U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549

                           FORM 10-KSB

       Annual Report Pursuant to Section 13 or 15(d) of the
               Securities and Exchange Act of 1934
           for the Fiscal Year ended December 31, 2000.


                   Commission File No. 0-28135


                     MIRACOM INDUSTRIES, INC.
          ---------------------------------------------
          (Name of Small Business Issuer in its Charter)


Nevada,  U.S.A.                                        91-1982205
(State or other Jurisdiction                        (IRS Employer
of Incorporation or Organization)             Identification No.)


  14747 Artesia Boulevard, Suite 1F, La Mirada, California 90638
             (Address of Principal Executive Offices)


                          (714) 522-2800
                   (Issuer's Telephone Number)


Securities to be registered under Section 12(b) of the Act:

Title of Each Class                Name of Each Exchange on Which
to be so Registered:              Each Class is to be Registered:



Securities to be registered under Section 12(g) of the Act:

                           Common Stock
                  ------------------------------
                         (Title of Class)


Check whether the registrant (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 [ ]


Check here if the disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of the registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this 10-KSB or any
amendment to this Form 10-KSB.  [ ]

Revenues for the year ending December 31, 2000 were $1,760,732.

As of April 18, 2001, the aggregate market value of the voting
and non-voting common equity held by non-affiliates was
$1,544,872.

As of December 31, 2000, the Company had approximately 6,179,487
shares of Common Stock issued and outstanding and 230,769
subscribed shares of Common Stock.

<PAGE>

          INFORMATION REQUIRED IN REGISTRATION STATEMENT

Part I
------
Item 1.  Description of Business

Item 2.  Description of Property

Item 3.  Legal Proceedings

Item 4.  Submission of Matters to a Vote of Security Holders


Part II
-------
Item 5.  Market for Common Equity and Related Shareholder Matters

Item 6.  Management's Discussion and Analysis or Plan of
       Operation

Item 7.  Financial Statements

Item 8.  Changes in and Disagreements With Accountants on
       Accounting and Financial Disclosure


Part III
--------

Item 9.  Directors, Executive Officers, Promoters and Control
       Persons; Compliance With Section 16(a) of the Exchange
       Act

Item 10. Executive Compensation

Item 11. Security Ownership of Certain Beneficial Owners and
       Management

Item 12. Certain Relationships and Related Transactions

Item 13. Exhibits and Reports on Form 8-K



   Except where the context otherwise requires, all references
in this Registration to (a) the "Registrant" or the "Company" or
"Miracom" refer to Miracom Industries, Inc., a Nevada
corporation, (b) the "Web" refer to the World Wide Web and (c)
the "site" refer to the Company's website at www.miracomind.com.


                              PART I

   ITEM 1.   DESCRIPTION OF BUSINESS.

   (a) Business Development.  Miracom Industries, Inc.
("Miracom" or the "Company"), formerly known as Bigway, Inc., was
incorporated in the State of Nevada on March 12, 1996.  On or
about April 25, 1999, the Company approved a Resolution of the
Board of Directors whereby it authorized the consummation of a
Corporate Combination Agreement (the "Agreement") executed with
Miracom Industries, a California sole proprietorship (the
"Acquired Entity"), and concurrently resolved to change the name
of the Company to Miracom Industries, Inc.  Pursuant to the terms
of the Agreement, which was consummated on April 26, 1999, the
Company acquired all of the existing distribution contracts,
marketing rights, inventory and accounts receivable from the
Acquired Entity.  There were no outstanding liabilities at the
time of the acquisition, however, the Company has agreed to
assume any obligations that may arise as a result of previous
product sales.  As consideration for its acquisition, the Company
issued 3,269,230 Shares of its Common Stock to the prior owners
of Miracom's newly-acquired business interests.  As part of the
Agreement, the Company secured a capital contribution commitment
from one of the Miracom principals in the amount of $125,000 in
exchange for 641,026 shares of the Company's Common Stock,
$80,000 (410,257 shares) of which has already been contributed,
and $45,000 (230,769 shares) of which is in the form of a Common
Stock subscription receivable.

   Upon execution of the Agreement, the Company appointed Jimmy
K. Sung and Paul Kim as President and Secretary, respectively,
and appointed both to the Company's Board of Directors, effective
as of the merger date.  The Acquired Entity was established in
cooperation with an associate manufacturer in Korea to develop
new and innovative consumer electronics products to be
distributed and marketed worldwide.  Neither the Company nor its
predecessors have been involved in any bankruptcy, receivership
or similar proceeding.

   (b) Business of Issuer.

   Industry Background:

   Consumer electronics is an $86 billion industry worldwide,
and is one the fastest growing sectors of the economy in the
United States, with consumer electronics manufacturers employing
over 180,000 people.  The industry as a whole covers a broad
spectrum of categories, including home office equipment,
communications equipment, digital satellite systems, home
theater, audio and video equipment, and mobile electronics and
accessories.  Miracom focuses on the communications and media
segments of the industry.

   Miracom Industries, Inc.

   The Company's business is in developing and distributing
high-technology telephone hardware and mass consumer electronics
products.  Miracom strategically invests in research and
development of those products that it feels have definitive
advantages in the consumer electronics marketplace over their
competition.  The primary focus and goal of the Company is to
develop an assortment of high-tech consumer electronics and
telephony products and accessories implementing better functional
usage, unique design features and utilizing new technology.

   The objective of the Company is to penetrate the top 100
mass consumer electronics retail outlets and to simultaneously
develop wholesale distribution outlets for independent retail
establishment outreach.  Miracom will strive to keep its profit
margin and overhead at a minimum during this initial two-year
period, while offering various marketing incentives to penetrate
notable key accounts.  Once vendor relationships are established
with retail accounts, the Company will expand its product line
with other consumer electronic goods in order to maximize sales
potential and increase the Company's overall gross sales margin.

   The Company's primary product, initially, will be the Mini
Wireless 900 MHz Telephone.  There are at least one dozen
competitors already in the market that make 900 MHz wireless
telephones, and as a result of advancing technology, 900 MHz
phone prices have fallen drastically in recent months.  Newer,
more advanced wireless phones are now utilizing digital and/or
2.4 GHz frequency technology.  Consequently, consumer products
within the wireless industry as a whole have become extremely
price-sensitive.

   Miracom's products will separate themselves from the
competition by implementing improved functionality, unique
designs and new technology, while maintaining economic
feasability.  Miracom's Mini Wireless Telephone is small,
lightweight and has a contemporary design.  It comes with a
unique headphone/microphone accessory, thus making it completely
handsfree, unlike some of its bulky, cumbersome and lesser-
accessorized competitors.

   Products:

   Mini Phone (SG1400M)

   Miracom's Mini Phone is one of the smallest and lightest
telephones in the world, measuring just 2.12" x 1.97" x .63", and
weighing a mere 1.06 ounces.  Unlike some of its competitors, the
SG1400M is a full-featured mini phone, with such features as a
10-number memory, last number redial, mute, volume control and
three different ringer tones.  The SG1400M comes in several
attractive colors and is packaged in a peggable, see-through
clamshell.  The SG1400M is great for computer users, for people
working around the house and for anybody on the phone for
extended periods of time.

   Caller ID

   Miracom's Sky Gem Caller ID unit is a compact and multi-
featured stand-alone product, measuring just 3.2"(L) x 3.3"(W) x
1.7"(H).  Some of its many features include a 72 name and number
memory, a large 3-line LCD display, a real time clock and
calendar and multi-lingual functionality (English, French and
Spanish).  Miracom's Caller ID unit is compatible with the
industry-standard Bell Core 202 and v.23 specifications which are
regulated by Bell Communications Research, a prominent research
and testing lab for telecommunications and networking products in
the U.S.  Bell Core specifications are derived from the data
signal sending method known as FSK or Frequency Shift Keying.
Bell Core 202 is the American specification standard, while Bell
Core v.23 is the European specification standard.  We have two
different Caller ID units, one that complies with the U.S. (202)
specifications and one that complies with the European (v.23)
specifications.

   FRS 2-Way Radio

   Miracom's FRS 2-Way Radio is a compact, wireless
communications device targeted at people who wish to stay in
touch while hiking, shopping, traveling or engaging in any
similar activities which require constant communication.
Miracom's unit measures just 4.1"(L) x 2.1"(W) x 1"(D).  Its
features include a 9-digit, 9-icon LCD screen, 14 channels with
privacy codes, a frequency range of 462.550 - 467.725 MHz and an
automatic power save mode.

   MP3 Player

   Miracom's MP3 Player is a new type of audio player, much
like a Compact Disc player, in which music can be stored and
played digitally, with no audio tape or removable disc.  The user
downloads music directly from the Internet or other digital
sources into the MP3 unit.  Although MP3 is still a new music
format, its popularity is growing rapidly and new MP3 sites are
appearing on a regular basis.  Larger music distributors and
clearing houses are also creating their own MP3 websites to
capture the vast new music market created by the MP3 format.
Because of the Internet's economical way to showcase music to the
masses, the MP3 format is being used by more and more new
artists, otherwise unable to secure contracts with the larger and
more well-known record companies, to market their music.  There
are currently approximately twelve manufacturers of MP3 players.
Miracom's product will be one of the most compact units amongst
the competition and will come to market with 64MB of memory, as
opposed to many other players which offer only 16MB or 32MB of
memory.  Miracom's MP3 player is 2.75" in width, 3.5" in length
and 0.7" in height, and weighs only 70 grams(2.4 oz) without its
battery.

