As filed with the Securities and Exchange Commission on September 16, 1997
Registration No. 333-28861
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Amendment No. 1 to
Form SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________

MIRAGE HOLDINGS, INC.
(Name of small business issuer in its charter)

Nevada 2335 95-4627685

(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employee
of incorporation or organization) Classification Code Number) Identification No.)

____________________

225 Santa Monica Boulevard, Suite 410 225 Santa Monica Boulevard, Suite 410
Santa Monica, CA 90401 Santa Monica, CA 90401
(310) 395-3155 (310) 395-3155
(Address and telephone number of (Address of principal
principal executive office) place of business)

ParaCorp, Incorporated
318 North Carson Street, Suite 208
Carson City, NV 89701
(888) 972-7273
(Name, address and telephone number of agent for service)
____________________________
COPIES TO:

Lawrence W. Horwitz, Esq.
Horwitz & Beam
Two Venture Plaza, Suite 350
Irvine, CA 92618
(714) 453-0300
___________________

Approximate Date of Proposed Sale to the Public.
As soon as practicable after this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933 (the "Securities Act"), please
check the following box and list the Securities Act registration number of the
earlier effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the Prospectus is expected to be made pursuant to Rule 343,
please check the following box. [_]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Number of Shares to Proposed Maximum Proposed Maximum Amount of
Registered be Registered Offering Price Per Aggregate Offering Registration Fee

Unit (1) Price(1)(2)

Units, each Unit consisting of one share of
Common Stock, $0.001 par value, and one
warrant to purchase one share of Common
Stock(3) 342,857 $5.25 $1,800,000 $ 545.46

Representative Warrants(4) 342,857 ------ ----------- -------

Common Stock, $0.001 par value, underlying
Representative Warrants(5) 342,857 $6.30 $2,159,999 $ 654.55

Common Stock, $0.001 par value, issued in
connection with bridge financing(6) 564,065 $3.50 $1,974,228 $ 598.25

Common Stock, $0.001 par value, underlying
warrants issued in connection with bridge
financing(7) 444,500 $0.75 $ 333,375 $ 101.02

Common Stock, $0.001 par value, underlying
options issued pursuant to Employee Stock
Option Plan(8) 500,000 $0.01 $ 5,000 $ 1.52

Common Stock, $0.001 par value, underlying
options issued to a Consultant(9) 20,000 $2.00 $ 40,000 $ 12.12

Total 2,557,136 $6,312,602 $1,912.92
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(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457.
(2) The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

(3) The assigned value of the securities underlying the Units are: one share of
common stock for $5.15 and one warrant for $0.10.

(4) Represents Common Stock Purchase Warrants issuable to Veera Capital
Corporation as representative of the several underwriters ("Representative
Warrants").

(5) Represents Common Stock issuable upon exercise of the Representative
Warrants pursuant to Rule 416 promulgated under the Securities Act of 1933,
this Registration Statement also covers any additional Common Shares which
may become issuable by reason of the antidilution provisions of the
Representative Warrants.

(6) Represents Common Stock issued in connection with bridge financing to the
Company.

(7) Represents Common Stock issuable upon exercise of Warrants (the "Bridge
Warrants") issued in connection with bridge financing to the Company.
Pursuant to Rule 416 of the Securities Act, this Registration Statement
also covers any additional common shares which may become issuable by
reason of the antidilution provisions of the Bridge Warrants. Registration
fee calculated to Rule 457(g)(1).
(8) Registration fee calculated pursuant to Rule 457(h)(1).

(9) Represents Common Stock issuable upon exercise of options issued to
Manhattan West, Inc. as part of their Consulting Agreement with the
Company. Registration fee calculated pursuant to Rule 457(g)(1).

MIRAGE HOLDINGS, INC.

CROSS REFERENCE SHEET

Pursuant to Item 501(b) of Regulations S-B

Showing Location in the Prospectus
of Information Required by Items of Form SB-2

Form SB-2 Item Number and Caption Prospectus

1. Forepart of Registration Statement and Outside Facing Page of Registration Statement: Outside Front
Front Cover Page of Prospectus................. Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of
Prospectus..................................... Available Information; Incorporation of Certain
Documents by Reference; Table of Contents
3. Summary Information; Risk Factors.............. Prospectus Summary; Risk Factors
4. Use of Proceeds................................ Prospectus Summary; Business of the Company; Use of Proceeds
5. Determination of Offering Price................ Risk Factors; Underwriting
6. Dilution....................................... Dilution
7. Selling Security Holders....................... Not Applicable
8. Plan of Distribution........................... Underwriting
9. Legal Proceedings.............................. Not Applicable
10. Directors, Executive Officers, Promoters and
Control Persons................................ Management and Principal Shareholders
11. Security Ownership of Certain Beneficial
Owners and Management.......................... Management and Principal Shareholders
12. Description of Securities to be Registered..... Description of Securities
13. Interests of Named Experts and Counsel......... Not Applicable
14. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities Indemnification of Directors and Officers
15. Organization Within Last Five Years............ Business of the Company
16. Description of Business........................ Business of the Company
17. Management's Discussion and Analysis of Plan of
Operation...................................... Management's Discussion and Analysis of Financial Condition
and Results of Operations
18. Description of Property....................... Business of the Company (Properties)
19. Certain Relationships and Related Transactions Certain Transactions
20. Market for Common Equity and Related
Stockholder Matters........................... Risk Factors; Underwriting
21. Executive Compensation........................ Total Executive Compensation
22. Consolidated Financial Statements............. Consolidated Financial Statements
23. Changes In and Disagreements With Accountants
on Accounting and Financial Disclosure........ Not Applicable

