================================================================================

                       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, 2001                                                   0-27007

                         1ST MIRACLE ENTERTAINMENT, INC.
================================================================================
                           A DEVELOPMENT STAGE COMPANY
               (Exact name of registrant specified in its charter)
                  Predecessor Name: Miracle Entertainment 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
31,2001, the registrant had outstanding 1,025,000 Shares.

           There were no revenues for the fiscal year ended April 30, 2001 as
the registrant was deemed a development stage company.


<PAGE>






                         1ST MIRACLE ENTERTAINMENT, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                   FORM 10-KSB
                    FOR THE FISCAL YEAR ENDED APRIL 30, 2001
                                      INDEX
                                                                           PAGE


PART I                                                                       1

   ITEM 1.    BUSINESS                                                       1
   ITEM 2.    PROPERTIES                                                     2
   ITEM 3.    LEGAL ROCEEDINGS                                               2
   ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITIESHOLDERS           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           2
   ITEM 7.    FINANCIAL STATEMENTS                                           3
   ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                     ACCOUNTING AND FINANCIAL DISCLOSURES                    3

PART III                                                                     3

   ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
                     CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A)
                     OF THE EXCHANGE ACT                                     3
   ITEM 10.   EXECUTIVE COMPENSATION                                         5
   ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                     OWNERS AND MANAGEMENT                                   6
   ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                 6
   ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K                               6

SIGNATURES                                                                   7


INDEX OF EXHIBITS                                                            8









<PAGE>


                                     PART I

ITEM 1.                 BUSINESS

           1st Miracle Entertainment, Inc. was incorporated in the state of New
York on April 1, 1999 and is a wholly-owned subsidiary of 1st Miracle Group,
Inc., a Canadian corporation registered for trading on the Ontario Securities
Exchange and on the Pink Sheets LLC. As of February of 2000, 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
Section 12 (g) of the Securities Exchange Act of 1934, in a stock purchase
transaction. Resultantly, 1st Miracle Entertainment (NY) acquired all the issued
and outstanding share of K-9. The Articles of Incorporation of K-9 were
subsequently amended to change its corporate name to 1st Miracle Entertainment,
Inc.

           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.

           1st Miracle Entertainment currently has no business operations. As a
wholly-owned subsidiary of 1st Miracle Group, 1st Miracle Entertainment intends
to implement a business plan similar to the business plan currently being
implemented by its parent 1st Miracle Group 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
1st 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.

           1st 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.

           1st 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. 1st 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 1st 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 1st Miracle Entertainment.

           1st Miracle Entertainment is a development stage company. At this
time, 1st Miracle Entertainment does not have any screenplays under production
nor does it own the rights to any screen plays, resultantly, it does not have
any agreements for distribution of films. 1st 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.

           At the current time, there is no need for governmental approval for
1st 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 1st
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.









                                      -1-
<PAGE>

MANAGEMENT CHANGES

           Prior to the end of 1st Miracle Entertainment's Fiscal Year, V. Terry
Franzke resigned as a member of the Board of Directors and Clifford D. Brune
resigned as Vice-President and Chief Financial Officer. Subsequently Mr. Martin
Landau and Mr. Steve M. Popple were appointed to the Board of Directors.

EMPLOYEES

           1st Miracle Entertainment did not employ any full time paid employees
as of April 30, 2001. 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

           1st Miracle Entertainment utilizes office space provided at no cost
by its parent company 1st Miracle Group. 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 1st Miracle Entertainment's business plan.

ITEM 3.              LEGAL PROCEEDINGS

           1st 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 1st 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.

                                     PART II

ITEM 5.    MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
           MATTERS

           While 1st Miracle Entertainment's ultimate parent 1st Miracle Group's
common stock is currently traded on the Pink Sheets, there is no current market
for 1st 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.

ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

PLAN OF OPERATION

1st Miracle Entertainment intends to develop and produce feature length films
from scripts that are acquired or developed. 1st 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
Group or other sources.

           If the Company is able to generate fees from the production of films
and sees profits being derived from the release and sale of completed films,
management believes that 1st 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.