   Die-Cut Recordable Compact Disc

   Miracom Industries has a proprietary technology for die-
cutting a compact disc and then formatting the disc to play audio
format files.  Standard compact discs measure 4 11/16 inches in
diameter, and when their size or shape is disturbed, data can no
longer be stored or played.  Miracom's product, however, breaks
this rule and can be cut into the shape of a flower basket,
sports figure, heart, animation character or just about anything
else.  The Company is currently studying the market in the
greeting card industry, particularly the idea of having Miracom
CDs delivered with greeting cards, thus adding the value of
sentiment without raising the purchase price of the greeting
card.

   The Die-cut compact disc has already been released and is
presently being packaged with greeting cards and marketed through
various gift distributors.  One of the Company's CDs is designed
in the shape of a sunflower, upon which the song "My Heart Will
Go On" is recorded.  To create a more sentimental product, the
shaped CD and greeting card act to complement each other as
distinct components of the same package.  Miracom is also
currently studying other applications of this innovative idea.

   Multi-Line Phone Amplifier

   This product is a true hands-free unit that can be used in
conjunction with any phone, including both home and office
applications.  Miracom's Amplifier is a simple device that
amplifies telephonic sound output sound for optimal hearing.  The
device's internal settings allow it to adapt to handle various
multi-line settings, including manual as well as automatic
settings.  The Amplifier comes with a microphone/earphone
headset, thus allowing the versatility of hands-free operation or
regular handheld operation.  Miracom's Amplifier offers
convenience, versatility and reduces stress from awkward phone
posture.

   Although this technology has been around for some time, the
advantage of Miracom's product is the price.  Miracom intends to
price its unit below its nearest competitor, thus allowing for
every station within an office to be able to afford the luxury of
answering the phone with a headset.

   FM Hands-Free Kit for Cellular Phone

   By using the FM frequency on a car's radio, Miracom's FM
Hands-Free Kit will provide exceptional clarity when using a
cellular phone inside an automobile.  With this product, drivers
will be able to focus their full attention on the road because
both of their hands will be free.  The unique aspect of Miracom's
product is that it works with the FM radio; by setting the car's
radio to any FM station while using a cellular phone, a caller
can hear their remote party on the car's audio speakers.  As a
bonus, Miracom's kit also doubles as a charger for the phone's
battery.  Several states are presently considering legislation
that would ban the use of handheld wireless phones while
operating an automobile.  Europe and some Asian countries have
already implemented laws mandating hands-free operation of
cellular phones in automobiles.  There is currently legislation
pending in several states to improve driving safety, and it is
possible that cellular phone users will eventually be required to
have a hands-free unit in their vehicles.

   900 MHz Digital Spread Spectrum PBX Phone Receiver

   Private Branch Exchange ("PBX"), is a telephone system used
generally in an office or call center environment, that controls
and switches information between local station equipment, such as
telephones or data terminals, and provides access to the public
switched network.  Organizations that have more than a few phones
usually have an internal switching mechanism that connects the
internal phones to each other and to the outside world.  As such,
a PBX is like a miniature Central Office switching system
designed for a private institution.

   Miracom's unit, priced competitively with standard cordless
phones, will work with all types of PBX processors and will be
able to support over 40 different stations.  Miracom's unit will
have clear sound quality with DSS (Digital Spread Spectrum)
technology for complete conversation privacy and will have a
range of over 300 feet from the base in a typical closed
environment.  The telephone can be answered and disconnected from
a remote location, freeing its user from the confines a desk and
increasing efficiency by allowing multitasking.

   Miracom's PBX digital receiver and amplifier comes in three
parts: the receiving base, the receiver and the headset.  The
base unit is connected to a telephone handset outlet; the
receiver is carried by the user; and the headset/microphone is
plugged into the mobile receiver.  Using Miracom's PBX Phone
Receiver, an individual can answer or hang up the phone from a
remote location simply by pressing the "On/Off" hook button.
Phone station identity is not required with Miracom's unit since
the base is unique only to its receiver, and the units are
compatible with virtually any phone on the market today.  The
headset can be used as an option if hands-free operation is
preferred, otherwise, the built-in speaker and microphone is used
in normal operation.  Based upon test marketing done by the
conducted Miracom at the 1999 Consumer Electronics Show, the new
product will be received with great excitement.

   Distribution Methods and Inventory:

   The Company's corporate offices and main warehouse are
located in La Mirada, California, about 15 miles south of Los
Angeles.  The warehouse is easily accessible from both Interstate
5 and Interstate 91.  The warehouse is also close to the Long
Beach Port and Los Angeles International Airport, which is
important as most of the Company's products will be imported from
Korea.  The Company will contract with fulfillment houses for
distribution in other areas of the United States for efficient
delivery and warehousing capacity.  Miracom intends to maintain
95 percent order fill levels at all times.  All orders will be
processed centrally at the La Mirada headquarters office, and
will then be disbursed to the appropriate warehouse for delivery.
Miracom will endeavor to process its orders within three days of
receiving purchase orders.

   Miracom is presently working closely with approximately
fifty reputable marketing personnel who have many years of
experience working with chain retail outlets.  These individuals
are successful independent brokers, through which we hope to
penetrate a significant number of retail outlets in the first
year following our initial product launch.  The Company estimates
that between 25% and 33% of its total annual sales will be
accomplished through export sales, the majority of which will
occur in Korea where Miracom already has a presence in electronic
distribution.

   As of and for the nine months ended September 30, 2000, the
Company's inventory turnover ratio was approximately 45, which
means that we turned over our supplies in inventory approximately
once every 8 days.  The inventory turnover ratio is derived by
dividing the cost of goods sold ($1,431,514) by the average
inventory on hand throughout the year ($31,973.50).  The primary
reason for our high turnover ratio is due to the higher cost of
goods sold.  The higher our cost of goods sold, the less margin
we have on the sale of the product and the less inventory we can
afford to keep on hand.  As we launch our initial product line,
our cost of goods sold will gradually decrease due to the fact
that we will have developed and be producing many of our products
in-house, using small parts or sub-assembly manufacturers
(contract manufacturers) and conducting our own assembly and
final packaging, thereby reducing our reliance on outside
manufacturers who deliver the product in completed, ready-to-sell
condition.  This projection also assumes that all, or a
significant number of our products are brought to market.

   Marketing Strategy:

   The Company's website, located at www.MiracomInd.com, will
be utilized to showcase and market the Company and its products
on the Internet.  The website is presently online and accessible,
however, it is not yet complete.  An independent website
developer is working to implement design changes, updates and e-
commerce functionality to the website to better reflect the
Company's online aspirations which include exposure of the
Company's products to a larger number of potential customers and
possible future sales of Miracom products through its website.

   In conjunction with its website, the Company will implement
separate marketing strategies for several of its current
products.

   Multi-Line Phone Amplifier

   Miracom's product will be packaged similarly to some of its
competitors, using a four-color retail box.  The unit will also
carry a one-year factory warranty.

   Miracom will first and primarily target mass retail outlets
carrying multi-line phones for its initial sales campaign, as
these retailers typically cater to businesses and office
environments, where most multi-system phones are used.  As a
secondary line of distribution, the Company intends to market its
products to local telephone installers and service companies,
which, in turn, will distribute them for the Company.  These
individuals and companies not only install multi-line phone
systems and telephony products, but often also recommend products
for their clients, which recommendations are often followed based
upon close customer relationships.  Additionally, direct sales
organizations, and specifically door-to-door sales companies,
will be contacted to send people out on the street to call on and
solicit businesses.  Because of their relatively-low overhead,
these companies will be able to sell the Amplifiers at a lower
price than the suggested retail price.  Finally, although the
Company's Amplifier is best-suited for offices with multi-system
phones, the product is also compatible with residential phones,
potentially opening up an additional market for distribution.

   FM Hands-Free Kit for Cellular Phones

   Hands-free cellular accessories are becoming more and more
widely used.  One reason is their convenience, but the primary
factor is driving safety.  Many states are proposing mandatory
hands-free operation for cellular phones while driving.  These
units typically retail between $24 and $39.  Miracom's FM Hands-
Free Kit will be priced within this market range.

   Most cellular accessories, including leather cases, battery
chargers, hands-free kits and extra batteries, are bundled or
offered as a total package when the main phones are purchased.
The key to the success of Miracom's product will be to keep the
distribution and company margin low for its wholesalers, thus
making it economical enough for distributors to give it away to
their customers.  Bundling the hands-free kit with a cellular
unit from a service provider, or at the manufacturer level, is
preferred to other methods of sales and marketing.

   900 MHz Digital Spread Spectrum PBX Phone Receiver

   Miracom hopes that its 900 MHz PBX Phone Receiver will be
the first cordless multi-line PBX receiver on the market.  The
product's stand-alone usage will make it an economical hands-free
wireless product.  Similar products on the market require a
separate, and often expensive, base station, in addition to the
purchase of separate wireless phones.  Many of these competing
phones only support a maximum of seven to ten lines, whereas
Miracom's Receiver will support over 40 different lines.

