SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB
[X] Quarterly Report under Section 13 or 15d of the Securities Exchange
Act of 1934 for the quarterly period ended: July 31, 2000
[ ] Transition report pursuant to Section 13 or 15d of the Securities Exchange
Act of 1934
For the Transition period from to
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Commission file number: 0-27007
1st Miracle Entertainment, Inc.*
A Development Stage Company
(Exact name of registrant as specified in its charter)
Miracle Entertainment Inc.
(Former name if changed since last report)
NEVADA 88-047481
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(State of incorporation) (IRS employer identification number)
8730 Sunset Boulevard
West Hollywood, CA 90069
(Address of principal executive offices)
Issuer's telephone number, including area code: 310-360-7490
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 __
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State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
TITLE OF EACH CLASS OUTSTANDING SEPTEMBER 13, 2000
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Common stock, par value $.001 1,025,000 shares of common stock
Preferred stock, par value $.001
Transitional Small Business Disclosure Format (check one)
Yes ___ No X
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*An amendment to the Registrant's Articles of Incorporation changing its
corporate name was filed with the Nevada Secretary of State on September 13,
2000. Please see Part II Item 5 herein.
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1ST MIRACLE ENTERTAINMENT INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX
PAGE
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet as of July 31, 2000 2
Consolidated Statements of Operations for the Three Months 3
Ended July 31, 2000 and 1999
Consolidated Statements of Cash Flows for the Three Months 4
Ended July 31, 2000 and 1999
Notes to Financial Statements 5
Item 2. Management's Discussion and Analysis or Plan of Operation 6
PART II OTHER INFORMATION
Item 1. Legal Proceedings 6
Item 2. Change in Securities 6
Item 3. Defaults Upon Senior Securities 7
Item 4. Submission of Matters to a Vote of Security Holders 7
Item 5. Other Information 7
Item 6. Exhibits and Reports on Form 8-K 7
Signature 7
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<TABLE>
<CAPTION>
1st MIRACLE ENTERTAINMENT, INC.
(Formerly Miracle Entertainment, Inc.)
(A Development Stage Company)
BALANCE SHEETS
July 31, April 30,
2000 2000
---- ----
(Unaudited)
ASSETS
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<S> <C> <C>
Organization costs - net $ -- $ --
------- -------
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Officers loans $ 2,905 $ 2,905
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Stockholders' deficiency
Preferred stock, $0.001 par value, 10,000,000 shares
authorized; none issued or outstanding -- --
Common stock, $0.001 par value, 50,000,000 shares
authorized; 1,025,000 shares issued and
outstanding 1,025 1,025
Additional paid-in capital 1,975 1,975
Deficit accumulated during the development stage (5,905) (5,905)
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Total stockholders' deficit (2,905) (2,905)
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$ -- $ --
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</TABLE>
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<TABLE>
<CAPTION>
1st MIRACLE ENTERTAINMENT, INC.
(Formerly Miracle Entertainment, Inc.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED JULY 31, 2000 AND 1999
Cumulative
During
Development
Stage 2000 1999
(Unaudited) (Unaudited) (Unaudited)
----------- ----------- -----------
<S> <C> <C> <C>
Revenues $ -- $ -- $ --
------- ------- --------
Expenses
General and administrative 5,589 -- --
Amortization 316 -- 15
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Total expenses 5,905 -- 15
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Net loss 5,905 -- (15)
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Accumulated deficit, beginning of year -- (5905) (3,682)
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Accumulated deficit, end of year $(5,905) $(5,905) $(3,697)
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Basic and diluted loss per share $ (.000) $ (.000)
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</TABLE>
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<TABLE>
<CAPTION>
1st MIRACLE ENTERTAINMENT, INC.
(Formerly Miracle Entertainment, Inc.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED JULY 31, 2000 AND 1999
Cumulative
During
Development
Stage 2000 1999
(Unaudited) (Unaudited) (Unaudited)
----------- ----------- -----------
Cash flows from operating activities:
<S> <C> <C> <C>
Net loss $(5,905) $ -- $ (15)
Adjustment to reconcile net loss to cash
provided by operating activities:
Amortization 316 -- 15
Increase (decrease) in cash flows from
operating activities resulting from changes in:
Organization costs (316) -- --
Officers advances 2,905 -- --
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Net cash flows used in operating activities (3,000) -- --
Cash flows from financing activities:
Issuance of common shares 3,000 -- --
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Net increase (decrease) in cash -- -- --
-------- --------- -------
Cash, beginning of period -- -- --
-------- --------- -------
Cash, end of period $ -- $ -- $ --
======== ========= =======
</TABLE>
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1st MIRACLE ENTERTAINMENT, INC.
(Formerly Miracle Entertainment, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - ORGANIZATION AND BUSINESS
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In the opinion of management, the accompanying unaudited condensed financial
statements contain all adjustments (all of which were normal recurring
adjustments) necessary to present fairly the financial position of 1st Miracle
Entertainment, Inc. (the "Company") at July 31, 2000 and April 30, 2000, and the
results of its operations and its cash flows for the three months ended July 31,
2000 and 1999. The results of operations for the interim periods ended July 31,
2000 are not necessarily indicative of the results to be expected for the full
year.
