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, 2001.
                           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.

[ ] As of December 31, 2000, the Company had approximately 7,272,590 shares of
Common Stock issued.

                 ----------------------------------------------
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT



<PAGE>

                                     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



<PAGE>


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

<PAGE>


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

<PAGE>

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.


<PAGE>

                                   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


<PAGE>


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.

<PAGE>


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 year ended, 2001, 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 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.



<PAGE>

                               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.

<PAGE>


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


<PAGE>


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.



<PAGE>

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.

<PAGE>

(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

<PAGE>


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



<PAGE>

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.


<PAGE>


                     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


<PAGE>


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.

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,


<PAGE>


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

  Year ended:                                        High       Low
  -----------                                        ----       ---
     2001                                          $  1.25   $ 0.11

September 30, 2001                                 $  0.50   $ 0.11

June 30, 2001                                      $  1.01   $ 0.257

March 31, 2001                                     $  1.25   $ 0.313

December 30, 2000                                  $  1.25   $ 0.125

September 30, 2000                                 $  0.12   $ 0.125

June 30, 2000                                      $  0.12   $ 0.125

March 31, 2000                                     $  0.12   $ 0.125

December 31, 1999                                  $  1.62   $ 0.25

September 30, 1999                                 $  1.37   $ 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


<PAGE>


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.




<PAGE>

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.

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.



<PAGE>


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.



<PAGE>


Capital commitments for the year ended December 31, 2001, 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.



                                  KWANG-HO LEE
                           CERTIFIED PUBLIC ACCOUNTANT
                            MIRACOM INDUSTRIES, INC.
                        Consolidated Financial Statements
                           December 31, 2001 and 2000
                   (With Independent Auditors' Report Thereon)
                         3600 Wilshire Blvd., Suite 1416
                              Los Angeles, CA 90010



                          INDEPENDENT AUDITORS' REPORT
                             The Board of Directors
                            Miracom Industries, Inc.
                              La Mirada, California

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

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

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

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

Kwang-Ho Lee Certified Public Accountant

April 11, 2002
--------------------------------------------------------------------------------




<PAGE>


<TABLE>
<CAPTION>



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



                                     Assets

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

                Total current assets                                174,598        197,215

Property and equipment, at cost:

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

                Net property and equipment                            9,937         12,453

Other assets                                                            965            965

                Total assets                                       $185,500       $210,633


</TABLE>


See accompanying notes to consolidated financial statements

--------------------------------------------------------------------------------



<PAGE>



<TABLE>
<CAPTION>

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



                      Liabilities and Stockholders' Equity


                                                                                Dec. 31,             Dec. 31,
                                                                                  2001                  2000
                                                                                --------             --------
Current liabilities:
<S>                                                                          <C>                    <C>
   Overdraft with bank                                                               $10                 -
   Accounts payable                                                              229,751               212,114
   Note payable, convertible(note 4)                                             147,000               137,000
   Accrued expenses and other liabilities(note 5)                                188,435                98,642

                Total current liabilities                                        565,196               447,756

Long-term liabilities:                                                              -                    -

                Total long-term liabilities                                         -                    -

Stockholders' equity:

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

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

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



</TABLE>

See accompanying notes to consolidated financial statements
--------------------------------------------------------------------------------




<PAGE>


<TABLE>
<CAPTION>


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


                                                                    12 months                12 months
                                                                   Dec. 31, 2001            Dec. 31, 2000
                                                                   -------------            -------------
<S>                                                               <C>                     <C>
Net sales                                                             $173,500                $1,760,732

Cost of sales                                                          166,730                 1,700,150

              Gross profit                                               6,770                    60,582

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

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

Other income(expense):

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

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

Income taxes                                                               800                       800

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


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


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

</TABLE>


See accompanying notes to consolidated financial statements

--------------------------------------------------------------------------------


<PAGE>



<TABLE>
<CAPTION>

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



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

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


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

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

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

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

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

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



</TABLE>


See accompanying notes to consolidated financial statements
--------------------------------------------------------------------------------