SUBJECT TO COMPLETION, DATED SEPTEMBER 16, 1997

PROSPECTUS
MIRAGE HOLDINGS, INC.
342,857 UNITS
EACH UNIT CONSISTING OF
ONE SHARE OF COMMON STOCK AND ONE WARRANT

Mirage Holdings, Inc., a Nevada corporation ("the Company"), is offering a
maximum of 342,857 Units and a minimum of 240,000 Units (the "Units") for $5.25
per Unit (the "Offering"). Each Unit consists of one share of the Company's
common stock (the "Common Stock") and one warrant to purchase one share of the
Company's Common Stock at an exercise price of $6.00 for a term of five years
(the "Warrants") (collectively, the "Securities"). The Warrants are detachable
from the Units at the discretion of the Company upon individual Unit holder
request. See "Description of Securities--Units, --Common Stock, and --
Warrants."

Additionally, 564,065 shares of Common Stock and 444,500 shares of Common
Stock underlying warrants of the Company are being registered herein and will be
sold from time to time by the shareholders described herein (the "Selling
Shareholders") in transactions in the national over-the-counter market or
otherwise at prices prevailing at the time of sale. The Company will not
receive any of the proceeds from the sale of any Shares by the Selling
Shareholders. All expenses incurred in registering the Shares are being borne
by the Company, but all selling and other expenses incurred by the Selling
Shareholders will be borne by the Selling Shareholders. See "Selling
Shareholders."

The Shares offered by the Selling Shareholders have been acquired by the
Selling Shareholders from the Company in private transactions and are
"restricted securities" under the Securities Act of 1933, as amended (the
"Act"), prior to their sale hereunder. This Prospectus has been prepared for
the purpose of registering the Shares under the Act to allow for future resales
by the Selling Shareholders to the public without restriction. To the knowledge
of the Company, the Selling Shareholders have made no arrangement with any
brokerage firm for the sale of the Shares. The Selling Shareholders may be
deemed to be "underwriters" within the meaning of the 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 Act. See "Plan of
Distribution."

No public securities market existed for the Company's Common Stock prior to
this Offering. Although the Company intends to apply to have the Common Stock
and the Common Stock underlying the Warrants included on the Over-the-Counter
Bulletin Board ("OTC/BB"), there can be no assurance that an active public
trading market for such securities will be developed or sustained. The Company
has applied for listing on the OTC/BB under the proposed symbol: "IDEA."

______________________
The Securities offered hereby involve a high degree of risk.
See "Risk Factors" commencing on page 4.
-----------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

Price to Public Underwriting Commissions/(1)/ Proceeds to Issuer or
Other Persons /(2)(3)/

Per Unit $5.25 $0.525 $4.725
Total /(3)/ $1,800,000.00 $180,000.00 $1,620,000
- --------------------------------------------------------------------------------------------------------------

(1) Does not include additional compensation to Veera Capital Corporation the
form of a non-accountable expense allowance equal to 3% of the gross
proceeds of the offering. See "Underwriting."

(2) Before deduction of estimated expenses of $82,500 payable by the Company,
not including the 3% non-accountable expense allowance. See
"Underwriting":

(3) There is no assurance that all or any of the Units will be sold. If the
Company fails to receive subscriptions for a minimum of 240,000 Units
within 120 days from the date of this Prospectus (or 150 days if extended
by the Company), the Offering will be terminated and any subscription
payments received will be promptly refunded within 5 days to subscribers,
without any deduction therefrom or any interest thereon. If subscriptions
for at least the minimum amount are received within such period, funds will
not be returned to investors and the Company may continue the Offering
until such period expires or subscriptions for all 342,857 Units have been
received, whichever comes first. The Units shall be held in an Escrow
Account for up to 150 days. During this time, investors cannot demand the
return of their investments. If the Company does not meet the required
minimum number of Units to be sold (240,000 Units), the investors, the
investors will be refunded their investment in full without interest.
Affiliates may purchase Units in the Offering and no limits have been
imposed in this regard, but no one has made any commitment to purchase any
portion of the Offering in order to reach the minimum.

