COMMISSION FILE NUMBER
0-27007
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K and Form 10-KSB [ ]Form 20-F [ ]Form 11-K
[ ] Form 10-Q [ ]Form N-SAR
For Period Ended: April 30, 2000
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: _______________________
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSIONS
HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the items(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
MIRACLE ENTERTAINMENT, INC
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Full Name of Registrant:
1ST MIRACLE GROUP INC.
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Former Name if Applicable
8730 SUNSET BOULEVARD, PENTHOUSE EAST
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Address of Principal Executive Office (Street and Number)
WEST HOLLYWOOD, CA 90069
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City, State and Zip Code
<PAGE>
PART II - RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[ ] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report of transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
[X] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Registrant was advised by its auditing firm that the auditing was
unable to be finalized for the year end as a result of not receiving
third party confirmation. Attached hereto is a letter from Goldstein
& Morris, the Registrant's accounting firm, confirming the within.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
JOSEPH BARATTA 212 750-9700
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such
report(s) been filed? If answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof? Yes [ ]: No [X]
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
<PAGE>
MIRACLE ENTERTAINMENT, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date JULY 28, 2000 By: /s/ Anthony J. Cataldo
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Anthony J. Cataldo, Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
<PAGE>
GOLDSTEIN AND MORRIS
Certified Public Accountants, P.C.
36 West 44th Street
New York, NY 10036
REPORT OF INDEPENDENT PUBLIC ACCOUNTANT
Miracle Entertainment, Inc
and Subsidiaries
8730 Sunset Boulevard, Penthouse East
West Hollywood, CA 90069
Attn: Mr. Anthony J. Cataldo
RE: MIRACLE ENTERTAINMENT, INC.
Dear Mr. Cataldo:
Please be advised that we are not able to complete our audit of your
financial statements to permit you to complete and file your Form 10-KSB for the
fiscal year ended April 30, 2000 inasmuch as we are not yet in receipt of
certain third party confirmations and audit responses. However, we anticipate
that such information will be received shortly which will permit us to complete
our audit by the second week of August 2000.
We understand that you will include this statement in the
Notification of Late Filing under Rule 12b-25 which you are filing with the
Securities and Exchange Commission and we hereby consent to such inclusion.
Very truly yours,
GOLDSTEIN AND MORRIS, CPA'S P.C.
By: /s/ Alan Goldberger
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Alan Goldberger
New York, New York
July 28, 2000