   The PBX unit will be presented to direct sales companies
covering catalog and television shopping.  The strategy is to
develop smaller distributors specializing in installation of
multi-line system phones.  Small distributors will initially be
set up through a mail advertisement campaign and through
telemarketing.  Installation companies also have the built-in
advantage of promoting new products, and directly educating
consumers about Miracom's products.  As such, we feel that it is
more cost-effective, initially, to set up these telephone service
contractors as distributors rather then spending money on mass-
market advertising.  After the communication specialists advise
and recommend products to their clients, the sales approach will
usually be on a one-on-one basis, providing the distributor with
the opportunity to fully explain the features and benefits of
owning Miracom's 900 MHz Digital Spread Spectrum PBX Phone
Receiver.

   MP3 Player

   MP3 is a relatively new form of media, developed to be a
more efficient method of data compression over the Internet.
Typically, data, such as, music files or voice transmission,
takes a long time to download because of its large size.  MP3
technology compresses this data into a more manageable download,
allowing music file that previously took thirty minutes to
download to be downloaded in under five minutes as MP3 media.
MP3 files are encrypted and require special MP3 players, which
can be either software-based or hardware, for playback.  Miracom
only deals with hardware MP3 players.

   Hardware MP3 players, however, are not yet a mass-consumed
product.  Software-based MP3 players are becoming popular on
Internet sites because of the general availability of freely-
downloadable MP3 from the Internet.  Though consumer awareness is
growing, Miracom projects that its MP3 Player product will not
reach the general population until prices for MP3 players drop,
due to the relatively high price of the unit as compared to
Compact Disc players or portable cassette players.  However, the
advantages of MP3 are clear: the sound quality is exceptional;
the unit is versatile in that a user can format any song; and up
to 100 titles can be downloaded into a single memory chip.  As a
result, more and more companies are investing in MP3 technology
and MP3 players.  The Company's opinion is that within two years,
MP3 players will come down in price, as did CD, and now DVD
players, to a level for mass consumer appeal.  Miracom's position
is to observe the trend in demand for MP3 players and be ready
for marketing at a point when the technology becomes widely
popular.  This means having all the technology, designing, and
production ready for eventual marketing.

   Because the MP3 Player is a specialty player associated with
Internet users, the product will also be marketed through an
Internet sales company like MP3.com or other similar website
offering MP3 format music titles.  A special promotion will be in
place as an introductory offer, and the Company's website will be
linked to other sites and banners will be placed on high traffic
Internet sites.

   Die-Cut Recordable CD

   The greeting card industry is the primary target for this
product, but the Die-Cut CD is not limited to this area.  The CD
can be marketed in the premium industries emphasizing customized
company logos as well as music duplication services for single
CDs and as a blank CD for retail in stores.

   Governmental Regulation.

   All consumer electronics must be certified by and registered
with the Underwriters Laboratories ("U/L").  U/L certification of
individual products is not mandated by law, but is generally
indicative of consumer confidence in a company's products.  It
is, therefore, as important as the product itself.  U/L
certification is granted by category and the process takes about
three to six months.  CE certification, similar to that of U/L,
is necessary to export to the European countries.

   Consumer electronics product manufacturers are also faced
with other distinct registrations such as with the Federal
Communications Commission ("FCC") and its equivalent in Europe.
Miracom currently has two FCC approvals, one for its Mini Phone
and the other for its Caller ID unit.  The Company obtained these
FCC approvals for marketing reasons and not as a result of any
government regulations.  Similar to U/L certification, whereas
all communication devices must meet FCC standards, not all
communication devices must be registered.  Miracom will endeavor
to ensure that all of its products will comply with FCC standards
and will continue to seek FCC approvals, as well as U/L and CE
listings, to further its U.S. and European marketing efforts.
The Company will consult agencies specializing in getting
approvals for standard marks.

   At the present time, the Company does not anticipate the
need for any mandatory governmental approval for its products or
services.  However, if government regulation becomes a factor and
approval of the Company's products and/or services becomes
necessary at some point in the future, the Company will seek such
approval at the appropriate time.

     Employees.

     As of the date of this filing, the Company has three
full-time employees Jimmy Sung, Paul Kim and Jerry Sung, and two
employees working on commission.  The Company is also presently
in discussions with potential employees for additional sales
positions, with marketing companies to assist with the design and
production of Company brochures and sales material and with
Internet providers and individuals to facilitate web technology
and design.  As contracts are undertaken, the Company intends to
hire temporary help sufficient to staff such contract projects,
as and if necessary.

     (i) The Company's performance is substantially dependent on
the performance of its President, Jimmy K. Sung, and its
corporate Secretary, Paul Kim.  In particular, the Company's
success depends on their ability to develop, design and market
the Company's products.

     (ii) The Company does not carry key person life insurance on
any of its personnel.  The loss of the services of any of its
executive officers or other key employees could have a material
adverse effect on the business, results of operations and
financial condition of the Company.  The Company's future success
also depends on its ability to retain and attract highly
qualified technical and managerial personnel, if and when the
need for such personnel arises.

     (iii) There can be no assurance that the Company will be
able to retain its key managerial and technical personnel or that
it will be able to attract and retain additional highly qualified
technical and managerial personnel in the future.  The inability
to attract and retain the technical and managerial personnel
necessary to support the growth of the Company's business, due
to, among other things, a large increase in the wages demanded by
such personnel, could have a material adverse effect upon the
Company's business, results of operations and financial
condition.

     (c) Risk Factors.

   In any business venture, there are substantial risks
specific to the particular enterprise which cannot be ascertained
in total until the business is underway.  However, at a minimum,
the Company's present and proposed business operations will be
highly speculative and be subject to the same types of risks
inherent in any new or unproven venture, and will include those
types of risk factors outlined below.

     No "Established Trading Market" for Common Stock.

   Although the Company's common stock is quoted on the
National Quotation Bureau's "Pink Sheets", there is currently no
"established trading market" for its common stock; and there can
be no assurance that any such market will ever develop or be
maintained.  Any market price for shares of common stock of the
Company is likely to be very volatile, and numerous factors
beyond the control of the Company may have a significant adverse
effect.  In addition, the stock markets generally have
experienced, and continue to experience, extreme price and volume
fluctuations which have affected the market price of many small
capital companies and which have often been unrelated to the
operating performance of these companies.  These broad market
fluctuations, as well as general economic and political
conditions, may adversely affect the market price of the
Company's common stock in any market that may develop.  Sales of
"restricted securities" under Rule 144 may also have an adverse
effect on any market that may develop in the Company's common
stock.

     Further, effective January 4, 1999, the National Association
of Securities Dealers ("NASD") adopted rules and regulations
requiring that prior to any issuer having its securities quoted
on the OTC Bulletin Board of the NASD that such issuer must be a
"reporting issuer" which is required to file reports under
Section 13 or 15(d) of the Securities and Exchange Act of the
1934, as amended (the "1934 Act").  This Registration Statement
will bring the Company into compliance with the listing provision
of the OTC Bulletin Board and should prevent the NASD from
delisting quotations of the Company's common stock.

   Applicability of Low-Priced Stock Risk Disclosure
Requirements.

   The securities of the Company will be considered low-priced
or "designated" securities under rules promulgated under the
Exchange Act.  Penny Stock Regulation Broker-dealer practices in
connection with transactions in "Penny Stocks" are regulated by
certain rules adopted by the Securities and Exchange Commission.
Penny stocks generally are equity securities with a price of less
than $5.00 (other than securities registered on certain national
securities exchanges or quoted on the NASDAQ system).  The penny
stock rules require a broker-dealer, prior to a transaction in a
penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information
about penny stocks and the risk associated with the penny stock
market.  The broker-dealer must also provide the customer with
current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the
transaction, and monthly account statements showing the market
value of each penny stock held in the customer's account.  In
addition, the penny stock rules generally require that prior to a
transaction in a penny stock, the broker-dealer must make a
written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written
agreement to the transaction.  These disclosure requirements may
have the effect of reducing the level of trading activity in the
secondary market for a stock that becomes subject to the penny
stock rules. When the Registration Statement becomes effective
and the Company's securities become registered, the stock will
likely have a trading price of less than $5.00 per share and will
not be traded on any national exchanges.  Therefore, the
Company's stock will become subject to the penny stock rules and
investors may find it more difficult to sell their securities,
should they desire to do so.

     Anticipated Losses for the Foreseeable Future.

     The Company has not achieved profitability to date, and the
Company anticipates that it will continue to incur net losses for
the foreseeable future.  The extent of these losses will depend,
in part, on the amount of growth in the Company's revenues from
sales of its products.  The Company expects that its operating
expenses will increase significantly during the next several
years, especially in the areas of sales and marketing, and brand
promotion.  Thus, the Company will need to generate increased
revenues to achieve profitability.  To the extent that increases
in its operating expenses precede or are not subsequently
followed by commensurate increases in revenues, or that the
Company is unable to adjust operating expense levels accordingly,
the Company's business, results of operations and financial
condition would be materially and adversely affected.  There can
be no assurances that the Company can achieve or sustain
profitability or that the Company's operating losses will not
increase in the future.