The Units are being sold by the Company and offered by the Underwriters on
a "best efforts, minimum/maximum" basis, subject to prior sale, when, as and if
accepted by the Underwriters, and subject to certain conditions. The
Underwriters reserve the right to withdraw, cancel or modify such offer and to
reject orders in whole or in part. It is expected that the certificates
representing the shares of Common Stock will be ready for delivery at the
offices of Veera Capital Corporation, 19 Rector Street, Suite 2301, New York,
NY, 10006, within 10 business days after the date the Registration Statement is
declared effective by the SEC.

__________________________________

VEERA CAPITAL CORPORATION

The Date of this Prospectus is September 15, 1997

IN CONNECTION WITH THIS OFFERING, THE UNDRWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SHARES AT A
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by reference to, and should
be read in conjunction with, the more detailed information and the Consolidated
Financial Statements (including the notes thereto) appearing elsewhere in this
Prospectus. Unless otherwise specifically referenced, all references to dollar
amounts refer to United States dollars.

The Company

Mirage Holdings, Inc. (the "Company") was formed for the purpose of
marketing unique fashions. The Company specializes in the marketing of fashions
targeted toward the segment where discriminating customers are always looking
for unique and innovative products. The origin of these designs is mainly from
India and Pakistan but not limited to these countries. Management of the
Company is continuously in search of new ideas, regardless of the ethnic
background.

Management of the Company believed they could fill a niche in the apparel
market by importing these fashions. The economic feasibility of this idea was
studied by conducting a market research over a period of one year. The results
were very encouraging. The study identified two main areas of profitability:
the existing affluent market segments of Indian and Pakistani people living in
the United States and Canada who are always thirsty for new fashions from their
countries, as well as the growing demand in the mainstream American market of
designs that are different than the usual.

To explore the potential presented by these opportunities, the Company was
formed with the goal to be the dominant supplier of fashionwear in these
specialty market segments in the United States and Canada.

As of September 1, 1997, the Company had 1,814,065 Common shares issued
and outstanding and 444,500 warrants to purchase one share of Common Stock for
$0.75 outstanding. The Company will have 2,054,065 shares of Common Stock
outstanding after the Offering if the minimum amount is sold hereunder and
2,156,922 Common shares outstanding if the maximum amount is sold hereunder,
without giving effect to the exercise of any warrants. Assuming exercise of all
warrants, including the Unit Warrants, the Company will have 2,738,565 shares of
Common Stock outstanding after the Offering if the minimum amount is sold
hereunder and 2,944,279 shares of Common Stock if the maximum amount is sold
hereunder. The Company also has 500,000 common shares reserved for issuance
under its stock option plan, of which 120,000 options have been issued.

From July 1, 1995 through June 30, 1997, the Company had aggregate
revenues of $412,202 from the sale of its products. The Company's cumulative
loss from operations for the respective period was $142,629. Successful
development of the Company's products and successful implementation of the
Company's marketing plan are necessary for the Company to commence generating
substantial operating revenues or to achieve profitability.

Mirage Holdings, Inc. was incorporated under the laws of the State of
Nevada on March 18, 1997. Mirage Collection, Inc., a wholly-owned subsidiary of
Mirage Holdings, Inc., began business as a partnership July 1, 1995, and was
reorganized into a corporation in the State of Nevada pursuant to Internal
Revenue Code Section 351 on April 1, 1997. The address of the Company's
principal executive offices is: 225 Santa Monica Boulevard, Suite 410, Santa
Monica, CA, 90401. The Company's telephone number is (310) 395-3155.

Unless otherwise noted, the "Company" as used in this Prospectus, will
refer to the consolidated entities described above.

The Offering

Securities Offered....... A maximum of 342,857 Units and a minimum of 240,000
Units. Each Unit consists of one share of Common
Stock and one Warrant to purchase one share of the
Company's Common Stock at an exercise price of $6.00
for a term of five years. See "Description of
Securities--Units, --Common Stock, and--Warrants."

Offering Price........... $5.25 per Unit.

Securities Offered by
Selling Shareholders..... 564,065 shares of Common Stock and 444,500 shares of
Common Stock underlying warrants

Common Stock Outstanding. 1,814,065 shares as of September 1, 1997; 2,054,065
shares if the minimum amount is raised hereunder;
2,156,922 shares if the maximum amount is raised
hereunder. In addition, the Company has 444,500
warrants outstanding as of September 1, 1997, and
will have an additional 240,000 warrants outstanding
if the minimum amount is raised hereunder and an
additional 342,857 warrants outstanding if the
maximum amount is raised hereunder. See "Description
of Securities." The Company has 500,000 common
shares reserved for issuance under its stock option
plan, of which 120,000 options have been issued to
date. See "Management-- Employment and Related
Agreements."

Proposed OTC/BB Symbol... Common Stock: IDEA.

Use of Proceeds.......... The Company intends to apply the net proceeds of
this Offering primarily to expand its sales force
and advertising activities; increase inventory;
establish distribution channels; enter the software
industry of India/Pakistan; perform market research
into the entertainment industry of India/Pakistan;
and working capital. See "Use of Proceeds."

