================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIIES
EXCHANGE ACT OF 1934
For the fiscal year ended: Commission File Number
April 30, 2000 0-27007
MIRACLE ENTERTAINMENT, INC.
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A DEVELOPMENT STAGE COMPANY
(Exact name of registrant specified in its charter)
Predecessor Name: K-9 Protection , Inc.
NEVADA 88-047481
------- ---------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8730 SUNSET BOULEVARD, WEST HOLLYWOOD, CA 90069
----------------------------------------- --------
(Address of Principal executive offices) Zip Code
310-360-7490
(Registrant's Telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Common Stock $.001 Par Value
Preferred Stock $.001 Par Value Per Share
Indicate by checkmark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 _____
----
Indicate by checkmark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not 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
----
There presently is no trading market for the voting stock. As of July 31,
2000, the registrant had outstanding 1,025,000 Shares.
There were no revenues for the fiscal year ended April 30, 2000 as the
registrant was deemed a development stage company.
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<PAGE>
MIRACLE ENTERTAINMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
FORM 10-KSB
FOR THE FISCAL YEAR ENDED APRIL 30, 2000
INDEX
PAGE
PART I.......................................................................1
ITEM 1. BUSINESS......................................................1
ITEM 2. PROPERTIES....................................................2
ITEM 3. LEGAL PROCEEDINGS.............................................2
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.........2
PART II......................................................................2
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS...........................................2
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.................3
ITEM 7. FINANCIAL STATEMENTS..........................................3
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURES..........................3
PART III.....................................................................4
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A)
OF THE EXCHANGE ACT ..........................................4
ITEM 10. EXECUTIVE COMPENSATION........................................5
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.........................................6
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................7
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K..............................7
SIGNATURES...................................................................8
INDEX OF EXHIBITS...........................................................11
<PAGE>
PART I
ITEM 1. BUSINESS
1st Miracle Entertainment, Inc. was incorporated in the state of New
York on April 1, 1999 as 1st Miracle Group, Inc. a wholly-owned subsidiary of
1st Miracle Group, Inc. ("1st Miracle"), a Canadian corporation registered for
trading on the Ontario Securities Exchange and on the Pink Sheets LLC. On
September 27, 1999, 1st Miracle Group, Inc. (NY) amended its certificate of
incorporation to change its name to Miracle Entertainment, Inc. On August 11,
2000, Miracle Entertainment, Inc. (NY) again amended its Certificate of
Incorporation to change its name to 1st Miracle Entertainment, Inc. ("1st
Miracle Entertainment"). As of February of 2000, Miracle Entertainment, Inc. now
known as 1st Miracle Entertainment entered into an agreement to purchase all the
issued and outstanding shares of K-9 Protection, Inc. a Nevada corporation
registered under ss.12(g) of the Securities Exchange Act of 1934, in a stock
purchase transaction. Resultantly, the subsidiary of 1st Miracle (Canada), 1st
Miracle Entertainment acquired all the issued and outstanding share of K-9. The
Articles of Incorporation of K-9 were amended to change its corporate name to
Miracle Entertainment, Inc. ("Miracle Entertainment"). Subsequent to the
Amendment of the Articles of Incorporation, 1st Miracle Entertainment and
Miracle Entertainment initiated a merger between the two companies.
Prior to the K-9 share purchase, K-9 had been a development stage
company formed on July 2, 1996 with no operating history other than
organizational matters. K-9 was characterized as a "blank check" company whose
sole purpose was to locate and consummate a merger or acquisition with a private
entity. K-9 had previously obtained trademark and service mark protection of the
name K-9 Protection. The protected name was to have been used for
casino/lounge/bar anti-theft systems, data protection, consulting services,
computer and other services as they relate to the protection of cash or data,
check and debit card verification services. The service mark was to have been
used on documents, wrappers and on computer screens and the proprietary software
produced by K-9. The trade name was to have been used to identify K-9 and its
services and products and to differentiate between K-9 and other corporations
offering the same or similar services. K-9 never implemented its business plan
successfully.
