DESTINY MEDIA TECHNOLOGIES INC
10-Q/A, 2000-06-21
BUSINESS SERVICES, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               Amendment No. 1 to
                                    FORM 10-Q/A
(Mark One)
              (X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 29, 2000

                                       OR

              ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________________to______________________

Commission file number: 0-028259

                         DESTINY MEDIA TECHNOLOGIES INC.
             (Exact name of registrant as specified in its charter)

Colorado                                                              84-1516745
--------                                                              ----------
(State or other jurisdiction of             (IRS Employer Identification Number)
incorporation or organization)

 555 West Hastings Street, Suite 950, Vancouver, British Columbia Canada V6B 4N4
 -------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

       Registrant's telephone number, including area code: (604) 609-7736


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  since  May  16,  1992  and  (2)  has  been  subject  to the  above  filing
requirements for the past 90 days.

Yes  X   No
    ---     ---


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

         Indicate by check mark whether the  registrant  has filed all documents
and reports  required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

Yes ___ No ___

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock,  as of February 29, 2000.  Common Stock,  no par value  22,501,000
Shares.


<PAGE>
Item 1.  Financial Statements

                  Interim Consolidated Financial Statements of

                         DESTINY MEDIA TECHNOLOGIES INC.
                          (A Development Stage Company)

                           (Expressed in U.S. Dollars)

                                February 29, 2000





<PAGE>

                         DESTINY MEDIA TECHNOLOGIES INC.
                          (A Development Stage Company)

                       Interim Consolidated Balance Sheet
                           (Expressed in U.S. Dollars)

                                               February 29,        August 31,
                                                   2000               1999
                                             ---------------    ---------------
                                                (unaudited)

                                     Assets

Current asset:
  Cash                                       $       890,266    $            -
  Accounts receivable                                  2,930                 -
  Shareholder loans                                  147,656                 -
  Prepaids                                            20,490                 -
                                             ---------------    ---------------

  Total current assets                             1,061,342                 -

Property and equipment, net                           98,139                 -

Intellectual property                                156,396            594,236
Products under development                           142,997                 -
Goodwill                                             107,645                 -
                                             ---------------    ---------------

                                             $     1,566,519    $       594,236
                                             ===============    ===============


                         Liabilities and Stockholders' Equity

Current liabilities:
  Accounts payable and accrued liabilities   $         4,735    $            -
  Loans payable                                           -             594,236
                                             ---------------    ---------------

                                                       4,735            594,236

Long-term debt                                       197,996                 -

Stockholders' equity:
     Common stock, authorized 100,000,000
       shares, with a par value of
       $0.001 per share; with 22,501,000
       sharesissued and outstanding at
       February 29, 2000                              22,501              5,950
     Additional paid-in capital                    1,806,524             53,550
     Deficit accumulated during the development
      stage                                         (461,687)           (59,500)
     Cumulative translation adjustment                (3,550)                -
                                             ---------------    ---------------

     Total stockholders' equity                    1,363,788                 -
                                             ---------------    ---------------

                                             $     1,566,519    $       594,236
                                             ===============    ===============


See accompanying notes to interim consolidated financial statements.

                                                                               1

<PAGE>
<TABLE>
                         DESTINY MEDIA TECHNOLOGIES INC.
                          (A Development Stage Company)

                  Interim Consolidated Statements of Operations
                          (Expressed in U.S. Dollars)
                                                                                                              Period from
                                                                                                             August 24, 1998
                                                 Six months ended                Three months ended           (inception)
                                           February 29,   February 28,       February 29,   February 28,     to February 29,
                                               2000           1999                2000           1999             2000
                                          ----------------------------      ----------------------------      ------------
                                                     (unaudited)                       (unaudited)             (unaudited)
<S>                                       <C>             <C>               <C>             <C>               <C>
Sales                                     $    3,680      $         -       $     3,680     $        -        $    3,680