Risk Factors............. The securities offered hereby involve a high degree
of risk and immediate substantial dilution. See
"Risk Factors."

Selected Consolidated Financial Data

The following table presents selected historical financial data for the Company
derived from the Company's Consolidated Financial Statements. The historical
financial data are qualified in their entirety by reference to, and should be
read in conjunction with, the Consolidated Financial Statements and notes
thereto of the Company, which are incorporated by reference into this
Prospectus. The following data should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Consolidated Financial Statements of the Company and the notes thereto
included elsewhere in this Prospectus.

Period July 1, 1996 Period July 1, 1995
to to
June 30, 1997(1) June 30, 1996
------------------------ ----------------------

Statement of Operations
Data:
Revenue $212,972 $199,230
Net loss $(80,334) $(62,295)

June 30, 1997 June 30, 1996
----------------------- ---------------------
Balance Sheet Data:
Current assets $141,549 $ 70,749
Notes receiveable $113,104 $ ---
Total property and equipment, net $ 41,945 $ 39,629
Investments $200,000 $ ---
Other $ 43,730 $ 3,730
Total assets $113,104 $114,108
$130,909
Total current liabilities $135,475 $104,842
Long term notes & loans $ --- $ ---
Partner's equity $ --- $ 9,266
Total liabilities and partner's equity $114,108
Stockholders equity $273,944
Total liabilities and stockholders equity $540,328

_____________________

(1) The period from July 1, 1996 to June 30, 1997 represents the operations for
the entire year of the operating entity. The operating entity was acquired
on April 1, 1997 and was reorganized as a corporation on that date.

RISK FACTORS

An investment in the Securities offered in this Prospectus involves a high
degree of risk and should only be made by persons who can afford the loss of
their entire investment. Accordingly, prospective investors should consider
carefully the following factors, in addition to the other information concerning
the Company and its business contained in this Prospectus, before purchasing the
Securities offered hereby.

Limited Operating History. The Company began operations on April 17, 1995,
and first sold its product in April 1995. While the Company is generating some
revenues, it has not generated net income since its inception. (See Operating
Losses.) The Company's success is dependent upon the successful development and
marketing of its products, as to which there is no assurance. Unanticipated
problems, expenses, and delays are frequently encountered in establishing a new
business and marketing and developing products. These include, but are not
limited to, competition, the need to develop customer support capabilities and
market expertise, setbacks in product development, market acceptance, sales, and
marketing. The failure of the Company to meet any of these conditions would
have a materially adverse effect upon the Company and may force the Company to
reduce or curtail operations. No assurance can be given that the Company can or
will ever operate profitably. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations," "The Company--Marketing" and "--
Competition."

Dependence on Few Products. The Company currently derives all of its sales
revenue from the sale of its products. The Company expects that sales of such
products will continue to represent a substantial portion of its sales revenue
unless and until the Company fully develops and markets additional products. In
the event the Company's introduction of new products is delayed or is eventually
unsuccessful, the Company will be forced to rely upon revenues generated by the
products. In the event revenues generated by any one of these products
decline, the Company's financial condition could be adversely and materially
effected. See "Business of the Company--Products."

Operating Losses. The Company has not been profitable since its inception.
For the period beginning April 17, 1995 (date of inception) to June 30, 1995 and
the period beginning July 1, 1995 to June 30, 1996, the Company incurred net
operating losses of $6,305 (unaudited) and $62,295 (audited), respectively. For
the year ended June 30, 1997, the Company incurred a net loss (pro forma) of
$80,334 (audited). The Company expects to continue to incur losses at least
through fiscal 1997, and there can be no assurance that the Company will achieve
or maintain profitability or that its revenue growth can be sustained in the
future. See Financial Statements.

Future Capital Needs Could Result in Dilution to Investors; Additional
Financing Could be Unavailable or Have Unfavorable Terms. The Company's future
capital requirements will depend on many factors, including cash flow from
operations, progress in its research and development, competing market
developments, and the Company's ability to market its proposed products
successfully. Although the Company currently has no specific plans or
arrangements for financing other than this Offering and no commitments for
future financing, to the extent that the funds generated by this Offering are
insufficient to fund the Company's activities, it may be necessary to raise
additional funds through equity or debt financings. Any equity financings could
result in dilution to the Company's then-existing stockholders. Sources of debt
financing may result in higher interest expense. Any financing, if available,
may be on terms unfavorable to the Company. If adequate funds are not obtained,
the Company may be required to reduce or curtail operations. The Company
anticipates that its existing capital resources, together with the net proceeds
of this Offering, will be adequate to satisfy its operating expenses and capital
requirements for at least 12 months after the Offering. However, such estimates
may prove to be inaccurate. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations," "Business of the Company" and
Financial Statements.

Investors Could Be Without Funds and Securities for up to 150 Days. The
Units shall be held in an Escrow Account for up to 150 days. During this time,
investors cannot demand return of their investments. If the Company does not
meet the required minimum number of securities to be sold (240,000 Units), the
investors will be refunded their investment in full without interest. See
"Underwriting."

