DETOUR MAGAZINE INC
10QSB, 2000-05-23
PERIODICALS: PUBLISHING OR PUBLISHING & PRINTING
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

                             Quarterly Report Under
                       the Securities Exchange Act of 1934

                        For Quarter Ended: March 31, 2000

                         Commission File Number: 0-25388



                              DETOUR MAGAZINE, INC.
        (Exact name of small business issuer as specified in its charter)



                                    Colorado
         (State or other jurisdiction of incorporation or organization)

                                   84-1156459
                        (IRS Employer Identification No.)

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

                                      90028
                                   (Zip Code)

                                 (213) 469-9444
                           (Issuer's Telephone Number)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing  requirements  for the past 90 days: Yes
__X__ No ____.

The number of shares of the  registrant's  only class of common stock issued and
outstanding, as of May 1, 2000, was 20,152,669 shares.


<PAGE>



                                     PART I

ITEM 1.           FINANCIAL STATEMENTS.

     The  unaudited  financial  statements  for the three months ended March 31,
2000, are attached hereto.

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

     The following  discussion  should be read in conjunction with the Company's
unaudited 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.  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  December/January  and  June/July,  for which one  issue is  published.  The
Magazine has been, in general,  approximately 150 pages in length,  comprised of
about 50 to 60 pages of advertising, with the balance in editorial pages.

     The  following  information  is intended to highlight  developments  in the
Company's operations to present the results of

                                        2


<PAGE>



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 three month periods ended March 31, 2000 and 1999.

RESULTS OF OPERATIONS

     Comparison  of Results of  Operations  for the Three Months Ended March 31,
2000 and 1999

     The Company's  revenues  increased to $1,084,007 for the three month period
ended March 31, 2000 from  $973,368 for the similar  period in 1999, an increase
of $110,639  (11.4%).  This increase in revenues was attributable to an increase
in advertising revenues.

     In the three months ended March 31, 2000,  costs of sales also increased to
$712,947  compared to $564,238  for the similar  period in 1999,  an increase of
$148,709 (26.4%). This was due primarily to the Company  recatigorizing  certain
editorial  costs  from  general  and  administrative  expense  to cost of sales,
including  salaries for the editorial  staff and direct  editorial costs such as
photographers, writers and expenses related to photographic shoots.

     Selling,  general and  administrative  expenses were $665,502 for the three
months  ended March 31,  2000,  compared to $621,231  for the similar  period in
1999,  an increase of $44,271  (6.6%).  This  increase  was due  primarily to an
increase in legal and  accounting  fees  applicable  to (i) the  Company's  fund
raising activities during this period; and (ii) the SEC investigation  described
elsewhere herein. In addition,  the Company also incurred significant consulting
fees relating to the aforesaid funding activities, as well as the implementation
of the new business plan more fully  described in the Company's  Form 10-KSB for
the fiscal year ended  December 31, 1999.  These costs would have increased more
significantly had the Company not recategorized  certain costs referenced in the
cost of sale discussion described above.

     Interest  expense  rose from  $125,858 in the three  months ended March 31,
1999,  to $201,749 for the three  months  ended March 31,  2000,  an increase of
$75,891  (60.3%).  This  increase  was  due to a  higher  level  of  outstanding
borrowings  during the quarter ended March 31, 2000, as the Company has borrowed
funds  over the past  year for  working  capital.  See  "Liquidity  and  Capital
Resources" below.

     As a result,  the Company  generated a net loss of $(444,239) for the three
months  ended  March  31,  2000  ($.02  per  share)  compared  to a net  loss of
$(371,622) for the three months ended March 31, 1999 ($.02 per share).

                                        3


<PAGE>




LIQUIDITY AND CAPITAL RESOURCES

     At March 31,  2000,  the Company had $26,824 in cash and cash  equivalents.
Accounts  receivable  increased to $461,142 from $272,055 for the similar period
in 1999, an increase of $189,087 (41%), which management  attributes to the fact
that the Company terminated the accounts receivable factoring  arrangement which
existed with Riviera Financial, Inc., Los Angeles, California ("Riviera"), which
provided  for the  factoring  of  monthly  domestic  accounts  receivable.  This
arrangement  was  terminated by the Company in the fourth  quearter of 1999. The
services performed by Riviera are now handled on an in-house basis.