Operating expenses
  Advertising and promotion                   23,764                -            23,260              -            23,764
  Amortization                                34,905                -            32,288              -            34,905
  Bank charges and interest                    1,976                -             1,038              -             1,976
  Consulting                                   5,132                -             4,451              -             5,132
  Filings and listings                            75              450                75              -               525
  Financing                                   16,832                -             3,634              -            16,832
  Management fees                             54,951           15,292            41,792          7,500            93,909
  Marketing                                   47,175                -            33,279              -            47,175
  Meals and entertainment                      1,371                -             1,096              -             1,371
  Office and miscellaneous                     6,684            4,005             5,588          2,130            16,058
  Professional fees                           21,506            1,394            17,893          1,000            23,474
  Rent                                        17,430            2,600            12,871          1,600            25,430
  Repairs and maintenance                        482                -               278              -               482
  Shareholder relations & transfer agent       5,052              450             4,858            150             5,802
  Subcontracts                                16,680                -            16,680              -            16,680
  Trademark                                    5,810                -             4,354              -             5,810
  Telephone and telecommunications            11,725                -             8,473              -            11,725
  Travel                                       5,224                -             5,091              -             5,224
  Wages and benefits                          97,238                -            67,939              -            97,238
  Write-off of in-process research and
    development                               33,846                -                 -              -            33,846
                                         -----------      -----------       -----------    -----------       -----------

                                             407,858           24,191           284,938         12,380           467,358

Interest income                                1,991                -               913              -             1,991
                                         -----------      -----------       -----------    -----------       -----------

Loss for the period                      $  (402,187)     $   (24,191)      $  (280,345)   $   (12,380)         (461,687)
                                         ===========      ===========       ===========    ===========       ===========

Net loss per common share, basic
   and diluted                           $    (0.020)     $    (0.001)      $    (0.013)   $    (0.001)      $    (0.025)
                                         ===========      ===========       ===========    ===========       ===========

Weighted average common shares
   outstanding, basic and diluted         20,316,549       17,850,000        21,544,956     17,850,000        18,639,391
                                         ===========      ===========       ===========    ===========       ===========

See accompanying notes to interim consolidated financial statements.
</TABLE>

                                                                               2
<PAGE>
<TABLE>

                         DESTINY MEDIA TECHNOLOGIES INC.
                          (A Development Stage Company)

             Interim Consolidated Statement of Stockholders' Equity
                           (Expressed in U.S. Dollars)

                   For the six months ended February 29, 2000
          Period from August 24, 1998 (inception) to February 29, 2000


                                                                              Deficit
                                                                          Accumulated
                                       Common Stock             Other          During   Cumulative            Total
                                   --------------------       Paid-In     Development  Translation    Stockholders'
                                      Shares     Amount       Capital           Stage   Adjustment           Equity
                                   ---------    -------   -----------    ------------   ----------     -------------
<S>                              <C>            <C>       <C>            <C>            <C>            <C>
Balance, August 24, 1998                  -     $    -    $        -     $        -     $       -      $         -

     Common stock issued for
       cash                       17,850,000     17,850        41,650             -             -            59,500

     Net loss                             -          -             -         (59,500)           -           (59,500)
                                   ---------    -------   -----------    ------------   ----------     -------------

Balance, August 31, 1999          17,850,000     17,850        41,650        (59,500)           -                -

     Common stock issued for
       cash                        1,360,276      1,360     1,148,302             -             -         1,149,662
     Common stock issued on
       acquisition                 1,800,000      1,800        (1,200)            -             -               600
     Common stock issued for
       retirement of debt          1,490,724      1,491       617,772             -             -           619,263

     Cumulative translation
       adjustment                         -          -             -              -         (3,550)          (3,550)

     Net loss                             -          -             -        (402,187)           -          (402,187)
                                   ---------    -------   -----------    ------------   ----------     -------------

Unaudited balance,
   February 29, 2000               22,501,000   $22,501   $ 1,806,524    $  (461,687)   $   (3,550)    $  1,363,788
                                   ==========   =======   ===========    ============   ===========    ============

</TABLE>

See accompanying notes to interim consolidated financial statements.

