KWANG-HO LEE
Certified Public Accountant




MIRACOM INDUSTRIES, INC.
Consolidated Financial Statements
December 31, 2001 and 2000
(With Independent Auditors' Report Thereon)


           3600 Wilshire Blvd., Suite 1416
           Los Angeles, CA 90010




                               INDEPENDENT AUDITORS' REPORT

The Board of Directors
Miracom Industries, Inc.
La Mirada, California


We have audited the accompanying consolidated balance sheets of Miracom
Industries, Inc. as of December 31, 2001 and 2000 and the related consolidated
statements of operations, stockholders' equity and cash flows for the years then
ended. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit 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 the
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Miracom Industries,
Inc. as of December 31, 2001 and 2000 the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered losses from operations that raise
substantial doubt about the ability to continue as a going concern. Management's
plans in regards to this matter are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.





                                              Kwang-Ho Lee
                                              Certified Public Accountant


April 11, 2002



<PAGE>




<TABLE>
<CAPTION>

                            MIRACOM INDUSTRIES, INC.
                           Consolidated Balance Sheet
                           December 31, 2001 and 2000



                 Assets

                                                                              Dec. 31,                Dec. 31,
                                                                                2001                    2000
                                                                              --------                --------
Current assets:
<S>                                                                         <C>                     <C>
   Cash                                                                            -                       $853
   Accounts receivable - trade, less allowance for doubtful accounts of $0      112,282                 145,782
   Other receivable                                                              30,326                  17,267
   Inventories                                                                   31,990                  33,313

                Total current assets                                            174,598                 197,215

Property and equipment, at cost:

   Furniture, fixtures and equipment                                             16,081                  16,081
                                                                                 16,081                  16,081
   Less: accumulated depreciation                                                 6,144                   3,628

                Net property and equipment                                        9,937                  12,453

Other assets                                                                        965                     965

                Total assets                                                   $185,500                $210,633




</TABLE>

See accompanying notes to consolidated financial statements



<PAGE>


<TABLE>
<CAPTION>

                            MIRACOM INDUSTRIES, INC.
                           Consolidated Balance Sheet
                           December 31, 2001 and 2000



                      Liabilities and Stockholders' Equity


                                                                                Dec. 31,             Dec. 31,
                                                                                  2001                  2000
                                                                                --------             --------
Current liabilities:

<S>                                                                         <C>                  <C>
   Overdraft with bank                                                               $10                 -
   Accounts payable                                                              229,751               212,114
   Note payable, convertible(note 4)                                             147,000               137,000
   Accrued expenses and other liabilities(note 5)                                188,435                98,642

                Total current liabilities                                        565,196               447,756

Long-term liabilities:                                                              -                    -

                Total long-term liabilities                                         -                    -

Stockholders' equity:

   Common stock, par value $0.0001 per share.  Authorized 50,000,000
      shares; issued and outstanding 6,554,487 shares(note 3)                        656                   636
   Additional paid-in capital(note 3)                                            222,171               182,191
   Retained earnings(deficits)                                                 ($602,523)            ($419,950)

                Total stockholders' equity                                     ($379,696)            ($237,123)

                Total liabilities and stockholders' equity                      $185,500              $210,633


</TABLE>

           See accompanying notes to consolidated financial statements




<PAGE>





<TABLE>
<CAPTION>


                            MIRACOM INDUSTRIES, INC.
                      Consolidated Statement of Operations
                     Years ended December 31, 2001 and 2000


                                                                             12 months                12 months
                                                                            Dec. 31, 2001            Dec. 31, 2000
                                                                            -------------            -------------

<S>                                                                      <C>                     <C>
         Net sales                                                             $173,500                $1,760,732

         Cost of sales                                                          166,730                 1,700,150

                       Gross profit                                               6,770                    60,582

         Selling, general and administrative expenses(note 5)                   185,258                   235,307

                       Operating income(loss)                                 ($178,488)                ($174,725)

         Other income(expense):

              Interest expense                                                  ($3,285)                 ($13,233)

                       Income(loss) before income taxes                       ($181,773)                ($187,958)