     Future Capital Needs; Uncertainty of Additional Financing.

   The Company currently does not have the available cash
resources and credit facilities sufficient to meet its presently
anticipated working capital and capital expenditure requirements
for this year.  Therefore, the Company will need to raise
additional funds in order to conduct its intended operations or
to take advantage of unanticipated opportunities.  The Company's
future liquidity and capital requirements will depend upon
numerous factors, including the success of its new product
offerings and competing technological and market developments.
The Company will be required to raise additional funds through
public or private financing, strategic relationships or other
arrangements.  There can be no assurance that such additional
funding, if needed, will be available on terms acceptable to the
Company, or at all.  Furthermore, any additional equity financing
may be dilutive to stockholders, and debt financing, if
available, may involve restrictive covenants, which may limit the
Company's operating flexibility with respect to certain business
matters.  Strategic arrangements, if necessary to raise
additional funds, may require the Company to relinquish its
rights to certain of its intellectual property or selected
business opportunities.  If additional funds are raised through
the issuance of equity securities, the percentage ownership of
the stockholders of the Company will be reduced, stockholders may
experience additional dilution in net book value per share and
such equity securities may have rights, preferences or privileges
senior to those of the holder of the Company's common stock.  If
adequate funds are not available on acceptable terms, the Company
may be unable to develop or enhance its products, take advantage
of future opportunities or respond to competitive pressures, any
of which could have a material adverse effect on its business,
financial condition, results of operations and prospects.

   Competition; Low Barriers to Entry.

   The market for communications hardware and consumer
electronics is intensely competitive, rapidly evolving and
subject to rapid technological change.  The Company currently
faces significant competition in its markets and expects the
level of price and product competition to persist, intensify and
increase in the future.  In addition, as a result of both the
trend toward global expansion by foreign and domestic competitors
and technological and public policy changes, the Company
anticipates that new and different competitors will enter its
markets.  These competitors may include entrants from the
telecommunications, software and data networking industries.
Almost all of the Company's current and potential competitors
have longer operating histories, larger installed customer bases,
longer relationships with clients and significantly greater
financial, technical, marketing and public relation resources
than the Company and could decide at any time to increase their
resource commitments to the Company's target market.  Depending
upon the continuing pace of global expansion by domestic and
foreign competitors, the nature of their product offerings and
prices, and the extent to which they benefit from foreign market
subsidies, as well as the new types of product offerings from
companies in other industries and the timing and circumstances of
the entry of these competitors into the Company's markets, the
Company's future revenues and net income could be materially
adversely affected.

   Dependence on New Product Development.

     The markets for the Company's principal products are
characterized by rapidly changing technology, evolving industry
standards, frequent new product introductions and evolving
methods of building and operating telecommunications systems for
business and personal customers.  The Company's operating results
will depend to a significant extent on its ability to continue to
introduce new products successfully and on a timely basis and to
reduce costs of existing products.  The success of these and
other new offerings is dependent on several factors, including
proper identification of customer needs, cost, timely completion
and introduction, differentiation from offerings of the Company's
competitors and market acceptance.  There can be no assurance
that the Company will successfully identify new product
opportunities and develop and bring them to market in a timely
manner, or that products or technologies developed by others will
not render the Company's offerings obsolete or noncompetitive.
Any such development could have a material adverse effect on the
Company's future competitive position and results of operations.
In addition, new technological innovations generally require a
substantial investment before any assurance is available as to
their commercial viability, including, in some cases,
certification by international and domestic standards-setting
bodies.  There can be no assurance that any of the technologies
in which the Company is focusing its research and development
investments will achieve broad acceptance in the marketplace, and
the lack of such market acceptance could have a material adverse
effect on the Company's future competitive position and results
of operations.

     In addition, there can be no assurance that the Company will
be able to attract and retain the highly skilled technical
personnel necessary to enable the Company to develop new
products, systems and software successfully.

   Potential Liability to Clients.

   Many of the Company's intended operations involve the
development, implementation and maintenance of hardware and
applications that are critical to the operations of their
clients' businesses.  Its failure or inability to meet a client's
expectations in the performance of its products could injure the
Company's business reputation or result in a claim for
substantial damages, regardless of its responsibility for such
failure.   In addition, the Company possesses technologies and
content that may include confidential or proprietary client
information.  Although the Company will implement policies to
prevent such client information from being disclosed to
unauthorized parties or used inappropriately, any such
unauthorized disclosure or use could result in a claim for
substantial damages.  The Company will attempt to limit
contractually its damages arising from negligent acts, errors,
mistakes or omissions in rendering professional services;
however, there can be no assurance that any contractual
protections will be enforceable in all instances or would
otherwise protect the Company from liability for damages.  The
successful assertion of one or more large claims against the
Company that are uninsured, exceed available insurance coverage,
if any, or result in changes to any insurance policies the
Company may obtain, including premium increases or the imposition
of a large deductible or co-insurance requirements, could
adversely affect the Company's business, results of operations
and financial condition.


   ITEM 2.   DESCRIPTION OF PROPERTY.

   The Company presently maintains its principal place of
business at 14747 Artesia Boulevard, Suite 1F, La Mirada,
California 90638, consisting of minimal office space and
warehousing capacity.  The rent for this space is $964.80 per
month, with a renewable one-year lease expiring in February,
2002.

   ITEM 3.   LEGAL PROCEEDINGS.

   In the normal course of business, the Company is subject to
proceedings, lawsuits and other claims.  Such matters are subject
to many uncertainties and outcomes are not predictable with
assurance.  Consequently, the Company is unable to ascertain the
ultimate aggregate amount of monetary liability or financial
impact with respect to such matters at the date of this filing.
To the best knowledge of the officers and directors of the
Company, neither the Company nor any of its officers or directors
is presently a party to any material legal proceeding or
litigation and such persons know of no other material legal
proceeding or litigation contemplated or threatened.  There are
no judgments against the Company or its officers or directors.
None of the officers or directors has been convicted of a felony
or misdemeanor relating to securities or performance in corporate
office.

   ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY
   HOLDERS.

   NONE.

                              PART II

   ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER
             MATTERS.

A.  Market Information

   There has never been any "established trading market" for
shares of common stock of the Company.  Quotation of its common
stock on the National Quotation Bureau's "Pink Sheets" only
commenced during the third quarter, 1999, as "unpriced", with
trades ranging between $0.125 to $1.625 per share.  Consequently,
no assurance can be given that any current market for the
Company's common stock will develop or be maintained.  For any
market that develops for the Company's common stock, the sale of
"restricted securities" (common stock) pursuant to Rule 144 of
the Securities and Exchange Commission by members of management,
or any other person to whom any such securities may be issued in
the future may have a substantial adverse impact on any such
public market.  A minimum holding period of one year is required
for resales under Rule 144, along with other pertinent
provisions, including publicly available information concerning
the Company (this requirement will be satisfied by the filing and
effectiveness of this Registration Statement, the passage of 90
days and the continued timely filing by the Company of all
reports required to be filed by it with the Securities and
Exchange Commission; limitations on the volume of "restricted
securities" which can be sold in any 90 day period; the
requirement of unsolicited broker's transactions; and the filing
of a Notice of Sale of Form 144.  As of the date of this filing,
there are approximately 127,090 restricted shares of the Company
eligible for trading under Rule 144.

   The following quotations were provided by the National
Quotation Bureau, LLC, and do not represent actual transactions;
these quotations do not reflect dealer markups, markdowns or
commissions.


                         STOCK QUOTATIONS

                                            CLOSING BID

Quarter ended:                        High                Low
--------------                        ----                ---

December 30, 2000                  $1.25               $0.125

September 30, 2000                      $0.125              $0.125

June 30, 2000                           $0.125              $0.125

March 31, 2000                          $0.125              $0.125

December 31, 1999                  $1.625              $0.25

September 30, 1999                      $1.375              $1.00

   (i) There are currently 280,769 shares of Common Stock which
are subject to outstanding options or warrants to purchase and/or
subscription agreements.  In addition, there are note payable
securities convertible into the Company's Common Stock at a price
of $1.00 per share, in a total amount of $157,000 for costs
advanced during the merger and loans to the Company.

   (ii) There are currently 127,090 shares of Common Stock of
the Company which could be sold under Rule 144 under the
Securities Act of 1933 as amended or that the registrant has
agreed to register for sale by security holders.

     (iii) There is currently no common equity that is being or
is proposed to be publicly offered by the registrant, the
offering of which could have a material effect on the market
price of the issuer's common equity.

B.  Holders

   As of the date of this filing, the Company has approximately
45 shareholders of record.

C.  Dividend Policy

   The payment of dividends is within the discretion of the
Board of Directors of the Company.  The Company currently intends
to retain all earnings, if any, in the foreseeable future for use
in the development of the Company's business.  The Company has
not paid dividends since inception.  It is not anticipated that
any dividends will be paid in the foreseeable future and there
can be no assurance that dividends can or will ever be paid.  The
payment of dividends is contingent upon future earnings, if any,
the Company's financial condition and capital requirements,
general business conditions and other factors.  The Board of
Directors of the Company will review its dividend policy from
time to time to determine the desirability and feasibility of
paying dividends after giving consideration to the Company's
earnings, financial condition, capital requirements and such
other factors as the Board may deem relevant.

