SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
[ ] Transitional Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1997
Commission File No. 0-25388
DETOUR MAGAZINE, INC.
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(Name of small business issuer in its charter)
Colorado 84-1156459
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number
6855 Santa Monica Boulevard
Suite 400
Los Angeles, California
(213) 469-9444
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(Address, including zip code and telephone number, including area
code, of registrant's executive offices)
Securities registered under Section 12(b) of the Exchange Act:
none
Securities registered under to Section 12(g) of the Exchange Act:
Common Stock
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(Title of class)
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
Company was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
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Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this
Form 10-KSB. x
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Issuer's revenues for its most recent fiscal year: $3,938,828
(Continued on Following Page)
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State the aggregate market value of the voting stock held by non-
affiliates, computed by reference to the price at which the stock
was sold, or the average bid and asked prices of such stock, as of
a specified date within the past 60 days: As of April 15, 1998:
$2.82.
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As of
April 13, 1998 there were 15,353,336 shares of the Company's common
stock issued and outstanding.
Documents Incorporated by Reference: None
This Form 10-KSB consists of Fifty-Two Pages.
Exhibit Index is located at Page Forty-Five.
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TABLE OF CONTENTS
FORM 10-KSB ANNUAL REPORT
DETOUR MAGAZINE, INC.
PAGE
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Facing Page
Index
PART I
Item 1. Description of Business..................... 4
Item 2. Description of Property..................... 13
Item 3. Legal Proceedings........................... 14
Item 4. Submission of Matters to a Vote of
Security Holders........................ 14
PART II
Item 5. Market for the Registrant's Common Equity
and Related Stockholder Matters......... 14
Item 6. Management's Discussion and Analysis of
Financial Condition and Results of
Operations.............................. 15
Item 7 Financial Statements........................ 19
Item 8. Changes in and Disagreements on Accounting
and Financial Disclosure................ 37
PART III
Item 9. Directors, Executive Officers, Promoters
and Control Persons, Compliance with
Section 16(a) of the Exchange Act....... 37
Item 10. Executive Compensation...................... 39
Item 11. Security Ownership of Certain Beneficial
Owners and Management................... 41
Item 12. Certain Relationships and Related
Transactions............................ 42
PART IV
Item 13. Exhibits and Reports on Form 8-K........... 43
SIGNATURES............................................. 44
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PART I
ITEM 1. DESCRIPTION OF BUSINESS.
History
Detour Magazine, Inc. (f/k/a Ichi-Bon Investment Corporation)
(the "Company" or "Registrant") was incorporated under the laws of
the State of Colorado on May 18, 1990, for the purpose of
investments in business and real estate projects. Other than
issuing shares to its original shareholders, the Company never
commenced activities relating to its original business purpose. In
August 1994, the Board of Directors of the Company elected to
change the Company's principal business purpose to a "shell"
corporation engaged in seeking out and acquiring another business
entity or opportunity. Applicable thereto, the Company filed a
registration statement on Form 10-SB with the Securities and
Exchange Commission on or about January 1995, which registration
statement became effective in March 1995. The purpose of the
registration statement was management's belief that the primary
attraction of the Company as a merger partner or acquisition
vehicle will be its status as a public company.
Relevant thereto, on or about June 6, 1997, the Company
successfully consummated a merger with Detour, Inc. ("Old Detour"),
a California corporation. The terms of the transaction involved
the Company issuing an aggregate of 4,500,000 shares of its
"restricted" common stock to the former shareholders of Old Detour
in exchange for all of the issued and outstanding stock of Old
Detour. Old Detour did not survive the transaction. The Company
also changed its name to its present name. As a result of this
transaction, current management of the Company assumed their
respective positions, replacing all of former management. See "Part
III, Item 9, Directors, Executive Officers, Promoters and Control
Persons." Upon assuming their positions, current management did
elect to change the Company's fiscal year from October 31 to
December 31, in order to establish continuity between Old Detour
and the Company's financial reporting requirements.
Business
Detour Magazine, Inc. is a public reporting company, with
offices in Los Angeles, California and New York City. Its
principal business is the publication of Detour Magazine (the
"Magazine"), which was founded in 1987. The Magazine focuses on
fashion, entertainment, and related personalities and is oriented
toward an affluent readership ranging in age from 20 to 35.
Management believes that the Magazine has gained industrywide
recognition and critical acclaim as a high quality, cutting-edge
fashion and entertainment magazine with an unusually strong
editorial content.
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Detour's founders, Luis Barajas, Publisher, and James Turner,
the Magazine's Editor-in-Chief, have been with the Magazine since
its inception a decade ago. Through their talents and dedication
to the creation of a high quality cutting-edge magazine, Detour has
survived through the critical start-up stages, has expanded past
regional markets and management believes has reached a level of
national recognition and prominence.
Management believes that once a magazine reaches the perceived
level of prominence and demand which management presently perceives
is the case with the Company's Magazine, it must take the natural
next step of progression in order for it to take its place among
the elite magazines in the industry. In August 1997, Detour
reached a stage in its development where management has responded
to the perceived extraordinary growth demands by turning over
publishing operations to a new professional publishing team. See
"Part III, Item 9" below. Management's concern for maintaining
quality and the high level of critical acclaim the Magazine is
accustomed to, while answering industry and customer demands to
expand production and access to the Magazine on a national and an
international level, led them to retain a highly experienced
publishing team to take the Magazine to its next level of
development. This new publishing team brings to Detour national
and international distribution capabilities, media and publishing
acquisition capability and licensing of foreign editions to the
Magazine and its to-be-acquired magazines. Management feels that
the only way to make a substantial improvement in profits is to
expand the lines of business by undertaking acquisitions of other
published magazines, foreign licensing and custom publishing. This
requires a highly sophisticated and well managed operation. There
can be no assurances, however, that the Company will successfully
achieve the aforesaid goals.
In order to support the Company's expansion, management
acknowledges that behind-the-scenes systems must be developed and
improved to respond to and assist in such expansion. As of the
date of this report, new general ledger, accounts payable and
advertising billing systems are being implemented. An editorial
inventory and purchase order system will also be put on-line to
increase the cost efficiency of purchasing editorial stories and
pictorials and to facilitate the sale of these editorials and
pictorials to foreign editions.
In further support of this planned expansion, in November 1997
the Company commenced a private offering of its common stock,
wherein it proposed to sell up to 2,350,000 shares of common stock
at a price of $1.50 per share. Subsequently, in December 1997, the
Company undertook a forward split of its common stock, wherein each
share of common stock then issued and outstanding was provided with
a one share dividend. As of the date of this report, the Company
has sold 953,336 shares, for aggregate gross proceeds of $715,000.
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This offering has been extended by the Company's Board of Directors
and will expire in May 1998.
The Magazine
Detour is an internationally distributed magazine which
focuses on fashion and entertainment. Detour is mostly known for
its strong editorial focus and its presentation of cutting-edge
trends in fashion and entertainment. It is published ten times a
year, with two double issues per year.
The Magazine has been approximately 192 pages in length,
comprised of approximately 60 to 70 pages of advertising. The
balance of the Magazine focuses on pictorials, interviews and
editorials. The proportion has been weighted in favor of editorial
content, which management believes has been responsible in great
part for the critical acclaim that the Magazine has received.
The cover page has had various media personalities including
Drew Barrymore, Nev Campell, Kim Basinger, Brad Pitt, Matt Dillon,
Ethan Hawke, Julia Ormond, Robert Downey, Jr., Juliette Lewis, Jeff
Bridges, Michelle Pfiefer, Mel Gibson, Kiefer Sutherland, Keanu
Reeves, Jennifer Jason Leigh, and Kevin Bacon. Detour often
features a media personality well before they reach the level of
conventional acceptance which typifies its competition. This in
part accounts for Detour's image as a "cutting-edge" Magazine
featuring tomorrow's personalities and today's trends. For
example, Keanu Reeves, the star of the 1995 Academy award winning
film, Speed, was on Detour's cover in May 1993. In September 1994,
John Travolta and Quentin Tarantino shared the cover, well before
the highly acclaimed film Pulp Fiction was recognized to be such a
serious contender for so many Oscar nominations. Detour was the
only magazine to be granted an interview by Sophia Loren at the
time of the release of her film, Ready-To-Wear. This cover was
featured on the Today Show during the promotional appearance of Ms.
Loren.
Editorial articles follow the same focus, often providing
insight into and publicity for personalities of film, television,
theater, music, books, and art, who have not yet received deserved
recognition by other magazines and media. The Magazine prides
itself on some of the most talked about and respected photo
journalism and editorials in the industry.
The biggest obstacle faced by management is to maintain profit
control while the publishing company is expanding in both
circulation and other new publications. Detour's new publishing
team has the expertise to manage these changes, while maintaining
the high-quality and standards of this or any other magazine.
Increasing circulation, profitability, and new acquisitions
requires the infusion of capital. The increased interest and
demand for Detour Magazine is now being answered by implementing
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new distribution, marketing, editorial, and production strategies.
A subscriber research study will be undertaken in order to provide
the editorial department and advertising community with a new
profile of a Detour Magazine reader.
The Magazine will continue to be published 10 times a year and
the content of its highly acclaimed format will not change
drastically beyond editorial changes necessary to broaden the
Magazine's appeal within the target readership.
Advertising
Management believes that Detour has established a strong
national advertising base. During the fiscal year ended December
31, 1997, these advertising customers have included and presently
include advertisers such as Absolute Vodka, Bohemia Beer, Bombay
Sapphire, Buffalo de France, Calvin Klein, Camel, Campari, Chanel,
Diesel Jeans, Dolce & Gabbana, Elektra Records, Emporio Armani,
Fine Line Features, GAP, Guess Jeans, J&B Scotch, Joh Valdi, Joop!
Jeans, Levi's, Louis-Boston, Marlboro, MCA Records, Miramax Films,
New Line Cinema, Parliament, Polygram Records, Prestige Films,
Royalty Vodka, Sky Vodka, Sony Music, Swatch, Tri Star Pictures,
United Artists, Universal and dozens of other major advertisers.
