                                                                       (a)   / /
                                                                       (b)   / /

3    SEC Use Only                                                               

4    Source of Funds*                                                           
00                                                          

5    Check Box if Disclosure of Legal  Proceedings  is Required  Pursuant to    
     Item 2(d) or 2(e)                                                       / /

6    Citizenship or Place of Organization                                       
United States                                               

7    Sole Voting Power                                                          
0 shares                                                    

8    Shared Voting Power                                                        
7,642,042 shares                                            

9    Sole Dispositive Power                                                     
0 shares                                                    

10   Shared Dispositive Power                                                   
7,642,042 shares                                            

11   Aggregate Amount Beneficially Owned By Each Reporting Person               
7,642,042 shares                                            

12   Check Box if the Aggregate Amount in Row (11) excludes                     
     Certain Shares*                                                         / /

13   Percent of Class Represented by Amount in Row (11)                         
27.5%                                                       

14   Type of Reporting Person*                                                  
IN                                                          

                                  17

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 13D

CUSIP                                                                           
No. 652503103                                                                   

1    Name of Reporting Person                                                   
Maura Nash Gorman                                           

I.R.S. Identification Nos. of Above Persons (Entities Only)           

2    Check the Appropriate Box if a Member of a Group*                          
                                                                       (a)   / /
                                                                       (b)   / /

3    SEC Use Only                                                               

4    Source of Funds*                                                           
00                                                          

5    Check Box if Disclosure of Legal  Proceedings  is Required  Pursuant to    
     Item 2(d) or 2(e)                                                       / /

6    Citizenship or Place of Organization                                       
United States                                               

7    Sole Voting Power                                                          
0 shares                                                    

8    Shared Voting Power                                                        
7,642,042 shares                                            

9    Sole Dispositive Power                                                     
0 shares                                                    

10   Shared Dispositive Power                                                   
7,642,042 shares                                            

11   Aggregate Amount Beneficially Owned By Each Reporting Person               
7,642,042 shares                                            

12   Check Box if the Aggregate Amount in Row (11) excludes                     
     Certain Shares*                                                         / /

13   Percent of Class Represented by Amount in Row (11)                         
27.5%                                                       

14   Type of Reporting Person*                                                  
IN                                                          

                                  18

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 AMENDMENT NO. 5 TO SCHEDULE 13D

   This statement, dated February 2, 2000 constitutes Amendment No. 5 to the
Schedule 13D, dated March 28, 1997, regarding the reporting persons' ownership  
of certain securities of NewStar Media Inc. (formerly known as Dove             
Entertainment, Inc.) (the "Issuer").                                            

ITEM 1.  Security and Issuer                                                    

(a)      Common Stock, $0.01 par value per share (CUSIP No.   
652503 10 3) ("Common Stock").              

(b)      Warrants ("Warrant") entitling the holder to purchase
     an aggregate of 3,000,000 shares of Common Stock,
      exercisable immediately upon issuance, pursuant to
      which the following exercise prices and expiration
       dates are applicable, respectively, with respect to
           three equal tranches of the underlying shares of Common
          Stock:  (i) $2.00 per share with an expiration date of
           March 27, 2000; (ii) $2.50 per share with an expiration
          date of March 27, 2000; and (iii) $3.00 per share with
an expiration date of March 27, 2001.       

 (c)      Series B Preferred Stock, $0.01 par value (the "Series
           B Preferred Stock") entitling the holder to convert one
        share of Series B Preferred Stock into 500 shares of
           Common Stock (subject to adjustment),following the date
          of six months after issuance, at a conversion price of
        $2.00 per share, and redeemable at the option of the
      Issuer, in whole or in part, at any time after the
       fifth anniversary of the date of the Certificate of
          Determination relating to the issuance of the Series B
        Preferred Stock, subject to certain conditions.  The
           holders of the Series B Preferred Stock are entitled to
         vote as a single class together with all other voting
       classes and stock on all actions to be taken by the
     stockholders of the Issuer except with respect to
           voting for the election of directors, in which case, so
        long as the reporting persons hereunder own at least
      750,000 shares of Common Stock (assuming for these
        purposes that the shares of Series B Preferred Stock
          were converted in their entirety) and so long as Media
     Equities holds a majority of the initially issued
          shares of Series B Preferred Stock, the holders of the
      Series B Preferred Stock are entitled to elect one
third of the directors of the Issuer.       

 (d)      Series C Preferred Stock, $0.01 par value (the "Series
           C Preferred Stock") entitling the holder to convert one
        share of Series C Preferred Stock into 500 shares of
       Common Stock (subject to adjustment), following the
      date of six months after issuance, at a conversion
          price of $2.00 per share, and redeemable at the option
         of the Issuer, in whole or in part, at any time after
           the fifth anniversary of the date of the Certificate of
          Determination relating to the issuance of the Series C

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                  Preferred Stock, subject to certain conditions. The holders of
                  the Series C Preferred  Stock are entitled to vote as a single
                  class  together with all other voting classes and stock on all
          actions to be taken by the stockholders of the Issuer.

 (e)      Series D Preferred Stock, $0.01 par value (the "Series
           D Preferred Stock") entitling the holder to convert one
         share of Series D Preferred Stock into 1.20497 shares
          of Common Stock, at a conversion price of $3.31958 per
         share, and redeemable at the option of the Issuer, in
 whole or in part, at any time after the fifth
 anniversary of the date of the Certificate of
          Determination relating to the issuance of the Series D
        Preferred Stock, subject to certain conditions.  The
           holders of the Series D Preferred Stock are entitled to
         vote as a single class together with all other voting
       classes and stock on all actions to be taken by the
       stockholders of the Issuer.  The Series B Preferred
          Stock, Series C Preferred Stock and Series D Preferred
 Stock are sometimes referred to herein as the
"Preferred Stock".                          

         (f)      Stock  Options  granted  pursuant  to the Stock  Option  Plan,
                  adopted  by the Board of  Directors  of the Issuer on July 21,
              1999 and approved by the shareholders on January 18, 2000.

(g)      NewStar Media Inc.                                   
8955 Beverly Boulevard                      
Los Angeles, California 90048               

ITEM 2.  Identity and Background                                                

1.                                                                              

         (a)      Media  Equities  International,   LLC  ("Media  Equities"),  a
                  limited   liability   company   organized  under  the  limited
    liability company laws of the State of New York.

(b)      Address:  500 5th Avenue, Suite #3520, New York, NY  
10110                                       

(c)      Principal Business:  Investments and consulting.     

         (d)      Within the last five (5) years,  Media  Equities  has not been
convicted in any criminal proceeding.       

 (e)      Within the last five (5) years, Media Equities has not
         been a party to any civil proceeding of a judicial or
       administrative body of competent jurisdiction which
  resulted in a judgment, decree, or final order
     enjoining future violations of, or prohibiting or
     mandating activities subject to, federal or state
    securities laws or a finding of a violation with
respect to such laws.                       

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The members of Media Equities are H.A.M. Media Group LLC and  
Ronald Lightstone.                                            

2.                                                                              

         (a)      Apollo Partners LLC ("Apollo"),  a limited  liability  company
                  organized under the Limited Liability Company Act of the State
   of Connecticut, and a member of Media Equities.

(b)      Address:  500 5th Avenue, Suite #3520, New York, NY  
10110                                       

(c)      Principal Business:  Investments                     

         (d)      Within the last five (5) years,  Apollo has not been convicted
in any criminal proceeding.                 

