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<p align="center">SECURITIES AND EXCHANGE COMMISSION</p>
<p span style="font-size: 9pt" align="center">WASHINGTON D.C. 20549</p span>
<p span align="center"><b>FORM S-8</b></p span>
<p span style="font-size: 9pt" align="center">REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</p span>
<p span align="center"><b>MIRACOM
INDUSTRIES, INC.</b></p span>
<p span align="center"><font size="2">(Exact name of registrant as specified in its charter)</font></p span>
<p span align="center">&nbsp;</p span>
<div align="center">
<table width="624px" cellpadding="6" cellspacing="0" style="border-style: double; border-width: 1; border-collapse:collapse" border="5" bordercolor="#111111">
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<td class="table1column1" width="30%" align="center" valign="middle">
<p style="margin-top: 1; margin-bottom: 1">
<p span style="font-size: 12pt; margin-top:1; margin-bottom:1">
<p span style="font-family: 'Times New Roman', serif; margin-top:1; margin-bottom:1">
<p span style="font-family: 'Times New Roman', serif; margin-top:1; margin-bottom:1">Nevada </p span>
<p style="margin-top: 1; margin-bottom: 1"></p span>
<p style="margin-top: 1; margin-bottom: 1"></p span>
<p style="margin-top: 1; margin-bottom: 1"></p>
</td>
<td class="table1column2" width="30%" align="center" valign="middle">
<p style="text-align: center; margin-top:1; margin-bottom:1">
<p span style="font-size: 12pt; margin-top:1; margin-bottom:1">
<p span style="font-family: 'Times New Roman', serif; margin-top:1; margin-bottom:1">
<p span style="font-family: 'Times New Roman', serif; margin-top:1; margin-bottom:1">0-28135 </p span>
<p style="margin-top: 1; margin-bottom: 1"></p span>
<p style="margin-top: 1; margin-bottom: 1"></p span>
<p style="margin-top: 1; margin-bottom: 1"></p>
</td>
<td class="table1column3" width="40%" align="center" valign="middle">
<p style="margin-top: 1; margin-bottom: 1">
<p span style="font-size: 12pt; margin-top:1; margin-bottom:1">
<p span style="font-family: 'Times New Roman', serif; margin-top:1; margin-bottom:1">
<p span style="font-family: 'Times New Roman', serif; margin-top:1; margin-bottom:1">
91-1982205 </p span>
<p style="margin-top: 1; margin-bottom: 1"></p span>
<p style="margin-top: 1; margin-bottom: 1"></p span>
<p style="margin-top: 1; margin-bottom: 1"></p>
</td>
</tr>
<tr>
<td class="table1column1" width="30%" align="center" valign="middle">
<p style="margin-top: 1; margin-bottom: 1">
<p span style="font-size: 12pt; margin-top:1; margin-bottom:1">
<p span style="font-family: 'Times New Roman', serif; margin-top:1; margin-bottom:1">
<p span style="font-family: 'Times New Roman', serif; margin-top:1; margin-bottom:1">(State of Incorporation) </p span>
<p style="margin-top: 1; margin-bottom: 1"></p span>
<p style="margin-top: 1; margin-bottom: 1"></p span>
<p style="margin-top: 1; margin-bottom: 1"></p>
</td>
<td class="table1column2" width="30%" align="center">
<p style="margin-top: 1; margin-bottom: 1">
<p span style="font-size: 12pt; margin-top:1; margin-bottom:1">
<p span style="font-family: 'Times New Roman', serif; margin-top:1; margin-bottom:1">
<p span style="font-family: 'Times New Roman', serif; margin-top:1; margin-bottom:1">(Commission File Number) </p span>
<p style="margin-top: 1; margin-bottom: 1"></p span>
<p style="margin-top: 1; margin-bottom: 1"></p span>
<p style="margin-top: 1; margin-bottom: 1"></p>
</td>
<td class="table1column3" width="40%" align="center" valign="middle">
<p style="margin-top: 1; margin-bottom: 1">
<p span style="font-size: 12pt; margin-top:1; margin-bottom:1">
<p span style="font-family: 'Times New Roman', serif; margin-top:1; margin-bottom:1">
<p span style="font-family: 'Times New Roman', serif; margin-top:1; margin-bottom:1">(IRS Employer Identification No.) </p span>
<p style="margin-top: 1; margin-bottom: 1"></p span>
<p style="margin-top: 1; margin-bottom: 1"></p span>
<p style="margin-top: 1; margin-bottom: 1"></p>
</td>
</tr>
</table>
</div>
<p align="center" style="margin-top: 1; margin-bottom: 1">
<br>
</p>
<p align="center" style="margin-top: 1; margin-bottom: 1">
&nbsp;</p>
<p align="center" style="margin-top: 1; margin-bottom: 1">
226 Hampton Lane, La
Habra, California 90631</p>
<p align="center" style="margin-top: 1; margin-bottom: 1">(Address of principal
executive offices)</p>
<p align="center" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p align="center" style="margin-top: 1; margin-bottom: 1">(714) 525-3791</p>
<p align="center" style="margin-top: 1; margin-bottom: 1">(Issuer's telephone
number, including area code)</p>