The Magazine has had well over 85 advertisers. Advertising
revenues account for approximately 90% of the total revenue of the
Magazine. In 1996, Detour's largest advertiser accounted for less
than 11% of the Magazine's total advertising revenues and during
the fiscal year ended December 31, 1997, the top five accounts
represented approximately 33% of total advertising revenues, with
none accounting for in excess of 10% on its own. Detour has been
successful in obtaining major new advertisers and in increasing the
number of ad pages from key clients.
As part of the proceeds derived by the Company from its
private offering referenced subsequent hereto, along with re-design
of the publication, new advertising media kits will be done. The
new media kits will prominently tout the Magazine's re-design and
the new plans management has for the publication. In anticipation
of the successful "re-introduction" of Detour, two additional sales
people will be added to the staff. The additional staff will go
after new categories of advertising made possible by the re-design
and increased circulation.
Circulation
The Magazine has been distributed by Rider Circulation
Services, Inc. ("RCS"). Under its contract with RCS, Detour also
uses the international distributing services of the Curtis
Circulation Company ("Curtis"). Curtis is a leading international
distributor, allowing for large scale distribution of Detour.
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The new management team has added a prominent newsstand
consultant to expand the Magazine's newsstand sales. The
consultant will coordinate a marketing plan between the publisher
and the national distributor. It is hoped and expected that this
will bring new retail display opportunities to Detour, but there
can be no assurances that this will occur. The consultant will
renegotiate direct sales contracts for bookstores (i.e., Barnes &
Noble, Borders, Walden) to increase profitability and distribution.
Increase in expenditures will be made to expand point of sale
promotions in airports, bus and train terminals and metro
newsstands. This should not only increase newsstand sales, but
should give the advertisers more visibility. The new "luxury" size
of the Magazine should allow for additional display at newsstands.
RCS will also solicit new retail authorizations (allow magazines
into their chains stores, i.e., supermarket chains). This move
should make the Magazine more accessible to buyers.
In addition, the national distributor will perform major
distribution assignments in attempts to increase circulation of the
Magazine. The assignments should result in matching its major
competitors in the number of copies and locations of Detour as well
as put more copies of Detour in higher potential retailers.
Readership Profile
The Magazine's reputation as a cutting-edge fashion and
entertainment magazine has translated into a readership profile
comprised of the most attractive audience for advertisers.
Detour's readers average 29 years of age, with average incomes of
$99,770 per year, most are professional, over 60% are single, and
74% percent have obtained college or postgraduate degrees. The
average reader of Detour spends over $15,000 per year on clothing
and dines out 2.6 times per week.
Subscriptions
In October 1997, management hired a nationally recognized
subscription consulting firm. It intends to expand the Company's
subscription business by including the Magazine with prominent
national subscription agents (i.e., Publisher's Clearing House,
American Family Publishers). In addition, attempts will be made to
expand subscription sales into doctor's offices, hotels, and clubs.
The billing and renewal series and blow-in cards will be rewritten
and designed. All these efforts should increase the Magazine's
subscription sales, but there are no assurances the Company will be
successful in doing so. To facilitate the same, the following
activities will be undertaken, or have already been undertaken:
- A subscriber research study will be undertaken in order to
provide the Company's editorial department and advertising
community with a new profile of a Detour Magazine reader.
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- In October, 1997, the Company negotiated a program with
Express stores (owned by Limited, Inc.) whereby each
customer of Express who purchased over $100.00 of
merchandise received a subscription to the Magazine. The
program ran from mid-November through December 1997 at all
Express stores in the U.S. It is estimated that over
100,000 customers fell into this category.
- Two new direct-mail packages will be designed, one the
control and the other the test package, which will be mailed
over the next 18 months. Over this time period, an
estimated 1.6 million packages will be mailed.
- A list-manager will be hired to sell Detour's subscribers
list. This will be a new revenue stream for the publication
and will support the efforts to expand circulation.
Editorial
Editorial changes will not involve a major digression from the
Magazine's current content. Management believes and in-house
studies have indicated that the Magazine has found a strong
following among a young, affluent, professional audience. Instead,
management intends to broaden the Magazine's appeal within this
target group. This will be accomplished through several carefully
designed format and content changes, including the following:
- The Magazine will contain more pictorials, be a faster
read. The aim is to attract a wider audience in terms of fashion,
entertainment, and widening the focus of the Magazine by putting in
features and stories that will have a broader appeal to the target
group.
- The front of the Magazine will be redesigned to improve
the readability of the Magazine. Information will be made more
easily accessible. In addition, advertising franchise positions
will be created for the advertisers. This will aid in the
advertising sales effort by providing advertisers with value added
to their normal advertising.
- The Magazine's physical size will be changed to a
smaller size (9 x 10 7\8). This is the same size as such magazines
as "In Style," "Elle Decor," and "Martha Stuart's Living." This
change should improve newsstand display, make it easier for
advertisers to provide ad materials and make subscription
distribution more efficient.
Acquisitions
As stated above herein, as part of the business plan of the
Company to be implemented as of the date of this report, it is the
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intention of management to undertake an aggressive acquisition
campaign. The Company intends to identify and acquire businesses
currently conducting active operations in the publishing industry.
Management has not identified any other particular area of interest
within which the Company will concentrate its efforts. Rather,
management intends to concentrate on identifying any number of
preliminary prospects which may be brought to the attention of
management through present associations or by word-of-mouth. The
Company may review venture capital and other publications wherein
publishing business opportunities are advertised for sale, and may
solicit other business opportunities. However, management has no
plans to consider an acquisition or merger with any entity which
results in a change in control of the Company.
As a portion of its preliminary evaluation of a potential
business, management intends to review, among other things, the
following items relating to the business:
(1) Whether the proposed opportunity complements the Company's
present businesses;
(2) Potential for growth, as evidenced by new technology,
anticipated market penetration and expansion, and/or new products;
(3) Competitive position within the industry segment and the
industry as a whole, when compared with firms of similar size and
experience;
(4) Whether present management of the Company can incorporate
all or a portion of the administration of the proposed business and
the experience, strength, and skill level of existing management,
either in place or to be recruited;
(5) Short and long-term capital requirements and sources of
needed funding;
(6) Level of operations to date, including length of operating
history, gross and net revenues, operating margins and projected
increases in revenues;
(7) Extent to which the acquiring business can be advanced by
consummating an acquisition of the business by the Company and the
corresponding cost/benefit ratio of such participation to the
Company;
(8) Access to any additional management expertise, personnel,
services, professional services and other item which might be
required relating to the acquisition of the business;
(9) The business's past history of labor relations,
unionization and business disruptions due to labor problems; and
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(10) Other relevant factors, including goodwill developed,
profitability, debt load and servicing arrangements and the
prospects of acquiring competitors within the industry.
Management anticipates that this evaluation will provide a
broad overview of the acquisition candidate. Through its present
associations, management believes a significant number of business
opportunities may be identified for evaluation in accordance with
the factors set forth above.
Management contemplates that the Company will seek to acquire
a business that demonstrates assets, earnings, or both, and that
preliminary evaluations undertaken by the Company will aid the
Company in identifying suitable acquisition candidates which meet
these criteria. The Company has not established a specific level
of earnings or assets below which the Company will not consider for
acquisition. Moreover, management may identify an acquisition of
a candidate which is generating losses or which has negative
shareholders' equity, or both. Such factors will not necessarily
exclude the business opportunity from being considered for
acquisition. If the Company acquires a publishing business which
is generating losses or which has negative shareholders' equity and
the Company's management is unable to cause the acquired business
to become profitable, there may be a material adverse effect on the
price of the Company's securities.
In the event the Company successfully undertakes a merger or
acquisition, of which there can be no assurance, no finders' fee of
any type or kind shall be paid to any officer, director, promoter
or their affiliates, whether directly or indirectly, by the Company
or by the respective merger/acquisition candidate. However, it is
possible that a finders' fee may be paid to persons who associate
with the Company's officers, directors and their affiliates.
Management will be relying upon their various contacts and
acquaintances, among other things, to provide an introduction of
the Company to prospective acquisition candidates. In the event an
associate of a director of the Company acts in such a manner, the
Board of Directors of the Company has adopted a policy requiring
such a director to abstain from participating in any relevant
negotiations or otherwise voting to approve such a transaction.
The Company's Board of Directors has also adopted a policy
providing that the Company will not acquire or merge with any
company or other business entity in which anyone connected with the
Company, either directly or indirectly, has an interest.
In some instances, the potential acquisition or merger
candidate may not need additional capital, but rather, desires to
establish a public trading market for its shares. A business or
company attempting to consolidate its operations by a merger,
reorganization, asset acquisition or some other form of combination
though the Company may desire to do so to avoid what it may deem to
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be adverse consequences of undertaking a public offering itself.
Factors considered may include time delays, significant expense,
loss of voting control and the inability or unwillingness to comply
with various federal and state laws enacted for the protection of
investors.
Subsequent Events
As discussed above, one of the primary methods in which the
Company's management intends to utilize in order to cause the
Company to become profitable is by acquisition of unrelated,
existing publications which are relatively synergistic to Detour
Magazine. Relevant thereto, effective March 26, 1998, the Company
acquired assets, properties, rights and the business of Milton
Magazine, a magazine which has been published by the family of
Milton Berle. The purchase price paid by the Company included cash
of $153,000, $60,000 of which was paid at closing and the balance
paid over a six month period, including a balloon payment of
$60,000 due on the six month anniversary of the closing, and
assumption by the Company of $140,000 in debt. The Company also
executed consulting agreements with former members of management,
license agreements, including a license agreement with Milton Berle
and trademark license agreements.
Milton Magazine is primarily an "irreverent" social magazine
launched in May 1997, whose motto has been "We smoke, we drink, we
gamble." Prior to acquisition, there were two issues of Milton
Magazine published and released. Total circulation was
approximately 15,000 copies. Its limited revenues were generated
primarily from advertising, which is consistent with the revenues
generated by Detour Magazine. Management intends to expand the
editorial content of Milton to include additional social themes
which appeal to the target market of men, ages 25 through 49,
including fashion, gaming and automobiles, as well as those
subjects previously included in the magazine. While no assurances
can be provided, it is the intention of the Company to issue its
initial release of Milton in August 1998, with initial printing of
150,000 copies, anticipating sales of 40-50,000 copies. The
existing distribution network with RCS described above herein will
be utilized. It is the hope of management to build the
subscription base to 25,000 subscriptions during the initial year
of publication.