                                                                               3

<PAGE>
<TABLE>
<CAPTION>
                         DESTINY MEDIA TECHNOLOGIES INC.
                          (A Development Stage Company)

                  Interim Consolidated Statement of Cash Flows
                           (Expressed in U.S. dollars)
                                                                                                                    Period from
                                                                                                                  August 24, 1998
                                                       Six months ended                Three months ended           (inception)
                                                 February 29,   February 28,       February 29,   February 28,     to February 29,
                                                     2000           1999                2000           1999             2000
                                                ----------------------------      ----------------------------      ------------
                                                         (unaudited)                       (unaudited)             (unaudited)
<S>                                             <C>             <C>               <C>             <C>               <C>
Cash flows from operating activities:

Operations:
 Loss for the period                            $ (402,187)     $   (24,191)      $    80,345)    $  (12,380)         (461,687)
 Items not involving cash:
  Depreciation                                      34,905                -            32,288              -            34,905
  Write-off of in-process research
    and development                                 33,846                -                 -              -            33,846
 Changes in operating asset and
     liabilities:
   Accounts receivable                               5,792                -            (1,733)             -             5,792
   Prepaid expenses                                (20,490)               -           (12,308)             -           (20,490)
   Accounts payable                                (10,104)               -            (7,254)             -           (10,104)
                                               -----------      -----------       -----------    -----------       -----------

   Net cash used in operating activities          (358,238)         (24,191)         (269,352)       (12,380)         (417,738)
                                               -----------      -----------       -----------    -----------       -----------

Cash flows from investing activities:
   Cash acquired on acquisition                    250,719                -                 -              -           250,719
   Purchase of property and equipment              (23,405)               -           (14,916)             -           (23,405)
                                               -----------      -----------       -----------    -----------       -----------

   Net cash provided by investing activities       227,314                -           (14,916)             -           227,314
                                               -----------      -----------       -----------    -----------       -----------

Cash flows from financing activities:
   Long-term debt                                   22,734                -             3,452              -            22,734
   Shareholder loan                               (147,656)               -           (99,773)             -          (147,656)
   Net proceeds from issuances of
     common stock and subscriptions              1,149,662                -         1,000,000              -         1,209,162
                                               -----------      -----------       -----------    -----------       -----------

   Net cash provided by financing activities     1,024,740                -           903,679              -         1,084,240
                                               -----------      -----------       -----------    -----------       -----------

Net increase (decrease) in cash and
   cash equivalents during the period              893,816          (24,191)          619,411        (12,380)          893,816

Effect of foreign exchange rate changes on cash     (3,550)               -           (10,029)             -            (3,550)

Cash and cash equivalents at beginning of period         -           59,500           280,884         47,689                 -
                                               -----------      -----------       -----------    -----------       -----------

Cash and cash equivalents at end of period     $   890,266      $    35,309       $   890,266    $    35,309       $   890,266
                                               ============     ===========       ===========    ===========       ===========

Supplementary disclosure:
     Non-cash transactions:
         Stock issued to acquire Destiny
           Software Productions Inc.           $       600      $         -       $         -    $        -        $        600
         Stock issued for retirement of debt       619,263                -                 -             -             619,263
</TABLE>


See accompanying notes to interim consolidated financial statements.

                                                                               4
<PAGE>

                         DESTINY MEDIA TECHNOLOGIES INC.
                          (A Development Stage Company)

               Notes to Interim Consolidated Financial Statements
                           (Expressed in U.S. dollars)

                                   (Unaudited)
                   For the six months ended February 29, 2000

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


1.   Organization

     Destiny Media  Technologies Inc. (the "Company") was incorporated in August
     24, 1998 as Euro  Industries  Ltd. under the laws of the State of Colorado.
     On October  19,  1999,  the  Company's  name was  changed to Destiny  Media
     Technologies Inc.

     During the period from incorporation on August 24, 1998 to August 31, 1998,
     the Company earned no revenue and incurred no expenses.