         Income taxes                                                               800                       800

                       Net income(loss)                                       ($182,573)                ($188,758)


         Earnings per common share                                               ($0.03)                   ($0.03)


         Weighted average number of common shares                             6,488,734                 6,319,728



</TABLE>


                See accompanying notes to consolidated financial statements




<PAGE>



<TABLE>
<CAPTION>


                            MIRACOM INDUSTRIES, INC.
                 Consolidated Statement of Stockholders' Equity
                     Years ended December 31, 2001 and 2000



                                          Common           Additional            Retained
                                          Stock          Paid-in capital       earnings(deficits)       Total
                                          -----          ---------------       ------------------       -----

<S>                                       <C>             <C>                   <C>                  <C>
 Balance at December 31, 1999               $618            82,209                ($231,192)           ($148,365)


 Issuance of common stock                     18            99,982                 -                     100,000

 Net income(loss)                             -                  -                ($188,758)           ($188,758)

 Balance at December 31, 2000               $636           182,191                ($419,950)           ($237,123)

 Issuance of common stock(note 3)             20            39,980                 -                      40,000

 Net income(loss)                             -                  -                ($182,573)           ($182,573)

 Balance at December 31, 2001               $656           222,171                ($602,523)           ($379,696)

</TABLE>


           See accompanying notes to consolidated financial statements



<PAGE>




<TABLE>
<CAPTION>


                            MIRACOM INDUSTRIES, INC.
                      Consolidated Statement of Cash Flows
                     Years ended December 31, 2001 and 2000

                                                                                               12 Months            12 Months
                                                                                              Dec. 31, 2001        Dec. 31, 2000
                                                                                              -------------        -------------

       Cash flows from operating activities:
<S>                                                                                        <C>                  <C>
            Net income(loss)                                                                    ($182,573)           ($188,758)

            Adjustments to reconcile net income to net cash
               provided (used in) by operating activities:
                    Depreciation and amortization                                                   2,516                2,349
                    Decrease (increase) in accounts receivable                                     33,500            ($103,696)
                    (Increase) decrease in other receivable                                      ($13,059)              28,662
                    Decrease (increase) in inventories                                              1,323             ($16,179)
                    Decrease in other assets                                                          -                  1,843
                    Increase in overdraft with bank                                                    10             -
                    Increase in accounts payable                                                   17,637              184,945
                    Increase (decrease) in accrued expenses and other liabilities                  89,793              ($8,001)

                            Total adjustments                                                     131,720               89,923

                            Net cash provided (used in) by operating activities                  ($50,853)            ($98,835)

       Cash flows from investing activities:
                 Acquisition of property and equipment                                           -                     ($2,999)

                            Net cash provided (used in) by investing activities                  -                     ($2,999)

       Cash flows from financing activities:
                 Issuance of common stock                                                              20                   18
                 Increase in additional paid-in capital                                            39,980               99,982
                 Proceed from note payable, convertible                                            10,000             -
                 Proceed from long-term debt                                                     -                         800
                 Repayment of long-term debt                                                     -                     ($1,277)

                            Net cash provided (used in) by financing activities                    50,000               99,523

                            Net (decrease) increase in cash                                         ($853)             ($2,311)

       Cash at beginning of year                                                                      853                3,164

       Cash at end of year                                                                             $0                 $853


       Supplemental disclosure of cash flow information:
                 Cash payments during the year for interest and income tax                       -                        $883



</TABLE>


       See accompanying notes to consolidated financial statements



<PAGE>




MIRACOM INDUSTRIES, INC.
Notes to consolidated Financial Statements
December 31, 2001

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AFFIRMATIVE STATEMENT

The accompanying consolidated financial statements have been adjusted to include
all adjustments which in the opinion of the management of the Company are
necessary in order to make the consolidated financial statements not misleading.

BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared on the
accrual basis of accounting.

ORGANIZATION

Miracom Industries, Inc. (the Company), formerly named Bigway, Inc. was
incorporated in Nevada on March 12, 1996. Bigway, Inc. was a shell corporation
with no assets or liabilities and had no other material operations until the
acquisition since its incorporation.