Employees
The Company presently has twenty-four (24) employees,
including its President, John C. Evans, its Corporate Secretary,
Barry Ross, its Editor-in-Chief, Jim Turner, and its Publisher,
Luis Barajas. See "Part III, Item 9," below. The Company employs
two accounting persons, four administrative personnel, one in
publicity, four persons in the advertising department and 13 in the
editorial department. Further, the Company employs additional
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persons on an "as needed" basis, depending upon the number of
projects in which the Company is involved. Many of these persons
are retained on a contractor basis. Management believes that its
relationship with its employees is satisfactory. No employee is a
member of any union.
Competition
The Company competes with publicly and privately held
companies in the publishing business. Specifically, management
view Vanity Fair (circulation 1 million), Details (circulation
485,000) and Interview (circulation 150,000) as the principal
competitors to the Company's Magazine, each of whom are believed to
have greater resources, both financial and otherwise, than the
resources presently available to the Company.
Trademarks
The Company has filed a federal registration of the trademark
Detour with the United States Patent and Trademark Office,
Washington, D.C. and the application has been assigned a filing
date of September 2, 1997, Serial No. 75-350798.
Government Regulations
The Company is not subject to any extraordinary governmental
regulations relating to its business.
ITEM 2. DESCRIPTION OF PROPERTY
Facilities. The Company's principal place of business
consists of approximately 5,600 square feet of advertising and
executive office space at 6855 Santa Monica Blvd., Suite 400, Los
Angeles, California, for which it pays rent of $5,600 per month. Of
this space, approximately 3,900 square feet is subject to a lease
expiring in September 1999. The balance is leased on a month to
month basis. In addition, the Company presently leases
approximately 2,200 square feet of executive office space at 34
West 22nd. St., 3rd Floor, New York, New York, at a rental fee of
$2,850 per month, escalating to $2,993 per month from February 1999
through January 31, 2001 and to $3,140 per month from February 1,
2000 through January 31, 2001, the termination date of the lease.
It is anticipated that the Company's present premises will be
adequate to meet the Company's needs for the foreseeable future.
The Company also maintains a two bedroom, two bath apartment
in Los Angeles, for which it pays $2,400 per month pursuant to a
six month lease expiring March 1998. It is anticipated that the
Company will continue to rent this space on a month to month basis
upon termination of the primary period.
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The Company's telephone number is (213) 469-9444 and facsimile
number is (213) 469-5941.
Other Property. The Company has no properties and at this
time has no other agreements to acquire any properties, other than
as disclosed hereinabove.
ITEM 3. LEGAL PROCEEDINGS
The Company is party to certain legal proceedings which have
arisen in the normal course of operating the Company's business.
However, there are no material legal proceedings to which the
Company (or any of its officers and directors in their capacities
as such) is a party or to which the property of the Company is
subject and no such material proceedings is known by management of
the Company to be contemplated.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
In June 1997, the Company's shareholders unanimously approved
the reverse merger between the Company and Old Detour.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS
(a) Market Information. The Company's common stock was
approved for trading on the OTC Bulletin Board operated by the
National Association of Securities Dealers on December 9, 1997.
Prior to that date none of the Company's securities were traded.
The initial price of the Company's common stock was $1.00 bid,
$1.50 asked. As of April 15, 1998, the Company's common stock was
trading at $2.62 bid, $3.00 asked.
(b) Holders. There are sixty-six (66) holders of the
Company's Common Stock, not including those holders who hold their
shares in "street name."
(c) Dividends. In December 1997 the Company's Board of
Directors authorized a forward split of the Company's issued and
outstanding common stock, whereby one additional share was issued
in exchange for every share of common stock then issued and
outstanding. The Company has not paid any other dividends on its
Common Stock. The Company does not foresee that the Company will
have the ability to pay a dividend on its Common Stock in the
fiscal year ended December 31, 1998.
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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with
the Company's audited financial statements and notes thereto
included herein. In connection with, and because it desires to
take advantage of, the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, the Company cautions
readers regarding certain forward looking statements in the
following discussion and elsewhere in this report and in any other
statement made by, or on the behalf of the Company, whether or not
in future filings with the Securities and Exchange Commission.
Forward looking statements are statements not based on historical
information and which relate to future operations, strategies,
financial results or other developments. Forward looking
statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and
competitive uncertainties and contingencies, many of which are
beyond the Company's control and many of which, with respect to
future business decisions, are subject to change. These
uncertainties and contingencies can affect actual results and could
cause actual results to differ materially from those expressed in
any forward looking statements made by, or on behalf of, the
Company. The Company disclaims any obligation to update forward
looking statements.
Overview
Detour Magazine, Inc., f/k/a Ichi-Bon Investment Corporation
(the "Company"), was incorporated under the laws of the State of
Colorado on May 18, 1990. On June 6, 1997, pursuant to the terms
of an Agreement and Plan of Reorganization, the Company acquired
all of the issued and outstanding securities of Detour, Inc., a
California corporation, in exchange for 4,500,000 "restricted"
common shares of the Company. As a result, the Company was the
surviving entity. As part of the terms of the aforesaid
transaction, the Company amended its Articles of Incorporation,
changing its name to its present name.
Detour Magazine, Inc. is engaged in publishing of a monthly
magazine entitled Detour, which includes advertisements and
articles relating to fashion, contemporary music and entertainment
and social issues. Management describes the magazine as an "urban,
avant-garde" publication. It derives approximately 90% of its
revenues from advertising, with the balance from circulation. The
Company maintains offices in both Los Angeles and New York City.
The magazine is been published monthly, with the exception of
the issues for January/February and July/August, 1997, for which
one issue is published. The magazine has been, in general,
approximately 192 pages in length, comprised of about 60 to 70
pages of advertising, with the balance in editorial pages. This
15
<PAGE>
reflects the limited, but growing, advertising base which typifies
new publications.
The following information is intended to highlight
developments in the Company's operations to present the results of
operations of the Company, to identify key trends affecting the
Company's businesses and to identify other factors affecting the
Company's results of operations for the fiscal years ended December
31, 1997 and 1996, as well as the three month periods ended
December 31, 1997 and 1996.
Results of Operations
Comparison of Results of Operations for the fiscal years ended
December 31, 1997 and 1996.
In the fiscal year ended December 31, 1997, the Company's
revenues were $3,938,828, compared to revenues of $2,736,207
generated during the fiscal year 1996, an increase of $1,202,621
(30.5%). Management believes that this increase was attributable
to the increased size of the Company's magazine, which allowed for
additional advertising. Further, the economic climate in the
United States was relatively favorable and the Company's
advertising clients tend to spend more on advertising during good
economic times. During this period, costs of sales were
$2,063,615, compared to $1,756,078 for the similar period in 1996,
an increase of $307,537 (14.9%). This was also due primarily to
the increased size of the Company's magazine, which resulted in
increased printing and paper costs as a factor of such growth.
During this period, however, there was a decrease in the Company's
paper costs. Selling, general and administrative expenses were
$3,187,932 for the fiscal year ended December 31, 1997, compared to
$1,685,392 for the similar period in 1996, an increase of
$1,502,540 (47.1%). This increase was attributable to numerous
factors, including the retention of a new President, John Evans,
who assumed his duties on August 1, 1997, the execution of a
consulting agreement and fees payable thereon, also which took
place on August 1, 1997, increase commissions payable due to the
increase advertising revenues and approximately $350,000 incurred
in professional fees over and above fees normally incurred during
previous fiscal years, as a result of settlement of an outstanding
litigation. The Company's sales advertising staff is paid on a
commission basis. As a result, the Company generated a net loss of
$(1,494,268) for the fiscal year ended December 31, 1997, compared
to a net loss of $(825,828) for the fiscal year ended December 31,
1996, an increase of $(668,440).
Liquidity and Capital Resources
In the fiscal year ended December 31, 1997, the Company had
$11,089 in cash and cash equivalents. It also increased its
accounts receivable to $399,580 from $174,079 for the similar
16
<PAGE>
period in 1996, an increase of $225,501 (56.4%), which management
attributes to increased advertising.
The Company has three outstanding notes payable to non-
affiliates in the aggregate principal amount of $372,000, including
the following: (i) the principal amount of $190,000, which is due
upon demand and bears interest at the rate of 18%, payable
quarterly, This note is personally guaranteed by Ed Stein, an
officer, director and principal shareholder of the Company; (ii)
the principal balance of $122,000, which bears interest at the rate
of 8% per annum. All principal and interest on this note is due
January 22, 1998 and this note is also personally guaranteed by Mr.
Stein; and (iii) one note with an outstanding balance of $60,000 as
of the date of this report, which accrues interest at the prime
rate, plus 2%. Principal and interest on this note is due in two
remaining installments of $45,000 and $15,000, which were due on
February 1, 1998 and March 15, 1998. These payments were not made
when due; however, the Company has a $30,000 credit with the note
holder and management and the note holder are presently involved in
negotiations relating to the balances due and applicable payment
dates thereon. The Company has not received any notice of default
in regard to this note from the holder thereof.
The remaining outstanding note payable to an unaffiliated
party in the principal amount of $932,313 arose out of a loan
originally due to an affiliated party. Relevant thereto, in 1995,
Mr. Stein loaned the Company $932,313 which bears interest at the
rate of 12% per annum and is due upon demand. The obligation is
secured by all of the assets of the Company. The note holder
agreed to subordinate this security position relevant to the
Company's accounts receivable factoring arrangement. This
stockholder subsequently assigned this Note to JCM Capital Corp.
("JCM"). It is the intention of the Company to repay this
obligation in full with the proceeds derived from the private
equity Offering described hereinbelow. However, there can be no
assurances that the Company will raise a sufficient amount of funds
to enable it to repay this obligation, as well as to implement the
Company's business plan described elsewhere in this report. In the
event less than the full amount of the private offering is raised,
management will need to allocate the proceeds derived from the
offering in the manner which they believe to be in the best
interests of the Company. In this regard, JCM has advised the
Company, in writing, of its willingness to defer repayment of the
Company's obligation to it until such time as the entire private
placement offering has been funded and the offering closes.