Economic Conditions and Consumer Spending. As with other retail businesses,
the Company's results may be adversely affected by unfavorable local, regional
or national economic conditions affecting disposable consumer income. There can
be no assurance that consumer spending will not decline in response to economic
conditions, thereby adversely affecting the Company's growth, net sales, and
profitability. Currently, the Company has a limited customer base as its sales
are focused in the Los Angeles, California region, with some sales targeted at
national conventions for Indian and Pakistani professionals, such as doctors'
and lawyers' conventions.

Unpredictable Product Acceptance; Lack of Distribution Agreements. There can
be no assurance that the Company's marketing and/or sales strategies will be
effective and that consumers will buy the Company's products. The failure of
the Company to penetrate its markets would have a material adverse effect upon
the Company's operations and prospects. Market acceptance of the Company's
products will depend in part upon the ability of the Company to demonstrate the
advantages of its products over competing products. In addition, the Company's
sales strategy for its products contemplates sales to markets yet to be
established. Also, the Company currently has no distribution agreements for any
of its products in place. See "Business of the Company--Marketing" and "--
Competition."

Competition. The retail apparel business is highly competitive and is
expected to remain so despite consolidation in the industry. The Company
competes primarily with other specialty retailers and to a lesser degree with
department stores and other retailers and catalogers engaged in the retail sale
of apparel. Most of these competitors have significantly greater financial,
marketing and other resources than the Company. The Company believes that its
emphasis on unique, ethnic fashions and its marketing focus on ethnic markets
makes it less vulnerable to changes in fashion trends than many general apparel
retailers; however, the Company's sales and profitability depend upon the
continued demand for its unique styles. See "Business of the Company--
Competition" and "--Marketing."

Difficulty of Planned Expansion; Management of Growth. The Company has
expanded its operations rapidly, and it plans to continue to further expand its
level of operations in all areas following the Offering. The Company's
operating results will be adversely affected if net sales do not increase
sufficiently to compensate for the increase in operating expenses caused by this
expansion. In addition, the Company's planned expansion of operations may cause
significant strain on the Company's management, technical, financial, and other
resources. To manage its growth effectively, the Company must continue to
improve and expand its existing resources and management information systems and
must attract, train, and motivate qualified managers and employees. There can
be no assurance, however, that the Company will successfully be able to achieve
these goals. If the Company is unable to manage growth effectively, its
operating results will be adversely affected.

Dependence Upon Key Personnel. The Company's success depends, to a
significant extent, upon a number of key employees. The loss of services of one
or more of these employees could have a material adverse effect on the business
of the Company. The Company believes that its future success will also depend
in part upon its ability to attract, retain, and motivate qualified personnel,
and consequently has entered into employment agreements with certain key
officers. Competition for such personnel is intense. There can be no assurance
that the Company will be successful in attracting and retaining such personnel.
The Company does not have "key person" life insurance on any of its key
employees. See "Management."

One Outside Director. The Company's Board of Directors presently consists of
three (3) directors: Najeeb U. Ghauri, President; Irfan Mustafa; and Gill
Champion, Vice President. Therefore, the Company's Board of Directors has only
one outside director (Mr. Mustafa) and, as they constitute a majority of the
directors, insiders may be able to control certain policies, actions, and
decisions of the Company. While the Company has agreed that, upon completion of
the Offering, the Board of Directors will increase its size to five, of which a
majority shall be outside directors, there

can be no assurance that the Company will be able to retain qualified outside
directors. See "Management--Directors and Executive Officers.

Reliance on Independent Subcontractors for Design and Manufacture of the
Company's Product Line. The Company does not maintain its own production
facilities to design and manufacture the product line and does not intend to do
so in the foreseeable future. The Company's products are designed and produced
by independent companies. In the event the Company were to have difficulties
with its present suppliers, the Company could experience delays in supplying
products to its customers and potentially be forced to discontinue a product
line. Any negative change in the Company's relationship with its suppliers
could have a material adverse impact on the Company's business, financial
condition and results of operations unless the Company could quickly find a
replacement supplier. See "Business of the Company--Distribution."