On April 25, 1999, Bigway, Inc. approved a Resolution of the Board of Directors
whereby it authorized a 'Corporate Combination Agreement', executed and accepted
as effective April 26, 1999. In accordance with the 'Agreement', the Company
acquired a Miracom Industries, a California sole proprietorship engaged in
developing and manufacturing new and innovative consumer electronic products.
Simultaneous with the consummation of the acquisition, Bigway, Inc. changed its
name to Miracom Industries, Inc., whose main office is located in California,
focusing its business direction on the manufacture of the electronic products
and distributing them to major department stores and wholesalers throughout the
United States.

For both financial and income taxes reporting purposes, the Company utilizes
calendar year-end accounting period. The Company's fiscal year subsequent to the
acquisition ends December 31.

REVENUE RECOGNITION

The Company recognizes revenue from product sales upon shipment. The Company
does not provide a specific return policy. When the products are returned, the
Company normally exchanges the products or provides credits to the customers.
The returned products are directly shipped out to the supplier and receives new
products or credits from the supplier. The Company does not provide sales
discounts to the customers.

INVENTORIES

Inventories, which consist of finished goods, are stated at the lower of cost or
market, with cost determined on the first-in, first-out (FIFO) basis. At
December 31, 2001, the Company had inventories of $31,990 recorded at cost.

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Maintenance and repairs are
expensed as paid, and expenditures that increase the useful life of the asset
are capitalized.

For financial reporting purposes, depreciation is provided using the
straight-line method over the following estimated useful lives of the respective
assets.


                             Furniture, fixtures and equipment    5 to 7 years

RESEARCH AND DEVELOPMENT

The Company charges all research and development costs to expense when incurred.

EARNINGS PER SHARE

Earnings per share of common stock are computed by dividing net income by the
weighted average number of shares outstanding during the period.

INCOME TAXES

The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standard (SFAS) No. 109, "Accounting for Income Taxes", which was
adopted in 1999. The assets and liability approach used in SFAS No. 109 requires
the recognition of deferred tax assets and liabilities for the expected future
tax consequences of temporary differences between the carrying amounts and the
tax bases of the assets and liabilities.

Income taxes consist of the minimum state franchise tax of $800. For the year
ended December 31, 2001, no provision for federal income tax was made, because
the Company is expected to be at a loss for the current year for federal income
tax purposes. The ultimate establishment of provision for federal income tax is
dependent upon the Company attaining future taxable earnings.

(2)  GOING CONCERN

The Company has incurred net losses of $182,573 and $188,758 for the year ended
December 31, 2001 and 2000, respectively.

Management believes that the net loss of $182,573 for the year ended December
31, 2001 results mainly from the slowdown of the sales activities, $69,400 of
deferred salaries for the Company's officers and $51,720 of professional service
expenses, which are the integral portion (65%) of the total selling, general and
administrative expenses. This matter raises substantial doubt about the
Company's ability to continue as a going concern. If these expenses were not
incurred, management believes that total selling, general and administrative
expenses might be $64,138, resulting in net losses of $61,453 for the year ended
December 31, 2001. In order to survive in an increasingly competitive mini phone
market, the management decided to develop a new innovative consumer electronic
products. The Company's continued existence is dependent upon the Company's
ability to secure adequate investment for the successful completion of the
development of the new products.

Through the acquisition and the additional capital contributions, the Company
already implemented a new and innovative consumer electronic product
development, which would significantly improve operating results. The Company
plans to obtain patent and copy rights for the new product in order to prevent
the competitors from copying the product.

Management plans to seek additional capital through equity placements, and it
believes that, if successfully funded and implemented, the development of the
new product will improve operating results of the Company and net earnings will
be recorded in the near future.

(3)        COMMON STOCK

At May 1, 2001, $40,000 of accrued legal expenses were converted into 200,000
shares of the Company's common stock at $0.20 per share. The share price was
determined by the approximate market price at the time of the conversion.