(e)      Within the last five (5) years, Apollo has not been a
  party to any civil proceeding of a judicial or
       administrative body of competent jurisdiction which
  resulted in a judgment, decree, or final order
     enjoining future violations of, or prohibiting or
     mandating activities subject to, federal or state
    securities laws or a finding of a violation with
respect to such laws.                       

Terrence A. Elkes and Kenneth F. Gorman are the members and                     
managers of Apollo.                                                             

3.                                                                              

(a)      Terrence A. Elkes                                    

  (b)      Address:  Apollo Partners, 500 5th Avenue, Suite #3520,
New York, NY 10110                          

(c)      Principal occupation:  Investor                      

         (d)      Within  the last five (5) years,  Terrence  Elkes has not been
                  convicted  in  any  criminal  proceeding   (excluding  traffic
 violations and similar misdemeanors, if any).

 (e)      Within the last five (5) years, Terrence Elkes has not
         been a party to any civil proceeding of a judicial or
       administrative body of competent jurisdiction which
  resulted in a judgment, decree, or final order
     enjoining future violations of, or prohibiting or
     mandating activities subject to, federal or state
    securities laws or a finding of a violation with
respect to such laws.                       

(f)      Citizenship:  United States.                         

Terence A. Elkes is a manager of Media Equities, a member and                   
manager of Apollo, the managing general partner of Elkes Limited                

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Partnership, and the Chairman of the Board of Directors of the Issuer.          

4.                                                                              

(a)      Kenneth F. Gorman                                    

  (b)      Address:  Apollo Partners, 500 5th Avenue, Suite #3520,
New York, NY 10110                          

(c)      Principal occupation:  Investor                      

         (d)      Within  the last five (5) years,  Kenneth  Gorman has not been
                  convicted  in  any  criminal  proceeding   (excluding  traffic
 violations and similar misdemeanors, if any).

 (e)      Within the last five (5) years, Kenneth Gorman has not
         been a party to any civil proceeding of a judicial or
       administrative body of competent jurisdiction which
  resulted in a judgment, decree, or final order
     enjoining future violations of, or prohibiting or
     mandating activities subject to, federal or state
    securities laws or a finding of a violation with
respect to such laws.                       

(f)      Citizenship:  United States.                         

Kenneth  F.  Gorman is a manager  of Media  Equities,  a member  and  manager of
Apollo,  the managing  general  partner of Gorman Limited  Partnership,  and the
Vice-Chairman of the Board of Directors of the Issuer.                          

5.                                                                              

         (a)      H.A.M.  Media Group LLC ("H.A.M.  Media"), a limited liability
                  company  organized under the Limited  Liability Company Law of
         the State of New York and a member of Media Equities.

  (b)      Address:  305 Madison Avenue, Suite 3016, New York, New
York 10017                                  

(c)      Principal business:  Investments                     

         (d)      Within  the last  five (5)  years,  H.A.M.  Media has not been
convicted in any criminal proceeding.       

(e)      Within the last five (5) years, H.A.M. Media has not 
         been a party to any civil proceeding of a judicial or
       administrative body of competent jurisdiction which
  resulted in a judgment, decree, or final order
     enjoining future violations of, or prohibiting or
     mandating activities subject to, federal or state
    securities laws or a finding of a violation with
respect to such laws.                       

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John T. Healy and Bruce Maggin are the members and managers of                  
H.A.M. Media.                                                                   

6.                                                                              

(a)      John T. Healy                                        

  (b)      Address:  H.A.M. Media Group, 305 Madison Avenue, Suite
3016, New York, New York 10017              

(c)      Principal occupation:  Investor                      

         (d)      Within  the  last  five-(5)  years,  John  Healy  has not been
                  convicted  in  any  criminal  proceeding   (excluding  traffic
 violations and similar misdemeanors, if any).

  (e)      Within the last five (5) years, John Healy has not been
    a party to any civil proceeding of a judicial or
       administrative body of competent jurisdiction which
  resulted in a judgment, decree, or final order
     enjoining future violations of, or prohibiting or
     mandating activities subject to, federal or state
    securities laws or a finding of a violation with
respect to such laws.                       

(f)      Citizenship:  United States.                         

John T. Healy is a manager  of Media  Equities,  a member and  manager of H.A.M.
Media, and a director of the Issuer.                                            

7.                                                                              

(a)      Bruce Maggin                                         

  (b)      Address:  H.A.M. Media Group, 305 Madison Avenue, Suite
3016, New York, New York 10017              

(c)      Principal occupation:  Investor                      

         (d)      Within  the last five (5)  years,  Bruce  Maggin  has not been
                  convicted  in  any  criminal  proceeding   (excluding  traffic
 violations and similar misdemeanors, if any).

(e)      Within the last five (5) years, Bruce Maggin has not 
         been a party to any civil proceeding of a judicial or
       administrative body of competent jurisdiction which
  resulted in a judgment, decree, or final order
     enjoining future violations of, or prohibiting or
     mandating activities subject to, federal or state
    securities laws or a finding of a violation with
respect to such laws.                       

(f)      Citizenship:  United States.                         

Bruce  Maggin is a manager of Media  Equities,  a member  and  manager of H.A.M.
Media, and a director of the Issuer.                                            

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8.                                                                              

(a)      Ronald Lightstone                                    

(b)      Address:  NewStar Media Inc., 8955 Beverly Boulevard,
Los Angeles, California 90048               

(c)      Principal occupation:  Consultant                    

         (d)      Within the last five (5) years, Ronald Lightstone has not been
                  convicted  in  any  criminal  proceeding   (excluding  traffic
 violations and similar misdemeanors, if any).

(e)      Within the last five (5) years, Ronald Lightstone has
          not been a party to any civil proceeding of a judicial
          or administrative body of competent jurisdiction which
  resulted in a judgment, decree, or final order
     enjoining future violations of, or prohibiting or
     mandating activities subject to, federal or state
    securities laws or a finding of a violation with
respect to such laws.                       

(f)      Citizenship:  United States.                         

Ronald  Lightstone  is a  member  and  manager  of  Media  Equities,  and is the
President and Chief Executive Officer and a director of the Issuer.             

9.                                                                              

         (a)      Elkes  Limited  Partnership  ("ELP"),  a  limited  partnership
                  organized under the limited  partnership  laws of the State of
Delaware.                                   

         (b)      Address: c/o Apollo Partners, 500 5th Avenue, Suite #3520, New
York, NY 10110                              

(c)      Principal Business:  Investments                     

         (d)      Within the last five (5) years,  ELP has not been convicted in
any criminal proceeding.                    

(e)      Within the last five (5) years, GLP has not been a   
  party to any civil proceeding of a judicial or
       administrative body of competent jurisdiction which
  resulted in a judgment, decree, or final order
     enjoining future violations of, or prohibiting or
     mandating activities subject to, federal or state
    securities laws or a finding of a violation with
respect to such laws.                       

The managing general partner of ELP is Terrence A. Elkes.                       

10.                                                                             

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         (a)      Gorman  Limited  Partnership  ("GLP"),  a limited  partnership
                  organized under the limited  partnership  laws of the State of
Delaware.                                   

         (b)      Address: c/o Apollo Partners, 500 5th Avenue, Suite #3520, New
York, NY 10110                              

(c)      Principal Business:  investments                     

         (d)      Within the last five (5) years,  GLP has not been convicted in
any criminal proceeding.                    