     The  Company  has  numerous   outstanding  notes  payable,   including  the
following:

     In August  1998,  the Company  obtained a loan in the  principal  amount of
$550,000 from IBF Special Purpose Corporation II, to be used for general working
capital.  This loan C currently  bears  interest at the default  rate of 28% per
annum and was due December 19, 1998,  including a one-time extension fee paid to
this lender of $5,500.  In December  1998,  the  Company  repaid  $27,500 of the
principal  balance.  The  loan  remains  in  default,  and  the  Company  is  in
negotiations  with the lender to work out a proposed  repayment  plan. As of the
date of this report, no definitive agreement has been reached. The loan provides
for an exit  fee  equal  to 3% of the  original  principal  amount  of the  loan
($16,500).   Management  is  currently  reviewing  its  options  regarding  this
obligation,   including  seeking  out  other  long-term  lenders.   However,  no
assurances can be provided that such other  arrangement  will be made to satisfy
this  obligation.  This loan is secured  by  1,000,000  shares of the  Company's
common stock,  which were provided by 7 shareholders,  including Mr. Stein,  who
tendered  190,000 shares as part of the security.  Mr. Stein has also personally
guaranteed this obligation.

     In December  1999,  the  Company  obtained a $200,000  loan from  Sigmapath
Corporation,  which accrues  interest at the rate of 6% per annum and became due
on March 8, 2000. The Company paid $100,000 on this  obligation and is currently
negotiating  with  Sigmapath to to extend the  remaining  balance until June 30,
2000.  There  can be no  assurances  that this note  holder  will  agree to such
extension.

     The Company has six other notes payable in the aggregate  principal  amount
of $816,541,  bearing interest at rate ranging from 8% to 12% per annum, each of
which requires a monthly or quarterly payment.  All six notes are due on demand.
One of the  notes  is  currently  in  default,  which  note  has an  outstanding
principal  balance  of  $75,000 as of the date of this  Report.  The  Company is
engaged in discussions  with the holder of this note to amortize the balance due
in three equal payments, to be paid in full on or before July 31, 2000.

                                        4


<PAGE>




     In 1995,  the  majority  stockholder  of the  Company  loaned  the  Company
$932,313. In 1996, this note was converted to a demand note, bearing interest at
the rate of 12% per annum. In 1996, this stockholder  subsequently assigned this
Note to JCM  Capital  Corp.,  a  minority  stockholder.  This note is secured by
substantially  all of the  assets of the  Company,  but is  subordinated  to the
Company's former factoring  arrangement.  As of December 31, 1999, the principal
outstanding balance owed on this obligation totalled $932,313.  Accrued interest
payable to this  stockholder  at December  31, 1999 totaled  $413,500.  Interest
expense for this not was $112,000 for each of the years ended  December 31, 1999
and 1998.

     Advances  from  stockholder   represent   advances  made  by  the  majority
stockholder of the Company for working capital purposes.  At March 31, 2000, the
advances  bore  interest  at 8% per annum and were  payable on demand.  In March
2000, the majority  stockholder  agreed to reduce the annual interest rate to 8%
from 12%,  effective  January 1, 2000 and modify the repayment terms.  Under the
new  repayment   terms,   the  advances  are  repayable  in  monthly   principal
installments of $42,000  commencing January 1, 2001.  However,  the Company must
use at least 25% of the net proceeds of any financing received by the Company to
repay the advances.  Further, all of the advances are due and payable in full at
such time as the Company has received equity  financing of at least $10 million.
At March 31, 2000,  $2,693,200 of principal was  outstanding  and  classified as
short-term.  Accrued interest  payable to the majority  stockholder at March 31,
2000  totaled  $553,909.  Interest  expense on the  advances was $81,575 for the
three months ended March 31, 2000.