2.   Future operations

     From inception of the business,  the Company has incurred cumulative losses
     of $461,687 and used cash for operating activities of $417,738.

     These  financial  statements  have been prepared on the going concern basis
     under  which an entity is  considered  to be able to realize its assets and
     satisfy its liabilities in the ordinary  course of business.  Operations to
     date  have  been   primarily   financed  by   long-term   debt  and  equity
     transactions.  The Company's future operations are dependent upon continued
     support by  creditors  and  shareholders,  the  achievement  of  profitable
     operations and the  successful  completion of  management's  plan to obtain
     additional  equity  financing.  There can be no assurances that the Company
     will be successful.  The consolidated  financial  statements do not include
     any adjustments relating to the recoverability of assets and classification
     of assets and  liabilities  that might be  necessary  should the Company be
     unable to continue as a going concern.


3.   Acquisition

     On October 20, 1999,  1,800,000  common shares were issued for the purchase
     of Destiny Software Productions Ltd. ("Destiny Software"). Destiny Software
     is  a  high-tech   development   company  that  develops  video  and  audio
     compression  software  and to a lesser  extent  design and  development  of
     computer games.  The transaction will be recorded under the purchase method
     of  accounting.  The  Company's  interest  in the net assets  acquired,  at
     assigned values are estimated to be as follows:



<PAGE>

                         DESTINY MEDIA TECHNOLOGIES INC.
                          (A Development Stage Company)

               Notes to Interim Consolidated Financial Statements
                           (Expressed in U.S. dollars)

                                   (Unaudited)
                   For the six months ended February 29, 2000

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


3.   Acquisition, continued
<TABLE>
<CAPTION>
                                                      Canadian               U.S.
                                                    --------------     --------------
<S>                                                 <C>                <C>
     Cash                                           $      370,387     $     250,719
     Other current assets                                   12,885             8,722
     Capital assets                                        135,878            91,977
     Intellectual property                                 250,000           169,227
     Products under development                            206,804           139,988
     Goodwill                                              170,606           115,485
     Acquired in process research and development           50,000            33,846
     Current liabilities                                   (21,922)          (14,839)
     Long-term liabilities                              (1,173,752)         (794,525)
                                                    --------------     --------------

                                                    $          886     $         600
                                                    ==============     ==============

     Consideration
         1,800,000 common shares                                       $         600
                                                                       ==============
</TABLE>

     These  above  indicated  values for net assets are  considered  preliminary
     estimates only and are subject to change.

     Acquired in process research and development is valued based on accumulated
     expenditures incurred to date on specifically  identified products that are
     in the early  stages of  development.  Goodwill has been valued as equal to
     the excess of the fair value of the consideration given over the fair value
     of the net identifiable assets and liabilities acquired.

     The fair market value of the  consideration  paid for the  acquisition  was
     based  on the  trading  price  of the  Company's  shares  at the  time  the
     transaction was initially discussed.  At that time, there had been only one
     significant  block of shares traded.  The per share value of this trade was
     considered representative of fair market value.

     A 20%  shareholder  of the Company owns 100% of the  outstanding  shares of
     Destiny Software.


                                                                               6
<PAGE>

                         DESTINY MEDIA TECHNOLOGIES INC.
                          (A Development Stage Company)

               Notes to Interim Consolidated Financial Statements
                           (Expressed in U.S. dollars)

                                   (Unaudited)
                   For the six months ended February 29, 2000

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


4.   Significant accounting policies

     (a) Basis of presentation

         These  consolidated  financial  statements  have  been  prepared  using
         generally  accepted  accounting  principles in the United  States.  The
         financial statements include the accounts of the Company's wholly owned
         subsidiaries,   Destiny   Software   Productions  Inc.  and  Wonderfall
         Productions  Inc.,  and all  adjustments,  consisting  solely of normal
         recurring adjustments,  which in management's opinion are necessary for
         a fair  presentation of the financial  results for the interim periods.
         The  financial  statements  have  been  prepared  consistent  with  the
         accounting policies described in the Company's financial statements for
         the  period  ended  August 31,  1999 and should be read in  conjunction
         therewith.  For United States  accounting and reporting  purposes,  the
         Company is considered to be in the development  stage as it is devoting
         all of its efforts to developing its business operations.