Miracle Entertainment currently has no business operations. As a
wholly-owned subsidiary of 1st Miracle (Canada), Miracle Entertainment intends
to implement a business plan similar to the business plan currently being
implemented by its parent 1st Miracle (Canada) which is focused on the
development of full length feature films in a number of popular genres,
including comedy, action and drama. In addition to plans to develop full length
feature films, the Miracle Entertainment business plan intends to focus on the
following areas:
-- Development of screenplays and programming;
-- Acquisition of screenplays and programming;
-- Distribution of films in the United States and abroad; and
-- Licensing and distribution of products associated with film projects.
Miracle Entertainment intends to derive revenue from full-length
feature films through the release and distribution of films both domestically
and abroad. Further revenues may be derived from the sale of video or television
rights and the licensing of intellectual property associated with productions.
Miracle Entertainment faces well-established and well-funded
competition. Motion pictures are produced and marketed by major film studios as
well as a large number of smaller well established independent production
companies. Miracle Entertainment intends to compete with both major film studios
and the smaller independent production companies in the production and marketing
of feature films. Many of Miracle Entertainment's competitors will be
well-established organizations with extensive knowledge of the industry, with
greater marketing staffs and more expansive organizations with financial
resources in excess of those available to Miracle Entertainment.
Miracle Entertainment is a development stage company and is in the process
of developing and acquiring screenplays for possible production as feature
films. At this time, Miracle Entertainment does not have any screen plays under
production nor does it own the rights to any screen plays, resultantly, it does
not have any agreements for distribution of films. Miracle Entertainment does
not intend to undertake any efforts to cause a market to develop in its
securities until such time as it has successfully implemented its business plan.
<PAGE>
At the current time, there is no need for governmental approval for
Miracle Entertainment's intended principal products or services. However, recent
attention has been focused on the content of films offered by the entertainment
industry. Specifically, certain sub-committees of the United States Congress
have sought to determine if there is any nexus, between violent content in
television and movies and crimes committed in society. While Miracle
Entertainment believes that there will be no restrictions on the content offered
by the entertainment industry, it is possible that restrictions on entertainment
content could be imposed in the future.
MANAGEMENT CHANGES
Subsequent to the end of Miracle Entertainment's Fiscal Year and
following the acquisition of the K-9 shares, Anthony J. Cataldo was appointed
Chairman, Chief Executive Officer and President, V. Terry Franzke and John
Salley were appointed members of the Board of Directors and Clifford D. Brune
was appointed Vice-President and Chief Financial Officer. Messrs. Cataldo,
Franzke, Salley and Brune hold like positions with 1st Miracle (Canada), Miracle
Entertainment's ultimate parent.
EMPLOYEES
Miracle Entertainment did not employ any full time paid employees as of
April 30, 2000. The company's future success depends, in part, on its ability to
retain and attract new management and employees with extensive experience in the
entertainment industry.
ITEM 2. PROPERTIES
Miracle Entertainment utilizes office space provided at no cost by its
parent company 1st Miracle. Current offices are located at 8730 Sunset
Boulevard, Penthouse East, Los Angeles, CA 90069. It is believed that the
current office space is adequate for the immediate future and the intended
implementation of Miracle Entertainment's business plan.