As of December 31, 2001, common stock status consists of the following:
<TABLE>
<CAPTION>


   No. of shares                    Par      Common     Capital          Additional
      issued        Percent        value     stock    contribution    paid-in capital
      ------        -------        -----     -----    ------------    ---------------
   <S>             <C>          <C>       <C>       <C>               <C>
     2,500,000       38.14%       $0.0001   $   250   $    2,500        $     2,250
     3,269,230       49.88%       $0.0001   $   327   $      327                -
       410,257        6.26%       $0.0001   $    41   $   80,000        $    79,959
       175,000        2.67%       $0.0001   $    18   $  100,000        $    99,982
       200,000        3.05%       $0.0001   $    20   $   40,000        $    39,980
     6,554,487      100.00%       $0.0001   $   656   $  222,827        $   222,171

</TABLE>

As of December 31, 2001, neither subscription rights nor stock warrants were
exercised.


<PAGE>

(4) NOTE PAYABLE, CONVERTIBLE

           At June 14, 1999, July 13, 1999, August 31, 1999, October 18 and 29,
1999, August 14 and 23, 2001, the Company has 10% notes payable of $20,000,
$20,000, $12,000, $50,000 and $35,000, $5,000 and $5,000, respectively, maturing
October 31, 2001, August 13 and 22, 2002 and convertible at $1.00 per share. The
principle sums of the notes are payable at maturity date, and the interests are
payable on the principle sums outstanding from time to time in arrears on the
maturity date, at the rate of ten(10) percent per annum accruing from the date
of initial issuance.

           Any or all of the principle or any portion of the principle of the
notes, including accrued interests, are convertible into the Company's common
stock shares at $1.00 per share, at the notes holder's option, at any time
commencing one year after the closing date until maturity.

           At December 31, 2001, an outstanding borrowing under the notes were
$147,000, none of the notes were converted.

(5) DEFERRED COMPENSATION

           The Company incurred $69,400 of deferred salaries, the difference
between the stated salaries ($102,000) at fair market value and the actual
compensation ($32,600), for the services provided by the officers, which was
charged to operations for the year ended December 31, 2001 and was reported as
liabilities under the 'Current Liabilities' of the Consolidated Balance Sheet as
of December 31, 2001. At December 31, 2001, none of the deferred compensation
was actually paid.

(6)  FAIR VALUE OF FINANCIAL INSTRUMENTS

           The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of Statement of
Financial Accounting Standards No. 107, "Disclosures About Fair Value of
Financial Instruments". The carrying values of cash, receivables, accounts
payable and accrued liabilities approximate fair value due to the short-term
maturities of these instruments. The carrying amount of note payable,
convertible approximates fair value. The estimated fair value of the note is
based upon the current rate at which the Company could borrow fund with a
similar maturity.

(7) COMMITMENTS AND CONTINGENCIES

           At February 14, 2001, the Company entered into a noncancelable
operating lease expiring through February, 2002 for office space.

           Future minimum lease payments under the operating lease as of
December 31, 2001 are as follows:

                          Year ending December 31:

                              2002     $    1,987
                                       $    1,987


           Rent expense charged to operations for the year ended December 31,
2001 was $8,115.

           Based upon advice from legal counsel, there are neither existing
claims nor pending or threatened litigation, either asserted or unasserted,
which would be material to the Company.

(8)     REPORTABLE EVENT

           On October 29, 2001, the Company and Spiderfuel, Inc., a Delaware
corporation ("Spiderfuel"), entered into a merger agreement pursuant to which
Spiderfuel will merge with and into the Company, with the Company remaining as
the surviving corporation. Pursuant to the agreement, the stockholders of
Spiderfuel shall exchange their Spiderfuel common stock for shares of the
Company's common stock, resulting in the stockholders of Spiderfuel owning an
aggregate of eighty five (85) percent of the issued and outstanding shares of
the Company's common stock.


<PAGE>


In addition, the Company is obligated to issue additional shares of its common
stock to the stockholders of Spiderfuel in the event certain agreed-upon goals
are reached. As of December 31, 2001, the merger has not been fully executed and
still was in a final completion process.