FORM 10-QSB
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended: January 31, 2001
[ ] Transition report pursuant to Section 13 or 15(d) 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.
(Exact name of registrant as specified in its charter)
NEVADA 88-047481
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(State of incorporation) (IRS employer identification number)
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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.
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 MARCH 13, 2001 ------------------- -------------------------- Common stock, par value $.001 1,025,000 Preferred stock, par value $.001 |
1ST MIRACLE ENTERTAINMENT INC.
INDEX
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet as of January 31, 2001
Consolidated Statements of Operations for the Three Months
Ended January 31, 2001 and 2000
Consolidated Statements of Cash Flows for the Three Months
Ended January 31, 2001 and 2000
Notes to Financial Statements
Item 2. Management's Discussion and Analysis or Plan of Operation
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
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PART I FINANCIAL INFORMATION
ITEM I. FINANCIAL INFORMATION:
1ST MIRACLE ENTERTAINMENT, INC.
(Formerly K-9 Protection, Inc.)
(A Development Stage Company)
BALANCE SHEETS
January 31, April 30,
2002 2001
---------- --------
(Unaudited)
ASSETS
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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1ST MIRACLE ENTERTAINMENT, INC.
(Formerly K-9 Protection, Inc.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
CUMULATIVE
DURING
DEVELOPMENT NINE MONTHS ENDED JANUARY 31,
STAGE 2002 2001
--------------------------------------------
(Unaudited) (Unaudited)(Unaudited)
Revenues $ -- $ -- $ --
------- ------- -------
Expenses
General and administrative 5,589 -- --
Amortization 316 -- --
------- ------- -------
Total expenses 5,905 -- --
------- ------- -------
Net loss 5,905 -- --
Accumulated deficit, beginning of period -- (5,905) (5,905)
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Accumulated deficit, end of period $(5,905) $(5,905) $(5,905)
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Basic and diluted loss per share $ (.000) $ (.000)
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1ST MIRACLE ENTERTAINMENT, INC.
(Formerly K-9 Protection, Inc.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Three Months Ended
January 31,
2002 2001
---------- ----------
(Unaudited) (Unaudited)
Revenues $ -- $ --
Expenses
General and administrative -- --
Amortization -- --
------- -------
Total expenses -- --
------- -------
Net loss -- --
Accumulated deficit, beginning of period (5,905) (3,825)
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Accumulated deficit, end of period $(5,905) $(3,825)
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Basic and diluted loss per share $ (.000) $ (.000)
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1ST MIRACLE ENTERTAINMENT, INC.
(Formerly K-9 Protection, Inc.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
CUMULATIVE
DURING NINE MONTHS ENDED
DEVELOPMENT JANUARY 31,
STAGE 2002 2001
------- ----- ----
(Unaudited) (Unaudited) (Unaudited)
Cash flows from operating activities:
Net loss $(5,905) $ -- $ --
Adjustment to reconcile net loss to cash
used in by operating activities:
Amortization 316 -- --
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 in cash -- -- --
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Cash, beginning of period -- -- --
------- ------------- --------------
Cash, end of period $ -- $ -- $ --
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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 January 31, 2002 and April 30, 2001, and the results of its operations and its cash flows for the nine months and three months ended January 31, 2002 and 2001. The results of operations for the interim period ended January 31, 2002 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 Miracle Entertainment Inc. (formerly 1st Miracle Group Inc.) a Canadian corporation which is a reporting company with 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, 2001, included in the Company's Form 10-KSB filed with the Securities and Exchange Commission on August 13, 2001.
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.
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
Previously, the Company intended to merge with 1st Miracle Entertainment, Inc, (NY) formerly 1st Miracle Group, Inc., a New York corporation, which is a wholly owned subsidiary of Miracle Entertainment Inc. (formerly 1st Miracle Group, Inc.) a Canadian corporation reporting to the Ontario Securities Commission. At the present time, management has ceased its plans to merge.
1st Miracle Entertainment, Inc. (NY) has no assets, liabilities or equity.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPEARTIONS
PLAN OF OPERATION
1st Miracle Entertainment, Inc. (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 Miracle Entertainment, Inc. a corporation reporting to the Ontario Securities Commission and trading on the Pink Sheets. The Company 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.
The Company 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 the Company 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 September 30, 2001.
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.
This item is not applicable.
(B) REPORTS ON FORM 8-K
This item is not applicable.
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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
March 14, 2002
1st Miracle Entertainment, Inc.
By: _________________________
Anthony J. Cataldo
Chairman and Chief Executive Officer
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