ITEM 3. LEGAL PROCEEDINGS
Miracle Entertainment is not a party to any material pending legal
proceedings and, to the best of management's knowledge, no such action by or
against Miracle Entertainment has been threatened.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
During the fourth quarter of the fiscal year covered by this report, no
matters were submitted to a vote of security holders. Subsequent to the end of
the fiscal year, at a joint meeting of the Board of Directors and sole
shareholder 1st Miracle Entertainment, a resolution was unanimously approved and
adopted whereby the charter of K-9 would be amended to change the corporate name
to Miracle Entertainment Inc. (Nevada), that it would merge with its sole
shareholder 1st Miracle Entertainment and that it would adopt the fiscal year of
1st Miracle Entertainment. Additionally, the appointment of Messrs. Cataldo,
Franzke and Salley as board members and Messrs. Cataldo and Brune as officers
was approved.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
While Miracle Entertainment's ultimate parent 1st Miracle's (Canada)
common stock currently trads on the Pink Sheets, there is no current market for
Miracle Entertainment's securities, and the Company does not intend to undertake
any efforts to cause a market to develop until it has successfully implemented
its business plan. There is no assurance that a trading market will ever develop
or, if such a market does develop, that it will continue.
2
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
PLAN OF OPERATION
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 1st Miracle
(Canada) 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.
ITEM 7. FINANCIAL STATEMENTS
The information required by this Item is incorporated by reference to
the Table of Contents to Financial Statements and appears on page F-1 hereof.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURES
Subsequent to the end of the fiscal year, on May 12, 2000, by
resolution of the Board of Directors of Miracle Entertainment and its ultimate
parent, 1st Miracle, it was resolved that the auditing firm of Berg & Co. LLP be
dismissed. Berg issued a qualification in its audited report for the parent
company for the fiscal years ended April 30, 1999 and 1998. 1st Miracle
disagreed with the qualification in the Berg audited report and engaged
Goldstein and Morris Certified Public Accountants, P.C. as special consultants
to review the qualification. Goldstein & Morris as special consultants advised
the parent company that in accordance with SAS No. 58 (AU 508), a qualified
opinion should be rendered only when there is a scope limitation, departure from
generally accepted accounting principals or going concern issue. The special
consultants further advised that a qualified opinion should not be issued when
there is an uncertainty or contingency not determinable, as long as the
uncertainty or contingency was not due to a scope limitation. As such, it was
Miracle Entertainment's ultimate parent's contention that the explanatory
paragraph contained in the auditor's report for fiscal year ended April 30, 1999
is not appropriate.
3
<PAGE>
The Board of Directors of Miracle Entertainment and 1st Miracle
retained Goldstein & Morris as their regular auditors as of May 16, 2000 to
re-audit 1st Miracle's fiscal years ended April 30, 1999 and 1998 and to issue
their report as well as to audit the financial statements for the fiscal year
ended April 30, 2000.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The members of the Board of Directors serve until the next annual
meeting of the Stockholders, or until their successors have been elected. The
Officers serve at the discretion of the Board of Directors.
There are no agreements for any Officer or Director to resign at the
request of any other person, and none of the Officers or Directors named below
are acting on behalf of, or at the discretion of, any other person.
Officers and directors will devote their time to Miracle Entertainment
on an "as-needed" basis.
Information as to our Directors and Executive Officers is as follows:
<TABLE>
<CAPTION>
NAME/ADDRESS POSITION AGE
------------ -------- ---
<S> <C> <C>
Anthony J. Cataldo President, Chief Executive Officer, 49
c/o Miracle Entertainment, Inc. and Chairman of the Board
8730 Sunset Boulevard - Penthouse East
West Hollywood, CA 90069
V. Terry Franzke Director 45
c/o Miracle Entertainment, Inc.
8730 Sunset Boulevard - Penthouse East
West Hollywood, CA 90069
John Salley Director 36
c/o Miracle Entertainment, Inc.