         Certain  comparative  figures have been  reclassified to conform to the
         presentation adopted in the current year.

     (b) Research and development costs

         Research costs are expensed as incurred. Internal development costs are
         expensed as incurred unless they meet certain  criteria under generally
         accepted accounting principles for deferral and amortization.  Software
         and related development costs, after the establishment of technological
         feasibility and commercial viability, are capitalized as products under
         development   until  the  product  is  ready  for  general  release  to
         customers.  Amortization is provided on a product by product basis over
         the estimated economic life of the product,  not to exceed three years.
         Amortization  commences  when the  product  is  available  for  general
         release to customers.

     (c) Revenue recognition

         The Company  recognizes  revenue when title has passed to the customer,
         the  collectibility of the consideration is reasonably  assured and the
         Company  has  no  significant  remaining  performance  obligations.  An
         allowance for estimated future returns are recorded at the time revenue
         is recognized.

     (d) Capital assets

         Capital  assets  are  carried  at cost less  accumulated  amortization.
         Amortization is calculated annually as follows:

              Furniture and fixtures       Declining balance              20%
              Computer equipment           Declining balance              30%
              Computer software            Straight-line                  50%
              Leasehold improvements       Straight-line           Lease-term

                                                                               7
<PAGE>

                         DESTINY MEDIA TECHNOLOGIES INC.
                          (A Development Stage Company)

               Notes to Interim Consolidated Financial Statements
                           (Expressed in U.S. dollars)

                                   (Unaudited)
                   For the six months ended February 29, 2000

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


4.   Significant accounting policies, continued

     (e) Products under development

         Products under development  represent products that have been developed
         to  the  stage  of a  working  model  and  are  carried  at  cost  less
         accumulated  amortization.  Amortization is provided on a straight-line
         basis over two years.

     (f) Goodwill

         Goodwill  represents the excess of the cost to acquire  businesses over
         the fair market  value of the net assets  acquired.  These  amounts are
         amortized  on a  straight-line  basis over  three  years.  The  Company
         periodically evaluates the recoverability of goodwill and recognizes an
         impairment  loss if the  projected  undiscounted  future cash flows are
         less than the carrying amount.  The amount of the impairment  charge if
         any is measured  based on the  discounted  future  operating cash flows
         reflecting the Company's  average cost of funds.  The assessment of the
         recoverability  of  goodwill  will  be  impacted  if  estimated  future
         operating cash flows differ from those estimates.

     (g) Stock split

         These financial statements and related notes have been adjusted to give
         retroactive  effect to a  three-for-one  common share stock split which
         occurred December 31, 1999.

     (h) Use of estimates

         The  preparation of financial  statements in accordance  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities and disclosure of contingent  assets and liabilities at the
         date of the financial statements and the reported amount of revenue and
         expenses  during the reporting  period.  Actual amounts may differ from
         these estimates.

     (i) Income taxes

         The Company  follows the asset and liability  method of accounting  for
         income taxes.  Deferred tax assets and liabilities are recognized based
         on the estimated  future tax  consequences  attributable to differences
         between the financial statement carrying amounts of existing assets and
         liabilities  and their  respective  tax basis.  Deferred tax assets and
         liabilities are measured using enacted tax rates in effect for the year
         in which those  temporary  differences  are expected to be recovered or
         settled.  The effect on deferred tax assets and liabilities of a change
         in tax rates is  recognized  in income in the period that  includes the
         enactment  date. To the extent that the  realizability  of deferred tax
         assets is not  considered  by  management to be more likely than not, a
         valuation allowance is provided.