(e)      Within the last five (5) years, GLP has not been a   
  party to any civil proceeding of a judicial or
       administrative body of competent jurisdiction which
  resulted in a judgment, decree, or final order
     enjoining future violations of, or prohibiting or
     mandating activities subject to, federal or state
    securities laws or a finding of a violation with
respect to such laws.                       

The managing general partner of GLP is Kenneth F. Gorman.     

11.                                                                             

         (a)      MDJ  Investments,  Limited  ("MDJ"),  a corporation  organized
under the laws of the State of Delaware.    

         (b)      Address:  MDJ Investments,  Limited, C/O J. Bradley & Co., 130
West 42nd Street, New York, NY 10036.       

(c)      Principal Business:  Investments                     

         (d)      Within the last five (5) years,  MDJ has not been convicted in
any criminal proceeding.                    

(e)      Within the last five (5) years, MDJ has not been a   
  party to any civil proceeding of a judicial or
       administrative body of competent jurisdiction which
  resulted in a judgment, decree, or final order
     enjoining future violations of, or prohibiting or
     mandating activities subject to, federal or state
    securities laws or a finding of a violation with
respect to such laws.                       

12.                                                                             

(a)      Joseph J. Bradley                                    

         (b)      Address:  Joseph Bradley,  C/O J. Bradley & Co., 130 West 42nd
Street, New York, NY 10036.                 

(c)      Principal Occupation:  Accountant                    

         (d)      Within the last five (5) years, Joseph J. Bradley has not been
convicted in any criminal proceeding.       

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(e)      Within the last five (5) years, Joseph J. Bradley has
          not been a party to any civil proceeding of a judicial
          or administrative body of competent jurisdiction which
  resulted in a judgment, decree, or final order
     enjoining future violations of, or prohibiting or
     mandating activities subject to, federal or state
    securities laws or a finding of a violation with
respect to such laws.                       

         Joseph Bradley is a director, president,  secretary, and shareholder of
MDJ Investments, Limited.                                                       

13.                                                                             
(a)      Mitzi Elkes                                          

         (b)      Address:  Mitzi  Elkes,  C/O J.  Bradley & Co.,  130 West 42nd
Street, New York, NY 10036.                 

(c)      Principal Business: Consultant                       

         (d)      Within  the last  five (5)  years,  Mitzi  Elkes  has not been
convicted in any criminal proceeding.       

(e)      Within the last five (5) years, Mitzi Elkes has not  
         been a party to any civil proceeding of a judicial or
       administrative body of competent jurisdiction which
  resulted in a judgment, decree, or final order
     enjoining future violations of, or prohibiting or
     mandating activities subject to, federal or state
    securities laws or a finding of a violation with
respect to such laws.                       

         Mitzi Elkes is the Vice President,  Treasurer, and a shareholder of MDJ
Investments, Limited.                                                           

14.                                                                             
(a)      David Elkes                                          

         (b)      Address:  David  Elkes,  C/O J.  Bradley & Co.,  130 West 42nd
Street, New York, NY 10036.                 

(c)      Principal Business: Banker                           

         (d)      Within  the last  five (5)  years,  David  Elkes  has not been
convicted in any criminal proceeding.       

(e)      Within the last five (5) years, David Elkes has not  
         been a party to any civil proceeding of a judicial or
       administrative body of competent jurisdiction which
  resulted in a judgment, decree, or final order
     enjoining future violations of, or prohibiting or
     mandating activities subject to, federal or state
    securities laws or a finding of a violation with
respect to such laws.                       

15.                                                                             
(a)      Joseph Macdonell                                     

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(b)      Address: Joseph Macdonell, 24 Fawn Hill Road, Mahwah,
New Jersey 07430                            

(c)      Principal Business: Computer Services                

         (d)      Within the last five (5) years,  Joseph Macdonell has not been
convicted in any criminal proceeding.       

(e)      Within the last five (5) years, Joseph Macdonell has 
          not been a party to any civil proceeding of a judicial
          or administrative body of competent jurisdiction which
  resulted in a judgment, decree, or final order
     enjoining future violations of, or prohibiting or
     mandating activities subject to, federal or state
    securities laws or a finding of a violation with
respect to such laws.                       

16.                                                                             
(a)      Maura Nash Gorman                                    

(b)      Address: Maura Nash Gorman,20 Andover Road, Port     
Washington, New York 10050                  

(c)      Principal Business: Investor                         

         (d)      Within the last five (5) years,  Joseph Macdonell has not been
convicted in any criminal proceeding.       

(e)      Within the last five (5) years, Joseph Macdonell has 
          not been a party to any civil proceeding of a judicial
          or administrative body of competent jurisdiction which
  resulted in a judgment, decree, or final order
     enjoining future violations of, or prohibiting or
     mandating activities subject to, federal or state
    securities laws or a finding of a violation with
respect to such laws.                       

ITEM 3.  Source and Amount of Funds or Other Consideration.                     

(a) Media Equities  obtained  funds for the purchase of the securities  from its
working  capital,  which  in turn  was  obtained  from  contributions  from  the
individual  reporting  persons from personal funds.  The amount of funds used in
making  each of the  purchases,  respectively,  pursuant  to  each of the  Stock
Purchase  Agreement,  the Securities  Purchase  Agreement,  the First Securities
Purchase Agreement,  and the Second Securities Purchase Agreement,  respectively
(see Item 4 herein), is set forth below:                                        

   NAME                              AMOUNT OF CONSIDERATION

Media Equities                               $4,002,000       
Media Equities                               $3,086,000       
Media Equities                               $  100,000       
Media Equities                               $  250,000       

In addition to the securities  purchased  pursuant to each of the Stock Purchase
Agreement, the Securities Purchase Agreement, the                               

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First  Securities   Purchase  Agreement  and  the  Second  Securities   Purchase
Agreement,  Media  Equities has acquired (i) 308,028 shares of Common Stock from
the  Issuer as  payment of the  consulting  fees  payable by the Issuer to Media
Equities  pursuant to the Consulting  Agreement  (including those payments which
were to have  been made in cash)  (see Item 4  herein),  (ii)  34,014  shares of
Common Stock from the Issuer as payment of a guarantee fee payable by the Issuer
to Media Equities and (iii) 582,000 shares of Common Stock as payment of accrued
dividends  on the  referred  Stock.  The  amount  of the  consideration  for the
acquisition of such securities is set forth below:                              

      NAME                               AMOUNT OF CONSIDERATION

Media Equities                                  $300,000      
Media Equities                                  $ 50,000      
Media Equities                                  $695,552      

(b) ELP  obtained  funds for the  purchase of shares  from its working  capital,
which in turn was obtained from  contributions from its partners (Terrence Elkes
and Kenneth Gorman), from personal funds. The amount of funds used in making the
purchases  pursuant  to  each  of  the  First  Elkes/Gorman/Lightstone  Purchase
Agreement  and the  Second  Elkes/Gorman/Lightstone  Purchase  Agreement  and on
December 31, 1998, respectively (see Item 4 herein) is set forth below:         

          NAME                             AMOUNT OF CONSIDERATION

Elkes Limited Partnership                       $2,500,000    
Elkes Limited Partnership                       $  153,000    
Elkes Limited Partnership                       $  250,000    

On May 25, 1999, ELP purchased 416,667 shares of Common Stock for $500,000, with
funds  obtained  from its  working  capital,  which in turn  was  obtained  from
contributions from its Partners.                                                

(c) GLP  obtained  funds for the  purchase of shares  from its working  capital,
which in turn was obtained from  contributions from its partners (Kenneth Gorman
and Terrence Elkes), from personal funds. The amount of funds used in making the
purchases  pursuant  to  each  of  the  First  Elkes/Gorman/Lightstone  Purchase
Agreement  and the  Second  Elkes/Gorman/Lightstone  Purchase  Agreement  and on
December 31, 1998, respectively (see Item 4 herein), is set forth below:        

             NAME                          AMOUNT OF CONSIDERATION

Gorman Limited Partnership                        $2,500,000  
Gorman Limited Partnership                        $  153,000  
Gorman Limited Partnership                        $  250,000  

On May 24, 1999, GLP purchased 416,667 shares of Common Stock for $500,000, with
funds  obtained  from its  working  capital,  which in turn  was  obtained  from
contributions from its Partners. On August 23, 1999, GLP purchased 50,000 shares
of Common Stock for                                                             

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$40,600,  with  funds  obtained  from  its  working  capital,  which in turn was
obtained from contributions from its Partners.                                  