<PAGE>


<TABLE>
<CAPTION>



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

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

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

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

                     Total adjustments                                                     131,720               89,923

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

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

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

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

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

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

Cash at beginning of year                                                                      853                3,164

Cash at end of year                                                                             $0                 $853


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

</TABLE>




See accompanying notes to consolidated financial statements
--------------------------------------------------------------------------------



<PAGE>



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

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AFFIRMATIVE STATEMENT

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

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

ORGANIZATION

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

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

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

REVENUE RECOGNITION

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

INVENTORIES

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


<PAGE>


PROPERTY AND EQUIPMENT

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

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

Furniture, fixtures and equipment 5 to 7 years

RESEARCH AND DEVELOPMENT

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

EARNINGS PER SHARE

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

INCOME TAXES

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

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

(2) GOING CONCERN

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

Management believes that the net loss of $182,573 for the year ended December
31, 2001 results mainly from the slowdown of the sales activities, $69,400 of
deferred salaries for the Company's officers and $51,720 of professional service
expenses, which are the integral portion (65%) of the total selling, general and
administrative expenses. This matter raises substantial doubt about the
Company's ability to continue as a going concern. If these expenses were not
incurred, management believes that total selling, general and administrative




<PAGE>

expenses might be $64,138, resulting in net losses of $61,453 for the year ended
December 31, 2001. In order to survive in an increasingly competitive mini phone
market, the management decided to develop a new innovative consumer electronic
products. The Company's continued existence is dependent upon the Company's
ability to secure adequate investment for the successful completion of the
development of the new products.

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

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

(3) COMMON STOCK

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

As of December 31, 2001, common stock status consists of the following:


<TABLE>
<CAPTION>



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

</TABLE>


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

--------------------------------------------------------------------------------





<PAGE>



(4) NOTE PAYABLE, CONVERTIBLE

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

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

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

(5) DEFERRED COMPENSATION

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

(6) FAIR VALUE OF FINANCIAL INSTRUMENTS

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

(7) COMMITMENTS AND CONTINGENCIES

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

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



<PAGE>


Year ending December 31:
2002 $ 1,987 $ 1,987

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

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

(8) REPORTABLE EVENT

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

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


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 39, 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


<PAGE>

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 37,
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 32, 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:


<PAGE>


(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>
<CAPTION>


                           SUMMARY COMPENSATION TABLE

                                  Annual compensation              Long term compensation
                                  -------------------              ----------------------
                                                                Awards                 Payouts
                                                                ------                 -------
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 (President &   Director)
<S>          <C>     <C>         <C>       <C>         <C>          <C>            <C>       <C>
               2001    36000       0         0           0            0              0         0
               2000    36000       0         0           0            0              0         0
               1999    36000       0         0           0            0              0         0
               1998        0       0         0           0            0              0         0

Paul Kim  (Secretary &   Director)
               2001    36000       0         0           0            0              0         0
               2000    36000       0         0           0            0              0         0
               1999    36000       0         0           0            0              0         0
               1998        0       0         0           0            0              0         0

Jerry Sung  (General Manager)
               2001    30000       0         0           0            0              0         0
               2000    30000       0         0           0            0              0         0
               1999    30000       0         0           0            0              0         0
               1998        0       0         0           0            0              0         0

</TABLE>

--------------------------------------------------------------------------------


<PAGE>



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:


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         Jerry K. Sung                      324, 00           4.45%
               14747 Artesia Boulevard, 1F
               La Mirada, CA. 90638
Common         Paul Kim                            782,051          10.7%
               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.

(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.


<PAGE>



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)       43.0%
               14747 Artesia Boulevard, 1F
               La Mirada, CA 90638

Common         Paul Kim                         782,051            10.7%
               14747 Artesia Boulevard, 1F
               La Mirada, CA 90638

Common         Jerry K. Sung                    324, 00            4.45%
               14747 Artesia Boulevard, 1F
               La Mirada, CA. 90638

Common         All Officers and               4,234,256           58.15%
               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.

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.


<PAGE>


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.

<PAGE>

                                   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