<p align="center" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p align="center" style="margin-top: 1; margin-bottom: 1">N/A</p>
<p align="center" style="margin-top: 1; margin-bottom: 1">(Former name, former
address and former fiscal year, if changed since last report)</p>
<p span align="center" style="margin-top: 2; margin-bottom: 2">&nbsp;</p span>
<p span align="center" style="margin-top: 2; margin-bottom: 2"><b>
CONSULTING AGREEMENTS</b></p span>
<p span style="margin-top:2; margin-bottom:2" align="center"><font size="2">(Full title of plan)</font></p span>
<p span style="margin-top:2; margin-bottom:2" align="center">&nbsp;</p span>
<p span align="center"><font size="2">CALCULATION OF REGISTRATION FEE</font><br>
&nbsp;</p span><div align="center">
<table width="624px" cellspacing="1" style="margin-top:2; margin-bottom:3" border="5" height="168">
<tr>
<td width="20%" align="center" valign="middle" height="99">
<p span><font size="2">Title of Securities to
be Registered</font></p span>
</td>
<td width="20%" align="center" height="99"><p span><font size="2">Amount to be
registered</font></p span>
</td>
<td width="20%" align="center" valign="middle" height="99"><p span><font size="2">Proposed Maximum
Offering Price Per
Share</font></p span>
</td>
<td width="20%" align="center" valign="middle" height="99"><p span><font size="2">Proposed Maximum
Aggregate Offering
Price</font></p span>
</td>
<td width="20%" align="center" valign="middle" height="99">
<p span><font size="2">Amount of
Registration Fee</font></p span>
</td>
</tr>
<tr>
<td width="20%" align="center" valign="middle" height="68"><p span>
<font size="2">Common</font></p span>
</td>
<td width="20%" align="center" height="68">
<font size="2">1,538,000</font></td>
<td width="20%" align="center" valign="middle" height="68"><p span>
<font size="2">$0.02(1)</font></p span>
</td>
<td width="20%" align="center" valign="middle" height="68"><p span>
<font size="2">$46,140</font></p span>
</td>
<td width="20%" align="center" valign="middle" height="68"><p span>
<font size="2">$4.24</font></p span>
</td>
</tr>
</table>
</div>
<blockquote>
<p span align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <font size="2">(1) Estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457 under the Securities Act
of 1933</font></p span>
</blockquote>
<p span>PART I. INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS</p span> <p span><i><b>Item 1. Plan Information</b></i></p span>
<p span>This Prospectus is part of a Registration Statement which registers an aggregate
1,538,000 shares of common stock, $.0001
par value, of Miracom Industries, Inc. (the "Company") which have been issued as set forth herein to the following
named persons who are &quot;Selling Shareholders&quot;:</p span>
<div align="center">
  <center>
<table border="2" cellspacing="1" style="border-collapse: collapse" bordercolor="#111111" width="90%" height="177">
  <tr>
    <td width="23%" align="center" height="30">Name</td>
    <td width="23%" align="center" height="30">Number of Shares</td>
    <td width="54%" align="center" height="30">Services Agreement</td>
  </tr>
  <tr>
    <td width="23%" height="4"></td>
    <td width="23%" height="4"></td>
    <td width="54%" height="4"></td>
  </tr>
  <tr>
    <td width="23%" height="30">&nbsp; Jerry Sung</td>
    <td width="23%" align="center" height="30">&nbsp;200,000</td>
    <td width="54%" height="30"><font size="2">Deferred compensation as an
    officer and director for the preceding year</font></td>
  </tr>
  <tr>
    <td width="23%" height="30">&nbsp; John Hwang</td>
    <td width="23%" align="center" height="30">&nbsp;538,000</td>
    <td width="54%" height="30"><font size="2">Financial consulting that enabled
    debt conversion of existing creditors and restructuring of existing long
    term debts</font></td>
  </tr>
  <tr>
    <td width="23%" height="30">&nbsp; James Mak</td>
    <td width="23%" align="center" height="30">30,000</td>
    <td width="54%" height="30"><font size="2">Deferred compensation due former
    employee.</font></td>
  </tr>
  <tr>
    <td width="23%" height="30">&nbsp; Tony Huang</td>
    <td width="23%" align="center" height="30">10,000</td>
    <td width="54%" height="30"><font size="2">Product marketing services
    provided in Korea</font></td>
  </tr>
  <tr>
    <td width="23%" height="30">&nbsp; Christopher Dieterich</td>
    <td width="23%" align="center" height="30">560,000</td>
    <td width="54%" height="30"><font size="2">Retire legal fees incurred during
    preceding 24 month-period for SEC filings and contract negotiations</font></td>
  </tr>
  <tr>
