SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------------------------
FORM 10-QSB
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended: October 31, 2000
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Transition period
from to
---------------------- ----------------------
Commission file number: 0-27007
1st Miracle Entertainment, Inc.
A Development Stage Company
-------------------------------
(Exact name of registrant as specified in its charter)
NEVADA 88-047481
------------------------------------ ---------------------------------
(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
--- ---
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 DECEMBER 13, 2000
------------------- -----------------------------
Common stock, par value $.001 1,025,000
Preferred stock, par value $.001
Transitional Small Business Disclosure Format (check one)
Yes No X
--- ---
<PAGE>
1ST MIRACLE ENTERTAINMENT INC.
(A Development Stage Company)
INDEX
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet as of October 31, 2000
Consolidated Statements of Operations for the Three Months and Six
Months Ended October 31, 2000 and 1999
Consolidated Statements of Cash Flows for the Six Months
Ended October 31, 2000 and 1999
Notes to Financial Statements
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Change in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signature
<PAGE>
PART I FINANCIAL INFORMATION
ITEM I. FINANCIAL INFORMATION:
<TABLE>
<CAPTION>
1ST MIRACLE ENTERTAINMENT, INC.
(Formerly K-9 Protection, Inc.)
(A Development Stage Company)
BALANCE SHEETS
October 31, April 30,
2000 2000
----------- ----------
(Unaudited)
ASSETS
------
<S> <C> <C>
Organization costs - net $ -- $ --
======= =======
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Officers loans $ 2,905 $ 2,905
------- -------
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)
------- -------
Total stockholders' deficit (2,905) (2,905)
------- -------
$ -- $ --
======= =======
</TABLE>
-2-
<PAGE>
<TABLE>
<CAPTION>
1ST MIRACLE ENTERTAINMENT, INC.
(Formerly K-9 Protection, Inc.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
SIX MONTHS ENDED OCTOBER 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 -- 143
------- ------- -------
Total expenses 5,905 -- 143
------- ------- -------
Net loss 5,905 -- (143)
------- ------- -------
Accumulated deficit, beginning of year -- (5,905) (3,682)
------- ------- -------
Accumulated deficit, end of year $(5,905) $(5,905) $(3,825)
======= ======= =======
Basic and diluted loss per share $ (.000) $ (.000)
======= =======
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
1ST MIRACLE ENTERTAINMENT, INC.
(Formerly K-9 Protection, Inc.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED OCTOBER 31, 2000 AND 1999
2000 1999
---------- ----------
(Unaudited) (Unaudited)
<S> <C> <C>
Revenues $ -- $ --
Expenses
General and administrative -- --
Amortization -- 128
------- -------
Total expenses -- 128
------- -------
Net loss -- (128)
------- -------
Accumulated deficit, beginning of period (5,905) (3,697)
------- -------
Accumulated deficit, end of period $(5,905) $(3,825)
======= =======
Basic and diluted loss per share $ (.000) $ (.000)
======= =======
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
1ST MIRACLE ENTERTAINMENT, INC.
(Formerly K-9 Protection, Inc.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED OCTOBER 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) $ -- $ (143)
Adjustment to reconcile net loss to cash
provided by operating activities:
Amortization 316 -- 143
Increase (decrease) in cash flows from
operating activities resulting from changes in:
Organization costs (316) -- --
Officers advances 2,905 -- --
------- ----------- -------
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 period -- -- --
------- ----------- -------
Cash, end of period $ -- $ -- $ --
======= =========== =======
</TABLE>
-5-
<PAGE>
1ST MIRACLE ENTERTAINMENT, INC.
(Formerly K-9 Protection, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - ORGANIZATION AND BUSINESS
----------------------------------
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 consolidated financial position of
1st Miracle Entertainment, Inc. (the "Company") at October 31, 2000, and the
results of its operations and its cash flows for the six months and three months
ended October 31, 2000 and 1999. The results of operations for the interim
period ended October 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
changed its name to 1st Miracle Entertainment, Inc. on September 13, 2000. The
Company has been in the development stage since its formation and has no current
operations. The Company is a wholly owned subsidiary of 1st Miracle
Entertainment Inc. (NY) whose ultimate parent is 1st Miracle Group Inc. a
Canadian corporation which is registered for trading on the Ontario Securities
Exchange and also trades on the Pink Sheets.
NOTE 2 - UNAUDITED INTERIM FINANCIAL INFORMATION
------------------------------------------------
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
----------------------
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 may raise
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.
-6-
<PAGE>
1ST MIRACLE ENTERTAINMENT, INC.
(Formerly K-9 Protection, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 4 - 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.
NOTE 5 -BUSINESS COMBINATION
----------------------------
The Company is in the process of merging with 1st Miracle Entertainment, Inc,
(NY) 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.
1st Miracle Entertainment, Inc. (NY) has no assets, liabilities or equity.
-7-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPEARTIONS
PLAN OF OPERATION
1st Miracle Entertainment, Inc. ("Miracle Entertainment" or the
"Company"), 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. Miracle Entertainment in
conjunction with its parent company intends to develop and produce feature
length films from scripts that are acquired or developed. Depending upon certain
factors, the Company intends to develop and produce three or more films each
year.
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.
-8-
<PAGE>
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 October 31, 2000.
ITEM 2. CHANGE IN SECURITIES
This item is not applicable.
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
This item is not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS.
Exhibits 27.1, Financial Data Schedule
(B) REPORTS ON FORM 8-K
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
December 13, 2000
1st Miracle Entertainment, Inc.
By: /s/ CLIFFORD D. BRUNE
---------------------
Clifford D. Brune
Chief Financial Officer and
Assistant Secretary
-9-
<PAGE>