     Management  recognizes that, in order to allow the Company to implement the
new Strategic Plan described in the Company's Form 10-KSB,  it will be necessary
for the Company to raise  additional  equity capital of at least $2 million over
the amounts  raised by the  Company  through  the date of this  Report.  In this
regard, management has had numerous discussions with potential investors, but as
of the date of this Report, no definitive  arrangement has been reached with any
party who has agreed to inject such capital into the business. Failure to obtain
this additional  equity capital into the Company will force management to reduce
editorial expense, which may affect the quality of the magazine.  Alternatively,
management may also reduce the number of copies printed,  which will result in a
reduction  in  newsstand  and  advertising  revenue.  If these  methods  are not
successful,  it is  doubtful  that the  Company  will be able to survive and the
Company will be forced to liquidate.

Subsequent Event

     Subsequent to March 31, 2000, the Company  completed three separate private
offerings of its securities.  In April 2000, the Company issued 1,000,000 shares
of its common stock to Das Werk AG, a German company, for $.50 per share for net
proceeds of $450,000.

                                        5


<PAGE>



The purchasers  received demand  registration rights exercisable after April 30,
2001. The Company paid consulting fees of $25,000 to each of Lexington Ventures,
Inc. and Trilogy Capital Group,  Inc., in connection with this  investment.  The
Company  relied upon the exemption from  registration  provided by Regulation S,
promulgated under the Securities Act of 1933, as amended, to issue these shares.
The other issuances are more fully described under "Part II, Item 2," below.

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 three months ended March 31, 2000.

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 Year 2000 issue is the result of computer
programs  written  using two digits  rather  than four to define the  applicable
year. As a result, date-sensitive software may recognize dates using "00" as the
year 1900 rather  than the year 2000.  This could  result in system  failures or
miscalculations  causing disruptions of operations,  including,  among others, a
temporary inability to process transactions, send invoices, or engage in similar
normal business  activities.  The Company did not incur any negative impact as a
result of this  problem and no problems  in this regard are  anticipated  in the
future.

                           PART II. OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

     By notice  dated March 30, 2000,  the staff of the Salt Lake City  District
Office of the Securities and Exchange Commission ("SEC" or "the Commission") has
notified the Company and its Chairman,  Edward T. Stein, that it is recommending
to the SEC that an enforcement  action be filed against both the Company and Mr.
Stein relating to accuracy of certain of the Company's  financial  statements in
1997 and 1998. Based on discussions between the staff and the Company's counsel,
the Company  believes  that the  enforcement  action  would be based on: (i) the
improper presentation of certain quarterly financial  information;  and (ii) the
failure to record in accordance with generally  accepted  accounting  principles
the proper  compensation  expense resulting from the issuance in 1997 of options
to purchase 2,200,000 shares of Common Stock in 1997 to

                                        6


<PAGE>



consultants.  According to the notice from the  Commission,  the SEC anticipates
alleging that the Company  violated  Section 17 A of the  Securities Act of 1933
and  Section  10B of the  Securities  Exchange  Act of 1934  and  various  rules
promulgated thereunder.

     The Company  believes that the issue  regarding  improper  presentation  of
quarterly  financial  information  relates to the Company's averaging of certain
costs and  expenses  in certain  quarterly  periods in 1997 and 1998  instead of
calculating  these  costs and  expenses  precisely.  To comply  with the staff's
requirement,  the Company  would be required to  determine  the actual costs and
expenses for the affected  quarters.  The Company is uncertain of what,  if any,
actual  adjustments  would  be made or the  magnitude  of such  adjustments.  No
allegation  has been made as to the  accuracy of these costs and expenses in the
related annual financial  statements,  and the Company does not believe that any
of these  quarterly  adjustments  would  result in any  change in the  Company's
reported net income for 1997 and 1998.