    <td width="23%" height="30">&nbsp; Paul Kim</td>
    <td width="23%" align="center" height="30">200,000</td>
    <td width="54%" height="30"><font size="2">Unpaid compensation for previous
    calendar year</font></td>
  </tr>
  <tr>
    <td width="23%" height="30">&nbsp;&nbsp;&nbsp;&nbsp; Total</td>
    <td width="23%" align="center" height="30">1,538,000</td>
    <td width="54%" height="30">&nbsp;</td>
  </tr>
</table>
  </center>
</div>
<p span align="justify">From May&nbsp; 21 through July 31, 2002, a series of Consulting
and Employment Agreements
for services were entered into with Jerry Sung, John Hwang, James Mak, Tony
Huang, Christopher Dieterich and Paul Kim.&#160;&#160; The Company has been advised by the Consultants
and Employees that they may sell all or a portion of their shares of common stock from time to time through securities brokers/dealers
only at current market prices and that no commissions or compensation will be paid in connection therewith in excess of
customary brokers commissions. Advisors and the brokers and dealers through whom sales of the shares are made may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended, (the "Securities Act"), and
any profits realized by them on the sale of the shares may be considered to be underwriting compensation.</p span>
<p span align="justify">No other person is authorized to give any information or make any representation not contained or incorporated by
reference in this Prospectus, in connection with the offer contained in this Prospectus, and, if given or made, such other
information or representation must not be relied upon as having been authorized by the Company. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof.</p span>
<p span align="justify">The shares of common stock offered hereby
(the &quot;Shares&quot;) will be sold from time to time by the individuals listed under
the Selling Shareholders section of this document (the &quot;Selling Shareholders&quot;).&nbsp;
The Selling Shareholders acquired the Shares pursuant to compensatory benefit
plans for consulting and employment services that the Selling Shareholders
provided to Miracom Industries.</p>
<p span align="justify">The sales may occur in transactions on
the NASD over-the-counter market at prevailing market prices or in negotiated
transactions.&nbsp; Miracom Industries will not receive proceeds from the sale of any of the
Shares.&nbsp; Miracom Industries is paying for the expenses incurred in registering the
Shares.</p>
<p span align="justify">The Shares are &quot;restricted securities&quot;
under the Securities Act of 1933 (the &quot;1933 Act&quot;) before their sale under this
Reoffer Prospectus.&nbsp; This Reoffer Prospectus has been prepared for the
purpose of registering the Shares under the 1933 Act to allow for future sales
by the Selling Shareholders to the public without restriction.&nbsp; To the
knowledge of the Company, the Selling Shareholders have no arrangement with any
brokerage firm for the sale of the Shares.&nbsp; The Selling Shareholders may be
deemed to be an &quot;underwriter&quot; within the meaning of the 1933 Act.&nbsp; Any
commissions received by a broker or dealer in connection with resales of the
Shares may be deemed to be underwriting commissions or discounts under the 1933
Act.</p>
<p span align="justify">This Reoffer Prospectus does not constitute an offer to sell or the solicitation of any offer to buy any security other than the
securities covered by this Prospectus, nor does it constitute an offer or solicitation by anyone in any jurisdiction in which
such offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified to do
so, or to any person to whom it is unlawful to make such offer or solicitation.</p span>
<p span><i><b>
Item 2. Registrant Information and Employee Plan Annual Information.</b></i></p span>
<p span align="justify">THE COMPANY HEREBY UNDERTAKES TO FURNISH WITHOUT CHARGE TO EACH SUCH PERSON TO
WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A
COPY OF ANY OR ALL OF THE DOCUMENTS DESCRIBED IN ITEM 3, PART II OF THIS REGISTRATION
STATEMENT, OTHER THAN EXHIBITS TO SUCH DOCUMENTS. REQUESTS SHOULD BE ADDRESSED TO
MR. JIMMY SUNG, PRESIDENT,&nbsp; 226 Hampton Land, La Habra, California 90631, Telephone: (714)
525-3791.</p span><p span>PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</p span><p span><i><b>Item 3. Incorporation of Documents by Reference.</b></i></p span>
<p span align="justify">The Company has filed the following documents with the Securities and Exchange Commission
within the preceding fiscal year: Quarterly Report on Form 10QSB, filed