                                      -2-
<PAGE>

"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

On May 12, 2000, by resolution of the Board of Directors of 1st Miracle
Entertainment, it was resolved that the auditing firm of Berg & Co. LLP be
dismissed. Berg issued a qualification in its audited report for 1st Miracle
Entertainment's parent company for the fiscal years ended April 30, 1999 and
1998. The Company 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 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
1st Miracle Entertainment's parent's contention that the explanatory paragraph
contained in the auditor's report for fiscal year ended April 30, 1999 was not
appropriate.

           The Board of Directors of 1st Miracle Entertainment and its parent
company retained Goldstein & Morris as their regular auditors as of May 16, 2000
to re-audit 1st Miracle Group's fiscal years ended April 30, 1999 and 1998 and
to issue their report as well as to audit the financial statements for the
ensuing fiscal year.

                                    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 1st Miracle
Entertainment on an "as-needed" basis.














                                      -3-
<PAGE>

           Information as to our Directors and Executive Officers is as follows:

NAME/ADDRESS                              POSITION                        AGE
------------                              --------                        ---

Anthony J. Cataldo                        President, Chief                 51
c/o 1st Miracle Entertainment, Inc.       Executive Officer, and
8730 Sunset Boulevard - Penthouse East    Chairman of the Board
West Hollywood, CA 90069

John Salley                               Director                         38
c/o 1st Miracle Entertainment, Inc.
8730 Sunset Boulevard - Penthouse East
West Hollywood, CA 90069

Martin Landau                             Director
c/o 1st Miracle Entertainment, Inc.
8730 Sunset Boulevard - Penthouse East
West Hollywood, CA 90069

Steve M. Popple                           Director                         50
c/o 1st Miracle Entertainment, Inc.
8730 Sunset Boulevard - Penthouse East
West Hollywood, CA 90069

           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 1st 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.

           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 1st 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.

           MARTIN LANDAU has served as a member of the Board of Directors since
April 2001. Mr. Landau is an actor whose award-winning career spans over four
decades. Mr. Landau has been honored with many awards including a 1994 Oscar for
Best Supporting Actor for his performance as "Bela Lugosi" in Tim Burton's ED
WOOD. He has also received two prior Oscar nominations: In 1988 for his
performance as "Abe Karatx" in Francis Ford Copola's TUCKER; and in 1989 for his
role as "Juah Rosenthal" in Woody Allen's CRIMES AND MISDEMEANORS. Mr. Landau
has extensive experience in the entertainment industry both on and off camera.

         STEVE M. POPPLE was appointed as a member of the Board of Directors in
April 2001. He has held a number of Senior Management positions with some of the
worlds leading financial systems suppliers. Mr. Popple has been Managing
Director for the Europe, Middle East and Africa operation of Prologic
Corporation. Prologic Corporation is a supplier of advanced web enabled, multi
channel systems for portal based wealth management including E-banking,
M-banking, E-brokerage and financial data aggregation. Mr. Popple started his
career with Hambros, one of London's premiere investment banking firms.










                                      -4-
<PAGE>

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 2001 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 1st 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.

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

                                            Long Term Compensation
                                                       Annual Compensation              Awards          Payouts

                                                    Other          Restricted   Securities                   All
                                                    Annual         Stock        Underlying    LTIP      Other
                                                    Compensation   Award(s)     Options/SARs  Payouts   Compensation


Name and Principal
Position             Year    Salary ($)  Bonus ($)     ($)          ($)           (#)         ($)

<S>                   <C>        <C>        <C>         <C>          <C>           <C>         <C>         <C>
Anthony J. Cataldo    2001       0          0           0            0             0           0           0
   President, CEO
   and Director

                      2000       0          0           0            0             0           0           0

                      1999       -          -           -            -             -           -           -

</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, 2001.
<TABLE>
<CAPTION>

                                              Individual Grants

                     Number of          % of Total
                     Securities         Options/SSRs Granted
                     Underlying         to Employee in
                     Options/SSRs       Fiscal Year            Exercise or Base
Name                 Granted (#)                               Price ($/SH)       Expiration Date

<S>                     <C>              <C>                     <C>                <C>
Anthony J. Cataldo      0                    -                      -                -