                                                                               8
<PAGE>

                         DESTINY MEDIA TECHNOLOGIES INC.
                          (A Development Stage Company)

               Notes to Interim Consolidated Financial Statements
                           (Expressed in U.S. dollars)

                                   (Unaudited)
                   For the six months ended February 29, 2000

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


4.   Significant accounting policies, continued

     (j) Net loss per common share

         Basic loss per share is computed by dividing  net loss by the  weighted
         average number of common shares outstanding during the period.  Diluted
         loss per share is computed  including in the weighted average number of
         common  shares   outstanding,   potentially   dilutive   common  shares
         outstanding  during the  period.  As the  Company had a net loss in the
         period presented, basic and diluted net loss per share is the same.

     (k) Foreign currency

         Transactions  denominated in foreign  currencies  are  translated  into
         Canadian   dollars  at  the  rate   prevailing   at  the  time  of  the
         transactions.

         At the balance sheet date, monetary assets and liabilities  denominated
         in a foreign  currency are  translated at the current rate of exchange.
         Exchange  gains and losses  arising on  translation  or  settlement  of
         foreign  currency  denominated  monetary  items  are  included  in  the
         determination of net income for the current period.


5.   Related party transactions

     The Company issued shares to settle a long-term note receivable outstanding
     to a  significant  shareholder.  The Company  also  advanced  $147,656 to a
     shareholder. The advance related to ongoing financing of the Company.









                                                                               9
<PAGE>

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


The following information contains certain forward-looking statements that
anticipate future trends or events. These statements are based on certain
assumptions that may prove to be erroneous and are subject to certain risks
including but not limited to the risks of increased competition in the Company's
industry and other risks detailed in the Company's Securities and Exchange
Commission filings. Accordingly, actual results may differ, possibly materially,
from the predictions contained herein.

During the second quarter of Fiscal 2000, the Company reported a net loss of
$280,345 which was an increase of $267,965 as compared to the second quarter of
Fiscal 1999 when the Company reported a net loss of $12,380. The increase was
due to a significant expansion of operations which began in the first quarter of
Fiscal 2000 and continued into the second quarter. During this time the Company
hired additional personnel; expanded its facilities in the corporate
headquarters; began additional research and development; and, enlarged its
marketing operations. The overall result was a net loss of $280,345 for the
second quarter of Fiscal 2000 and a net loss for the first six months of Fiscal
2000 of $402,187.

RESULTS OF OPERATIONS:

Reference is made to Item 2, "Management's Discussion and Analysis or Plan of
Operation" included in the Company's registration statement on Form 10-SB for
the year ended August 31, 1999, as amended, on file with the Securities and
Exchange Commission. The following discussion and analysis pertains to the
Company's results of operations for the three-month and six-month periods ended
February 29, 2000, compared to the results of operations for the three-month and
six-month periods ended February 28, 1999, and to changes in the Company's
financial condition from August 31, 1999 to February 29, 2000.

THREE MONTHS ENDED FEBRUARY 29, 2000 and 1999:

For the second quarter of the current fiscal year, ending February 29, 2000,
sales were $3,680 as compared to nil for the same quarter of the previous year.
The modest sales were a result of the fact that the Company is currently engaged
primarily in research and development of its software products relating to
internet audio applications and has not yet begun a significant marketing
campaign for these products.

Operating expenses for the Company were $284,938 for the second quarter up from
$12,380 for the second quarter of last year. Because of the Company's expansion
in operations, increases occurred in every category of operating expenses. The
most significant expenses occurred in the categories of wages and benefits
($67,939); subcontracts ($16,680); office rent ($12,871) professional fees
($17,893); marketing ($33,279); management fees ($41792); amortization
($32,288); and, advertising and promotion ($23,260).


<PAGE>

The net loss for the quarter was $280,345 which represents a substantial
increase over the second quarter of last year when the net loss was $$12,380.
The increase in the net loss was due to significant increases in all categories
of operating expenses over the prior period which resulted from the expansion of
operations described in the preceding paragraph.