D.  Reports to Shareholders

   The Company intends to furnish its shareholders with annual
reports containing audited financial statements and such other
periodic reports as the Company may determine to be appropriate
or as may be required by law.  Upon the effectiveness of this
Registration Statement, the Company will be required to comply
with periodic reporting, proxy solicitation and certain other
requirements by the Securities Exchange Act of 1934.

E.  Transfer Agent and Registrar

   The Transfer Agent for the shares of common voting stock of
the Company is Transfer Online, Inc., 227 Pine Street, Suite 300,
Portland, Oregon 97204.


   ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
             OPERATION.

     All statements, trend analysis and other information
contained in this Registration relative to markets for the
Company's products and trends in revenues, gross margin and
anticipated expense levels, as well as other statements including
words such as "believe," "anticipate," "expect," "estimate,"
"plan" and "intend" and other similar expressions, constitute
forward-looking statements.  Those forward-looking statements are
subject to business and economic risks, and the Company's actual
results of operations may differ from those contained in the
forward-looking statements.  The following discussion of the
financial condition and results of operations of the Company
should also be read in conjunction with the Financial Statements
and Notes related thereto included elsewhere in this
Registration.

   (a) Management's Discussion and Analysis of Financial
         Condition and Results of Operations.

   Miracom Industries is an importer/exporter and wholesaler of
consumer electronics products.  Many of the Company's products
are either proprietary, developed internally, or are exclusive to
the Company under licensing agreements.  At present, and for the
foreseeable future, manufacturing of the Company's products is
accomplished through the use of contract manufacturers, none of
which are under contract with Miracom, allowing the Company the
freedom to negotiate and contract with whomever it chooses.
Miracom will continue to develop its product line in two ways.
The first is Original Equipment Manufacturing, meaning that a
product is purchased from its original manufacturer and
distributed under the Miracom brand name.  At this time Miracom
is evaluating the Wireless Intercom and FRS Two-Way Radio for OEM
Manufacturing relationships.  The second method for developing
its product line is through the Company's own in-house
development.  For those products developed exclusively for
Miracom, all research and development and molding will be
provided by Miracom, while only the product parts will be sourced
and purchased directly from parts manufacturers, at which point
the parts will be delivered to an assembly company for final
assembly.  By utilizing this latter method, Miracom will be able
to save 25% to 30% on final manufacturing costs as a result of
bypassing assembly company mark-up on parts and outside research
and development.  Subcontract work will be assigned from time to
time, as necessary, and without any long term manufacturing
commitment, so as to avoid the overhead of maintaining the
Company's own manufacturing facility.  This use of contract
manufacturers mitigates the need for high capital investment and
will enable the Company to grow with a smaller initial funding
requirement.

   The Company's near-term financial strategy is to keep costs
at a minimum by, among other things, reviewing production plant
operations in slow growth months, keeping the overhead of the
Company low and maximizing profits.  In addition, the Company
will continue to focus on targeted marketing for specific market
segments.  Sales representatives, working on commission, will be
used rather than having a large internal sales department.  In
order to stay ahead of the competition and to acquire name
recognition in the industry, Miracom Industries will continue to
focus on the development of new and innovative high technology
products by dedicating a portion of the Company's sales revenue
to continued research and development endeavors.

   Miracom is presently working with two different sources for
the development of future products.  Mr. Chae Ryong Lim, who
resides in Korea and is very knowledgeable in communications
product engineering, is currently developing amplifier products
for the Company.  In the U.S., B.S. Electronic Engineering
Company is working on handsfree products for cellular/PCS
telephones.  The compensation arrangement with these two
developers is based solely upon royalties on sales of future
products.  Miracom is currently awaiting funding for tooling,
molding and assembly of these new products.

   In addition to the products mentioned herein, the Company is
also considering the production and distribution of a children's
learning device; Caller ID systems for computers, for home
entertainment systems and for televisions; a 900 MHz DSS cordless
phone for the home; a wireless keyboard; a wireless mouse; and a
mouse phone.  The Company intends to develop and maintain
strategic alliances for the successful development and expansion
of its consumer electronics and telephone hardware business.  The
Company will also continue to evaluate relationships with other
companies or business partners that may provide collaborative
benefits and/or complement the Company's objectives.

   During the year ended December 31, 2000, Miracom achieved
revenues of $1,760,732, which was up considerably from the
$246,497 in sales of its Mini Phone (SG1400M), released in late
1998 and sold during 1999.

   During the year ended December 31, 2000, the company spent
$52,307 on research and development, consistent with the years
ended December 31, 1999 and 1998, during which the Company spent
approximately $52,230 and $6,800, respectively, on research and
development activities.  These activities included art design,
mock-ups and engineering development for the Company's newer
products, and positions the company to offer a greater variety of
products, with updated attributes.  As funds become available,
the Company expects to significantly increase its Research and
Development activities, since that is the best approach to the
electronics marketplace that the company operates within.  The
Company intends to invest approximately $400,000 in Research and
Development to complete and bring to market its Wireless PBX
Digital Receiver and Amplifier, its FM Hands-Free Cellular/PCS
Kits and its Single/Multi-Line Telephone Amplifier.

   The Company presently anticipates that a total funding of
$900,000, including the $400,000 needed for research and
development, will be required to finalize the pre-production and
development of its complete product line.  Although development
for the above products is finished or nearly finished, more
funding is required for final tooling, packaging, inventory,
certification, and marketing.  If less than the full $900,000 is
raised and/or the Company's revenues cannot support a full launch
of the Company's product line, the Company will allocate funds so
as to incrementally launch each product, thereby internally
creating cash flow and revenues for subsequent products.  Funding
is also needed to strengthen the Company's facilities
infrastructure and to acquire additional qualified personnel as
the volume of its business increases.

   The Company's projected expenditures over the next twelve
months will be allocated amongst the Company's initial product
line in order to bring the products to market.  The Company's
initial product line includes: 1. the Mini-Phone; 2. the Caller
ID unit; 3. the MP3 Player; 4. the Recordable CD; 5. the FRS 2-
Way Radio; 6. the Multi-Line Phone Amplifier; 7. the 900 MHz
Digital Spread Spectrum PBX Phone Receiver; and 8. the FM Hands-
Free Kit for cellular/PCS phones.  The Caller ID unit and Mini-
Phone are already being marketed by the Company.  The Multi-Line
Phone Amplifier, engineering for which is complete, will require
an additional $130,000 in order to bring the product to market.
The FM Hands-Free Kit for cellular/PCS phones, engineering for
which is complete, will require an additional $160,000 in order
to bring the product to market.  The 900 MHz Digital Spread
Spectrum PBX Phone Receiver (Wireless PBX Digital Receiver and
Amplifier), the engineering for which is complete, will require
an additional $340,000 in order to bring the product to market.
The MP3 Player, FRS Two-Way Radio and Recordable CD, all OEM
purchases, will require a total of $170,000 in order to bring the
products to market.  These remaining expenditures prior to
initial product launch are comprised of additional research and
development, tooling, molding, production, inventory and
marketing expenses.  The timetable for the release of these
products will be adjusted in accordance with the amount and
timing of funding.

   The Company anticipates that $900,000 would be sufficient to
launch Miracom's entire product line.  Additional cash
requirements for the operation of the business will be generated
by sales proceeds.  Miracom already has several distributors in
Europe ready to commit to distribution for several of the
Company's products.  These European distributors are not bound by
any agreement to distribute our products, as we could not hold
the distributors in anticipation of a new product when delivery
time was uncertain.  Miracom intends to contact these
distributors when the final products have a certain date for
their release.  We believe that these distributors will
distribute our products when we are ready to deliver.

   Primary to management's plans for solvency in the coming
year is the sale of additional equity in the Company, continuing
the Company's strategy of funding development through additional
equity financing.  These funds will be used to manage working
capital requirements and to fund ongoing development costs.  The
Company also intends to enter into distribution agreements for
its products in the United States and Europe, shifting marketing
costs to the distributors, and thereby increasing its delivery of
product through existing channels without commensurate increases
in overhead.  Management believes that this strategy will enable
the Company to finance its start-up and development and move it
to commercial launch of its initial product line.  The initial
funding of $900,000 will flow into the Company by selling equity,
which we anticipate will be facilitated by the listing of our
common stock on the Over-The-Counter Bulletin Board.

   Capital commitments for the year ended December 31, 2000,
were minimal, and these additional funds raised through private
placements will be sufficient to meet the Company's obligations
until the various sales initiations described herein are able to
create increased cash flow.  Revenues during the second full year
following our initial product launch will be reserved for
producing and marketing products and will be reinvested in
production (to increase our inventory) and used for costs of
doing business with chain outlets.

   The Company has received an audit opinion which includes a
"going concern" risk.  The Company is aware of this risk and
plans to raise any necessary capital shortfall through either the
sale of additional equity or increased borrowings.  If additional
capital is not readily available, the Company will be forced to
scale back its research and development such that its income will
exceed its expenses.  Although this will greatly slow the
Company's penetration into new markets, it will allow for the
Company's survival.  Notwithstanding the foregoing, there is
substantial doubt regarding the Company's ability to continue as
a going concern, and as such, the Company is substantially
dependent upon its ability to generate sufficient revenues to
cover its operating costs.