John Salley             0                    -                      -                -

Martin Landau           0                    -                      -                -

Steve M. Popple         0                    -                      -                -

</TABLE>




                                      -5-
<PAGE>


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, 2001, 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.
<TABLE>
<CAPTION>

                                                                                                    % OF COMMON
                                           SHARES OF                            TOTAL BENENFICIAL   STOCK
NAME OF BENEFICIAL OWNER                   COMMON STOCK      OPTIONS/OTHER      OWNERSHIP           OUTSTANDING


<S>                                        <C>                 <C>               <C>                 <C>
1st Miracle Entertainment Inc. (NY) (1)     1,025,000             -              1,025,000           100%

Anthony J. Cataldo                                  0             -                      0             0%

John Salley                                         0             -                      0             0%

Martin Landau                                       0             -                      0             0%

Steve M. Popple                                     0             -                      0             0%

All Directors and Executive Office as a             0             -                      0             0%
Group
<FN>

-----------
(1)  1st Miracle Entertainment Inc. (NY)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, 1st Miracle Group Inc. may in the future 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.


















                                      -6-
<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.

                                                1ST MIRACLE ENTERTAINMENT, INC.


                                                By:  /S/ ANTHONY J. CATALDO
                                                     ----------------------

                                                     Anthony J. Cataldo
                                                     Chief Executive Officer

Dated:   August 10, 2001


                                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 10, 2001
----------------------
Anthony J. Cataldo           Officer and Director


John Salley                  Director                        August , 2001

/S/ MARTIN LANDAU
Martin Landau                Director                        August 10, 2001

/S/ STEVE M. POPPLE
Steve M. Popple              Director                        August 10, 2001


                         1ST MIRACLE ENTERTAINMENT INC.
                      EXECUTIVE OFFICERS OF THE REGISTRANT

                               BOARD OF DIRECTORS


Anthony J. Cataldo
           Chairman of the Board
           President & Chief Executive Officer

John Salley

Martin Landau

Steve M. Popple





                                      -7-
<PAGE>

                               EXECUTIVE OFFICERS

Anthony J. Cataldo
           Chairman of the Board
           President & Chief Executive Officer

Auditors:
           Goldstein and Morris, Certified Public Accountants, P.C.
           36 West 44th Street, Suite 1010
           New York, NY 10036


                                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(1)
           10.1      Share Purchase Agreement/Plan of Reorganization(1)


---------------------
(1) Filed previously









                                      -8-
<PAGE>


                    TABLE OF CONTENTS TO FINANCIAL STATEMENTS


FINANCIAL STATEMENTS                                                       PAGE
--------------------


           Independent Auditor's Report                                      F-2

           Balance Sheet as of April 30, 2001 and 2000                       F-3

           Statements of Operations for the Years Ended                      F-4
           April 30, 2001 and 2000

           Statements of Stockholders' Equity from July 2, 1996              F-5
           (date of inception) to April 30, 2001

           Statements of Cash Flows for the Years Ended                      F-6
           April 30, 2001 and 2000

           Notes to Financial Statements                             F-7 and F-8









































                                       F-1




<PAGE>










                         1ST MIRACLE ENTERTAINMENT, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                       YEARS ENDED APRIL 30, 2001 AND 2000


<PAGE>


                               GOLDSTEIN & MORRIS
                       Certified Public Accountants, P.C.
                               36 West 44th Street
                               New York, NY 10030





               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS'





Board of Directors
1st Miracle Entertainment, Inc.


We have audited the accompanying balance sheets of 1st Miracle Entertainment,
Inc., (A Development Stage Company), which is a wholly owned subsidiary of 1st
Miracle Group, Inc. as of April 30, 2001 and April 30, 2000 and the related
statements of operations, stockholders equity and cash flows for the years then
ended and for the period from July 2, 1996 (inception) through April 30, 2001.
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 auditing standards generally accepted
in the United States of America. 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 1st Miracle Entertainment, Inc.
(A Development Stage Company), as of April 30, 2001 and 2000 and the related
statements of operations, stockholders, equity and cash flows for the years then
ended and from July 2, 1996 (inception) through April 30, 2001 in conformity
with accounting principles generally accepted in the United States of America.