(d) Pursuant to his employment  agreement with the Issuer,  Ronald Lightstone is
to  receive  400,000  shares of  Common  Stock.  As of the date of this  filing,
200,000 of such shares have vested and 22,222 will vest within the next 60 days.
Ronald  Lightstone,  pursuant  to  the  First  Elkes/Gorman/Lightstone  Purchase
Agreement,  purchased  347,705  shares  of  Common  Stock  from the  Issuer  for
$500,000,  which funds were his  personal  funds.  On  December  31,  1998,  Mr.
Lightstone  acquired an  additional  347,705  shares of Common Stock to effect a
change in the purchase price of the 347,705 shares previously purchased.  Ronald
Lightstone,  pursuant to the Second Elkes/Gorman/Lightstone  Purchase Agreement,
purchased 47,288 shares of Common Stock from the Issuer for $34,000, which funds
were his personal funds. Pursuant to a Stock Option Plan adopted by the Board of
Directors of the Issuer on July 21, 1999,  Ronald Lightstone was granted options
to  purchase  400,000  shares of Common  Stock at a purchase  price of $1.20 per
share.  Ronald  Lightstone  received  Options  to  purchase  10,000  shares at a
purchase  price of $1.313 for his  services  as a Director of the Issuer for the
term from  1997-1998  and 10,000 shares at $0.875 for his services as a Director
of the Issuer for the term from 1998-1999.                                      

(e) On August 23,  1999,  Terrence  Elkes used  personal  funds in the amount of
$40,600 for the purchase of 50,000 shares.  Terrence  Elkes received  Options to
purchase  10,000  shares at a  purchase  price of $1.313 for his  services  as a
Director of the Issuer for the term from  1997-1998  and 10,000 shares at $0.875
for his  services  as a  Director  of the  Issuer  for the term from  1998-1999.
Pursuant to a Stock  Option Plan adopted by the Board of Directors of the Issuer
on July 21, 1999,  Terrence Elkes was granted options to purchase 100,000 shares
of Common Stock at a purchase price of $1.20 per share.                         

(f) Kenneth  Gorman  received  Options to purchase  10,000  shares at a purchase
price of $1.313 for his  services  as a Director of the Issuer for the term from
1997-1998  and 10,000  shares at $0.875 for his  services  as a Director  of the
Issuer for the term from  1998-1999.  Pursuant to a Stock Option Plan adopted by
the Board of  Directors  of the  Issuer on July 21,  1999,  Kenneth  Gorman  was
granted  options to purchase  100,000 shares of Common Stock at a purchase price
of $1.20 per share.                                                             

ITEM 4.  Purpose of Transaction.                                                

         The reporting persons acquired their shares for purposes of investment.
By virtue of the transactions  described herein, Media Equities may be deemed to
control the Issuer.                                                             

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         On March 27,  1997,  Media  Equities  entered  into the Stock  Purchase
Agreement  (the  "Stock  Purchase   Agreement")  pursuant  to  which  it  became
obligated, subject to the terms and conditions therein, to purchase the Series B
Preferred  Stock and Warrants of the Issuer.  The transaction  contemplated  two
closings for the purchase of the  securities.  The first closing  occurred March
28, 1997 pursuant to which Media Equities purchased (a) 3,000 shares of Series B
Preferred Stock and (b) a Warrant to purchase  1,500,000 shares of Common Stock,
of the Issuer.  The second closing  occurred in two parts,  the first on May 15,
1997  pursuant  to which  Media  Equities  purchased  (a) 250 shares of Series B
Preferred  Stock,  and (b) a Warrant to purchase 125,000 shares of Common Stock,
of the Issuer,  and the second on June 3, 1997 pursuant to which Media  Equities
purchased  (a) 750  shares of Series B  Preferred  Stock,  and (b) a Warrant  to
purchase 375,000 shares of Common Stock, of the Issuer.                         

         Media  Equities  and certain  other  purchasers  entered  into a pledge
agreement,  dated March 27, 1997, with the Issuer pursuant to which it agreed to
pledge certain of the shares of Series B Preferred Stock as collateral to secure
the payment for the securities to be purchased in the second closing,  described
above.  The  Pledge  Agreement  was  terminated  upon  completion  of the second
closing.                                                                        

         Pursuant to the terms of the Stock Purchase  Agreement and the terms of
the Series B Preferred  Stock,  so long as Media Equities owns 750,000 shares of
Common  Stock of the  Issuer  (assuming  for these  purposes  that the shares of
Preferred Stock were converted in their entirety), (i) so long as Media Equities
holds a majority of the initially issued shares of Series B Preferred Stock, the
holders of the Series B Preferred Stock have the right to elect one third of the
board of directors,  and (ii) if Media Equities no longer owns a majority of the
initially issued shares of the Series B Preferred Stock,  Media Equities has the
right to  nominate,  and the Issuer is obligated to use its best efforts to have
elected  as  management  nominees,  one third of the Board of  Directors  of the
Issuer.  The Stock Purchase  Agreement fixes the number of directors at nine. In
addition, in the event of the default by the Issuer in the observance of certain
covenants  enumerated in the Stock  Purchase  Agreement,  Media Equities has the
right to appoint two additional directors, effectively giving Media Equities the
right to nominate a majority of the Board of Directors,  which  directors  shall
continue to serve until the earlier of the next occurring  annual meeting of the
shareholders  of the Issuer  following  the cure of any  default or until  Media
Equities no longer owns at least  750,000  shares of Common Stock  (assuming for
these  purposes  that the shares of Series B Preferred  Stock were  converted in
their entirety).                                                                

         In  connection  with the  transaction  pursuant  to the Stock  Purchase
Agreement, in order to fulfill the Issuer's obligations, the number of directors
constituting  the Board was  increased  from six to nine,  and  Messrs.  Gorman,
Maggin and Lightstone were elected to the Board of Directors of the Issuer.     

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         The  Stock  Purchase  Agreement  also  provides  that one of the  Media
Equities'  nominee directors shall be a member of the Executive  Committee.  The
current  nominee to the executive  committee of the Board of Directors is Ronald
Lightstone.                                                                     

         Concurrently   with  the  initial  closing  under  the  Stock  Purchase
Agreement,  Media  Equities  entered into a shareholders  voting  agreement (the
"Shareholders  Voting  Agreement"),  dated March 27, 1997, among Media Equities,
Michael Viner ("Viner") and Deborah Raffin  ("Raffin",  and together with Viner,
"Viner")  pursuant to which Viner has agreed to vote,  and to use his reasonable
best efforts to cause all of his affiliates to vote, all of the shares of Common
Stock of the Issuer  beneficially owned thereby and entitled to vote thereon for
the election of the  requisite  number of director  designees of Media  Equities
then required  pursuant to Section 6.3 or 7.2 of the Stock  Purchase  Agreement,
and to take all  actions  to cause the  election  of such  designees,  including
seeking the resignation of current directors of the Issuer.                     