Potential Conflicts of Interest Between the Company and its Officers,
Directors, and Shareholders. The interest of Investors and Shareholders may be
inconsistent in some respects with the interests of the principals of the
Company. The risk exists that such conflicts will not be resolved in the best
interest of the Company. Further, the Company will rely on its Officers and
Directors to manage the Company's business operations. All Officers and
Directors will devote as much of their time to the business of the Company as,
in their judgment, is reasonably necessary to operate the Company in a
profitable manner. These individuals may engage for their own account, or the
account of others in other business ventures for which the Company is not
entitled to compensation. At some time in the future, the Company may compete
for the management services of the Officers of the Company. As a result, these
individuals may be placed in a position where their decision to favor other
operations in which they are associated over those of the Company will result in
a conflict of interest. In allocating their time, they will recognize their
fiduciary obligations to the Company, the prevailing industry standards, and the
financial situation of the Company. Further, the Company has accepted a loan
from one of its officers and directors as well as a loan from the brother of one
of its officers and directors. These situations create a potential conflict of
interest situation where the officers and directors could act in the best
interest of themselves and their families rather than the Company. The
Company's management believes that the terms of these transactions are no less
favorable to the Company than would have been obtained from an unaffiliated
third party in similar transactions. All future transactions with affiliates
will be on terms no less favorable than could be obtained from unaffiliated
third parties, and will be approved by a majority of the disinterested
directors. The Company has agreed with certain state regulatory authorities
that so long as the Company's securities are registered in such states, or one
year from the date of this prospectus, whichever is longer, the Company will not
make loans to its officers, directors, employees, or principal shareholders,
except for loans made in the ordinary course of business, such as travel
advances, expense account advances, relocation advances, or reasonable salary
advances. However, any of the relationships disclosed herein could result in a
conflict of interest for the Company. See "Certain Transactions," and
"Principal Shareholders."

Lack of Dividends. The Company has never paid any cash dividends on its
Common Stock and does not anticipate paying any cash dividends in the future.
The Company currently intends to retain future earnings, if any, to fund the
development and growth of its business. See "Dividend Policy."

Dilution. Purchasers of shares of Common Stock in the Offering will
experience immediate dilution of $4.62 per share (88%) if the minimum amount is
sold or $4.44 per share (85%) if the maximum amount is sold (based on the
initial public offering price of $5.25 per share) in the net tangible book value
of the shares from the initial public offering price. The shares sold by the
Company in the Offering represent 12% of the total shares of Common Stock
outstanding following the Offering if the minimum amount is sold or 16% of the
total shares of Common Stock outstanding following the Offering if the maximum
amount is sold hereunder and represent a cash contribution of 81.24% of the
aggregate book value or cash contributions to the Company if the minimum amount
is sold or a cash contribution of 86.08% of the aggregate book value or cash
contributions to the Company if the maximum amount is sold. See "Dilution."

Control by Existing Shareholders. Upon completion of this Offering, the
Company's existing shareholders will beneficially own approximately 88% of the
outstanding Common Stock if the minimum amount is sold or

approximately 84% of the outstanding Common Stock if the maximum amount is sold.
Of these shares, the Company's officers and directors, together with
shareholders who beneficially own more than five percent of the outstanding
stock of the Company, will beneficially own approximately 61.4% of the
outstanding Common Stock if the minimum amount is sold or approximately 58.5% of
the outstanding Common Stock if the maximum amount is sold hereunder. Investors
purchasing shares pursuant to this Offering will beneficially own approximately
11.7% of the outstanding Common Stock if the minimum amount is sold or
approximately 15.9% of the outstanding Common Stock if the maximum amount is
sold. As a result, all or certain combinations of the Company's existing
shareholders, acting in concert, will have the ability to control the Board of
Directors and policies of the Company. See "Principal Stockholders"and "Certain
Transactions."

No Prior Public Market; Possible Volatility of Share Price. No public
securities market existed prior to this Offering for the Company's Common Stock.
Although the Company has applied to have the Common Stock included on the OTC/BB
System, there can be no assurance that an active public trading market for such
securities will be developed or sustained. Accordingly, purchasers of the
Common Stock may experience substantial difficulty selling such securities. The
offering price of the shares of Common Stock has been determined by negotiations
between the Company and the Representative and are not necessarily related to
the Company's existing market price, asset value, net worth, or other
established criteria of value. Additionally, potential investors should be
aware that the securities of the Company have recently sold at a substantial
discount to the public offering price herein. The Company and the
Representative considered the following factors in pricing the securities issued
in the recent private placement of the Company at $0.50 per share of Common
Stock and $0.10 per warrant versus the initial public offering price: at the
time of the private placement the Company was still developing its business
plan, the Company had minimal officer and director support, key personnel of the
Company were not yet in place, the Company was in the process of structuring its
public offering plan, the Company had not yet secured an underwriter for a
public offering, and there could be no assurance of a public market for the
securities. See "Underwriting."

Shares Eligible for Future Sale. Upon the closing of this Offering,
1,250,000 of the total of 1,814,065 shares of Common Stock outstanding prior to
this Offering will be "restricted securities" within the meaning of Rule 144
under the Securities Act of 1933 (the "Act"). All directors, officers, and
holders of 5% or more of the existing shares of Common Stock (whether restricted
or otherwise) have agreed not to sell any of their shares of Common Stock for a
period of 12 months after the date of this Prospectus without the prior written
consent of the Representative. At the end of that period, these shares will be
eligible for sale, subject in the case of restricted securities to the holding
period, volume limitations, and other conditions imposed by Rule 144.
Ordinarily, under Rule 144, a person holding restricted securities for a period
of one year may, every three months, sell in ordinary brokerage transactions or
in transactions directly with a market maker an amount equal to the greater of
one percent of the Company's then-outstanding Common Stock or the average weekly
trading volume during the four calendar weeks prior to such sale. In addition,
non-affiliates of the Company may sell unlimited amounts of restricted
securities after a holding period of one year. Future sales of such shares
could have an adverse effect on the market price of the Common Stock. See
"Description of Securities" and "Underwriting."