/s/ GOLDSTEIN & MORRIS
----------------------
New York, NY
July 19, 2001



















                                       F-2


<PAGE>
<TABLE>
<CAPTION>


                         1ST MIRACLE ENTERTAINMENT, INC.
                          (A Development Stage Company)

                                 BALANCE SHEETS

                             APRIL 30, 2001 AND 2000


                                                              2001       2000
                                                              ----       ----

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>




                     The accompanying notes are an integral
                      part of these financial statements.

                                       F-3


<PAGE>

<TABLE>
<CAPTION>

                         1ST MIRACLE ENTERTAINMENT, INC.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS

             JULY 2, 1996 (Date of Inception) THROUGH APRIL 30, 2001







                                                  From
                                               July 2, 1996
                                                (Inception)    YEARS ENDED, APRIL 30
                                             To April 30, 2001   2001       2000
                                                  -----          ----       ----

<S>                                             <C>         <C>         <C>
Revenues                                        $  --       $  --       $  --
                                                -------     -------     -------

Expenses

   General and administrative                     5,589        --         2,085

   Amortization                                     316         138
                                                -------     -------     -------

       Total expenses                             5,905       2,223
                                                -------     -------     -------


Net loss                                          5,905      (2,223)
                                                -------     -------     -------


Accumulated deficit, beginning of year             --        (5,905)     (3,682)
                                                -------     -------     -------



Accumulated deficit, end of year                $(5,905)    $(5,905)    $(5,905)
                                                =======     =======     =======



Basic and diluted loss per share                            $ (.000)    $ (.001)
                                                            =======     =======


</TABLE>



                     The accompanying notes are an integral
                      part of these financial statements.

                                       F-4


<PAGE>

<TABLE>
<CAPTION>

                         1ST MIRACLE ENTERTAINMENT, INC.
                          (A Development Stage Company)

                        STATEMENT OF STOCKHOLDER'S EQUITY

                 FROM JULY 2, 1996 (inception) TO APRIL 30, 2001




                                  COMMON STOCK
                                  ------------
                                                       ADDITIONAL     ACCUMULATED
                            SHARES       PAR VALUE    PAID-IN-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, 2001    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>

                         1ST MIRACLE ENTERTAINMENT, INC.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS





                                                  From
                                               July 2, 1996
                                                (Inception)
                                                To April 30, Years ended April 30,
                                                    2001        2001     2000
                                                    -----       ----     ----


Cash flows from operating activities:

<S>                                                   <C>        <C>     <C>
   Net loss                                           $(5,905)   $--     $(2,223)

   Adjustment to reconcile net loss to cash
     provided by operating activities:

        Amortization                                      316     --         138

   Increase (decrease) in cash flows from
    operating activities resulting from changes in:

      Organization costs                                 (316)    --        --

       Officers advances                                2,905     --       2,085
                                                      -------    ----     ------

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>


                         1ST MIRACLE ENTERTAINMENT, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION AND BUSINESS

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 changed its
name to 1st Miracle Entertainment, Inc. on September 13, 2000. The Company has
no current operations and, in accordance with SFAS 7, is considered a
development stage company.

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. As of the date of this report, no plan has been implemented and the
Company is inactive.

Previously, the Company intended to merge with its parent company 1st Miracle
Entertainment Inc. (NY), whose ultimate parent is 1st Miracle Group, Inc. a
Canadian corporation. At the present time, management has elected not to proceed
with its plans to merge with 1st Miracle Entertainment, Inc. (NY).

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 were 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, 2001 and 2000 the Company
had no dilutive potential common shares, options or warrants.










                                       F-7
<PAGE>





                         1ST MIRACLE ENTERTAINMENT, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

NOTE 3 - INCOME TAXES

At April 30, 2001, 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, 2001, 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, 2001 and 2000 is as follows:

                                                   2001                2000
                                                  -------              ----
Net loss available to common share owners       $  -                 $  (2,223)
                                                =========            =========
Average shares outstanding (a)                  1,025,000            2,544,231
                                                =========            =========

(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>