         Pursuant to the Stock Purchase Agreement, Media Equities entered into a
three-year consulting agreement (the "Consulting Agreement"),  dated as of April
1, 1997, between Media Equities and the Issuer, pursuant to which Media Equities
will provide  substantial  general management  consulting advice relating to the
business  of Media  Equities,  in  exchange  for which the Issuer will pay Media
Equities  annual  compensation  in the amount of  $300,000  per year as follows:
$200,000 in cash  payable  quarterly  in advance and $100,000 in Common Stock of
the  Issuer  valued at  current  market  value on the date of  payment,  payable
quarterly in arrears.                                                           

         Pursuant  to the Stock  Purchase  Agreement,  Media  Equities  was also
granted   registration   rights  under  a  registration  rights  agreement  (the
"Registration  Rights Agreement"),  dated March 27, 1997 among the Issuer, Media
Equities,  Viner and Raffin. Pursuant to the Registration Rights Agreement,  the
Issuer  has  agreed  to  prepare  and file  with  the  Securities  and  Exchange
Commission, by not later than July 31, 1997, one or more registration statements
providing,  among other things, for the sale by Media Equities or its principal,
of the shares of Common  Stock  issuable  upon  exercise of the  Warrants,  upon
conversion of the Series B Preferred  Stock or Series C Preferred Stock and upon
issuance of the shares of Common Stock pursuant to the Consulting Agreement.    

         On  June  13,  1997,   Media  Equities   consummated  the  transactions
contemplated  by a  Securities  Purchase  Agreement  dated  June 10,  1997  (the
"Securities  Purchase  Agreement")  between  Media  Equities,  Viner and  Raffin
pursuant to which Media Equities purchased from Viner and Raffin (i) Warrants to
purchase 825,000 shares of Common Stock, (ii) 1,570 shares of Series C Preferred
Stock,  (iii) 214,113 shares of Series D Preferred Stock and (iv) 500,000 shares
of Common Stock of the Issuer.  Pursuant to the terms of the Securities Purchase
Agreement,  Media  Equities  was also  granted a right of first  refusal for the
three year period ending on the third anniversary of the date of the Securities 

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Purchase Agreement, to purchase from Viner and Raffin any shares of Common Stock
which they  desire to  transfer,  including  shares of Common  Stock  which they
propose to sell  through  market  transactions.  Additionally,  pursuant  to the
Securities  Purchase  Agreement,  Viner and Raffin  have  assigned  all of their
respective  rights under the  Registration  Rights  Agreement to Media Equities.
Concurrently with the closing under the Securities Purchase Agreement, Viner and
Raffin  entered  into an  Employment  Termination  Agreement  under  which  each
resigned as an officer and director of the Issuer.  Following such  resignation,
Terrence A. Elkes and John T. Healy were  elected to the Board of  Directors  of
the Issuer.  As a result,  representatives  of Media  Equities  constitute  five
directors  out  of  the  entire  Board  which   consists  of  seven   directors.
Additionally,  Ronald  Lightstone was appointed Chief  Executive  Officer of the
Issuer.                                                                         

         By virtue of the  transactions  consummated  pursuant to the Securities
Purchase  Agreement  certain  of  the  ancillary   agreements   described  above
previously  entered into by the reporting persons pursuant to the Stock Purchase
Agreement may have been rendered inapplicable with respect to certain securities
of the Issuer held by such reporting persons.                                   

         On  August  15,  1997,  Media  Equities  consummated  the  transactions
contemplated  by a  Securities  Purchase  Agreement,  dated August 15, 1997 (the
"First Securities Purchase  Agreement") between Media Equities and Howard Gittis
("Gittis")  pursuant to which Media Equities  purchased from Gittis (i) Warrants
to  purchase  50,000  shares  of Common  Stock  and (ii) 100  shares of Series C
Preferred Stock.                                                                

         On  August  22,  1997,  Media  Equities  consummated  the  transactions
contemplated  by a  Securities  Purchase  Agreement  dated  August 22, 1997 (the
"Second  Securities  Purchase  Agreement")  between Media Equities and Al Bussen
("Bussen"),  pursuant to which Media Equities purchased from Bussen (i) Warrants
to  purchase  125,000  shares  of Common  Stock and (ii) 250  shares of Series C
Preferred Stock, of the Issuer.                                                 

         Pursuant  to  guaranty  agreements,  each dated as of November 4, 1997,
each of Messrs.  Elkes,  Gorman,  Healy,  Lightstone  and Maggin  have agreed to
guaranty the  obligations of the Issuer under the Issuer's  credit facility with
the Chase  Manhattan  Bank,  in an amount not to exceed the lesser of $4,000,000
and the  outstanding  principal of and any interest on all loans made under such
credit  facility in excess of the borrowing  base (which  borrowing base will be
equal to or less than  $6,000,000).  The Issuer is not  permitted  to borrow any
amounts under such credit  facility in excess of the borrowing  base without the
prior  written  approval of Media  Equities.  The Issuer has agreed to pay Media
Equities a fee of $50,000 for such guaranty by its principals.                  

         On July 8, 1998,  Media  Equities  agreed to accept  payment of accrued
dividends on the Preferred Stock for year ended December 31, 1997 in the form of
Common  Stock.  On July 30, 1998,  Media  Equities  agreed to accept  payment of
accrued dividends on the                                                        

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Preferred  Stock for the  quarter  ended March 31, 1998 and June 30, 1998 in the
form of Common Stock.  The aggregate  amount of accrued  dividends (plus accrued
interest)  was $588,897.  On August 17, 1998 Media  Equities  acquired  392,854,
shares of Common  Stock as payment of such  accrued  dividends.  On November 11,
1998,  Media  Equities  agreed to accept  payment  of accrued  dividends  on the
Preferred Stock for the quarter ended  September 30, 1998. The aggregate  amount
of accrued  dividends was $106,655.  In December 1998,  Media Equities  acquired
189,146 shares of Common Stock as payment of such accrued dividends.            

         Ronald   Lightstone  and  the  Issuer  are  parties  to  an  employment
agreement,  dates as of  February  4, 1998.  Mr.  Lightstone  is employed as the
President  and  Chief  Executive  Officer  of  the  Issuer.   The  term  of  Mr.
Lightstone's  employment  agreement  commenced on June 10, 1997 and ends on June
10, 1999. Pursuant to the agreement Mr. Lightstone was granted 400,000 shares of
Common  Stock,  ownership  of which will vest over a three year period  (1/36 of
such shares  vesting each month),  commencing  July 1997. As of the date of this
filing 200,000  shares of such  employment  agreement  shares have vested and an
additional 22,222 will vest within 60 days.                                     