     The second issue relates to whether the Company  recorded the proper amount
of  compensation  expense in connection  with the issuance of the options to the
consultants.  The Company recorded an expense of $22,000,  based on the exercise
price of the options of $0.01 per share. The Company  understands that the staff
believes that the expense  should be the fair market value of the options at the
time the options were issued.  Under generally accepted  accounting  principles,
any such  additional  compensation  expense in connection with the options would
result in a corresponding  increase in the paid-in capital of the Company. Thus,
while the expense would  increase the  Company's net loss for 1997,  the paid-in
capital  would be  similarly  increased  and  there  would be no  change  to the
Company's total deficit in stockholders' equity as of the end of 1997.

     Discussions  between  the Company  and the  Commission  are ongoing and the
Company believes that it will be able to resolve these  allegations  without the
initiation  of  litigation  or the  imposition  of  financial  penalties  on the
Company. This matter, if resolved in a manner different from the expectations of
management,  could have a material  adverse  effect on the Company's  ability to
raise capital and  therefore on the  operating  results and cash flows of future
periods.

     The Company has been named as a defendant in several other  lawsuits in the
normal course of its business.  In the opinion of management,  after  consulting
with legal counsel,  the liabilities,  if any, resulting from these matters will
not have a material effect on the Company's financial statements.

                                        7


<PAGE>



ITEM 2.           CHANGES IN SECURITIES

     In January  2000,  the  Company  issued 20 units for $5,000 per unit,  or a
total of  $100,000,  to a group of nine  investors  who  represented  they  were
"accredited  investors",  as that term is defined  under the  Securities  Act of
1933, as amended.  Each unit consisted of a promissory  note of the Company in a
principal amount of $5,000,  bearing interest at 10% per year due and payable on
April 25,  2000,  and 5,000  warrants,  each  warrant  entitling  the  holder to
purchase  one  share of  Common  Stock  for $.10 per  share at any time  through
December 31, 2002. In connection  with these sales,  the Company paid consulting
fees of $5,000 to each of Trilogy Capital Group, Inc.  ("Trilogy") and Lexington
Ventures, Inc. ("Lexington"). The notes were repaid in April 2000.

     In February  2000, the Company issued two units for $100,000 per unit, or a
total of $200,000, to Koyah Partners L.P. and Koyah Leverage Partners L.P., each
of which  represented  it was an  accredited  investor.  Each unit consists of a
promissory  note of the Company in the  principal  amount of  $100,000,  bearing
interest  at 10% per year,  due and  payable on  January  31,  2001,  and 75,000
warrants,  each  warrant  entitling  the holder to purchase  one share of Common
Stock for $.10 per share at any time through  December 31, 2004.  In  connection
with these sales, the Company paid consulting fees of $10,000 to each of Trilogy
and Lexington.

     Also in February 2000, the Company issued 75,000 shares of its common stock
in favor of Guillermo  Rego and Albert and Niliana Nasser in  consideration  for
these two parties  each  loaning the Company  $55,000 in January  2000.  In both
cases,  the loans were  non-interest  bearing and were repaid in February  2000.
Each party represented to the Company that they were an accredited investor.

     In March 2000,  the Company  issued  3,000,000  shares of Common  Stock for
$0.33 1/3 per share, or a total of $1,000,000,  to Koyah Leverage Partners L.P.,
Koyah  Partners  L.P.,   Western  Unified  Life  Assurance  Company  and  Summit
Securities,  each of which represented that it was an accredited  investor.  The
purchasers  received demand  registration rights exercisable after September 14,
2000.  The Company was in violation of certain  representations  and  warranties
made in the stock  purchase  agreements  and has not  received  waivers of these
violations.  These violations could subject the Company to damages including the
potential  rescission  of the  shares,  if waivers  cannot be  obtained.  In the
opinion of management,  the damages, if any, resulting from the violations would
not be material to the Company's financial position or results of operations. In
connection with these sales, the Company paid consulting fees of $50,000 to each
of Trilogy and Lexington.

     In  each  of the  aforesaid  transactions,  the  Company  relied  upon  the
exemption from registration afforded by Section 4(2) under the

                                        8


<PAGE>



Securities Act of 1933, as amended,  and Regulation D promulgated  thereunder to
issue the securities.