8730 Sunset Boulevard - Penthouse East
West Hollywood, CA 90069
Clifford D. Brune Vice President and Chief Financial 46
c/o Miracle Entertainment, Inc. Officer
8730 Sunset Boulevard - Penthouse East
West Hollywood, CA 90069
</TABLE>
4
<PAGE>
ANTHONY J. CATALDO was appointed President, Chief Executive Officer and
Chairman of the Board of Directors in May 2000. Mr. Cataldo is also the Chief
Executive Officer and Chairman of Miracle Entertainment's parent 1st Miracle
Group Inc. Mr. Cataldo has held management positions with a number of emerging
growth and publicly traded companies. Most recently, from August 1996 to
December 1998, Mr. Cataldo served as President and Chairman of the Board of
Senetek, PLC, a publicly traded biotechnology company involved in age-related
therapies. From 1990 to 1995, Mr. Cataldo held various positions including
Chairman and Chief Executive Officer with Management Technologies, Inc., a
leading manufacturer and seller of trading system and banking software. Mr.
Cataldo has also held the position of Executive Vice President and was cofounder
of Hogan Systems, a banking software manufacturer and retailer. Mr. Cataldo has
also served as President of Internet Systems, a pioneer in the Internet banking
arena.
V. TERRY FRANZKE, was appointed as a Director of the Company in May 2000.
Mr. Franzke also serves as Secretary and as a member of the Board of Directors
for Miracle Entertainment's parent 1st Miracle Group, Inc. For the past 15
years, Mr. Franzke has served as President of Delray Capital Corp., a merchant
banking firm located in Toronto, Canada.
JOHN SALLEY was elected as a Director of the Company in May 2000. Mr.
Salley also serves as a member of the Board of Director of Miracle
Entertainment's parent 1st Miracle Group, Inc. Mr. Salley is currently a player
for the Los Angeles Lakers a member of the National Basketball Association. Mr.
Salley has played professional basketball in the NBA for various teams since
1986. Mr. Salley has also been involved in numerous private business ventures.
CLIFFORD D. BRUNE is a Certified Public Accountant and has had over 25
years of experience of working with public companies. Mr. Brune was appointed
Vice President and Chief Financial Officer in May 2000. Mr. Brune also serves as
Vice President and Chief Financial Officer of Miracle Entertainment's parent 1st
Miracle Group, Inc. From 1996 to 1998, Mr. Brune held various positions with
Senetek PLC, a publicly trademark biotechnology company, including Chief
Financial Officer and Chief Operating Officer. Prior to joining Senetek PLC, Mr.
Brune was a business unit executive for the Computer Task Group, a publicly held
professional information technology services company. From 1991 to 1993, Mr.
Brune served as Senior Vice President - business development, and Chief
Financial Officer of Management Technologies Inc. a publicly traded banking
software company.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Under the securities laws of the United States, the Company's
directors, executive officers, and any persons holding more than ten percent of
the Company's Common Stock are required to report their initial ownership of the
Company's Common Stock and any subsequent changes in their ownership to the
Securities and Exchange Commission ("SEC"). Specific due dates have been
established by the SEC, and the Company is required to disclose any failure to
file by those dates. Based upon (I) the copies of section 16(a) reports that the
Company received from such persons for their 2000 fiscal year transactions and
(II) the written representations received from one or more of such persons that
no annual Form 5 reports were required to be filed for them for the 2000 fiscal
year, the Company believes that there has been compliance with all Section 16(a)
filing requirements applicable to such officers, directors and ten-percent
beneficial owners for such fiscal year.
ITEM 10. EXECUTIVE COMPENSATION
None of Miracle Entertainment's officers and/or directors receive any
compensation for their respective services rendered to the Company, nor have
they received such compensation in the past. They have agreed to act without
compensation until authorized by the Board of Directors, which is not expected
to occur until the Company has generated revenues from operations after
consummation of its business plan or a merger or acquisition. None of the
officers or directors are accruing any compensation pursuant to any agreement
with the Company.
The following table sets forth the compensation for each of the three
(3) most recent fiscal years earned by the Chief Executive Officer and each of
the most highly compensated executive officers.