Mr. Stein has also loaned the Company the principal sum of
$609,976, which loan bears interest at the rate of 12% per annum,
calculated on the average monthly outstanding balance and which is
due upon demand. Applicable thereto, Mr. Stein has provided the
Company with a letter advising that he will abstain from demanding
any repayment on this obligation at least through December 31,
1998.
17
<PAGE>
The Company presently factors its monthly domestic accounts
receivable with Riviera Financial, Inc., Los Angeles, California
("Riviera"). The majority of factoring provided by Riviera is on
a non-recourse basis. On average, the Company pays a fee to
Riviera of approximately 4.5% per month. Historically, the Company
factors approximately $3 million per annum in accounts receivable
with Riviera. Riviera's maximum fee for factoring the Company's
receivables is 9% per month, with a hold back of 11% on each
invoice until receipt of funds. Therefore, Riviera is only
factoring 89% of the Company's total eligible domestic advertising
receivables. In addition, Riviera also acts in the capacity of
credit manager for the Magazine by performing credit checks,
mailing invoices, making collection calls and posting receivables.
It is anticipated that, provided the Company successfully sells a
substantial portion of its common stock in the private offering
described herein, the factoring relationship with Riviera will be
terminated, as management believes that it will no longer be
necessary due to sufficient cash then available to the Company.
However, there are no assurances that the Company will sell a
sufficient number of shares of its common stock to allow it to
terminate.
Management intends to undertake a plan of expansion and in
order to effectuate the same, has recognized the Company's need for
additional operating capital. In response thereto, in November
1997 the Company commenced a private offering of its common stock
wherein it is offering up to 4,700,000 shares of the Company's
common stock (post forward split) at a price of $.75 per share, for
aggregate gross proceeds of up to $3,525,000. As of the date of
this report, the Company has received gross proceeds of $715,000
from the sale of 953,336 common shares in this offering. This
offering will close in May 1998. There can be no assurances that
all of the Shares to be offered will be sold, or that the Company
will generate sufficient interest in this offering to solve its
cash shortage. Previously, the Company issued options to an
overseas entity, allowing such entity to acquire up to 2,000,000
shares of the Company's common stock (pre forward split) at an
exercise price of $1.50 per share. However, the options expired
prior to exercise of the same as a result of a mutual decision
between the subscriber and the Company, as the Company elected to
proceed with the private offering instead.
Trends
Management believes that the Company will continue to operate
the Company's business at a loss for the next twelve months, but is
optimistic that the Company will begin generating profits from its
operations beginning in the 1998 fiscal year. This will occur as
a result of cost cutting measures which have been adopted by
management and anticipation of increased circulation of and
advertising in the Company's magazine and corresponding revenues
therefrom. However, there can be no assurances that the Company
18
<PAGE>
will become profitable within the time parameters described herein,
or at all.
Inflation
Although the operations of the Company are influenced by
general economic conditions, the Company does not believe that
inflation had a material affect on the results of operations during
the fiscal year ended December 31, 1997.
Year 2000 Disclosure
Many existing computer programs use only two digits to
identify a year in the date field. These programs were designed
and developed without considering the impact of the upcoming change
in the century. If not corrected, many computer applications could
fail or create erroneous results by or at the Year 2000. As a
result, many companies will be required to undertake major projects
to address the Year 2000 issue. The Company presently owns
approximately $80,000 worth of computers. It utilizes outside
contractors for the bulk of its computer work. These consultants
have advised the Company that they have made all necessary
revisions to their software to avoid any potential problems arising
in the year 2000. Relevant to the Company's computers, management
is in the process of retaining outside computer consultants to
assist the Company in insuring that its computers will not fail in
2000. However, as of the date of this report, the Company does not
have available a definitive cost applicable to any service to be
undertaken on its computer software to avoid any problems in this
regard. While no assurances can be provided, management believes
that such cost will not be material to the Company.
ITEM 7. FINANCIAL STATEMENTS
19
<PAGE>
DETOUR MAGAZINE, INC.
FINANCIAL STATEMENTS
For the Years Ended December 31, 1997 and 1996
20
<PAGE>
DETOUR MAGAZINE, INC.
CONTENTS
Page
----
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS
Balance Sheet 2-3
Statements of Operations 4
Statements of Changes in Stockholders' Equity 5
Statements of Cash Flows 6-7
NOTES TO FINANCIAL STATEMENTS 8-15
21
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Board of Directors of
Detour Magazine, Inc.
We have audited the accompanying balance sheet of Detour Magazine,
Inc. as of December 31, 1997, and the related statements of
operations, accumulated deficit and cash flows for the years ended
December 31, 1997 and 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Detour
Magazine, Inc. as of December 31, 1997 and the results of its
operations and its cash flows for the years ended December 31, 1997
and 1996 in conformity with generally accepted accounting
principles.
s/Marcum & Kleigman LLP
Woodbury, New York
March 6, 1998, except for Note 10b
which is dated April 14, 1998
-1-
22
<PAGE>
<TABLE>
DETOUR MAGAZINE, INC
BALANCE SHEET
December 31, 1997
<CAPTION>
ASSETS
------
<S> <C>
CURRENT ASSETS
- --------------
Cash $ 11,089
Accounts receivable, less allowance for
doubtful accounts of $107,230 399,580
Prepaid expenses and other current
assets 61,079
--------
Total Current Assets 471,748
PROPERTY AND EQUIPMENT, net 132,591
- ----------------------
OTHER ASSETS
- ------------
Security deposits 13,750
--------
TOTAL ASSETS $618,089
========
<FN>
The accompanying notes are an integral part of
these financial statements.
</TABLE>
-2-
23
<PAGE>
<TABLE>
DETOUR MAGAZINE, INC.
BALANCE SHEET
December 31, 1997
<CAPTION>
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
----------------------------------------
<S> <C>
CURRENT LIABILITIES
- -------------------
Accounts payable and accrued expenses $ 929,394
Unexpired subscriptions 192,057
Notes payable 372,000
Note payable, stockholder 932,313
Interest payable 208,960
----------
Total Current Liabilities 2,634,724
----------
OTHER LIABILITIES
- -----------------
Due to stockholder 609,976
Interest payable 34,871
----------
Total Other Liabilities 644,847
----------
Total Liabilities 3,279,571
----------
COMMITMENTS AND CONTINGENCIES
- -----------------------------
STOCKHOLDERS' DEFICIENCY
- ------------------------
Preferred stock, $.01 par value,
10,000,000 shares authorized, none
issued and outstanding -0-
Common stock, $.001 par value, 25,000,000
shares authorized, 10,369,336 shares
issued and outstanding 10,369
Additional paid-in capital 1,035,068
Accumulated deficit (3,706,919)
----------
TOTAL STOCKHOLDERS' DEFICIENCY (2,661,482)
----------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIENCY $ 618,089
===========
<FN>
The accompanying notes are an integral part of
these financial statements.
</TABLE>
-3-
24
<PAGE>
<TABLE>
DETOUR MAGAZINE, INC.
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1997 and 1996
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
SALES $3,938,828 $2,736,207
- -----
COSTS OF SALES 2,063,615 1,756,078
- -------------- ---------- ----------
GROSS PROFIT 1,875,213 980,129
SELLING, GENERAL AND ADMINISTRATIVE
- -----------------------------------
EXPENSES 3,187,932 1,685,392
-------- ---------- ----------
OPERATING LOSS (1,312,719) (705,263)
OTHER EXPENSE
- -------------
Interest expense (181,549) (120,565)
---------- ----------
NET LOSS $(1,494,268) $ (825,828)
=========== ==========
LOSS PER SHARE OF COMMON STOCK
- ------------------------------
Basic and Diluted $(0.15) $(0.09)
====== ======
WEIGHTED AVERAGE COMMON STOCK
- -----------------------------
OUTSTANDING 10,015,389 9,394,827
----------- ========== ==========
<FN>
The accompanying notes are an integral part of
these financial statements.
</TABLE>
-4-
25
<PAGE>
<TABLE>
DETOUR MAGAZINE, INC.
STATEMENTS OF CHANGES OF STOCKHOLDERS' EQUITY
For the Years Ended December 31, 1997 and 1996
Additional
Common Stock Paid-in Accumulated
Share Amount Capital Deficit Total
--------- ------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance - January 1, 1996 8,445,000 $ 8,445 $155,875 $(1,386,823) $(1,222,503)
Issuance of common stock 885,760 886 621,821 - 622,707
Net loss - - - (825,828) (825,828)
--------- ------- ---------- ----------- -----------
Balance - December 31, 1996 9,330,760 9,331 777,696 (2,212,651) (1,425,624)
Recapitalization resulting
from merger (4,330,760) (4,331) 47 - (4,284)
Stock split 5,000,000 5,000 (5,000) - -0-
Issuance of common stock 369,336 369 262,325 - 262,694
Net Loss - - - (1,494,268) (1,494,268)
---------- ------- ---------- ----------- -----------
Balance - December 31, 1997 10,369,336 $10,369 $1,035,068 $(3,706,919) $(2,661,482)
========== ======= ========== =========== ===========
<FN>
The accompanying notes are an integral part of
these financial statements.
</TABLE>
-5-
26
<PAGE>
<TABLE>
DETOUR MAGAZINE, INC.
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1997 and 1996
<CAPTION>
1997 1996
----------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
- ------------------------------------
Net loss $(1,494,268) $(825,828)
----------- ---------
Adjustments to reconcile net loss to
Net cash used in operating activities:
Depreciation 35,640 33,093
Changes in allowance for doubtful
accounts 77,230 5,000
(Increase) decrease in accounts
receivable (302,731) 88,818
(Increase) decrease in prepaid
expenses and other current assets (24,301) 40,194
Decrease(increase) in security deposits 5,770 (185)
Increase in accounts payable and
accrued expenses 484,359 86,756
Increase in unexpired subscriptions 166,393 9,944
Increase in interest payable 164,584 18,568
----------- ---------
TOTAL ADJUSTMENTS 606,944 282,188
----------- ---------
NET CASH USED IN OPERATING ACTIVITIES (887,324) (543,640)
----------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
- ------------------------------------
Purchases of property and equipment (19,346) (23,294)
Collection from (advances to) officer, net 52,241 (52,241)
----------- ---------
NET CASH PROVIDED BY (USED IN) INVESTING
ACTIVITIES 32,895 (75,535)
----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
- ------------------------------------
Proceeds from notes payable 122,000 190,000
Principal repayments of note payable,
stockholder 0 (300,000)
Advances from stockholder, net 503,886 106,090
Net proceeds from issuance of common
stock 262,694 622,707
----------- ---------
NET CASH PROVIDED BY FINANCING
ACTIVITIES $ 888,580 $ 618,797
----------- ---------
<FN>
The accompanying notes are an integral part of
these financial statements.