     In February 2000, the Company issued  warrants to purchase 15,000 shares of
Common Stock for $0.25 per share at any time  through  January 31, 2005 to Troop
Steuber Pasich Reddick & Tobey LLP as compensation  for legal services  rendered
to the Company. The Company issued these warrants without registration under the
Securities  Act of 1933,  as amended,  pursuant to Section 4(2) of such Act as a
transaction not involving a public offering.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES - NONE

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

                  NONE

ITEM 5.           OTHER INFORMATION - None

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K -

                  (a)      Exhibits

                           EX-27            Financial Data Schedule

                  (b)      Reports on Form 8-K

     The Company filed a report on Form 8-K dated March 22, 2000,  advising that
its independent public accountant, Marcum & Kliegman LLP, had resigned.

     The Company  also filed a report on Form 8-K dated April 3, 2000,  advising
that the Company had retained Grant Thornton LLP as its  independent  accountant
to audit its financial statements for the year ended December 31, 1999.

     Further, on or about April 12, 2000, the Company filed a report on Form 8-K
dated April 3, 2000,  advising  that the  Company had been  notified by the Salt
Lake City District  Office of the Securities and Exchange  Commission that it is
recommending  that an  enforcement  action be filed against both the Company and
Mr. Edward T. Stein,  President,  relating to the accuracy of certain  financial
statements in 1997 and 1998.

                                        9


<PAGE>

<TABLE>


                              DETOUR MAGAZINE, INC.

                             CONDENSED BALANCE SHEET

                                              (unaudited)   (audited)
                                             For the Three   For the
                                             Month Period   Fiscal Year
                                                 Ended        Ended
                                                March 31,  December 31,
                                                  2000         1999
                                              ----------    ----------
<S>                                           <C>           <C>
ASSETS:

CURRENT ASSETS
  Cash                                        $   26,824    $        0
  Accounts receivable                            461,142       193,012
  Prepaid expenses and
    other current assets                         105,326       145,687
                                              ----------    ----------
    Total Current Assets                         593,292       338,699
                                              ----------    ----------

PROPERTY AND EQUIPMENT, Net                       46,933        49,145
                                              ----------    ----------
OTHER ASSETS
  Security Deposits                               15,510        15,510
                                              ----------    ----------
    Total Other Assets                            15,510        15,510
                                              ----------    ----------

    TOTAL ASSETS                              $  655,735    $  403,354
                                              ==========    ==========

LIABILITIES AND EQUITY:
- ----------------------

CURRENT LIABILITIES
  Bank overdraft                              $        0    $   69,452
  Accounts payable and
    accrued expenses                             677,607       997,064
  Deferred Revenue                                72,762        83,515
  Note payable                                 1,596,854     1,539,041
  Accrued interest payable                        11,594        41,738
  Due to stockholder                           2,745,120     2,693,200
  Note payable stockholders                      932,313       932,313
  Interest payable, stockholders                 995,378       885,834
                                              ----------    ----------
    Total Current Liabilities                  7,031,628     7,242,157
                                              ----------    ----------
EQUITY

  Common stock                                    19,002        16,002
  Additional paid-in capital                   5,924,574     5,020,426
  Accumulated deficit                        (12,319,469)  (11,875,231)
                                              ----------    ----------
    TOTAL EQUITY                              (6,375,893)   (6,838,803)
                                              ----------    ----------
    TOTAL LIABILITIES
      AND EQUITY                              $  655,735    $  403,354
                                              ==========    ==========


</TABLE>



                                       10


<PAGE>

<TABLE>


                              DETOUR MAGAZINE, INC.