Risks Relating to Low-Price Stocks. The Company has applied for inclusion of
the Common Stock on the Over-the-Counter Bulletin Board ("OTC/BB") upon the
completion of this Offering. As a result, an investor could find it more
difficult to dispose of, or to obtain accurate quotations as to the market value
of, the Company's securities as compared to securities which are traded on the
Nasdaq trading market or on an exchange. In addition, trading in the Common
Stock would be covered by Rules 15g-1 through 15g-100 promulgated under the
Securities Exchange Act of 1934 for non-Nasdaq and non-exchange listed
securities. Under this rule, broker-dealers who recommend such securities must
satisfy burdensome sales practice requirements, including a requirement that
they make an individualized written suitability determination for the purchaser
and receive the purchaser's written consent prior to the transaction. The
Securities Enforcement and Penny Stock Reform Act of 1990 (the "Reform Act")
also requires additional disclosure in connection with any trades involving a
stock defined as a "penny stock" (generally, according to recent regulations
adopted by the Commission, any equity security that has a market price of less
than $5.00 per share, subject to certain exceptions), including the delivery,
prior to any penny stock transaction, of a disclosure schedule explaining the
penny stock market and the risks associated therewith, the requirement that a
broker-dealer must 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. The regulations governing low-priced or penny stocks could limit the
ability of broker-dealers to sell the Company's securities and thus the ability
of the purchasers of this Offering to sell their securities in the secondary
market.

Inexperienced Underwriter. Veera Capital Corporation has no experience in
underwriting public offerings. This Offering is the first public offering Veera
Capital will underwrite. There can be no assurance that the Underwriter's lack
of experience will not adversely affect the Offering or the ability to maintain
a market for the Company's Common Stock following the completion of the
Offering. Accordingly, the market for the Company's Common Stock could be
adversely affected if other firms are unwilling to make a market in the Common
Stock.

DILUTION

Dilution is the difference between the public offering price of $5.25 per
share for the Common Stock offered herein, and the net tangible book value per
share of the Common Stock immediately after its purchase. The Company's net
tangible book value per share is calculated by subtracting the Company's total
liabilities from its total assets less any intangible assets, and then dividing
by the number of shares then outstanding.

The net tangible book value of the Company prior to this Offering, based on
June 30, 1997 financial statements, was $233,944. Prior to selling any shares
in this Offering, the Company has 1,814,065 shares of Common Stock outstanding.

If the maximum Shares offered herein are sold, the Company will have
2,156,922 shares outstanding upon completion of the Offering. The post offering
pro forma net tangible book value of the Company, which gives effect to receipt
of the net proceeds from the Offering and issuance of additional Shares of
Common Stock in the Offering, but does not take into consideration the Unit
Warrants sold in the Offering nor any other changes in the net tangible book
value of the Company after June 30, 1997, will be $1,757,444 or $0.81 per share,
approximately. This would result in dilution to investors in this Offering of
$4.44 per share or 85% from the public offering price of $5.25 per Share. Net
tangible book value per share would increase to the benefit of present
shareholders from $0.01 prior to the Offering to $0.81 after the Offering, or an
increase of $0.80 per share attributable to the purchase of the Shares by
investors in this Offering.

If only the minimum number of Shares is sold, the Company will have 2,054,065
shares outstanding upon completion of the Offering. The post offering pro forma
net tangible book value of the Company will be $1,287,644 or $0.63 per share,
approximately. This would result in dilution to investors in this Offering of
$4.62 per share or 88% from the public offering price of $5.25 per Share. Net
tangible book value per share would increase to the benefit of present
shareholders from $0.01 prior to the Offering to $0.63 after the Offering, or an
increase of $0.62 per share attributable to the purchase of the Shares by
investors in this Offering.

The following table sets forth the estimated net tangible book value per
share after the Offering and the dilution to persons purchasing Shares based on
the foregoing minimum and maximum offering assumptions

Minimum /(1)/ Maximum /(2)/

Initial public offering price (per share) $ 5.25 $ 5.25

Net tangible book value per share before the Offering $ 0.01 $ 0.01

Increase per share attributable to payments by new investors $ 0.62 $ 0.80

Pro forma net tangible book value per share after the Offering $ 0.63 $ 0.81

Dilution per share to new investors 4.62 (88 %) 4.44 (85%)
- --------------------------------------------------------------------------------------------------------------

COMPARATIVE DATA

The following charts illustrate the pro forma proportionate ownership in the
Company. Upon completion of the Offering under alternative minimum and maximum
offering assumptions, of present shareholders and of investors in this Offering,
compared to the relative amounts paid and contributed to capital of the Company
by present shareholders and by investors in this Offering, assuming no changes
in net tangible book value other than those resulting from the Offering.