May 20, 2002; Annual Report on Form 10KSB, filed April 25, 2002, and Quarterly Reports on Form 10QSB,
filed, respectively, on November 20, 2001 and August 20, 2001. The above
referenced reports, which were previously filed with the Commission are incorporated herein by reference.</p span>
<p span align="justify">All documents filed by the Company pursuant to Section 13, or 15 (d) of the Exchange Act after the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.</p span>
<p span><i><b>Item 4. Description of Securities</b></i></p span>
<p span align="justify">The Company is authorized to issue 50,000,000 shares of
Common Stock, $0.001 par value. The Company's stock is
currently traded on the OTCBB, under symbol MRCM. The presently outstanding shares of Common Stock are fully paid
and nonassessable.</p span><p span align="justify">COMMON STOCK&nbsp; As of
August 7, 2002, approximately
7,272,590 shares of Common Stock were outstanding, and an additional 7,943,172 shares pending
issuance, having been approved by the Board of Directors, with the issuance in
progress.</p span> <p span align="justify">VOTING RIGHTS. Each holder of the Common Stock shall be entitled to one vote for each share of stock standing in his
name on the books of the Corporation.</p span>
<p span align="justify">DIVIDEND RIGHTS. Dividends may be declared, subject to the provisions of the laws of the State of Nevada and the
Articles of Incorporation, by the Board of Directors at any regular or special meeting and may be paid in cash, property,
shares of corporate stock, or any other medium. The Board of Directors may fix in advance a record date, as provided in
Section 1.06 of the By-laws, prior to the dividend payment for the purposes of determining shareholders entitled to
receive payment of any dividend. The Board of Directors may close the stock transfer books for such purpose for a period
of not more than ten (10) days prior to the payment date of such dividend.</p span>
<p span align="justify">PREEMPTIVE RIGHTS. Except as may otherwise be provided by the Board of Directors, no holder of any shares of the stock
of the Corporation, shall have any preemptive right to purchase, subscribe for, or otherwise acquire any shares of stock of
the Corporation of any class now or hereafter authorized, or any securities exchangeable for or convertible into such
shares, or any warrants or other instruments evidencing rights or options to subscribe for, purchase or otherwise acquire
such shares.</p span> <p span align="justify">REGISTRAR AND TRANSFER AGENT:&nbsp;
The Company's registrar and transfer agent is Transfer Online, 227 Pine Street,
Suite 300, Portland, Oregon 97204; Telephone (503) 227-2950.</p span>
<p span align="justify">DISSENTERS' RIGHTS:&nbsp; Under current Nevada law, a shareholder is afforded dissenters' rights which, if properly exercised, may require the
Company to purchase his shares dissenters' rights commonly arise in extraordinary transactions such as mergers,
consolidations, reorganizations, substantial asset sales, liquidating distributions, and certain amendments to the
Company's certificate of incorporation.</p span>
<p span>PREFERRED STOCK&nbsp; There are no shares of preferred stock authorized.</p span> <p span><i><b>Item 5. Interests of Named Experts and Counsel.</b></i></p span>
<p span align="justify">Dieterich &amp; Associates, of which Christopher Dieterich
is a member, is rendering an opinion with respect to the shares being registered
in this Reoffer Prospectus.</p span> <p span><i><b>Item 6. Indemnification of Directors and Officers.</b></i></p span>
<p span align="justify">Pursuant to Section 78.7502 of the Nevada Revised Statutes, the Company has the power to indemnify any person made a
party to any lawsuit by reason of being a director or officer of the Company, or serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such actions suit or proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.</p span>
<p span align="justify">Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.</p span>
<p span><i><b>Item 7. Exemption from Registration Claimed.</b></i></p span>
<p span align="justify">The Shares were issued for employment, advisory and consulting services
rendered.&nbsp; These issuances were made in reliance on the exemption from the
registration requirements of the 1933 Act, contained in Section 4(2) thereof,
covering transactions not involving any public offering or not involving any
&quot;offer&quot; or &quot;sale&quot;.</p span> <p span><i><b>Item 8. Exhibits.</b></i></p span>
<p span>The following documents are filed as Exhibits to this Registration Statement:</p span>