   Forward Looking Information.

   This report contains certain forward-looking statements and
information.  The cautionary statements made in this report
should be read as being applicable to all related forward-looking
statements wherever they appear.  Forward-looking statements, by
their very nature, include risks and uncertainties.  Accordingly,
the Company actual results could differ materially from those
discussed herein.  A wide variety of factors could cause or
contribute to such differences and could adversely impact
revenues, profitability, cash flows and capital needs.  Such
factors, many of which are beyond our control, include the
following: its success in obtaining new contracts; the volume and
type of orders that are received under such contracts;  levels
of, and  ability to, collect accounts receivable; availability of
trained personnel and utilization of its capacity to complete
work; competition and competitive pressures on pricing;
availability, cost and terms of debt or equity financing; and
economic conditions in the United States and in the regions
served.

   ITEM 7.   FINANCIAL STATEMENTS.


                     MIRACOM INDUSTRIES, INC.
                 Consolidated Financial Statements
                    December 31, 2000 and 1999
            (With Independent Auditors' Report Thereon)


<PAGE>

                           KWANG-HO LEE
                    Certified Public Accountant
                  3600 Wilshire Blvd., Suite 1416
                       Los Angeles, CA 90010


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


We have audited the accompanying consolidated balance sheet of
Miracom Industries, Inc. as of December 31, 2000 and 1999 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, 1999 and
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.



                                 /s/
                                 Kwang-Ho Lee
                                 Certified Public Accountant


April 10, 2001
<PAGE>


<TABLE>
                       MIRACOM INDUSTRIES, INC.
                      Consolidated Balance Sheet
                      December 31, 2000 and 1999


<S>                                                  <C>            <C>
                                                Dec. 31,       Dec. 31,
                                                2000           1999
                                                ---------      ---------
        Assets

Current assets:

  Cash                                          $     853      $   3,164
  Accounts receivable - trade, less allowance
   for doubtful accounts of $0                         145,782         42,086
  Other receivable                                   17,267            45,929
  Inventories                                        33,313            17,134
                                                ---------      ---------

        Total current assets                      197,215        108,313

Property and equipment, at cost:

  Furniture, fixtures and equipment                  16,081            13,082
                                                ---------      ---------
                                                     16,081            13,082
  Less: accumulated depreciation                      3,628             1,279
                                                ---------      ---------

        Net property and equipment                 12,453         11,803


Other assets:                                           965             2,808
                                                ---------      ---------

        Total assets                            $ 210,633      $ 122,924
                                                =========      =========


        Liabilities and Stockholders' Equity

Current liabilities:

  Accounts payable                              $ 212,114      $  27,169
  Note payable, convertible (note 4)                137,000           137,000
  Current portion of long-term debt (note 5)              -               477
  Accrued expenses and other liabilities (note 3)    98,642           106,643
                                                ---------      ---------

        Total current liabilities                 447,756        271,289

Long-term liabilities:                                  -              -
                                                ---------      ---------

        Total long-term liabilities                     -              -

Owners' and Stockholders' equity:

  Common stock, par value $0.0001 per share.
   Authorized 50,000,000 shares; issued
   and outstanding 6,179,487 shares (note 3)            636               618
  Additional paid-in capital (note 3)               182,191            82,209
  Retained earnings (deficits)                    ($419,950)   ($231,192)
                                                ---------      ---------

        Total stockholders' and
          owners' equity                          ($237,123)   ($148,365)
                                                ---------      ---------
        Total liabilities and stockholders'
          and owners' equity                      $ 210,633         $ 122,924
                                                =========      =========



See accompanying notes to consolidated financial statements
</TABLE>
<PAGE>

<TABLE>

                          MIRACOM INDUSTRIES, INC.
                    Consolidated Statement of Operations
                   Years ended December 31, 2000 and 1999


<S>                                                 <C>             <C>
                                                12 months      12 months
                                                ended          ended
                                                Dec. 31,       Dec. 31
                                                2000           1999
                                                ---------      ---------

Net sales                                        $1,760,732         $ 246,497

Cost of sales                                     1,700,150           189,294
                                                ---------      ---------

   Gross profit                                    60,582         57,203

Selling, general and
 administrative expenses (note 3)                   235,307           279,112
                                                ---------      ---------

   Operating income (loss)                      ($174,725)     ($221,909)

Other income (expense):

  Interest expense                               ($ 13,233)    ($  5,983)
                                                ---------      ---------

   Income (loss) before income taxes           ($187,958)      ($227,892)

Income taxes                                            800               800
                                                ---------      ---------

   Net income (loss)                           ($ 188,758)     ($228,692)
                                                =========      =========

Earnings per common share                      ($    0.03)     ($   0.04)
                                                =========      =========

Weighted average number of common shares        6,319,728      6,179,487
                                                =========      =========


See accompanying notes to consolidated financial statements
</TABLE>
<PAGE>

<TABLE>
                          MIRACOM INDUSTRIES, INC.
                    Consolidated Statement of Cash Flows
                   Years ended December 31, 2000 and 1999

<S>                                                  <C>            <C>
                                                12 months      12 months
                                                ended          ended
                                                Dec. 31,       Dec. 31
                                                2000           1999
                                                ---------      ---------
Cash flows from operating activities:
  Net income (loss)                              ($ 188,758)   ($228,692)
                                                ---------      ---------

  Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
   Depreciation and amortization                    2,349          1,279
     Increase in accounts receivable             ($ 103,696)   ($ 42,086)
     Decrease in other receivable                    28,662    ($ 45,929)
     Increase in inventories                     ($  16,179)   ($ 17,134)
     Decrease in other assets                         1,843    ($  2,808)
     Increase in accounts payable                   184,945            27,169
     Decrease in accrued expenses and
      other liabilities                          ($   8,001)     106,643
                                                ---------      ---------
        Total adjustments                          89,923         27,134
                                                ---------      ---------
        Net cash provided by (used in)
          operating activities                   ($ 98,835)    ($ 201,558)
                                                ---------      ---------

Cash flows from investing activities:
  Acquisition of property and equipment          ($   2,999)   ($  13,082)
                                                ---------      ---------
        Net cash provided by (used in)
          investing activities                   ($   2,999)   ($  13,082)
                                                ---------      ---------

Cash flows from financing activities:
   Issuance of common stock                            18         80,327
   Increase in additional paid-in capital          99,982              -
     Proceeds from note payable, convertible              -           137,000
     Proceeds from long-term debt                       800               800
     Repayment of long-term debt                 ($   1,277)   ($    323)
                                                ---------      ---------
        Net cash provided by (used in)
          financing activities                       99,523           217,804
                                                ---------      ---------
        Net (decrease)increase in cash         ($   2,311)         3,164

Cash at beginning of year                             3,164                 -
                                                ---------      ---------
Cash at end of year                               $     853         $   3,164
                                                =========      =========

Supplemental disclosure of cash flow information:
   Cash payments during the year for interest   $     883            133
                                                =========      =========


See accompanying notes to consolidated financial statements
</TABLE>
<PAGE>
<PAGE>
<TABLE>

                                 MIRACOM INDUSTRIES, INC.
                      Consolidated Statement of Stockholders' Equity
                          Years ended December 31, 2000 and 1999


<S>                              <C>       <C>            <C>            <C>
                                                     Retained
                                 Common    Additional     earnings
                            Stock     Paid-in       (accumulated
                                        Capital        deficits)      Total
                            -------   ----------     ---------      ---------

Balance at December 31,
 1998                             $250        2,250         ($2,500)           -

Issuance of common stock          $368       79,959             -           80,327


Net income (loss)               -            -         ($228,692)     ($228,692)
                            -------   ----------     ---------      ---------

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

Issuance of common stock
(note 3)                           18        99,982            -           100,000

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

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


See accompanying notes to consolidated financial statements
</TABLE>
<PAGE>

<PAGE>
                     MIRACOM INDUSTRIES, INC.

            Notes to consolidated Financial Statements

                        December 31, 2000


(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 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 development 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, 2000, the Company had
inventories of $33,313 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, 2000, 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 $188,758 and $228,692 for
the year ended December 31, 2000 and 1999, respectively.

Management believes that the net loss of $188,758 for the year
ended December 31, 2000  results mainly from $52,000 for research
and development and $48,047 of deferred salaries for the
Company's officers, which are the integral portion (42%) of the
total selling, general and administrative expenses and mainly
from an increase in sales competition in the mini phone market.
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 $135,260, resulting in net
losses of $88,711 for the year ended December 31, 2000.  In order
to survive in an increasingly competitive mini phone market, the
management decided to develop 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 has already implemented a new and innovative consumer
electronic product development, which would significantly improve
operating results.  The Company plans to obtain patent and
copyrights for the new product in order to prevent the
competitors from copying the product.