5
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
---------------------------------------------------------------------------------------------------------------------
Long Term Compensation
---------------------------------------------------------------------------------------------------------------------
Annual Compensation Awards Payouts
-------------------- --------- -------------------------------------- -------------------------- --------- ----------
Other Restricted Securities All
Annual Stock Underlying LTIP Other
Name and Principal Compensation Award(s) Options/SARs Payouts Compensation
Position Year Salary ($) Bonus ($) ($) ($) (#) ($)
-------------------- --------- ------------ ------------- ----------- ------------ ------------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Anthony J. Cataldo 2000 0 0 0 0 0 0 0
- President, CEO
and Director
-------------------- --------- ------------ ------------- ----------- ------------ ------------- --------- ----------
1999 - - - - - - -
-------------------- --------- ------------ ------------- ----------- ------------ ------------- --------- ----------
1998 - - - - - - -
-------------------- --------- ------------ ------------- ----------- ------------ ------------- --------- ----------
-------------------- --------- ------------ ------------- ----------- ------------ ------------- --------- ----------
Clifford D. Brune 2000 0 0 0 0 0 0 0
- Vice President
and CFO
-------------------- --------- ------------ ------------- ----------- ------------ ------------- --------- ----------
1999 - - - - - - -
-------------------- --------- ------------ ------------- ----------- ------------ ------------- --------- ----------
1998 - - - - - - -
-------------------- --------- ------------ ------------- ----------- ------------ ------------- --------- ----------
</TABLE>
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company for the
benefit of its employees.
The following table provides information concerning options granted to
current officers and directors during the fiscal year ended April 30, 2000.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
----------------------------------------------------------------------------------------------------------------------
Individual Grants
----------------------------------------------------------------------------------------------------------------------
Number of % of Total
Securities Options/SARs Granted
Underlying to Employees in
Options/SARs Fiscal Year Exercise or Base
Name Granted (#) Price ($/SH) Expiration Date
-------------------------------- -------------------- ----------------------- -------------------- -------------------
<S> <C> <C> <C> <C>
Anthony J. Cataldo 0 - - -
-------------------------------- -------------------- ----------------------- -------------------- -------------------
V. Terry Franzke 0 - - -
-------------------------------- -------------------- ----------------------- -------------------- -------------------
John Salley 0 - - -
-------------------------------- -------------------- ----------------------- -------------------- -------------------
Clifford D. Brune 0 - - -
-------------------------------- -------------------- ----------------------- -------------------- -------------------
</TABLE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, to the best knowledge of the Company,
as of April 30, 2000, certain information with respect to (1) beneficial owners
of more than five percent (5%) of the outstanding common stock of the Company,
(2) beneficial ownership of shares of the Company's common stock by each current
director and named executive; and (3) beneficial ownership of shares of common
stock of the Company by all directors and all officers as a group.
6
<PAGE>
<TABLE>
<CAPTION>
------------------------------------- ---------------------- -------------------- -------------------- ---------------
% OF COMMON
SHARES OF TOTAL BENEFICIAL STOCK
NAME OF BENEFICIAL OWNER COMMON STOCK OPTIONS/OTHER OWNERSHIP OUTSTANDING
------------------------------------- ---------------------- -------------------- -------------------- ---------------
<S> <C> <C> <C> <C>
1st Miracle Entertainment Inc.(1) 1,025,000 - 1,025,000 100%
------------------------------------- ---------------------- -------------------- -------------------- ---------------
Anthony J. Cataldo 0 - 0 0%
------------------------------------- ---------------------- -------------------- -------------------- ---------------
V. Terry Franzke 0 - 0 0%
------------------------------------- ---------------------- -------------------- -------------------- ---------------
John Salley 0 - 0 0%
------------------------------------- ---------------------- -------------------- -------------------- ---------------
Clifford D. Brune 0 - 0 0%
------------------------------------- ---------------------- -------------------- -------------------- ---------------
All Directors and Executive Officer 0 - 0 0%
as a Group
------------------------------------- ---------------------- -------------------- -------------------- ---------------
<FN>
____________
(1) 1st Miracle Entertainment Inc. is a wholly-owned subsidiary of 1st Miracle
Group Inc. (Canada)
</FN>
</TABLE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The sole shareholder of the Company is 1st Miracle Entertainment Inc. which
is wholly-owned by 1st Miracle Group Inc. a Canadian Corporation. 1st Miracle
Group Inc. provides office space to the Company at no cost to the Company.