         On August 31, 1998,  Ronald  Lightstone,  ELP, and GLP  consummated the
transactions  contemplated  by a Stock Purchase  Agreement  dated as of July 30,
1998   among   the   Issuer,    Apollo   and   Mr.    Lightstone   (the   "First
Elkes/Gorman/Lightstone  Purchase  Agreement")  pursuant  to which  (i) ELP,  as
assignee of Apollo,  purchased  1,738,526 shares of Common Stock from the Issuer
for a cash  purchase  price of  $2,500,000,  (ii) GLP,  as  assignee  of Apollo,
purchased  1,738,526  shares of Common Stock from the Issuer for a cash purchase
price of $2,500,000 and (iii) Mr. Lightstone  purchased 347,705 shares of Common
Stock from the Issuer for a cash purchase price of $500,000. In the event of the
default by the Issuer in the observance of certain  covenants  enumerated in the
First  Elkes/Gorman/Lightstone  Purchase Agreement, ELP, GLP, and Mr. Lightstone
have the right to  appoint  two  additional  directors,  which  directors  shall
continue to serve until the earlier of the next occurring  annual meeting of the
shareholders  of the Issuer  following  the cure of any default or until they no
longer  own at least  750,000  shares of  Common  Stock.  Pursuant  to the First
Elkes/Gorman/Lightstone  Stock Purchase  Agreement,  ELP, GLP and Mr. Lightstone
were also granted registration rights pursuant to which the Issuer has agreed to
prepare  and file  with  the  Securities  and  Exchange  Commission  one or more
registration  statements providing for the sale of the shares purchased pursuant
to such agreement.                                                              

         On November 16, 1998, Ronald  Lightstone,  ELP, and GLP consummated the
transactions contemplated by a Stock Purchase Agreement dated as of November 12,
1998   among   the   Issuer,    Apollo   and   Mr.   Lightstone   (the   "Second
Elkes/Gorman/Lightstone  Purchase  Agreement")  pursuant  to which  (i) ELP,  as
assignee of Apollo, purchased 212,796 shares of Common Stock from the Issuer for
a cash purchase  price of $153,000,  (ii) GLP, as assignee of Apollo,  purchased
212,795  shares of Common  Stock from the Issuer  for a cash  purchase  price of
$153,000 and (iii) Mr. Lightstone                                               

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purchased  47,288  shares of Common  Stock from the  Issuer for a cash  purchase
price of $34,000. In the event of the default by the Issuer in the observance of
certain  covenants  enumerated  in the Second  Elkes/Gorman/Lightstone  Purchase
Agreement, ELP, GLP, and Mr. Lightstone have the right to appoint two additional
directors, which directors shall continue to serve until the earlier of the next
occurring annual meeting of the shareholders of the Issuer following the cure of
any  default  or until  they no longer  owns at least  750,000  shares of Common
Stock. Pursuant to the Second  Elkes/Gorman/Lightstone Stock Purchase Agreement,
ELP, GLP and Mr.  Lightstone were also granted  registration  rights pursuant to
which the Issuer has agreed to prepare and file with the Securities and Exchange
Commission  one or more  registration  statements  providing for the sale of the
shares purchased pursuant to such agreement.                                    

         The Second  Elkes/Gorman/Lightstone  Purchase  Agreement  provides that
ELP,  GLP and  Lightstone  have the option to adjust the  purchase  price of the
Common Stock purchased by them under the First Elkes/Gorman/Lightstone  Purchase
Agreement to a price equal to $0.719 per share.  Such right was effective during
the period  November 16, 1998 to January 10, 1999. In December,  1998, ELP, GLP,
and Mr. Lightstone elected to exercise their right to adjust the purchase price.
Accordingly,  to effect such  adjustment in the purchase  price, on December 31,
1998, ELP,  received  1,738,526 shares of Common Stock,  GLP received  1,738,526
shares of Common Stock and Ronald  Lightstone  received 347,705 shares of Common
stock.                                                                          

         On December 31, 1998,  ELP purchased  from the Issuer 320,000 shares of
Common Stock for $250,000.  On December 31, 1998,  GLP purchased from the Issuer
320,000 shares of Common Stock for $250,000.                                    

         On May 24, 1999, GLP purchased from the Issuer 416,667 shares of Common
Stock for  $500,000.  On May 25, 1999,  ELP  purchased  from the Issuer  416,667
shares of Common Stock for $500,000.                                            

         On December 19, 1999 Apollo sold its entire interest in MEI as follows:
(i) 50% to MDJ  Investments,  Limited  ("MDJ"),  the  shareholders  of which are
Joseph Bradley,  Mitzi Elkes, and David Elkes (the "MDJ Parties") for a purchase
price of $364,918.32,  of which $72,983.66 was paid in cash and the remainder in
the form of a three (3) year promissory note with interest payable  semiannually
in arrears at the annual rate of six percent (6%); (ii) 25% to Joseph  Macdonell
("Macdonell"), for a purchase price of $182,459.16, of which $36,491.83 was paid
in cash, and the remainder in the form of a three (3) year  promissory note with
interest payable  semiannually in arrears at the annual rate of six percent (6%)
and (iii) 25% to Maura Nash Gorman (together with the MDJ Parties and Macdonell,
the "Purchasers"),  for a purchase price of $182,459.16, of which $36,491.83 was
paid in cash, and the remainder in the form of a three (3) year  promissory note
with interest payable  semiannually in arrears at the annual rate of six percent
(6%). As a result of transaction                                                

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the Purchasers may be deemed to beneficially indirectly own the                 
securities of the Issuer.                                                       

ITEM 5.  Interests in Securities of the Issuer.                                 

         The following  list sets forth the aggregate  number and  percentage of
outstanding  shares of Common  Stock owned  beneficially  (within the meaning of
Rule 13d-3 and the  Securities  Exchange Act of 1934) by each  reporting  person
named in Item 2, as of February 2, 2000:                                        

   NAMES                       SHARES OF                PERCENTAGE OF SHARES
                          COMMON STOCK             OF COMMON STOCK
                                BENEFICIALLY             BENEFICIALLY OWNED(3)
OWNED (1)(2)  

Media Equities (4)                  7,642,042                        27.5%      
Apollo                                      0                         0.0%      
Terrence A. Elkes (5)              12,238,557 (6)(7)                 43.8%      
Kenneth F. Gorman (5)              12,238,556 (6)(7)                 43.8%      
H.A.M. Media (5)                    7,642,042                        27.5%      
John T. Healy (8)                   7,717,042 (6)(9)                 27.7%      
Bruce Maggin (10)                   7,712,042 (6)(9)                 27.6%      
Ronald Lightstone(11)               9,021,840 (6)(12)                31.9%      
Elkes Limited Partnership(13)       4,426,515                        20.5%      
Gorman Limited Partnership(14)      4,476,514                        20.7%      
MDJ Investments, Limited (5)        7,642,042                        27.5%      
Joseph Bradley (5)                  7,642,042                        27.5%      
Mitzi Elkes (5)                     7,642,042                        27.5%      
David Elkes (5)                     7,642,042                        27.5%      
Joseph Macdonell (5)                7,642,042                        27.5%      
Maura Nash Gorman (5)               7,642,042                        27.5%      

(1)      (a)      Media Equities owns directly (i) 1,424,042 shares of          
Common Stock, (ii) 3,000,000 shares of Common Stock issuable  
upon exercise of Warrants, (iii) the equivalent of 2,000,000  
shares of Common Stock issuable upon conversion of Series B   
Preferred Stock, calculated based on a conversion ratio of    
500 shares of Common Stock to one share of Series B           
Preferred Stock, (iv) the equivalent of 960,000 shares of     
Common Stock issuable upon conversion of Series C Preferred   
Stock, calculated based on a conversion ratio of 500 shares   
of Common Stock to one share of Series C Preferred Stock and  
(v) 258,000 shares of Common Stock issuable upon conversion   
of Series D Preferred Stock, calculated based on a            
conversion ratio of 1.20497 shares of Common Stock to one     
share of Series D Preferred Stock.                            

