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. 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 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 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 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 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 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 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 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 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 ---------- ---------- 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 ========== ========== 10 DETOUR MAGAZINE, INC. UNAUDITED CONDENSED STATEMENT OF OPERATIONS For the Three Months Ended March 31, ----------------------------------------- 2000 1999 ------------------- ------------------- 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) =================== =================== 11 DETOUR MAGAZINE, INC. UNAUDITED CONDENSED STATEMENT OF CASH FLOWS For the Three Months Ended March 31, ------------------------- 2000 1999 ----------- ----------- 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 ========= =========== 12 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 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 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 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