Additionally, from time to time, 1st Miracle Group Inc. may provide funding for
projects and/or day-to-day operations under agreements with favorable terms to
the Company. The current executive officers and members of the board of the
Company hold like or similar positions with 1st Miracle Entertainment Inc. and
the ultimate parent 1st Miracle Group Inc. from which they receive compensation.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS: Incorporated by reference to the Index of Exhibits appearing at
the end of this Report on Form 10-KSB.
REPORTS: The following reports on Form 8-K were filed in the fourth
quarter of the fiscal year ended April 30, 2000.
1. Form 8-K* dated February 9, 2000
2. Form 8-K/A* dated March 28, 2000
3. Form 8-K/A* dated April 3, 2000
4. Form 8-K/A* dated April 7, 2000
__________________
* Denotes that the Reports were prepared by prior management.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
MIRACLE ENTERTAINMENT, INC.
By: /s/ ANTHONY J. CATALDO
----------------------
Anthony J. Cataldo
Chief Executive Officer
Dated: August 11, 2000
8
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Anthony J. Cataldo as his
attorney-in-fact, with the power of substitution, for him in any and all
capacities, to sign any attached amendments to this Report on Form 10-KSB, and
to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact, or his substitute or substitutes, may
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/S/ANTHONY J. CATALDO
--------------------- President, Chief Executive August 11, 2000
Anthony J. Cataldo Officer and Director
/S/ V. TERRY FRANZKE
---------------------
V. Terry Franzke Director August 11, 2000
---------------------
John Salley Director August 11, 2000
/S/ CLIFFORD D. BRUNE
--------------------- Vice President and Chief August 11, 2000
Clifford D. Brune Financial and Accounting Officer
9
<PAGE>
MIRACLE ENTERTAINMENT INC.
EXECUTIVE OFFICERS OF THE REGISTRANT
BOARD OF DIRECTORS
Anthony J. Cataldo
Chairman of the Board
President & Chief Executive Officer
V. Terry Franzke
John Salley
EXECUTIVE OFFICERS
Anthony J. Cataldo
Chairman of the Board
President & Chief Executive Officer
Clifford D. Brune
Vice President
Chief Financial Officer
Auditors:
Goldstein and Morris, Certified Public Accountants, P.C.
36 West 44th Street, Suite 1010
New York, NY 10036
10
<PAGE>
INDEX OF EXHIBITS
The following Exhibits are filed as part of, or incorporated by reference into,
this Report on Form 10-KSB, as indicated below by footnote explanations at the
end of the Index:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
3.1 Certificate of Incorporation of the Company(1)
3.2 Bylaws of the Company(1)
3.3 Amendment to Certificate of Incorporation
10.1 Share Purchase Agreement/Plan of Reorganization
27.1 Financial Data Schedule
_____________________
(1) Filed previously with Form 10-SB on August 12, 1999 and incorporated by
reference.
11
<PAGE>
TABLE OF CONTENTS TO FINANCIAL STATEMENTS
-----------------------------------------
FINANCIAL STATEMENTS PAGE
-------------------- ----
Independent Auditor's Report F-2
Balance Sheet as of April 30, 2000 and 1999 F-3
Statements of Operations for the Years Ended F-4
April 30, 2000 and 1999
Statements of Stockholders' Equity from July 2, 1996 F-5
(date of inception) to April 30, 2000
Statements of Cash Flows for the Years Ended F-6
April 30, 2000 and 1999
Notes to Financial Statements F-7
F-1
<PAGE>
GOLDSTEIN AND MORRIS CERTIFIED PUBLIC ACCOUNTANTS, P.C.