</TABLE>
-6-
27
<PAGE>
<TABLE>
DETOUR MAGAZINE, INC.
STATEMENTS OF CASH FLOWS, Continued
For the Years Ended December 31, 1997 and 1996
<CAPTION>
1997 1996
----------- ---------
<S> <C> <C>
NET INCREASE (DECREASE) IN CASH $ 34,151 $ (378)
CASH (OVERDRAFT) - Beginning (23,062) (22,684)
- ---------------- ----------- ---------
CASH (OVERDRAFT) - Ending $ 11,089 $ (23,062)
- ---------------- =========== =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
- -------------------------------------------------
Cash paid during the years for:
Interest $ 16,965 $ 26,068
Taxes $ 1,100 $ 1,113
Non cash investing and financing activities:
During 1997, the Company converted accounts payable in the amount of
$105,000 to a promissory note.
<FN>
The accompanying notes are an integral part of
these financial statements.
</TABLE>
-7-
28
<PAGE>
DETOUR MAGAZINE, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - Summary of Significant Accounting Policies
------------------------------------------
Nature of Business
------------------
Detour Magazine, Inc., formerly know as Ichi-Bon Investment
Corporation (the "Company"), was incorporated under the laws
of the State of Colorado on May 18, 1990. The Company is in
the business of publishing an international fashion and
entertainment magazine. The Company derives its revenue
primarily from advertising, with the balance from circulation.
The Company maintains office locations in Los Angeles and New
York City.
Business Combination
--------------------
On June 6, 1997, pursuant to terms of an Agreement and Plan of
Reorganization, the Company acquired all of the issued and
outstanding securities of Detour, Inc., a California
corporation, in exchange for 4,500,000 "restricted" common
shares of the Company. As a result, the Company was the
surviving entity. This transaction was accounted for as a
reverse acquisition whereby Detour, Inc. was the acquirer for
accounting purposes. The historical financial statements prior
to June 6, 1997 are those of Detour, Inc. As part of the terms
of this transaction, the Company amended its Articles of
Incorporation, changing its name to Detour Magazine, Inc.
Property and Equipment
----------------------
Property and equipment is stated at cost. Maintenance and
repairs are charged to expense as incurred; costs of major
additions and betterments are capitalized. When property and
equipment is sold or otherwise disposed of, the cost and
related accumulated depreciation are eliminated from the
accounts and any resulting gain or loss is reflected in
income.
Depreciation and Amortization
-----------------------------
Depreciation is provided for on the straight-line and
accelerated methods over the estimated useful lives of the
related assets. The cost of the leasehold improvements is
amortized over the lesser of the estimated useful lives of the
assets or the length of the related leases.
-8-
29
<PAGE>
DETOUR MAGAZINE, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - Summary of Significant Accounting Policies, continued
------------------------------------------
Advertising Costs
-----------------
Advertising costs are expensed as incurred.
Revenue Recognition
-------------------
Advertising revenue is recognized upon the issuance of the
magazine. Subscription revenue is recognized on a monthly
basis over the life of the individual subscriptions. Unexpired
subscriptions represent unearned subscription revenue.
Income Taxes
------------
Deferred income tax assets and liabilities are computed
annually for differences between the financial statement and
tax basis of assets and liabilities that will result in
taxable or deductible amounts in the future based on enacted
laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation
allowances are established when necessary to reduce deferred
tax assets to the amount expected to be realized. Income tax
expense is the payable or refundable for the period plus or
minus the change during the period in deferred tax assets and
liabilities.
Net Earnings per Share
----------------------
During the year ended December 31, 1997, the Company adopted
the provision of statements of accounting standards No. 128
Earnings per Share ("SFAS No. 128"). SFAS No. 128 eliminates
the presentation of primary and fully diluted earnings per
share ("EPS") and requires presentation of basic and diluted
EPS. Basic EPS is computed by dividing income (loss) available
to common stockholders by the weighted-average number of
common shares outstanding for the period. Diluted EPS is
based on the weighted-average number of shares of common
stock and common stock equivalents outstanding at year end.
Common stock equivalents have been excluded from the
weighted-average shares for 1997 and 1996, as inclusion is
anti-dilutive. All prior period EPS data has been restated
to conform to the new pronouncement.
Stock-Based Compensation
------------------------
In October 1995, Financial Accounting Standards Board issued
Statements of Financial Accounting Standards. No. 123
"Accounting for Stock Based Compensation" ("SFAS No. 123").
SFAS No. 123 requires compensation expense to be recorded (i)
-9-
30
<PAGE>
DETOUR MAGAZINE, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - Summary of Significant Accounting Policies, continued
-------------------------------------------
Stock-Based Compensation, continued
------------------------
using the new fair value method or (ii) using existing
accounting rules prescribed by Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees"
("APB 25") and related interpretations with pro forma
disclosure of what net income and earnings per share would
have been had the Company adopted the new fair value method.
The Company intends to continue to account for its stock based
compensation plans in accordance with the provision of APB 25.
Had the Company elected to recognize compensation costs based
on the fair value of the options at the date of grant as
prescribed by SFAS No. 123, there would be no material effect
from that recognized under APB 25 for the year ended December
31, 1997.
Reclassifications
-----------------
Certain accounts in the prior year financial statements have
been reclassified for comparative purposes to conform with the
presentation in the current year financial statements. These
reclassifications have no effect on previously reported
income.
Use of Estimates in the Financial Statements
--------------------------------------------
The preparation of financial statements in conformity 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 amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates.
Fair Value of Financial Instruments
-----------------------------------
The Company's financial instruments include cash, accounts
receivable and accounts payable and amounts due to
stockholders. Due to the short-term nature of these
instruments, the fair value of these instruments approximate
their recorded value.
NOTE 2 - Accounts Receivable
-------------------
In October 1997, the Company amended its factoring agreement
for the majority of the Company's accounts receivable with a
finance company. The receivables are purchased at a discount
between 2.5% and 9% on a preapproved basis. The majority of
the factoring provided by the finance company is on a non-
recourse basis. The Company's obligation to the finance
-10-
31
<PAGE>
DETOUR MAGAZINE, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - Accounts Receivable, continued
-------------------
company is secured by substantially all of the Company's
assets. At December 31, 1997 approximately $40,000 of
outstanding receivable is due from the finance company and
included in accounts receivable.
NOTE 3- Property and Equipment
----------------------
Property and equipment at December 31, 1997 consists of the
following:
Estimated
Amount Useful Lives
-------- ------------
Office equipment $148,870 5-7 years
Furniture and fixtures 57,506 5-7 years
Leasehold improvements 20,453 Term of the leases
--------
226,829
Less: Accumulated
Depreciation
and amortization 94,238
--------
Property and
Equipment, net $132,591
========
Depreciation and amortization expense for the years then ended
December 31, 1997 and 1996 $35,640 and $33,093, respectively.
NOTE 4 - Notes Payable
-------------
Notes payable at December 31, 1997 consists of the following:
Note payable - unrelated party, due on
demand, bears interest at 18% payable
quarterly. The note is personally
guaranteed by the Company's majority
stockholder. $190,000
Note payable - unrelated party,
principal and unpaid interest is due on
January 22, 1998, bears interest at 8%.
The note is personally guaranteed by
the Company's majority stockholder. 122,000
-11-
32
<PAGE>
DETOUR MAGAZINE, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - Notes Payable, continued
-------------
Note payable - unrelated party,
principal and unpaid interest is due in
three installments of $45,000, $45,000
and $15,000 on December 1, 1997,
February 1, 1998 and March 15, 1998,
respectively, bears interest at prime
rate plus 2%. 60,000
--------
Total Notes Payable $372,000
========
NOTE 5 - Due to Stockholder
------------------
This balance represents advances from Mr. Stein, (the
"majority stockholder") of the Company, which bears interest
at 12% per annum calculated on the average monthly
outstanding balance. (See Note 10b).
NOTE 6 - Note Payable, Stockholder
-------------------------
The majority stockholder of the Company advanced funds in the
amount of $932,313 to the Company during 1995. This amount was
converted to a demand note (the "Note") subsequently, bearing
interest at 12% per annum calculated on the average monthly
outstanding balance. On August 14, 1996, this Note was
assigned by the majority stockholder to another stockholder,
JCM Capital Corp. The Note is secured by substantially all
the assets of the Company and is subordinated to the Company's
factoring agreement with a finance company (see Note 2). At
December 31, 1997 $932,313 is outstanding under this Note.
(See Note 10b)
NOTE 7 - Income Taxes
------------
The Company recognizes deferred tax assets for the future tax
effect of net operating loss carryforwards. A valuation
allowance is provided if it is unlikely that some portion or
all of the deferred tax assets will not be realized.
Management concluded a valuation allowance was appropriate at
December 31, 1997 due to operating losses incurred. The need
for a valuation allowance is evaluated periodically by
management.
The components of deferred tax assets at December 31, 1997 are
as follows:
Federal $1,245,423
State 431,869
----------
-12-
33
<PAGE>
DETOUR MAGAZINE, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 7 - Income Taxes, continued
------------
Total Deferred Tax Assets 1,677,292
Less: Valuation Allowances 1,677,292
----------
Deferred Tax Asset, Net of
Valuation Allowances $ -0-
==========
Operating loss carryforwards, which may provide future tax
benefits approximate $3,663,009 at December 31, 1997. The
operating loss carryforwards expire through 2012.