                   UNAUDITED CONDENSED STATEMENT OF OPERATIONS


                              For the Three Months Ended March 31,
                           -----------------------------------------
                                   2000                  1999
                           -------------------   -------------------
<S>                        <C>                   <C>
SALES                      $         1,084,007   $           973,368

COST OF SALES                          712,947               564,238
                           -------------------   -------------------

  GROSS PROFIT                         371,060               409,130

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES              665,502               621,231
                           -------------------   -------------------

    OPERATING LOSS                    (294,442)             (212,101)

    Disposal of assets                       0               (33,663)
    Factoring fees                           0                     0
    Forgiveness of debt                 51,952                     0
    Interest expense                  (201,749)             (125,858)
                           -------------------   -------------------

    NET INCOME (LOSS)      $          (444,239)  $          (371,622)
                           ===================   ===================

LOSS PER SHARE OF
  COMMON STOCK             $             (0.02)  $             (0.02)
                           ===================   ===================

</TABLE>

                                       11


<PAGE>

<TABLE>


                              DETOUR MAGAZINE, INC.

                   UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

                                           For the Three Months
                                              Ended March 31,
                                         -------------------------
                                             2000          1999
                                         -----------   -----------
<S>                                      <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net (loss)                             $  (444,239)  $  (371,622)
                                         -----------   -----------

    Depreciation and amortization              4,763        23,100
    Forgiveness of debt                       51,952             0
    Decrease (increase) in
      accounts receivable                   (268,130)     (190,259)
    Decrease (increase) in prepaid
      expenses and other current assets       40,361        (8,115)
    Increase (decrease) in accounts
      payable and accrued expenses          (371,409)        3,415
    Increase (decrease) in

      deferred revenue                       (10,753)      (23,473)
    Decrease in accrued interest
      payable                                (30,144)            0
    Increase in interest payable,
      stockholder                            109,544       100,000
                                         -----------   -----------
      TOTAL ADJUSTMENTS                     (473,816)      (95,332)
                                         -----------   -----------
      NET CASH (USED IN)
        OPERATING ACTIVITIES                (918,055)     (466,954)
                                         -----------   -----------

CASH FLOWS USED IN INVESTING ACTIVITIES
  Purchase of fixed assets                    (2,550)       (7,392)
                                         -----------   -----------
      NET CASH USED IN
        INVESTING ACTIVITIES                  (2,550)       (7,392)
                                         -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Decrease in bank overdraft                 (69,452)            0
  Net proceeds from notes payable             57,813        60,000
  Net proceeds from stockholder               51,920       286,222
  Proceeds from issuance of stock          1,000,000             0
  Costs of acquiring financing               (92,852)            0
                                           ---------   -----------
      NET CASH PROVIDED BY FINANCING
        ACTIVITIES                           947,429       346,222
                                           ---------   -----------
      NET DECREASE IN CASH                    26,824      (128,124)

      CASH - beginning                             0       139,459
                                           ---------   -----------
      CASH - ending                        $  26,824   $    11,335
                                           =========   ===========


</TABLE>


                                       12


<PAGE>



                              DETOUR MAGAZINE, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                     Three Month Period Ended March 31, 2000


1.   Unaudited Interim Financial Statements

     The  accompanying  unaudited  financial  statements  have been  prepared in
     accordance with the  instructions for Form 10-QSB and do not include all of
     the information  and footnotes  required by generally  accepted  accounting
     principles for complete financial statements. In the opinion of management,
     all adjustments, consisting only of normal recurring adjustments considered
     necessary for a fair  presentation,  have been included.  Operating results
     for any quarter are not necessarily indicative of the results for any other
     quarter or for the full year.

2.   Basis of Presentation

          Business combination

     On  June 6,  1998,  pursuant  to the  terms  of an  Agreement  and  Plan of
     Reorganization, Ichi-Bon Investment Corporation ("IBI") acquired all of the
     outstanding  common stock of Detour,  Inc.  ("Old  Detour") in exchange for
     4,500,000  unregistered  shares of IBI's common  stock.  As a result of the
     transaction,   the  former  shareholders  of  Old  Detour  received  shares
     representing  an  aggregate  of  90% of  IBI's  outstanding  common  stock,
     resulting in a change in control of IBI. As a result of the merger, IBI was
     the  surviving  entity  and Old  Detour  ceased  to  exist.  Simultaneously
     therewith, IBI amended its articles of incorporation to reflect a change in
     IBI's  name to "Detour  Magazine,  Inc."  References  to the  "Company"  or
     "Detour"  refer to Detour  Magazine,  Inc.  together  with the  predecessor
     company, Old Detour.