<p span>&nbsp; 5.1&nbsp;-- Opinion of Dieterich &amp; Associates as to the validity of the shares being registered.</p span>
<p span>23.1 -- Consent of Dieterich &amp; Associates (included in Exhibit 5.1)</p span>
<p span>23.2 -- Consent of Kwang-Ho Lee, Certified Public Accountant</p span>
<p span><i><b>Item 9. Undertakings.</b></i></p span>
<p span>The undersigned registrant hereby undertakes:</p span>
<p span align="justify">(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
statement to include any material information with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the registration statement.</p span>
<p span align="justify">(b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.</p span>
<p span align="justify">(c) To remove from registration by means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.</p span>
<p span align="justify">The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.</p span>
<p span align="justify">Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of
such issue.</p span>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Los Angeles on August 13, 2002.</p span>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p span>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><b>
<p span style="text-transform: uppercase">Miracom Industries</p span>, INC. (Registrant)</b></p span>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">By:
<p span style="text-decoration: underline; margin-top:1; margin-bottom:1" align="justify">/s/
Jimmy Sung</p span>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">Jimmy Sung,
President/Director</p span>
<p span align="justify" style="margin-top: 1; margin-bottom: 1"><u>/s/ Jerry
Sung</u></p span>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">Jerry Sung,
Secretary/Director</p span>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p span>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following
persons in the capacities and on the date indicated.</p span>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p span>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">/s/ Jimmy Sung</p span>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">Jimmy Sung,
President/Director</p span>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p span>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">/s/ Jerry Sung</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">Jerry Sung,  Director/Secretary</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&lt;Page&gt;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">Exhibit 5.1</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<b>&nbsp; DIETERICH &amp; ASSOCIATES LETTERHEAD</b></p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">August 13, 2002</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">Securities and Exchange Commission</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">450 Fifth Street, N.W.</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">Judiciary Plaza</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">Washington, DC 20549</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;&nbsp;&nbsp;
Re:&nbsp; Miracom Industries, Inc.</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">Ladies and Gentlemen:</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;&nbsp;&nbsp;
This office represents Miracom Industries, Inc., a Nevada corporation
(the &quot;Registrant&quot;) in connection with the Registrant's Registration Statement on
Form S-8 under the Securities Act of 1933 (the &quot;Registration Statement&quot;), which
relates to the sale of 1,538,000 shares of the Registrant's Common Stock issued
to certain individuals for employment and consulting services (the &quot;Shares&quot;).</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;&nbsp;&nbsp;
In connection with our representation, we have examined such documents and
undertaken such further inquiry as we consider necessary for rendering the
opinion hereinafter set forth.</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;&nbsp;&nbsp;
Based upon the foregoing, it is our opinion that the Registered Securities, when
sold as set forth in the Registration Statement, will be legally issued, fully
paid and non-assessable.</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;&nbsp;&nbsp;
We hereby consent to the inclusion of this opinion in the Registration Statement
and to the filing of this opinion as Exhibit 5.1 to the Registration Statement
and with such state regulatory agencies in such states as may require such
filing in connection with the registration of the Registered Securities for