NOTE 8 - Commitments and Contingencies
-----------------------------
Leasing Arrangements
--------------------
The Company conducts its operations from two facilities that
are leased under a five year and a three year noncancelable
operating lease expiring in October 1999 and January 1998,
respectively. The Company renewed its three year lease for an
additional three years expiring January 2001. The Company
rents additional space at one of its facilities on a month to
month basis at a monthly rent of $1,700. The Company's per
annum rent on one of its locations will increase by a
percentage of any increase in real estate taxes and water and
sewer charges in excess of the base year amount on that
location.
Certain operating leases provide renewable options at their
fair rental value at the time of renewal. In the normal
course of business, operating leases are generally renewed or
replaced by other leases.
Rent expense for the years ended December 31, 1997 and 1996
was $105,837 and $97,666, respectively.
Minimum future rental payments under noncancelable operating
leases as of December 31, 1997 in the aggregate are as
follows:
Year Ending
December 31, Amount
------------ --------
1998 $ 85,450
1999 74,768
2000 37,556
2001 3,142
--------
Total $200,916
========
-13-
34
<PAGE>
DETOUR MAGAZINE, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 8 - Commitments and Contingencies, continued
-----------------------------
Employment Agreement
--------------------
On August 19, 1997, the Company entered into a two year
employment agreement with the president of the Company. The
commitment for future salaries under this agreement as of
December 31, 1997 is approximately $210,000.
Consulting Agreement
--------------------
On August 19, 1997, the Company entered into a two year
noncancelable consulting agreement with an entity owned by
the president and an officer of the Company. The commitment
for future consulting payments under the agreement as of
December 31, 1997 is approximately $175,000.
NOTE 9 - Common Stock
------------
Stock Split
-----------
In December 1997, the Company undertook a forward stock split,
whereby each share of common stock then issued and outstanding
was provided with a one share stock dividend.
Private Offering
----------------
In November 1997, the Company commenced a private offering of
its common stock, wherein it proposed to sell up to 2,350,000
shares of common stock at a price of $1.50 per share. At
December 31, 1997, the net proceeds received from the private
offering in connection with the sale of 369,336 shares of
common stock, as a result of the above mentioned stock split,
was $262,694.
Stock Options
-------------
In November 1997, the Company adopted a nonqualified stock
option plan which reserved 2,200,000 shares of common stock
that may be granted to key employees, consultants,
representatives, officers and directors. The option price per
share will be determined by the Board of Directors at the time
any option is granted.
On June 9, 1997, the Company granted options to purchase
2,200,000 common stock shares at $0.01 per share. The total
options granted and outstanding under the plan at December 31,
1997 was 4,400,000 as a result of the above mentioned stock
split.
Securities Offering
-------------------
During 1996, the Company raised $622,707, net of direct
expenses, through a securities offering. The Company also
-14-
35
<PAGE>
DETOUR MAGAZINE, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 9 - Common Stock, continued
------------
issued, in connection with this offering, 385,820 shares of
restricted common stock to the lead underwriter (the
"Underwriter") for services rendered. The shares issued to
the Underwriter were considered to have no value by the
Company given the restrictions placed on the shares and the
financial condition of the Company.
NOTE 10 - Subsequent Events
-----------------
a. In February 1998, the Company entered into an agreement to
purchase certain assets and liabilities of a "Milton" magazine
for a purchase price of $153,000. The agreement includes
certain trademarks, copyrights and contractual agreements and
obligations.
b. On April 14, 1998, Mr. Stein agreed to extend repayment of
amounts payable to him until after December 31, 1998 (see
Note 5). On April 14, 1998, JCM Capital Corp. agreed to
extend repayment of its demand note until December 31, 1998
unless the Company completes its private placement offering
for total proceeds of $3 million. (See Note 6).
-15-
36
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
In June 1997, the Company filed a Form 8-K, advising of the
change in independent certified accountants, changing from Kish,
Leake & Associates to Marcum & Kleigman LLP, who have audited the
Company's financial statements appearing elsewhere in this report.
There were no disagreements with Kish, Leake & Associates on
accounting and\or financial disclosure.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
Directors are elected for one-year terms or until the next
annual meeting of shareholders and until their successors are duly
elected and qualified. Officers continue in office at the pleasure
of the Board of Directors.
The Directors and Officers of the Company as of the date of
this report are as follows:
Name Age Position
________________ ___ _________________________
Edward T. Stein 46 Chairman of Board and
Director
John Evans 47 President and Director
Barry Ross 45 Chief Financial Officer,
Corporate Secretary and
Director
Luis Barajas 36 Director
James Turner 36 Director
All Directors of the Company will hold office until the next
annual meeting of the shareholders and until successors have been
elected and qualified. Officers of the Company are elected by the
Board of Directors and hold office until their death or until they
resign or are removed from office.
There are no family relationships among the officers and
directors. There is no arrangement or understanding between the
Company (or any of its directors or officers) and any other person
pursuant to which such person was or is to be selected as a
director or officer.
37
<PAGE>
(b) Resumes:
Edward T. Stein is presently Chairman of the Board and a
Director of Detour, a position he has held since January 1995.
Since 1986, he has also been President of Edward T. Stein
Associates, Ltd., a privately held financial services firm engaged
in money management, insurance and financial planning located in
Melville, New York, and Prima Capital Management Corp., an
affiliated company. Mr. Stein obtained a Bachelor of Science
degree from Rider University, where he majored in finance. He
devotes approximately 80 hours per month to the business of Detour.
John C. Evans is President and a Director of the Company,
positions he assumed on August 1, 1997. Mr. Evans has over 25 years
experience in the magazine publishing industry, including Senior
Vice President and President of the International division of
General Media, Inc., a privately held company which directed
worldwide licensing rights of 13 magazines, including Omni,
Longevity and Penthouse Magazines. Since January 1995, he has been
president of Canterbury Consulting, Inc., a New York corporation
engaged in consulting to the publishing industry, which is also a
consultant to the Company. See "Executive Compensation." From January
1993 through February 1996, Mr. Evans was Chief Executive Officer
of JMG OST Presse SA, a Swiss corporation engaged in publishing a
newspaper and magazine throughout Eastern Europe. Mr. Evans
received a degree from the London College of Printing in 1970. He
devotes substantially all of his time to the business of the
Company.
Barry Ross is Chief Financial Officer, Corporate Secretary and
a Director of the Company, positions he assumed in August 1997.
Mr. Ross has over two decades of experience with some of the
world's largest publishers and has served in key positions for
Charter Publishing, General Media, Kachin Publications and the New
York Times Women's Group. In addition to his positions with the
Company, Mr. Ross is also a partner with Mr. Evans in Canterbury
Consulting, Inc., a New York corporation, which commenced business
in October 1997. From May 1996 through October 1997, Mr. Ross was
a Vice President and Controller for Sullivan Media Corp., New York
City, a company engaged as direct response subscription agents.
From July 1993 through May 1996, Mr. Ross was the Manager of
Newstand Operations of NYT Women's Group, G&J Publishing, New York,
New York, a national publishing company. From March 1993 through
July 1993, he was unemployed. From August 1991 through March 1993,
he was the Controller of Kachina Publications, New York City, a
publishing company. Mr. Ross received a Bachelor of Science degree
from SUNY at Plattsburgh in 1974. He devotes substantially all of
his time to the business of the Company.
James Turner is the Editor-in-Chief and a Director of Detour,
which he co-founded in 1987. Until August 1, 1997, he was
president of the Company. Mr. Turner is responsible for the
38
<PAGE>
contents of the Detour Magazine, as well as an author of numerous
articles contained in the Magazine. Mr. Turner attended Missouri
University, majoring in communications, where he received a
Bachelor of Arts degree. Mr. Turner devotes substantially all of
his time to the business of Detour.
Luis Barajas is a Director and co-founder of Detour, as well
as Creative Director and Publisher of Detour Magazine. Until
August 1, 1997, he was also Corporate Secretary to the Company.
His responsibilities include advertising, developing key
relationships with celebrities and media personalities, creative
input and administration. Mr. Barajas obtained a Bachelor of Arts
degree from Fashion Institute, majoring in fashion mechanics and
design. He devotes substantially all of his time to the business
of Detour.
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's officers, directors and person who own more than 10%
of the Company's Common Stock to file reports of ownership and
changes in ownership with the Securities and Exchange Commission.
All of the aforesaid persons are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they
file.
There were no changes in the securities holdings of any
officer, director or principal shareholder.
ITEM 10. EXECUTIVE COMPENSATION.
Remuneration
The following table reflects all forms of compensation for
services to the Company for the years ended December 31, 1997 and
1996 of the then chief executive officer of the Company.
39
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term Compensation
____________________________
Annual Compensation Awards Payouts
_____________________ ____________________ _______
Securities
Other Under- All
Name Annual Restricted lying Other
and Compen- Stock Options/ LTIP Compen-
Principal Salary Bonus sation Award(s) SARs Payouts sation
Position Year ($) ($) ($) ($) (#) ($) ($)
__________ ____ _______ _____ ______ ________ _______ _______ ______
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James Turner,
President & 1996 $60,000 0 0 0 0 0 0
Director(1) 1997 $35,000 0 0 0 0 0 0
John Evans,
President &
Director 1997 $46,250 0 0 0 0 0 0
_________________________
<F1>
(1) Mr. Turner resigned his position as President of the Company
effective August 1, 1997. On that date, Mr. Evans assumed the
position as President. The information provided herein
discloses the compensation received by Mr. Turner for the
periods indicated. However, Mr. Turner assumed the position
as President of the Company in June 1997, as part of the
reorganization of the Company with Old Detour.
<F2>
(2) It is anticipated that Mr. Evans will be the only employee of
the Company who is expected to receive compensation exceeding
$100,000 during the fiscal year ending December 31, 1998.
</TABLE>
The Company maintains a policy whereby the officers and
directors of the Company may be compensated for out of pocket
expenses incurred by each of them in the performance of their
relevant duties. The Company reimbursed Messrs. Barajas, Evans,
Ross, Turner and Stein, each of whom is a director of the Company,
in the amounts of $32,119, $25,294, $5,096, $15,947 and $24,273,
respectively, for such expenses during the fiscal year ended
December 31, 1997.