(b)      ELP owns directly 4,426,515 shares of Common Stock.  

(c) GLP owns directly 4,426,514 shares of Common Stock.       

         (d) Ronald  Lightstone owns directly  1,379,798 shares of Common Stock.
         This includes 559,798 shares currently held and Mr.  Lightstone's right
         to receive  400,000  shares on Common Stock  pursuant to his Employment
Agreement and                                                 

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         420,000 shares issuable upon exercise of options currently exercisable.

         (e) Bruce Maggin owns directly  70,000  shares of Common  Stock,  which
         includes  70,000  shares of Common  Stock  issuable  upon  exercise  of
options currently exercisable.                                

         (f) John T. Healy owns directly  75,000  shares of Common Stock,  which
         includes  70,000  shares of Common  Stock  issuable  upon  exercise  of
options currently exercisable.                                

(2)      Does  not  include  shares  of  Common  Stock to be  acquired  by Media
         Equities pursuant to the Consulting Agreement referred to in Item 6(g),
the amount of which is indeterminable as of the date hereof.  

(3)      Percentages set forth are based upon 21,612,058  shares of Common Stock
         outstanding  as of  November  15,  1999,  adjusted  in  each  case  for
contingently issuable Common Stock.                           

(4)      Media Equities,  disclaims beneficial ownership of the shares of Common
Stock referred to in note (1)(b),(c),(d),(e), and (f).        

(5)      Each of H.A.M.,  Terrence Elkes,  Kenneth Gorman,  MDJ, Joseph Bradley,
         Mitzi  Elkes,  David  Elkes,  Joseph  Macdonell  and Maura Nash  Gorman
         disclaim beneficial ownership of the shares of Common Stock referred to
in note (1).                                                  

(6)      Includes  Options  to  purchase  10,000  shares  of  Common  Stock at a
         purchase  price of $1.313 for  services as a Director of the Issuer for
         the term from 1997-1998 and 10,000 shares of Common Stock at $0.875 for
       his services as a Director of the Issuer for the term from 1998-1999.

(7)      Includes  Options to purchase  100,000  shares of Common Stock at $1.20
         per share,  granted  pursuant to a Stock Option  Plan,  approved by the
         Board of Directors on July 21, 1999 and the shareholders on January 18,
2000.                                                         

(8)      John T. Healy  disclaims  beneficial  ownership of the shares of Common
Stock referred to in note (1) (a),(b),(c),(d), and (e).       

(9)      Includes Options to purchase 50,000 shares of Common Stock at $1.20 per
         share,  granted pursuant to a Stock Option Plan,  approved by the Board
         of Directors on July 21, 1999 and the shareholders on January 18, 2000.

(10)     Bruce  Maggin  disclaims  beneficial  ownership of the shares of Common
Stock referred to in note (1) (a),(b),(c),(d), and (f).       

(11)     Ronald  Lightstone  disclaims  beneficial  ownership  of the  shares of
Common Stock referred to in note (1) (a),(b),(c),(e), and (f).

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(12)     Includes Options to purchase 400,000 shares of Common Stock            
at $1.20 per share, granted pursuant to a Stock Option Plan,  
approved by the Board of Directors on July 21, 1999 and the   
shareholders on January 18, 2000. Also includes options to    
purchase 400,000 shares, whether or not vested, issued        
pursuant to Mr. Lightstone's employment agreement with the    
Issuer.                                                       

(13)     ELP  disclaims  beneficial  ownership  of the  shares of  Common  Stock
referred to in note (1) (a),(c),(d),(e), and (f).             

(14)     GLP  disclaims  beneficial  ownership  of the  shares of  Common  Stock
referred to in note (1) (a),(b),(d),(e), and (f).             

         (b)      Media Equities has sole power to cast all votes and sole power
                  to dispose of all  shares,  with  respect to the Common  Stock
         referred to under note (1)(a) in the foregoing chart.

                  By virtue of being a manager of Media  Equities,  Terrence  A.
                  Elkes may be deemed to have shared  power to cast all votes to
                  which Media  Equities has the right to cast, and may be deemed
                  to have shared  power to dispose of all shares of Common Stock
                  beneficially owned by Media Equities.  In addition,  by virtue
                  of being the  managing  general  partner of ELP, Mr. Elkes has
                  sole  power to cast all  votes to which  ELP has the  right to
                  cast and has sole  power to  dispose  of all  shares of Common
                  Stock directly owned by ELP (i.e.  those shares referred to in
note (1)(b) of the foregoing chart).        

                  By virtue of being a manager  of Media  Equities,  Kenneth  F.
                  Gorman may be deemed to have shared power to cast all votes to
                  which Media  Equities has the right to cast, and may be deemed
                  to have shared  power to dispose of all shares of Common Stock
                  beneficially owned by Media Equities.  In addition,  by virtue
                  of being the managing  general  partner of GLP, Mr. Gorman has
                  sole  power to cast all  votes to which  GLP has the  right to
                  cast and has sole  power to  dispose  of all  shares of Common
                  Stock directly owned by GLP (i.e.  those shares referred to in
note (1)(c) of the foregoing chart).        

                  By virtue of being a member of Media  Equities,  H.A.M.  Media
                  may be deemed to have shared  power to cast all votes to which
                  Media  Equities  has the  right to cast,  and may be deemed to
                  have  shared  power to dispose  of all shares of Common  Stock
beneficially owned by Media Equities.       

                  By virtue of being a member and a manager of H.A.M.  Media and
                  a manager  of Media  Equities,  John T. Healy may be deemed to
                  have shared  power to cast all votes to which  Media  Equities
                  has the right to cast,  and may be deemed to have shared power
                  to dispose of all shares of Common Stock beneficially owned by
Media Equities.                             

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                  John T.  Healy  has sole  power to vote and  dispose  of 5,000
                  shares of the Common Stock, representing less than 0.1% of the
outstanding Common Stock.                   

                  By virtue of being a member and manager of H.A.M.  Media and a
                  manager of Media Equities,  Bruce Maggin may be deemed to have
                  shared power to cast all votes to which Media Equities has the
                  right to  cast,  and may be  deemed  to have  shared  power to
                  dispose of all shares of Common  Stock  beneficially  owned by
                  Media  Equities.  Bruce  Maggin  has  sole  power  to vote and
                  dispose  of 32,500  shares of the Common  Stock,  representing
   less than 0.1% of the outstanding Common Stock.

                  By virtue of being a member and a manager  of Media  Equities,
                  Ronald  Lightstone  may be deemed to have shared power to cast
                  all votes to which Media  Equities has the right to cast,  and
                  may be deemed to have shared power to dispose of all shares of
                  Common  Stock  beneficially  owned by Media  Equities.  Ronald
                  Lightstone  has sole  power to vote and  dispose of all shares
                  Common  Stock.  referred  to in note  (1)(d) of the  foregoing
chart.                                      

                  ELP has the sole  power to cast all  votes  and sole  power to
                  dispose  of all  shares,  with  respect  to the  Common  Stock
      referred to in note (1)(b) in the foregoing chart.