36 WEST 44TH STREET, SUITE 1010
NEW YORK, NY 10036
Board of Directors
Miracle Entertainment, Inc.
We have audited the accompanying balance sheets of Miracle Entertainment, Inc.,
formerly K-9 Protection, Inc. (A Development Stage Company), which is an
indirect wholly owned subsidiary of 1st Miracle Group, Inc. as of April 30, 2000
and April 30, 1999 and the related statements of operations, stockholders'
equity and cash flows for the years then ended. 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 audits 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 Miracle Entertainment, Inc. (A
Development Stage Company), as of April 30, 2000 and April 30, 1999 and the
related statements of operations, stockholders' equity and cash flows for the
years then ended in conformity with generally accepted accounting principles.
August 9, 2000
/S/GOLDSTEIN AND MORRIS CERTIFIED PUBLIC ACCOUNTANTS, P.C.
----------------------------------------------------------
Goldstein and Morris Certified Public Accountants, P.C.
F-2
<PAGE>
<TABLE>
<CAPTION>
MIRACLE ENTERTAINMENT, INC.
(Formerly K-9 Protection, Inc.)
(A Development Stage Company)
BALANCE SHEETS
APRIL 30, 2000 AND 1999
2000 1999
------ -------
ASSETS
<S> <C> <C>
Organization costs - net $ -- $ 138
======= =======
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Officers loans $ 2,905 $ 820
-------
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) (3,682)
------- -------
Total stockholders' deficit (2,905) (682)
------- -------
$ -- $ 138
======= =======
</TABLE>
The accompanying notes are an integral part of
these financial statements.
F-3
<PAGE>
<TABLE>
<CAPTION>
MIRACLE ENTERTAINMENT, INC.
(Formerly K-9 Protection, Inc.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
YEARS ENDED APRIL 30, 2000 AND 1999
CUMULATIVE
DURING
DEVELOPMENT
STAGE 2000 1999
----- ---- ----
<S> <C> <C> <C>
Revenues $ -- $ -- $ --
------- ------- -------
Expenses
General and administrative 5,589 2,085 735
Amortization 316 138 63
------- ------- -------
Total expenses 5,905 2,223 798
Net loss 5,905 (2,223) (798)
------- ------- -------
Accumulated deficit, beginning of year -- (3,682) (2,884)
Accumulated deficit, end of year $(5,905) $(5,905) $(3,682)
======= ======= =======
Basic and diluted loss per share $ (.001) $ (.000)
======= =======
</TABLE>
The accompanying notes are an integral part of
these financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
MIRACLE ENTERTAINMENT, INC.
(Formerly K-9 Protection, Inc.)
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
FROM JULY 2, 1996 (date of inception) TO APRIL 30, 2000
COMMON STOCK
------------
ADDITIONAL
PAID-IN- ACCUMULATED
SHARES PAR VALUE CAPITAL DEFICIT TOTAL
------ --------- ------- ------- -----
Issuance of
<S> <C> <C> <C> <C> <C>
common shares 3,000,000 $ 3,000 $ -- $ -- $ 3,000
Common shares
redeemed (1,975,000) (1,975) 1,975 -- --
Cumulative net loss
during development
stage -- -- -- (5,905) (5,905)
Balance, April 30, 2000 1,025,000 $ 1,025 $ 1,975 $ (5,905) $ (2,905)
</TABLE>
The accompanying notes are an integral part of
these financial statements.
F-5
<PAGE>
<TABLE>
<CAPTION>
MIRACLE ENTERTAINMENT, INC.