In August 1997, the Company entered into a two (2) year
employment agreement with John Evans, President of the Company.
Annual compensation under this contract provides for the Company to
pay Mr. Evans an annual salary of $120,000. In addition, the
Company is providing Mr. Evans a leased automobile. The agreement
also provides for a performance bonus to be paid to Mr. Evans once
40
<PAGE>
the Company generates profits from operations. The terms of such
bonus have not yet been agreed to by the parties.
Also in August 1997, the Company entered into a two (2) year
consulting agreement with Canterbury Consulting, Inc., of which
Messrs. Evans and Ross are the principals. Pursuant to the terms
of the agreement, the Company has agreed to pay to Canterbury
$5,000 per month for the initial six month term, increasing to
$11,667 in the second six months and further increasing to annual
consideration of $100,000 in the last year of the agreement.
Stock Plans
In June 1997, the Company adopted the Detour Magazine, Inc.
1997 Non-Qualified Stock Option Plan (the "Plan"), which reserved
an aggregate of 2,200,000 shares of the Company's Common Stock (pre
forward split) for issuance thereunder. Subsequently, the Company
authorized the issuance of 2,200,000 options under the Plan to five
entities, granting each entity options at an exercise price of $.01
per share, based upon the per share book value of the Company on
the date of issuance in accordance with the terms of the Plan, as
the Company's common stock had not yet begun to trade. As of the
date of this report, all of the issued options have been exercised.
None of the options to purchase shares of the Company's Common
Stock under the Plan were issued in favor of any member of
management.
There are no other bonus or incentive plans in effect, nor are
there any understandings in place concerning additional
compensation to the Company's officers.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
(a) and (b) Security Ownership of Certain Beneficial Owners
and Management.
The table below lists the beneficial ownership of the
Company's voting securities by each person known by the Company to
be the beneficial owner of more than 5% of such securities, as well
as by all directors and officers of the issuer, as of April 15,
1998, the date of this report. Unless otherwise indicated, the
shareholders listed possess sole voting and investment power with
respect to the shares shown.
41
<PAGE>
Name and Amount and
Address of Nature of
Title of Beneficial Beneficial Percent of
Class Owner(1) Ownership Class
- -----------------------------------------------------------------
Common Edward T. Stein(2) 7,512,442 48.9%
201 N. Service Rd.
Suite 100
Melville, NY 11747
Common James Turner(2) 203,636 1.3%
2736 Jalmia Drive
Los Angeles, CA 90046
Common Luis Barajas(2) 203,636 1.3%
2736 Jalmia Drive
Los Angeles, CA 90046
Common All Officers and Directors
as a Group (5 persons) 7,919,714 51.6%
_____________________________
(1) The information relating to beneficial ownership of the
Company's Common Stock by its nominees and other directors is
based on information furnished by them using the definition of
"beneficial ownership" set forth in rules promulgated by the
Securities and Exchange Commission under Section 13(d) of the
Securities Exchange Act of 1934. Except where there may be
special relationships with other persons, including shares
voting or investment power (as indicated in other footnotes to
this table), the directors and nominees possess sole voting
and investment power with respect to the shares set forth
beside their names.
(2) Officer and/or director of the Company.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In 1996, the Company made a loan to Luis Barajas, an officer
and director of the Company, in the principal amount of $52,241,
which, as of the date of this report, has been repaid in full. The
loan was non-interest bearing and was due upon demand.
In 1995, Ed Stein, an officer, director and principal
stockholder of the Company loaned the Company $932,313, which bears
interest at the rate of 12% per annum and is due upon demand. The
obligation is secured by all of the assets of the Company, but the
Note Holder agreed to subordinate this security position relevant
to the Company's accounts receivable. This stockholder
subsequently assigned this Note to JCM Capital Corp. It is the
JCM Capital Corp. It is the intention of the Company to repay this
42
<PAGE>
obligation in full with the proceeds derived from the Company's
Private Offering described hereinabove. However, there can be no
assurances that the Company will raise a sufficient amount of money
from this private offering to allow it to repay this obligation in
full or in part, as well as to utilize said proceeds to allow the
Company to expand as described herein. In this regard, JCM has
advised the Company, in writing, of its willingness to defer
repayment of the Company's obligation to it until such time as the
entire private placement offering has been funded and the offering
closes.
Mr. Stein has also loaned the Company the principal sum of
$609,976, which loan bears interest at the rate of 12% per annum,
calculated on the average monthly outstanding balance and which is
due upon demand. Applicable thereto, Mr. Stein has provided the
Company with a letter advising that he will abstain from demanding
any repayment on this obligation at least through December 31,
1998.
There have been no other related party transactions, or any
other transactions or relationships required to be disclosed
pursuant to Item 404 of Regulation S-B.
PART IV
Item 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
3.1* Certificate and Articles of Incorporation
3.2* Bylaws
3.3 Articles of Merger
EX-27 Financial Data Schedule
* Filed with the Securities and Exchange Commission in the Exhibits
to Form 10-SB, filed in January 1995 and are incorporated by
reference herein.
(b) Reports on Form 8-K
In the last fiscal quarter of the fiscal year ended December
31, 1997, the Company filed one report on Form 8-K, advising of the
change in the Company's fiscal year from October 31 to December 31.
The content of this Form 8-K is incorporated into this report as if
set forth.
43
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on
April 15, 1998.
DETOUR MAGAZINE, INC.
(Registrant)
By:/s/ John Evans
--------------------------------
John Evans, President
By:/s/ Barry Ross
--------------------------------
Barry Ross, Chief Financial
Officer
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant
and in the capacities indicated on April 15, 1998.
/s/ Edward T. Stein
-----------------------------------
Edward T. Stein, Director
/s/ John Evans
-----------------------------------
John Evans, Director
/s/ Barry Ross
-----------------------------------
Barry Ross, Director
/s/ Luis Barajas
-----------------------------------
Luis Barajas, Director
/s/ James Turner
-----------------------------------
James Turner, Director
44
<PAGE>
Detour Magazine, Inc.
Exhibit Index to Annual Report on Form 10-KSB
For the Fiscal Year Ended December 31, 1997
EXHIBITS Page No.
EX-3.3 Articles of Merger 46
EX-27 Financial Data Schedule 52
45
<PAGE>
CHANGE OF NAME FILED COPY
ARTICLES OF MERGER
THIS IS TO CERTIFY:
1. Parties. Pursuant to the terms of that certain definitive
Agreement and Plan of Merger dated June 6, 1997 (the "Agreement"), Ichi-Bon
Investment Corporation ("IBI"), a corporation formed pursuant to the laws of
the State of Colorado, has merged with Detour, Inc. ("Detour"), a corporation
formed pursuant to the laws of the State of California, effective June 6, 1997
(the "Effective Date").
2. Approval. The terms of the Agreement were approved by the
affirmative vote of the Boards of Directors and Shareholders of both IBI and
Detour, respectively, on June 6, 1997, pursuant to unanimous consents or
meetings of the same held pursuant to proper notice (or waiver thereof).
3. Share Exchange. The Agreement provides that all of the
shareholders of Detour, representing 9,400,000 issued and outstanding common
shares, shall exchange their respective shares for an aggregate of 4,500,000
shares of IBI common stock, to be distributed to each Detour shareholder pro
rata to their respective ownership in Detour at the Effective Date.
Immediately prior to the Effective Date, there were 500,000 common shares of
IBI issued and outstanding.
4. Service. For purposes herein, all notices and service of process
may be effectuated by tendering the same to Andrew I. Telsey, Esq., Andrew I.
Telsey, P.C., 2851 South Parker Road, Suite 720, Aurora, Colorado 80014, legal
counsel to IBI.
5. Surviving Entity. Pursuant to the terms of the Agreement, IBI
shall be the surviving entity and, upon the Effective Date and upon filing of
these Articles of Merger with the Colorado Secretary of State and issuance of
an applicable Certificate of Merger by the Secretary of State for the State of
Colorado, Detour shall cease to exist as a bona fide California corporation.
6. Name Change. Pursuant to the affirmative vote of the shareholders
of IBI, the IBI Articles of Incorporation shall be amended to reflect a change
in IBI's name to "Detour Magazine, Inc."
7. Counterparts. This Articles of Merger may be executed in
counterparts, each of which shall be deemed to be an original document, but
together shall be deemed to constitute only one agreement.
19971093036 C
Executed this 6th day of June, 1997. $ 85.00
SECRETARY OF STATE
ICHI-BON INVESTMENT CORPORATION DETOUR, INC. 06-11-97 12:26:42
By: s/Cheryl Okizaki By: s/James Turner
----------------------------- ----------------------------------
Cheryl Okizaki, President James Turner, President
46
<PAGE>
PLAN OF MERGER
OF
DETOUR, INC.
(a California corporation)
INTO
ICHI-BON INVESTMENT CORPORATION
(a Colorado corporation)
This Plan of Merger made and entered into by and between DETOUR, INC., a
California corporation ("Detour") and ICHI-BON INVESTMENT CORPORATION, a
Colorado corporation ("IBI"), hereinafter referred to collectively as the
"Constituent Corporations," parties hereto,
WITNESSETH:
WHEREAS, the respective Boards of Directors of said corporations deem it
advisable that the corporations merge into one corporation as the surviving
corporation, as hereinafter agreed and specified; and
WHEREAS, prior to said merger, IBI has an authorized capitalization of
25,000,000 common shares, par value $0.001 per share, of which 500,000 shares
are issued and outstanding, and 10,000,000 preferred shares, $.01 par value
per share, of which no shares are issued and outstanding; and
WHEREAS, prior to said merger, Detour has an authorized capitalization of
100,000,000 common shares, par value $.001 per share, of which 9,400,000
shares are issued and outstanding;
NOW, THEREFORE, in consideration of the premises, and the mutual
covenants, agreements, provisions and grants herein contained, the Constituent
Corporations hereby agree and prescribe the terms and conditions of this Plan
of Merger, and the mode of carrying the same into effect, as follows:
1. Merger and Surviving Corporation. Detour, the nonsurviving
corporation (hereinafter referred to as the "Nonsurviving Corporation"), is
hereby merged into IBI as the surviving corporation (hereinafter referred to
as the "Surviving Corporation").