offer and sale in such states.</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">Very truly yours,</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">/s/ Christopher Dieterich</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">Dieterich &amp; Associates</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&lt;Page&gt;Exhibit
23.1</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp; &nbsp; Included within Exhibit 5.1 (Opinion of Counsel)</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&lt;Page&gt;&nbsp; Exhibit 23.2</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;&nbsp;&nbsp;
<b>CONSENT OF INDEPENDENT ACCOUNTANTS</b></p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;&nbsp;&nbsp;
We consent to the use, in the Registration Statement of Miracom Industries,
Inc. on Form S-8, of our Auditors' Report, dated April 11, 2002, on the balance
sheets of Miracom Industries, Inc. as at December 31, 2001 and 2000, and the
related statements of loss,
cash flows, and stockholders' equity for the years ended December 31, 2001 and
2000,
which report is included in the Company's 2002 Annual Report, for the year ended
December 31, 2001, on Form 10-KSB.</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">&nbsp;</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">/s/ Kwang-Ho
Lee, Certified Public Accountant</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">Los Angeles,
California</p>
<p span align="justify" style="margin-top: 1; margin-bottom: 1">August 13, 2002</p>
</body>

</html>
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{"company-data": {"conformed-name": "MIRACOM INDUSTRIES INC", "cik": "0001092492", "assigned-sic": "3600", "irs-number": "911982205", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-98133", "film-number": "02738741"}, "business-address": {"street1": "14747 ARTESIA BLVD SUITE 1F", "city": "LA MIRADA", "state": "CA", "zip": "90638", "phone": "7145222800"}, "mail-address": {"street1": "14747 ARTESIA BLVD SUITE 1F", "city": "LA MIRADA", "state": "CA", "zip": "90638"}}
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MIRACOM
INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Nevada
0-28135
91-1982205
(State of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
226 Hampton Lane, La
Habra, California 90631
(Address of principal
executive offices)
(714) 525-3791
(Issuer's telephone
number, including area code)
N/A
(Former name, former
address and former fiscal year, if changed since last report)
CONSULTING AGREEMENTS
(Full title of plan)
CALCULATION OF REGISTRATION FEE
Title of Securities to
be Registered
Amount to be
registered
Proposed Maximum
Offering Price Per
Share
Proposed Maximum
Aggregate Offering
Price
Amount of
Registration Fee
Common
1,538,000
$0.02(1)
$46,140
$4.24
(1) Estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457 under the Securities Act
of 1933
PART I. INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information
This Prospectus is part of a Registration Statement which registers an aggregate
1,538,000 shares of common stock, $.0001
par value, of Miracom Industries, Inc. (the "Company") which have been issued as set forth herein to the following
named persons who are "Selling Shareholders":
Name
Number of Shares
Services Agreement
Jerry Sung
200,000
Deferred compensation as an
    officer and director for the preceding year
John Hwang
538,000
Financial consulting that enabled
    debt conversion of existing creditors and restructuring of existing long
    term debts
James Mak
30,000
Deferred compensation due former
    employee.
Tony Huang
10,000
Product marketing services
    provided in Korea
Christopher Dieterich
560,000
Retire legal fees incurred during
    preceding 24 month-period for SEC filings and contract negotiations
Paul Kim
200,000
Unpaid compensation for previous
    calendar year
Total
1,538,000
From May  21 through July 31, 2002, a series of Consulting
and Employment Agreements
for services were entered into with Jerry Sung, John Hwang, James Mak, Tony
Huang, Christopher Dieterich and Paul Kim.   The Company has been advised by the Consultants
and Employees that they may sell all or a portion of their shares of common stock from time to time through securities brokers/dealers
only at current market prices and that no commissions or compensation will be paid in connection therewith in excess of
customary brokers commissions. Advisors and the brokers and dealers through whom sales of the shares are made may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended, (the "Securities Act"), and
any profits realized by them on the sale of the shares may be considered to be underwriting compensation.