Management plans to seek additional capital through equity
placements now in progress, 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 Sale and Stock Warrants

On March 14, 2000, the Company sold 50,000 shares of common stock
and issued 50,000 stock warrants (exercisable at $1.00 per share
with an exercise period of three (3) years from the date of
issuance) for $50,000 ($1.00 per share).  On March 17, 2000,
125,000 shares of the Company's common stock were sold at $0.40
per share for $50,000.  The share price in each instance was
determined by the approximate market price at the time of the
sale.  As of December 31, 2000, neither subscription rights nor
stock warrants were exercised.

As of December 31, 2000, common stock status consists of the
following:

No. of                                                         Additional
shares                   Par        Common     Capital         paid-in
issued       Percent     value      stock      contribution    capital
---------    --------    -------    ------     --------        --------

2,500,000      39.34%    $0.0001    $  250     $  2,500        $  2,250
3,269,230      51.45%    $0.0001    $  327     $    327             -
  410,257       6.64%    $0.0001    $   41     $ 80,000        $ 79,959
  175,000          2.75%    $0.0001    $   18     $100,000        $ 99,982
---------    --------    -------    ------     --------        --------

6,354,487     100.00%    $0.0001    $  636     $182,827        $182,191
---------    --------    -------    ------     --------        --------



(4)  Note Payable, Convertible

At June 14, 1999, July 13, 1999, August 31, 1999 and October 18
and 29, 1999, the Company has 10% notes payable of $20,000,
$20,000, $12,000, $50,000 and $35,000, respectively, maturing May
15, 2000 and convertible at $1.00 per share.  The principal sums
of the notes are payable at maturity date, and the interest is
payable on the principal 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 principal or any portion of the principal of
the notes, including accrued interest, is convertible into the
Company's common stock shares at $1.00 per share, at the notes
holders' option, at any time commencing one year after the
closing date until maturity.

At December 31, 2000, outstanding borrowing under the notes was
$137,000, none of the notes were converted and the maturity dates
of the notes were extended to May 31, 2001.

(5)  Current Portion of Long-Term Debt

In May, 1999, the Company has a long-term debt of $800, maturing
December, 2000.  The debt, payable in monthly installments of
$56, bears interest at 36.30% and is secured by certain office
equipment.  At December 31, 2000, no outstanding borrowing was
due under this debt.


(6) Deferred Compensation

The Company incurred $48,047 of deferred salaries, the difference
between the stated salaries ($102,000) at fair market value and
the actual compensation ($53,953), for the services provided by
the officers, which was charged to operations for the year ended
December 31, 2000 and was reported as liabilities under the
"Current Liabilities" of the Consolidated Balance Sheet as of
December 31, 2000.

At December 31, 2000, none of the deferred compensation was
actually paid.


(7)  Concentration of Credit Risk and Significant Supplier

Substantially all of the Company's revenues are derived from
customers throughout the United States.  For the year ended
December 31, 2000, the Company sold approximately fifty seven
(57) percent of its products to one customer.

For the year ended December 31, 2000, the Company purchased
approximately ninety three (93) percent of its products from one
supplier.  At December 31, 2000, the amount due to this supplier
was $198,475, which was included in accounts payable.

(8)  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.

(9)  Commitments and Contingencies

At January 31, 2000, the Company entered into a noncancelable
operating lease expiring through February, 2001 for office space.

Future minimum lease payments under the operating lease as of
December 31, 2000 are as follows:

             Year ending December 31:

                                 2001      $    1,930
                                           ----------

                                           $    1,930
                                           ----------

Rent expense charged to operations for the year ended December
31, 2000 was $15,920.

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.

(10) Subsequent Event

At February 14, 2001, the Company's lease term was extended for
another twelve(12) months commencing March 1, 2001, and ending
February 28, 2002.

Future minimum lease payments under the extended operating lease
as of December 31, 2000 are as follows:


        Year ending December 31:

                                 2001      $   11,866
                                           ----------

                                           $   11,866
                                           ----------


<PAGE>

                       MIRACOM INDUSTRIES
               (A California Sole Proprietorship)
                      Financial Statements
                       December 31, 1998

          (With Independent Auditors' Report Thereon)


<PAGE>

KWANG-HO LEE
Certified Public Accountant
3600 Wilshire Blvd., Suite 1416
Los Angeles, CA 90010

Miracom Industries
La Mirada, California

We have audited the accompanying balance sheet of Miracom
Industries as of December 31, 1998 and the related statements of
operations, owner's equity and cash flows for the nine-month
period (April 17, 1998 to December 31, 1998) then ended.  These
financial statements are the responsibility of the Entity's
management.  Our responsibility is to express an opinion on these
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 financial statements referred to above
present fairly, in all material respects, the financial position
of Miracom Industries as of December 31, 1998 and the results of
its operations and its cash flows for the nine-month period then
ended in conformity with generally accepted accounting
principles.


                                 /s/
                                 Kwang-Ho Lee
                                 Certified Public Accountant


January 27, 2000


<PAGE>


<TABLE>

                        MIRACOM INDUSTRIES
                          Balance Sheet
                        December 31, 1998


        Assets

<S>                                                  <C>
Current assets:

   Cash                                         $     966
   Accounts receivable - trade, less
       allowance for doubtful accounts of $0            -
   Inventories                                     39,123
                                                ---------

        Total current assets                       40,089

Property and equipment, at cost                       -
                                                ---------

        Total assets                               40,089
                                                =========



        Liabilities and Owner's Equity

Current liabilities:

   Accounts payable                             $  24,816
   Accrued expenses and other liabilities              35
                                                ---------

        Total current liabilities                  24,851

Long term liabilities:

        Total long-term liabilities                   -
                                                ---------

Owner's equity:

   Capital investment                              15,000
   Retained earnings (deficits)                       238
                                                ---------

        Total owner's equity                       15,238
                                                ---------

        Total liabilities and owner's equity       40,089
                                                =========



See accompanying notes to financial statements

</TABLE>
<PAGE>


<TABLE>

                        MIRACOM INDUSTRIES
                     Statement of Operations
               Nine months ended December 31, 1998



<S>                                                  <C>
Net Sales                                         $  95,244

Cost of sales                                        76,557
                                                ---------

   Gross profit                                    18,687

Selling, general and administrative expenses         18,449
                                                ---------

   Operating income (loss)                            238

Other income (expense)                                  -
                                                ---------

   Income (loss) before income taxes                  238

Income taxes                                            -
                                                ---------

   Net income (loss)                            $     238
                                                =========


See accompanying notes to financial statements

</TABLE>
<PAGE>


<TABLE>

                          MIRACOM INDUSTRIES
                      Statement of Owner's Equity
                  Nine months ended December 31, 1998



<S>                              <C>            <C>            <C>
                                           Retained
                              Capital        Earnings
                              Investment    (Deficits)      Total
                            ----------     ----------     ----------

Balance at April 17, 1998   $ 15,000       $    -         $ 15,000

Less: withdrawal                   -              -              -

Net income (loss)                  -              238            238
                            ----------     ----------     ----------

Balance at December 31, 1998  $ 15,000            238         15,238
                            ==========     ==========     ==========



See accompanying notes to financial statements

</TABLE>
<PAGE>


<TABLE>

                        MIRACOM INDUSTRIES
                     Statement of Cash Flows
               Nine months ended December 31, 1998



<S>                                                  <C>
Cash flows from operating activities:
   Net income (loss)                            $     238
                                                  ---------
   Adjustments to reconcile net income to net
       cash provided by (used in) operating
       activities:
        Increase in inventories                 $ (39,123)
        Increase in accounts payable               24,816
        Increase in accrued expenses and
            other liabilities                            35
                                                  ---------

             Total adjustments                  $ (14,272)
                                                  ---------
             Net cash provided by (used in)
               operating activities               $ (14,034)
                                                  ---------

Cash flows from investing activities:                   -
                                                  ---------
             Net cash provided by (used in)
               investing activities                   -
                                                  ---------

Cash flows from financing activities:

   Increase in capital investment                  15,000
                                                  ---------
             Net cash provided by (used in)
               financing activities                  15,000
                                                  ---------

             Net increase in cash                     966

Cash at beginning of year                               -
                                                  ---------

Cash at end of year                               $     966
                                                  =========

Supplemental disclosure of
cash flow information:                                  -


See accompanying notes to financial statements

</TABLE>

<PAGE>

                        MIRACOM INDUSTRIES

                  Notes to Financial Statements

                        December 31, 1998



(1)     Summary of Significant Accounting Policies

   Basis of Presentation

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

   Organization

   Miracom Industries (the Entity), a California sole
   proprietorship, started its operation in California on April
   17, 1998.

   The Entity is primarily engaged in developing and
   distributing new and innovative consumer electronic products
   and distributing them to major department stores and
   wholesalers throughout the United States.

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

   Revenue Recognition

   The Entity recognizes revenue from product sales upon
   shipment.

   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, 1998, the
   Entity had inventories of $39,123 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 estimated useful
   lives of the assets.

   Research and Development

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


(2)     Concentration of Credit Risk and Significant Supplier

   Substantially all of the Entity's revenues are derived from
   customers throughout the United States.  For the nine-month
   period ended December 31, 1998, the Entity sold
   approximately forty percent (40) percent of its products to
   one customer.