2. Conversion of Shares. The manner and basis of converting the
shares of the Nonsurviving Corporation into shares of the Surviving
Corporation are:
(a) None of the shares of any class of the capital stock of the
Surviving Corporation issued and outstanding as of the effective date of
this merger shall be converted as a result of the merger, and all such
shares shall remain unchanged.
47
<PAGE>
(b) 9,400,000 shares of the common stock of the Nonsurviving
Corporation shall be and become 4,500,000 shares of the common stock of
the Surviving Corporation upon surrender for conversion and exchange, and
shall represent only shares in the Surviving Corporation for all
corporate and legal purposes, subject, however, to the rights of
dissenting shareholders; and, such shares shall be called in for
cancellation and exchange for shares in the Surviving Corporation upon
this merger taking effect upon the foregoing basis.
(c) No fractional shares shall be issued by reason of the
conversion and exchange of shares.
3. Approval of Shareholders and Directors. This Plan of Merger has
been submitted for approval to the Board of Directors and Shareholders of each
of the Constituent Corporations, in accordance with the provisions of the
Colorado Business Corporation Act and the Section 607.1102 and Section 1103
of the General Corporation Law of California and their respective Articles of
Incorporation and Bylaws as appropriate. Should such approvals of the
Directors and Shareholders of each Constituent Corporation not be secured or
effected, and this Plan not approved and adopted as contemplated, then it shall,
without any further action by the parties, other than certification to the
other party of the results of the vote by the secretary of the corporation the
shareholders of which shall not have approved or adopted the Plan of Merger, be
cancelled and annulled, and the Constituent Corporations each discharged
without liability to the other.
4. Effect of Merger on Nonsurviving Corporation. Upon this merger
taking effect, the Constituent Corporations shall be and become a single
corporation and be the Surviving Corporation herein designated, the separate
existence of the Nonsurviving Corporation herein shall cease, and the
Surviving Corporation shall have the rights, privileges, immunities, and
powers, and be subject to all the duties and liabilities of a corporation
organized under the laws of the State of Colorado.
5. Effect of Merger on Surviving Corporation. Upon this merger
taking effect, the Surviving Corporation shall thereupon and thereafter
possess all the rights, privileges, immunities, and franchises, of a public as
well as a private nature, of each of the merging corporations, and all
property, real, personal, and mixed, and all debts due on whatever account,
and all other choses in action, and every other interest of or belonging to or
due to each of the corporations so merged shall be deemed to be transferred to
and vested in such single corporation without further act or deed; and the
title to any real estate, or any interest therein vested in any of such
corporations shall not revert or be in any way impaired by reason of the
merger. Such transfer to and vesting in the Surviving Corporation shall be
deemed to occur by operation of law, and no consent or approval of any other
person shall be required in connection with any such transfer or vesting
unless such consent or approval is specifically required in the event of
merger by law or by express provision of any contract, agreement, decree,
order, or other instrument to which either corporation is a party or by which
it is bound.
6. Liabilities and Obligations. Upon this merger taking effect, the
Surviving Corporation shall thenceforth be responsible and liable for all the
liabilities and obligations of each of the corporations so merged; and any
claim existing or action or proceeding, whether civil or criminal, pending by
or against any of such corporations may be prosecuted as if the merger
48
<PAGE>
had not taken place, or such Surviving Corporation may be substituted in its
place. Neither the rights of creditors nor any liens upon the property of any
such corporation shall be impaired by such merger.
7. Transfer of Property. The Nonsurviving Corporation agrees that
from time to time and as and when requested by the Surviving Corporation or by
its successors or assigns, to execute and deliver or cause to be executed and
delivered all such deeds and instruments, assignments, assurances in the law,
or take such action, as the Surviving Corporation may deem necessary or
desirable to vest in and confirm to the Surviving Corporation title to and
possession of any property of the Nonsurviving Corporation acquired or to be
acquired by reason of the merger herein provided for, and its proper officers
and directors shall and will execute and do all such acts and things and
execute such papers and document as are necessary or proper to carry out the
purposes of this merger.
8. Articles of Incorporation. The Articles of Incorporation of the
Surviving Corporation as in effect on the date this merger takes effect shall
continue in full force and effect except that the Articles of Incorporation of
the Surviving Corporation shall be amended to change its name to "Detour
Magazine, Inc."
9. Bylaws. The Bylaws of the Surviving Corporation as existing on
the date this merger takes effect shall be and remain the Bylaws of the
Surviving Corporation until the same are altered, amended or repealed
according to the provisions therefor made or as provided by law.
10. Officers. Upon this merger taking effect, the officers of the
Surviving Corporation shall submit their resignations and the following
persons shall be appointed to hold the offices opposite their respective names
for the remainder of the respective terms of office and until their successors
shall have been elected and qualified:
James Turner President
Edward T. Stein Chief Financial Officer
Luis Barajas Secretary
11. Directors. Upon this merger taking effect, the directors of the
Surviving Corporation shall resign, and those persons named below shall be
appointed to serve for the remainder of the present terms of office of the
Surviving Corporation and until their successors shall have been elected and
qualified:
Edward T. Stein Luis Barajas
James Turner Lorraine Rasmussen
12. Earned Surplus. Upon this merger taking effect, to the extent
allocation to stated capital is not required by reason of this merger by
either or both the Constituent Corporations, the Board of Directors of the
Surviving Corporation may allocate to earned surplus of the Surviving
Corporation, the earned surplus of the Nonsurviving Corporation, and the
earned surplus of both corporations so combined shall be thereafter available
for the payment of dividends by the Surviving Corporation, or for any other
proper use or allocation.
49
<PAGE>
13. Warranties. The Constituent Corporations hereby agree, and
warrant each with the other, that they will cooperate with the other in
carrying out the terms and provisions of this Plan; that they and each of them
will not issue or sell any shares of capital stock, except shares issued
pursuant to rights or warrants outstanding, issue rights to subscribe or
options to purchase any shares of their capital stock, amend the Articles of
Incorporation or Bylaws of their corporation except as may be required to
comply with the terms and provisions of this Plan, issue or contract any
funded debt, declare and pay any dividend or make any other distribution of
surplus, undertake or incur any obligations or liabilities except in the
ordinary course of business and those fees and expenses in connection with the
negotiation and consummation of this merger, mortgage, pledge or encumber any
real or personal property, or interest therein held by them, sell assign or
dispose of any trademark, trade name, patent or other intangible assets,
default in performance of any material contract or other obligation, waive any
right of substantial value, invest in or purchase any security, equity or
property not in the usual course of business; and each of them represent that
all state, federal and local taxes and assessments, excise taxes, ad valorem
taxes and sales taxes, withholding and other employee related obligations are
currently paid and not in default.
14. Abandonment of Merger. Notwithstanding anything to the contrary
or implied herein, this Plan may be abandoned without further liability and
obligation prior to the filing of the Articles of Merger, even if subsequent
to approval being given thereto by the shareholders of both Constituent
Corporations, by the Board of Directors of either Constituent Corporation by
resolution duly adopted and notice thereof received by the other Constituent
Corporation, in the event or upon the contingency that: a material adverse
change occurs in the business, properties, operations or financial condition
of the other Constituent Corporation; any drastic or substantial change occurs
in the economic or political condition generally of the State of Colorado or
the United States which would affect the advisability of completing the merger
herein contemplated; upon the discovery that any financial statements, or
other information furnished by the other Constituent Corporation is highly
inaccurate, misleading in material respect, or omits important relevant data
or information; either of the Constituent Corporations becomes involved in any
litigation not previously disclosed to the other, either pending or
threatened, which would materially affect the financial condition or
reputation of the Constituent Corporation so involved; any action or suit to
enjoin or restrain or restrict the merger herein contemplated has been filed
in any court or agency having jurisdiction in this matter.
15. Expenses. In the event the merger herein contemplated is not
completed, each Constituent Corporation shall bear their own expenses incurred
in the negotiation and processing of this Plan. If the merger herein
contemplated is completed and takes effect, the Surviving Corporation shall
pay all expenses arising by reason of such merger or that remain owing and
unpaid by either Constituent Corporation.
16. Counterpart Agreements. This Plan of Merger may be executed in
counterparts, each of which shall be deemed an original document, but together
shall be deemed to constitute only one agreement.
17. Notices. Notice or other transmittals to the Constituent
Corporations shall be properly made or served if delivered by hand or by
certified or registered mail at or to the addresses set forth below:
50
<PAGE>
If to IBI: Cheryl Okizaki, President
Ichi-Bon Investment Corp.
3222 S. Vance, Suite 100
Lakewood, Colorado 80227
With a copy to: Andrew I. Telsey, Esq.
2851 S. Parker Rd.
Suite 720
Aurora, CO 80014
If to Detour: Mr. Edward T. Stein
Detour, Inc.
201 N. Service Road
Melville, N.Y. 11747
With a copy to: Mark Lindon, Esq.
Schifino & Lindon
1901 Ave. of the Stars, Suite 251
Los Angeles, CA 90067
Executed this 6th day of June, 1997.
ICHI-BON INVESTMENT CORPORATION
By: S/Cheryl Okizaki
---------------------------------------------
Cheryl Okizaki, President
DETOUR, INC.
By: s/James Turner
---------------------------------------------
James Turner, President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1997
<CASH> 11,089
<SECURITIES> 0
<RECEIVABLES> 399,580
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 471,748
<PP&E> 132,591
<DEPRECIATION> 0
<TOTAL-ASSETS> 618,089
<CURRENT-LIABILITIES> 2,634,724
<BONDS> 0
0
0
<COMMON> 10,369
<OTHER-SE> (2,671,851)
<TOTAL-LIABILITY-AND-EQUITY> 618,089
<SALES> 3,938,828
<TOTAL-REVENUES> 3,938,828
<CGS> 2,063,615
<TOTAL-COSTS> 2,063,615
<OTHER-EXPENSES> 3,187,932
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (181,549)
<INCOME-PRETAX> (1,494,268)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,494,268)
<EPS-PRIMARY> (0.15)
<EPS-DILUTED> (0.15)
</TABLE>