No other person is authorized to give any information or make any representation not contained or incorporated by
reference in this Prospectus, in connection with the offer contained in this Prospectus, and, if given or made, such other
information or representation must not be relied upon as having been authorized by the Company. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof.
The shares of common stock offered hereby
(the "Shares") will be sold from time to time by the individuals listed under
the Selling Shareholders section of this document (the "Selling Shareholders"). 
The Selling Shareholders acquired the Shares pursuant to compensatory benefit
plans for consulting and employment services that the Selling Shareholders
provided to Miracom Industries.
The sales may occur in transactions on
the NASD over-the-counter market at prevailing market prices or in negotiated
transactions.  Miracom Industries will not receive proceeds from the sale of any of the
Shares.  Miracom Industries is paying for the expenses incurred in registering the
Shares.
The Shares are "restricted securities"
under the Securities Act of 1933 (the "1933 Act") before their sale under this
Reoffer Prospectus.  This Reoffer Prospectus has been prepared for the
purpose of registering the Shares under the 1933 Act to allow for future sales
by the Selling Shareholders to the public without restriction.  To the
knowledge of the Company, the Selling Shareholders have no arrangement with any
brokerage firm for the sale of the Shares.  The Selling Shareholders may be
deemed to be an "underwriter" within the meaning of the 1933 Act.  Any
commissions received by a broker or dealer in connection with resales of the
Shares may be deemed to be underwriting commissions or discounts under the 1933
Act.
This Reoffer Prospectus does not constitute an offer to sell or the solicitation of any offer to buy any security other than the
securities covered by this Prospectus, nor does it constitute an offer or solicitation by anyone in any jurisdiction in which
such offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified to do
so, or to any person to whom it is unlawful to make such offer or solicitation.
Item 2. Registrant Information and Employee Plan Annual Information.
THE COMPANY HEREBY UNDERTAKES TO FURNISH WITHOUT CHARGE TO EACH SUCH PERSON TO
WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A
COPY OF ANY OR ALL OF THE DOCUMENTS DESCRIBED IN ITEM 3, PART II OF THIS REGISTRATION
STATEMENT, OTHER THAN EXHIBITS TO SUCH DOCUMENTS. REQUESTS SHOULD BE ADDRESSED TO
MR. JIMMY SUNG, PRESIDENT,  226 Hampton Land, La Habra, California 90631, Telephone: (714)
525-3791.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company has filed the following documents with the Securities and Exchange Commission
within the preceding fiscal year: Quarterly Report on Form 10QSB, filed
May 20, 2002; Annual Report on Form 10KSB, filed April 25, 2002, and Quarterly Reports on Form 10QSB,
filed, respectively, on November 20, 2001 and August 20, 2001. The above
referenced reports, which were previously filed with the Commission are incorporated herein by reference.
All documents filed by the Company pursuant to Section 13, or 15 (d) of the Exchange Act after the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.
Item 4. Description of Securities
The Company is authorized to issue 50,000,000 shares of
Common Stock, $0.001 par value. The Company's stock is
currently traded on the OTCBB, under symbol MRCM. The presently outstanding shares of Common Stock are fully paid
and nonassessable.
COMMON STOCK  As of
August 7, 2002, approximately
7,272,590 shares of Common Stock were outstanding, and an additional 7,943,172 shares pending
issuance, having been approved by the Board of Directors, with the issuance in
progress.
VOTING RIGHTS. Each holder of the Common Stock shall be entitled to one vote for each share of stock standing in his
name on the books of the Corporation.
DIVIDEND RIGHTS. Dividends may be declared, subject to the provisions of the laws of the State of Nevada and the
Articles of Incorporation, by the Board of Directors at any regular or special meeting and may be paid in cash, property,
shares of corporate stock, or any other medium. The Board of Directors may fix in advance a record date, as provided in
Section 1.06 of the By-laws, prior to the dividend payment for the purposes of determining shareholders entitled to
receive payment of any dividend. The Board of Directors may close the stock transfer books for such purpose for a period
of not more than ten (10) days prior to the payment date of such dividend.
PREEMPTIVE RIGHTS. Except as may otherwise be provided by the Board of Directors, no holder of any shares of the stock
of the Corporation, shall have any preemptive right to purchase, subscribe for, or otherwise acquire any shares of stock of
the Corporation of any class now or hereafter authorized, or any securities exchangeable for or convertible into such
shares, or any warrants or other instruments evidencing rights or options to subscribe for, purchase or otherwise acquire
such shares.