The loss per share (fully diluted) was $0.013 for the second quarter of Fiscal
2000 compared to $0.001 for the second quarter of fiscal 1999.

SIX MONTHS ENDED FEBRUARY 29, 2000:

Sales in the first six months of Fiscal 2000 all occurred within the second
fiscal quarter and, as stated above, were $3,680.

General and administrative expenses for the Company were $407,858 for the six
month period up from $24,191 for the same period of last year. The primary
reasons for the increase of $383,667 are increases in each of the categories
comprising operating expenses. The most significant expenses were wages and
benefits ($97,238); professional fees ($21,506); marketing ($47,175); management
fees ($54,951); amortization ($34,905); and, advertising and promotion
($23,764).

The net loss for the first six months of Fiscal 2000 was $402,187. This
represents a significant increase over the net loss for the first six months of
Fiscal 1999 of $24,191. The increase in the net loss was due to significant
increases in all categories of operating expenses over the prior period which
resulted from the expansion of operations described above.

The loss per share (fully diluted) was $0.020 for the first six months of Fiscal
2000 compared to $0.001 for the same period of fiscal 1999.

LIQUIDITY AND CAPITAL RESOURCES

Historically, the Company has financed its cash flow requirements through cash
flows generated from financing activities. Cash provided by financing activities
which occurred during the six months ended February 29, 2000, was $1,024,740.
This resulted in an increase in cash and cash equivalents during the six month
period of $893,816. The effect of foreign exchange rate changes on cash of
($3,550) during the six month period resulted in a cash and cash equivalent
position of $890,266 at the end of the period.

As of February 29, 2000 the Company had working capital of $1,056,607 which
represented an increase of $1,655,578 compared to the negative working capital
position of ($594,236) as of February 28,1999. The increase in working capital
was due to an increase in cash and cash equivalents of $1,061,342 which resulted
from the financing activities of the Company which have occurred since July 1999
and to a decrease in loans payable and current liabilities of $594,236.


<PAGE>

The Company has no external sources of liquidity in the form of credit lines
from banks.

Management believes that its available cash will be sufficient to fund the
Company's working capital requirements through August 31, 2000. The Company's
management further believes; however, that the Company does not have sufficient
liquidity to implement its expansion and acquisition strategies. As yet, no
investment banking agreements have been reached and there is no guarantee that
the Company will be able to raise the capital necessary to implement its
expansion plans.

IMPACT OF THE YEAR 2000 ISSUE:

The Year 2000 Issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information using
year 2000 dates is processed. In addition, similar problems may arise in some
systems which use certain dates in 1999 to represent something other than a
date. Although the change in date has occurred, it is not possible to conclude
that all aspects of the Year 2000 Issue that may affect the company including
those related to customers, suppliers, or other third parties, have been fully
resolved.

ITEM 3.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
                  MARKET RISKS:

The Company does not have any derivative financial instruments as of February
29, 2000. However, the Company is exposed to interest rate risk.

The Company's interest income and expense are most sensitive to changes in the
general level of U.S. and Canadian interest rates. In this regard, changes in
U.S. and Canadian interest rates affect the interest earned on the Company's
cash equivalents as well as interest paid on debt.



<PAGE>

FOREIGN CURRENCY RISK

The Company operates primarily in Canada. The Company's business and financial
condition is, therefore, sensitive to currency exchange rates or any other
restrictions imposed on its currency.

Part II - OTHER INFORMATION

Item 1.           Legal Proceedings - None
Item 2.           Changes in Securities - None
Item 3.           Default Upon Senior Securities - None
Item 4.           Submission of Matters to a Vote of Securities Holders - None
Item 5.           Other Information - None
Item 6.(a)        Exhibit 27 - Financial Data Schedule
Item 6.(b)        Reports on Form 8-K - None


                                   SIGNATURES

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

                                         DESTINY MEDIA TECHNOLOGIES INC.


Dated: June 21, 2000                     /s/ Steve Vestergaard
       --------------------              ---------------------
                                         Steve Vestergaard, President/Director




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