(Formerly K-9 Protection, Inc.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
YEARS ENDED APRIL 30, 2000 AND 1999
CUMULATIVE
DURING
DEVELOPMENT
STAGE 2000 1999
----- ---- ----
Cash flows from operating activities:
<S> <C> <C> <C>
Net loss $(5,905) $(2,223) $ (798)
Adjustment to reconcile net loss to cash
provided by operating activities:
Amortization 316 138 63
Increase (decrease) in cash flows from
operating activities resulting from changes in:
Organization costs (316) -- --
Officers advances 2,905 2,085 735
------- ------- -------
Net cash flows used in operating activities (3,000) -- --
Cash flows from financing activities:
Issuance of common shares 3,000 -- --
Net increase (decrease) in cash -- -- --
Cash, beginning of year -- -- --
------- ------- -------
Cash, end of year $ -- $ -- $ --
======= ======= =======
</TABLE>
The accompanying notes are an integral part of
these financial statements.
F-6
<PAGE>
MIRACLE ENTERTAINMENT, INC.
(Formerly K-9 Protection, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND BUSINESS
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 changed its name to
Miracle Entertainment, Inc. in June 2000. The Company has been in the
development stage since its formation and has no current operations.
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 (see Note 8).
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ESTIMATES
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 revenue and expenses during the reporting period. Actual
results could differ from those estimates.
INCOME TAXES
Income taxes are computed in accordance with the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS No.
109"), which requires, among other things, a liability approach to calculating
deferred income taxes. SFAS No. 109 requires a company to recognize deferred tax
liabilities and assets for the expected future tax consequences of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Deferred tax
assets must be reduced by a valuation allowance to amounts expected to be
realized.
ORGANIZATION COSTS
Costs incurred to organize the Company are being amortized on a straight-line
basis over a sixty-month period.
EARNINGS (LOSS) PER COMMON SHARE
Basic earnings (loss) per common share was calculated by dividing net income by
the weighted average number of common shares outstanding during the year.
Diluted earnings per share would have been calculated by dividing net income by
the sum of the weighted average number of common shares outstanding plus all
additional common shares that would have been outstanding if potentially
dilutive common shares had been issued. At April 30, 2000 and 1999 the Company
had no dilutive potential common shares; options or warrants.
F-7
<PAGE>
MIRACLE ENTERTAINMENT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 3 - INCOME TAXES
At April 30, 2000, the Company has net operating loss carryforwards of
approximately $6,000, which expire in various years through 2015, available to
offset future taxable income. At April 30, 2000, the Company had a deferred tax
asset amounting to approximately $2,200. The deferred tax asset consists of net
operating loss carryforwards and has been fully offset by a valuation allowance
of the same amount. Certain provisions of the tax law will limit the net
operating loss carryforwards available for use in any given year due to the
significant change in ownership (see Note 6).
NOTE 4 - EARNINGS (LOSS) PER SHARE INFORMATION
The calculation of basic and diluted earnings (loss) per share for the years
ended April 30, 2000 and 1999 is as follows:
2000 1999
------ -------
Net loss available to common share owners $ (2,223) $ (798)
======== =======
Average shares outstanding (a) 2,544,231 3,000,000
========= =========
(a) Used to compute basic and diluted loss per share.
The Company has no outstanding options or warrants.
NOTE 5 - TRANSACTION WITH SHAREHOLDERS
In February 2000, in consideration of $200,000, Miracle Entertainment, Inc. a
New York Corporation, a wholly owned subsidiary of 1st Miracle Group, Inc.
purchased all of the outstanding common shares of the company.
NOTE 6 - RELATED PARTY TRANSACTIONS
Miracle Entertainment utilizes office space provided by its parent company 1st
Miracle Group, Inc., at no cost.
NOTE 7 - CHANGE IN FISCAL YEAR
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.
F-8
<PAGE>
MIRACLE ENTERTAINMENT, INC.
(Formerly K-9 Protection, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
NOTE 8 - SUBSEQUENT EVENT
In July 2000 the Company initiated a merger with Miracle Entertainment, Inc,
formerly 1st Miracle Group, 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.
F-9
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