                  GLP has the sole  power to cast all  votes  and sole  power to
                  dispose  of all  shares,  with  respect  to the  Common  Stock
      referred to in note (1)(c) in the foregoing chart.

                  By virtue of being a member of Media  Equities,  MDJ,  and its
                  controlling shareholders Joseph Bradley, Mitzi Elkes and David
                  Elkes, may be deemed to have shared power to cast all votes to
                  which Media  Equities has the right to cast, and may be deemed
                  to have shared  power to dispose of all shares of Common Stock
beneficially owned by Media Equities.       

                  By  virtue  of  being  a  member  of  Media  Equities,  Joseph
                  Macdonell may be deemed to have shared power to cast all votes
                  to which  Media  Equities  has the  right to cast,  and may be
                  deemed to have shared power to dispose of all shares of Common
Stock beneficially owned by Media Equities. 

                  By  virtue  of being a member of Media  Equities,  Maura  Nash
                  Gorman may be deemed to have shared power to cast all votes to
                  which Media  Equities has the right to cast, and may be deemed
                  to have shared  power to dispose of all shares of Common Stock
beneficially owned by Media Equities.       

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         (c)      On May 24, 1999 Gorman Limited  Partnership  purchased 416,667
                  shares of Common  Stock of the Issuer for a purchase  price of
$1.20 per share.                            

                  On May 25, 1999 Elkes Limited  Partnership  purchased  416,667
                  shares of Common  Stock of the Issuer for a purchase  price of
$1.20 per share.                            

                  On December 19, 1999 Apollo sold its entire interest in MEI as
                  follows:  (i) 50% to MDJ  Investments,  Limited  ("MDJ"),  the
                  shareholders  of which are Joseph  Bradley,  Mitzi Elkes,  and
                  David  Elkes  (the  "MDJ  Parties")  for a  purchase  price of
                  $364,918.32,  of  which  $72,983.66  was  paid in cash and the
                  remainder in the form of a three (3) year promissory note with
                  interest payable semiannually in arrears at the annual rate of
                  six percent (6%); (ii) 25% to Joseph Macdonell  ("Macdonell"),
                  for a purchase price of $182,459.16,  of which  $36,491.83 was
                  paid in cash,  and the  remainder  in the form of a three  (3)
                  year  promissory  note with interest  payable  semiannually in
                  arrears at the annual rate of six  percent  (6%) and (iii) 25%
                  to  Maura  Nash  Gorman  (together  with the MDJ  Parties  and
                  Macdonell,   the  "Purchasers"),   for  a  purchase  price  of
                  $182,459.16,  of which  $36,491.83  was paid in cash,  and the
                  remainder in the form of a three (3) year promissory note with
                  interest payable semiannually in arrears at the annual rate of
                  six percent (6%). As a result of  transaction  the  Purchasers
                  may be deemed to beneficially indirectly own the securities of
the Issuer.                                 

         Pursuant to Rule 13d-1(k)(1) this Schedule 13D is being filed on behalf
of each of Media Equities,  Apollo,  H.A.M. Media, Terrence A. Elkes, Kenneth F.
Gorman,   Bruce  Maggin,  John  T.  Healy,  Ronald  Lightstone,   Elkes  Limited
Partnership,  Gorman  Limited  Partnership,  MDJ  Investments,  Limited,  Joseph
Bradley,  Mitzi Elkes,  David Elkes,  Joseph Macdonell and Maura Nash Gorman. By
their  signatures on this Schedule 13D, each of Media Equities,  Apollo,  H.A.M.
Media, Terrence A. Elkes, Kenneth F. Gorman, Bruce Maggin, John T. Healy, Ronald
Lightstone,   Elkes  Limited  Partnership,   Gorman  Limited  Partnership,   MDJ
Investments, Limited, Joseph Bradley, Mitzi Elkes, David Elkes, Joseph Macdonell
and Maura Nash Gorman agrees for itself, himself, or herself, that this Schedule
13D is filed on behalf of each of them.                                         

[SIGNATURES ON FOLLOWING PAGE]

                                  39

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         After reasonable inquiry and to the best of their knowledge and belief,
each of the undersigned  hereby certifies that the information set forth in this
Schedule is true, complete, and correct.                                        

Date:  February 2, 2000                                                         

MEDIA EQUITIES INTERNATIONAL, LLC                                               

By: /s/ RONALD LIGHTSTONE                                                       
Name: Ronald Lightstone                                                         
Title:  Member                                                                  

APOLLO PARTNERS LLC                                                             

By: /S/ KENNETH F. GORMAN                                                       
Name: Kenneth F. Gorman                                                         
Title:  Member                                                                  

/S/ TERRENCE A. ELKES                                                           
Terrence A. Elkes                                                       

/S/ KENNETH F. GORMAN                                                           
Kenneth F. Gorman                                                       

H.A.M. MEDIA GROUP LLC                                                          

By: /S/ BRUCE MAGGIN                                                            
Name: Bruce Maggin                                                              
Title: Vice President                                                           

/S/ BRUCE MAGGIN                                                                
Bruce Maggin                                                            

/S/ JOHN T. HEALY                                                               
John T. Healy                                                           

/S/ RONALD LIGHTSTONE                                                           
Ronald Lightstone                                                       

ELKES LIMITED PARTNERSHIP                                                       

                                  40

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By: /S/ TERRENCE A. ELKES                                                       
Name: Terrence A. Elkes                                                         
Title: Managing General Partner                                                 

GORMAN LIMITED PARTNERSHIP                                                      

By: /S/ KENNETH F. GORMAN                                                       
Name: Kenneth F. Gorman                                                         
Title: Managing General Partner                                                 

MDJ Investments, Limited                                                        

By: /S/ Joseph J. Bradley                                                       
Name: Joseph Bradley                                                            
Title: President and Secretary                                                  

/S/ Mitzi Elkes                                                                 
Mitzi Elkes                                                             

/S/ David Elkes                                                                 
David Elkes                                                             

/S/ Joseph J. Bradley                                                           
Joseph J. Bradley                                                       

/s/ Joseph Macdonell                                                            
Joseph Macdonell                                                        

/s/  Maura Nash Gorman                                                          
Maura Nash Gorman                                                     

ATTENTION:  INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT                      
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).                    

                                  41

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		3/27/01		19
		3/27/00		19
Filed on:		2/7/00
		2/2/00		19		40
		1/18/00		20		37
		12/19/99		1		39
		11/15/99		36
		8/23/99		28		29			10QSB
		7/21/99		20		37
		6/10/99		33
		5/25/99		28		39			PRE 14C
		5/24/99		28		39			DEF 14C,  PRE 14C
		1/10/99		34
		12/31/98		28		34			10KSB,  10KSB/A,  NT 10-K
		11/16/98		33		34			10QSB,  8-K
		11/12/98		33
		11/11/98		33					8-K
		9/30/98		33					10QSB
		8/31/98		33					8-K
		8/17/98		33
		7/30/98		32		33
		7/8/98		32
		6/30/98		33					10QSB
		3/31/98		33					10QSB,  NT 10-K,  PRE 14A
		2/4/98		33
		12/31/97		32					10KSB,  NT 10-K,  S-3
		11/4/97		32
		8/22/97		32
		8/15/97		32					NT 10-Q,  SC 13D,  SC 13D/A
		7/31/97		31
		6/13/97		31
		6/10/97		31		33			8-K
		6/3/97		30
		5/15/97		30
		4/1/97		31					NT 10-K
		3/28/97		19		30
		3/27/97		30		31
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