   For the nine-months ended December 31, 1998, the Entity
   purchased approximately one hundred (100) percent of its
   products from one supplier, who was an associated
   manufacturer of the Entity.  At December 31, 1998, the
   amount due to such supplier was $24,816, which was included
   in accounts payable.


(3)     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.


(4)     Commitments and Contingencies

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


(5)     Subsequent Event - Acquisition

   On April 26, 1999, the Entity entered into an acquisition
   agreement (the "Agreement") with Bigway, Inc., a Nevada
   corporation.  In accordance with the Agreement, the Entity
   was acquired into Bigway Inc., which changed its name to
   Miracom Industries, Inc. simultaneous with the consummation
   of the acquisition.

<PAGE>



   ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
             ACCOUNTING AND FINANCIAL DISCLOSURE.

   None.

                             PART III


   ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
             CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF
             THE EXCHANGE ACT.

   (a) Directors and Executive Officers:

   Jimmy K. Sung [President / Director], age 37, serves as the
Company's President and Director, as well as being one of the
original principals in Miracom Industries, prior to its
acquisition.  From 1995 to 1998, Mr. Sung served as a director of
the Korean-based Woong Jin Media Corporation, as well as manager
of its U.S. office.  Woong Jin is involved in a variety of
multimedia projects, including movie and music production,
interactive software development, publication and international
trading of semiconductors and consumer electronics.  Prior to
Woong Jin, from 1993 to 1995, Mr. Sung served as Project Division
Manager at Kolon California Corporation, a U.S. subsidiary of
Korean-based Kolon International Corporation, an international
trading conglomerate.  At Kolon, Mr. Sung was involved in
international trading and new project development, including
primary responsibility for joint venture projects with Sears,
Roebuck & Co. and Starbucks Coffee Company.

   Paul Kim [Vice President, Sales and Marketing / Secretary /
Director], age 35, has served as the Company's Secretary and a
Director since February, 1999, and had been involved with Miracom
Industries, prior to its acquisition.  From 1998 to 1999, Mr. Kim
was President of Wetkins Distribution in Fullerton, California, a
company involved in the import and distribution of restaurant-
grade towel dispensing machines.  From 1995 to 1998, Mr. Kim was
Director of Sales and Marketing for P & C Synergy, Inc.  Mr. Kim
specializes in business development, financing, marketing and
consulting.  He has helped numerous individuals and companies
with the organization, development, marketing and financing of
businesses in various fields, including restaurant supply
distribution, medical technology transfer, import/export,
specialty and novelty product manufacturing and distribution,
stainless steel cookware manufacturing, retail merchandising and
hot towel dispenser distribution.

   Jerry Sung [General Manager], age 30, has served as the
Company's General Manager since June, 1999.  From 1996 until
1999, Mr. Sung served as an Operations Manager at Binex Line
Corporation, an international logistics company.  Prior to that,
from 1993 to 1996, he was a Teller Supervisor at First Interstate
Bank.  Mr. Sung received his B.S. in Business Administration from
the California State University at Long Beach.  Mr. Sung's
experience will help the Company in distribution logistics,
export documentation, accounting and office administration.

   (b)  There are no significant employees who are not
described as executives above, and there are no family
relationships among directors, executive officers or any nominees
to these positions; however, Jimmy Sung and Jerry Sung, persons
who may be deemed to be "affiliates," are brothers.

     During the past five years, no present or former director,
executive officer or person nominated to become a director or an
executive officer of the Company:

          (1) was a general partner or executive officer of any
business against which any bankruptcy petition was filed, either
at the time of the bankruptcy or two years prior to that time;

          (2) was convicted in a criminal proceeding or named
subject to a pending criminal proceeding (excluding traffic
violations and other minor offenses);

          (3) was subject to any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining,
barring, suspending or otherwise limiting his involvement in any
type of business, securities or banking activities; or

          (4) was found by a court of competent jurisdiction (in
a civil action), the Securities and Exchange Commission or the
Commodity Futures Trading Commission to have violated a federal
or state securities or commodities law, and the judgment has not
been reversed, suspended or vacated.


   ITEM 10.  EXECUTIVE COMPENSATION.
<TABLE>
                                       SUMMARY COMPENSATION TABLE

                                  Annual compensation              Long term compensation
                                                                Awards              Payouts
<S>            <C>    <C>          <C>       <C>        <C>           <C>            <C>       <C>
Name and       Year   Salary($)    Bonus($)  Other      Restricted    Securities     LTIP      All
Principal                                    annual     stock awards  underlying     payouts   other
position                                     compensation             options/SARs   ($)       compen-
                                             (Medical)                (#)                      sation
                                                                                               ($)
  ----------------------------------------------------------------------------------------------------


Jimmy K. Sung  2000    36000       0         0           0            0              0         0
(President &   1999    36000       0         0           0            0              0         0
Director)      1998        0       0         0           0            0              0         0

Paul Kim       2000    36000       0         0           0            0              0         0
(Secretary &   1999    36000       0         0           0            0              0         0
Director)      1998        0       0         0           0            0              0         0

Jerry Sung     2000    30000       0         0           0            0              0         0
(General       1999    30000       0         0           0            0              0         0
Manager)       1998        0       0         0           0            0              0         0


</TABLE>

     No cash compensation, deferred compensation or long-term
incentive plan awards were issued or granted to the Company's
management during the period ended December 31, 2000, except as
set forth in the Summary Compensation Table.  Further, no member
of the Company's management has been granted any option or stock
appreciation rights; accordingly, no tables relating to such
items have been included within this Item.

     There are no employment contracts, compensatory plans or
arrangements, including payments to be received from the Company,
with respect to any director or executive officer of the Company
which would in any way result in payments to any such person
because of his or her resignation, retirement or other
termination of employment with the Company or its subsidiaries,
any change in control of the Company, or a change in the person's
responsibilities following a change in control of the Company.

     The existing directors of the Company currently serve on a
non-compensated basis, and there are no standard arrangements
pursuant to which the Company's directors are compensated for any
services provided as a director.  No additional amounts are
payable to the Company's directors for committee participation or
special assignments.


     ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
               AND MANAGEMENT.

     (a) Security ownership of certain beneficial owners.  The
table below identifies any individuals (including any "group")
who is known to the company to be the beneficial owner of more
than five percent of any class of the small business issuer's
voting securities:

<TABLE>
<S>            <C>                           <C>                 <C>
Title of       Name and address              Amount and nature   Percentage
class          of beneficial                 of beneficial       of class
               Owner                         ownership

Common         Jimmy K. Sung                 3,128,205 (1)       49.2%
               14747 Artesia Boulevard, 1F
               La Mirada, CA 90638

Common         Paul Kim                        782,051           12.3%
               14747 Artesia Boulevard, 1F
               La Mirada, CA 90638


     (1)  This number includes 230,769 shares of common stock
          subscription, to be issued upon a capital contribution of
          $45,000, in accordance with the Corporate Combination
          Agreement of April, 1999.  As of the date of this filing,
          the subscription rights have not been exercised.

</TABLE>

     (b) Security ownership of management.  The table below sets for
the ownership by all directors and nominees, and each of the named
executive officers of the Company, and directors and executive
officers of the registrant as a group.

<TABLE>
<S>            <C>                           <C>                 <C>
Title of       Name and address              Amount and nature   Percentage
class          of beneficial                 of beneficial       of class
               Owner                         ownership


Common         Jimmy K. Sung                 3,128,205 (1)       49.2%
               14747 Artesia Boulevard, 1F
               La Mirada, CA 90638

Common         Paul Kim                        782,051           12.3%
               14747 Artesia Boulevard, 1F
               La Mirada, CA 90638

Common         All Officers and              3,910,256           61.5%
               Directors as a Group
               (two persons)


     (1)  This number includes 230,769 shares of common stock
          subscription, to be issued upon a capital contribution of
          $45,000, in accordance with the Corporate Combination
          Agreement of April, 1999.  As of the date of this filing,
          the subscription rights have not been exercised.

</TABLE>

     There are no agreements between or among any of the
shareholders which would restrict the issuance of shares in a
manner that would cause any change of control of the Company.
There are no voting trusts, pooling arrangements or similar
agreements in place between or among any of the shareholders, nor
do the shareholders anticipate the implementation of such an
agreement in the near term.



     ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     None.

     ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  EXHIBITS

      3.1   Articles of Incorporation, as amended, dated
            March 12, 1996 (1)

      3.2   Bylaws, adopted on March 14, 1996 and amended on
            July 1, 1999 (1)

     10.1   Merger Agreement between Miracom Industries and
            Bigway, Inc. (1)

     10.2   $10,000 Convertible Note for Legal Services (1)

     10.3   $10,000 Convertible Note for Investment Banking
            Services (1)

     27     Financial Data Schedule (1)

     (1) Incorporated by reference to the Company's Form 10-KSB
         Filed on March 5, 2001.

     (b) The Company did not file any reports on Form 8-K during
         the last quarter of the period covered by this report.

                            SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of
1934, the registrant has caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized.


                     MIRACOM INDUSTRIES, INC.


Date: April 16, 2001              By:  /s/ Jimmy K. Sung
                                           Jimmy K. Sung
                                           President, Chairman


Date: April 16, 2001              By:  /s/ Paul Kim
                                           Paul Kim
                                           Secretary, Director


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