1st Miracle Entertainment, Inc. "the Company", was organized on July 2, 1996,
under the laws of the State of Nevada as K-9 Protection, Inc. and subsequently
obtained shareholder approval from its sole shareholder and parent, 1st Miracle
Entertainment, Inc. (New York) to change its name to 1st Miracle Entertainment,
Inc. in September 2000. The Company has been in the development stage since its
formation and has no current operations.
NOTE 2 - UNAUDITED INTERIM FINANCIAL INFORMATION
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The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information.
Accordingly, they do not include all the information and footnotes required by
generally accepted accounting principles for financial statements. For further
information, refer to the audited financial statements and notes thereto for the
year ended April 30, 2000, included in the Company's Form 10-KSB filed with the
Securities and Exchange Commission on August 14, 2000.
NOTE 3 - GOING CONCERN
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The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. However, the Company does not have significant cash
or other material assets. In February 2000, an ownership change occurred along
with the establishment of a new management team. Management has raised
additional capital through its parent company, and is considering expansion
opportunities with the intent of becoming profitable. Management plans to devote
resources toward handling their expansion into the motion picture and
entertainment industry.
NOTE 3 - CHANGE IN FISCAL YEAR
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In February 2000, the Company's Board of Directors unanimously approved a
resolution to change the Company's fiscal year end from December 31, to April
30.
NOTE 4 -BUSINESS COMBINATION
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The Company is in the process of merging with 1st Miracle Entertainment, Inc, a
New York corporation, which is a wholly owned subsidiary of 1st Miracle Group,
Inc. a Canadian corporation registered for trading on the Ontario Securities
Exchange.
1st Miracle Entertainment, Inc. has no assets, liabilities or equity.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
PLAN OF OPERATION
1st Miracle Entertainment, Inc. ("Miracle Entertainment"), a Nevada
corporation, is a development stage company and is wholly-owned by 1st Miracle
Entertainment, Inc., a New York corporation whose parent is 1st Miracle Group,
Inc. a corporation registered for trading on the Ontario Securities Exchange and
the Pink Sheets LLC. Miracle Entertainment intends to develop and produce
feature length films from scripts that are acquired or developed. It is unlikely
that any film will be completed or commenced during this first twelve month
period of the implementation of the business plan. Thereafter, depending upon
certain factors, the Company intends to develop and produce three or more films
each year provided it can successfully implement its business plan.
Miracle Entertainment does not intend to use its own funds for the
production of films. The Company intends to use established methods of film
financing to avoid as far as is possible any financial risk or burden to
shareholders in relation to such costs. For example, it is common practice in
the film industry to bring in joint venture partners who provide the necessary
production funds in return for a profit participation in the film. Additionally,
the Company intends to make use of any appropriate tax subsidies and grants that
are available for film making in various parts of the world.
The Company will, however, require a small amount of funds to
maintain its offices and to develop films it decides to produce. Such amounts
are considered to be relatively minor. Management is confident that such funding
will be available by way of loans from the Company's ultimate parent or other
sources.
Once the Company begins to generate fees from the production of films
and sees profits being derived from the release and sale of completed films,
management is confident that Miracle Entertainment will be able to meet its
minimum operating requirements. The Company then anticipates having funds
available for the acquisition of further rights to scripts and screen plays that
it can then develop on an on-going basis.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT:
With the exception of historical information, the matters discussed in this
report are "forward looking statements" as the term is defined in Section 27A of
the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). While we
believe that our strategic plan is on target, several important factors, many of
which are beyond our control, have been identified which could cause the
successful implementation of our business plan to differ materially from
planned, implied or predicted results. We are a development stage company, our
profitability will depend upon the successful implementation of our business
plan or a merger or acquisition by a more established company in the industry.
Although management believes that the expectations reflected in these
forward-looking statements are reasonable, it can give no assurances that such
expectations will prove to have been correct. Important factors that could cause
actual results to differ materially from the expectations are discussed in this
Report, including, without limitation, in conjunction with those forward-looking
statements contained in this Report.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
To the best of the Company's knowledge, there are no material legal
proceedings pending against the Company or any of its property, nor was any such
proceeding terminated during the quarter ended July 31, 2000.
ITEM 2. CHANGE IN SECURITIES
This item is not applicable.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
This item is not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
This item is not applicable.
ITEM 5. OTHER INFORMATION
On September 8, 2000, the Registrants (the "Company") obtained
Shareholder approval to amend the Company's Certificate of Incorporation to
change the name of the Company to 1st Miracle Entertainment, Inc. In accordance
with the affirmative vote to amend the Certificate of Incorporation, the
amendment of the Company's Article of Incorporation was duly filed with the
Nevada Secretary of State on September 13, 2000.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS.
Exhibit 27.1, Financial Data Schedule
(B) REPORTS ON FORM 8-K
A report on Form 8-K dated May 12, 2000 was filed by the Company on
May 18, 2000 regarding a change in Certifying Accountants.
A report on Form 8-K/A dated May 12, 2000 was filed by the Company on
June 19, 2000 regarding a change in Certifying Accountants.
A report on Form 8-K/A dated July 7, 2000 was filed by the Company on
July 12, 2000 regarding a change in Certifying Accountants.
A report on Form 8-K dated September 8, 2000 was filed by the Company
on September 13, 2000 regarding the change in corporate name.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: West Hollywood, CA
September 14, 2000 1st Miracle Entertainment, Inc.
By: /s/ Clifford D. Brune
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Clifford D. Brune,
Chief Financial Officer,
Asst. Secretary
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