REGISTRAR AND TRANSFER AGENT: 
The Company's registrar and transfer agent is Transfer Online, 227 Pine Street,
Suite 300, Portland, Oregon 97204; Telephone (503) 227-2950.
DISSENTERS' RIGHTS:  Under current Nevada law, a shareholder is afforded dissenters' rights which, if properly exercised, may require the
Company to purchase his shares dissenters' rights commonly arise in extraordinary transactions such as mergers,
consolidations, reorganizations, substantial asset sales, liquidating distributions, and certain amendments to the
Company's certificate of incorporation.
PREFERRED STOCK  There are no shares of preferred stock authorized.
Item 5. Interests of Named Experts and Counsel.
Dieterich & Associates, of which Christopher Dieterich
is a member, is rendering an opinion with respect to the shares being registered
in this Reoffer Prospectus.
Item 6. Indemnification of Directors and Officers.
Pursuant to Section 78.7502 of the Nevada Revised Statutes, the Company has the power to indemnify any person made a
party to any lawsuit by reason of being a director or officer of the Company, or serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by
him in connection with such actions suit or proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
The Shares were issued for employment, advisory and consulting services
rendered.  These issuances were made in reliance on the exemption from the
registration requirements of the 1933 Act, contained in Section 4(2) thereof,
covering transactions not involving any public offering or not involving any
"offer" or "sale".
Item 8. Exhibits.
The following documents are filed as Exhibits to this Registration Statement:
5.1 -- Opinion of Dieterich & Associates as to the validity of the shares being registered.
23.1 -- Consent of Dieterich & Associates (included in Exhibit 5.1)
23.2 -- Consent of Kwang-Ho Lee, Certified Public Accountant
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration
statement to include any material information with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the registration statement.
(b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Los Angeles on August 13, 2002.
Miracom Industries
, INC. (Registrant)
By:
/s/
Jimmy Sung
Jimmy Sung,
President/Director
/s/ Jerry
Sung
Jerry Sung,
Secretary/Director
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following
persons in the capacities and on the date indicated.
/s/ Jimmy Sung
Jimmy Sung,
President/Director
/s/ Jerry Sung
Jerry Sung,  Director/Secretary
<Page>
Exhibit 5.1
DIETERICH & ASSOCIATES LETTERHEAD
August 13, 2002
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re:  Miracom Industries, Inc.
Ladies and Gentlemen:
This office represents Miracom Industries, Inc., a Nevada corporation
(the "Registrant") in connection with the Registrant's Registration Statement on
Form S-8 under the Securities Act of 1933 (the "Registration Statement"), which
relates to the sale of 1,538,000 shares of the Registrant's Common Stock issued
to certain individuals for employment and consulting services (the "Shares").
In connection with our representation, we have examined such documents and
undertaken such further inquiry as we consider necessary for rendering the
opinion hereinafter set forth.
Based upon the foregoing, it is our opinion that the Registered Securities, when
sold as set forth in the Registration Statement, will be legally issued, fully
paid and non-assessable.
We hereby consent to the inclusion of this opinion in the Registration Statement
and to the filing of this opinion as Exhibit 5.1 to the Registration Statement
and with such state regulatory agencies in such states as may require such
filing in connection with the registration of the Registered Securities for
offer and sale in such states.
Very truly yours,
/s/ Christopher Dieterich
Dieterich & Associates
<Page>Exhibit
23.1
Included within Exhibit 5.1 (Opinion of Counsel)
<Page>  Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the use, in the Registration Statement of Miracom Industries,
Inc. on Form S-8, of our Auditors' Report, dated April 11, 2002, on the balance
sheets of Miracom Industries, Inc. as at December 31, 2001 and 2000, and the
related statements of loss,
cash flows, and stockholders' equity for the years ended December 31, 2001 and
2000,
which report is included in the Company's 2002 Annual Report, for the year ended
December 31, 2001, on Form 10-KSB.
/s/ Kwang-Ho
Lee, Certified Public Accountant
Los Angeles,
California
August 13, 2002