     The  acquisition  of  Old  Detour  has  been  accounted  for  as a  reverse
     acquisition.  Under the  accounting  rules for a reverse  acquisition,  Old
     Detour  is  considered  the  acquiring  entity.  As  a  result,  historical
     financial  information for periods prior to the date of the transaction are
     those of Old Detour. Under purchase method accounting, balances and results
     of operations of Old Detour will be included in the accompanying  financial
     statements  from the date of the  transaction,  June 6, 1998.  The  Company
     recorded  the  assets  and  liabilities  (excluding  intangibles)  at their
     historical cost basis which was deemed to be approximate fair market value.
     The reverse acquisition is treated as a non-cash  transaction except to the
     extent of cash acquired,  since all consideration  given was in the form of
     stock.

          Earnings per share

     Earnings per share have been computed based on the weighted  average number
     of common  shares  outstanding.  For the three  month  period  prior to the
     reverse acquisition discussed in the business combination section of Note 2
     above, the number of common shares  outstanding used in computing  earnings
     per share is the number of common  shares  outstanding  as a result of such
     reverse acquisition (5,000,000 shares).

                                       13


<PAGE>



3.   History and Business Activity

     Detour was originally  incorporated as Ichi-Bon  Investment  Corporation on
     May 18, 1990, under the laws of the State of Colorado. The name was changed
     to Detour Magazine, Inc. concurrent with the business combination described
     in Note 2. Prior to such  business  combination,  Detour had not engaged in
     any operations or generated any revenue.

     Old Detour was a publisher of a nationally  distributed  magazine  entitled
     "Detour"  which is published  monthly and contains  articles and  pictorial
     displays on fashion, music and social commentary.

4.  Review of Report by Independent Auditor

         Effective  March 15,  2000,  the  Securities  and  Exchange  Commission
         adopted  a  rule  requiring  that  interim   auditor  reviews  must  be
         undertaken  by all  companies  subject to the Section  12(g)  reporting
         requirements  promulgated under the Securities Exchange Act of 1934, as
         amended. The Company's independent auditor, Grant Thornton LLP, has not
         reviewed the interim financial  statements included in this Report, but
         it is  anticipated  that they will do so in the near  future and in the
         event of any requirement that revisions be undertaken by the Company to
         this Report, the Company will file an amendment accordingly.

                                       14


<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements  of Section 12 of the Securities and Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                         DETOUR MAGAZINE, INC.
                                         (Registrant)

                                         Dated:  May 22, 2000


                                         By:s/ Andrew Left
                                            -----------------
                                         Its: President

                                       15


<PAGE>


                              DETOUR MAGAZINE, INC.

                EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-QSB
                      FOR THE QUARTER ENDED MARCH 31, 2000

EXHIBITS                                                                Page No.

  EX-27  Financial Data Schedule..............................................17



                                       16



<TABLE> <S> <C>



<ARTICLE> 5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
UNAUDITED FINANCIAL  STATEMENTS FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2000,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-END>                               MAR-31-2000
<CASH>                                          26,824
<SECURITIES>                                         0
<RECEIVABLES>                                  461,142
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               593,292
<PP&E>                                          46,933
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 655,735
<CURRENT-LIABILITIES>                        7,031,628
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        19,002
<OTHER-SE>                                 (6,394,895)
<TOTAL-LIABILITY-AND-EQUITY>                   655,735
<SALES>                                      1,084,007
<TOTAL-REVENUES>                             1,084,007
<CGS>                                          712,947
<TOTAL-COSTS>                                  712,947
<OTHER-EXPENSES>                               665,502
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             201,749
<INCOME-PRETAX>                              (444,239)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (444,239)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (444,239)
<EPS-BASIC>                                      (.02)
<EPS-DILUTED>                                        0



</TABLE>


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