MINIMUM OFFERING Average Price
Shares Purchased Total Consideration Per Share
------------------------------- ------------------------------------ --------------
Percent Percent
------------- ---------------- ---------------- -------------------

Existing shareholders 1,814,065 88% $ 291,024/(3)/ 18.76% $0.16

New investors 240,000 12% $1,260,000/(4)/ 81.24% $5.25
--------- --- ------------ -----
Total 2,054,065 100% $1,551,024 100.0%
========= === ============ =====
- -------------------------------------------------------------------------------------------------------------------------

MAXIMUM OFFERING Average Price
Shares Purchased Total Consideration Per Share
-------------------------------- --------------------------------------- ----------------
Percent Percent
------------- ---------------- ----------------- -------------------

Existing shareholders 1,814,065 84% $ 291,024/(3)/ 13.92% $0.16

New investors 342,857 16% $1,800,000/(5)/ 86.08% $5.25
--------- --- ------------ -----
Total 2,156,922 100% $2,091,024 100.0%
========= === ============ =====
- -------------------------------------------------------------------------------------------------------------------------

__________________________

(1) Assumes $1,013,700 net proceeds from sale of 240,000 Units.
(2) Assumes $1,483,500 net proceeds from sale of 342,857 Units.

(3) Based on capital contributions from inception to June 30, 1997 (net).
(4) Assumes gross proceeds from offering of 240,000 Units.
(5) Assumes gross proceeds from offering of 342,857 Units.

USE OF PROCEEDS

The net proceeds to the Company (at an initial public offering price of
$5.25 per Unit) from the sale of the Units offered hereby (less commissions of
10%, the Representative's non-accountable expense allowance of 3% and expenses
of this Offering (estimated at $82,500)) are estimated to be approximately
$1,013,700 if the minimum amount is raised hereunder and $1,483,500 if the
maximum amount is raised, excluding any proceeds from the exercise of the Unit
Warrants.

USE OF PROCEEDS
Minimum Percent Maximum Percent

Expansion of the Company's sales force $ 218,190 21.5% $ 268,513 18.1%
and establishment of advertising and
promotion activities
Increasing the variety of product by $ 218,190 21.5% $ 268,513 18.1%
adding new designers and increasing
the level of inventory or products
Establish import/export distribution $ 218,190 21.5% $ 242,306 16.4%
channels
Market research to determine viability $ 143,652 14.2% $ 242,305 16.3%
of entering entertainment industry
Market research to determine viability $ 143,652 14.2% $ 242,305 16.3%
of increasing participation in
software industry
Working capital $ 71,826 7.1% $ 219,558 14.8%
TOTALS $1,013,700 100% $1,483,500 100%

The allocation of net proceeds set forth above represents the Company's
current estimates based upon its current plans and upon certain assumptions
regarding the progress of development of its products, changing competitive
conditions, the ongoing evaluation and determination of the commercial potential
of the Company's products and the Company's ability to enter into agreements.
These assumptions include the facts that the Company's retail clothing line will
continue to increase its sales in order to support an expansion of its sales
force and establishment of advertising and promotional activities; the Company
will be able to attract new designers and purchase additional inventory from
such designers; the Company will be able to establish import/export distribution
channels for its retail clothing line between the United States, India, and
Pakistan. If any of these factors change, the Company may reallocate some of
the net proceeds within or between the above-described categories. The Company
believes that the funds generated by this Offering, together with current
resources, will be sufficient to fund working capital and capital requirements
for at least 12 months from the date of this Prospectus.

DIVIDEND POLICY

The Company has never paid any cash dividends on its Common Stock and does
not anticipate paying any cash dividends in the future. The Company currently
intends to retain future earnings, if any, to fund the development and growth of
its business.

CAPITALIZATION

The following table sets forth the capitalization of the Company as of June
30, 1997 and as adjusted to give effect to the sale by the Company of a minimum
of 240,000 Units at an offering price of $5.25 per Unit and the application of
the net proceeds of $1,013,700 therefrom and as adjusted to give effect to the
sale by the Company of a maximum of 342,857 Units at an offering price of $5.25
per Unit and the application of the net proceeds of $1,483,500 therefrom.

Minimum Maximum
June 30, 1997 As Adjusted As Adjusted
-------------- ------------ ------------

Short-term debt:

Accounts payable and accrued expenses $ 33,723 $ 8,304 $ 8,304
Notes payable $ 92,279 $ 86,514 $ 86,514
Interest payable $ 4,907 $ 4,907 $ 4,907
-------- ---------- ----------

Total short-term debt $130,909 $ 99,725 $ 99,725
======== ========== ==========

Long term liabilities: commission and notes payable $135,475 $ 135,475 $ 135,475

Stockholders' equity:

Common Stock, $0.001 par value
2,500,000 shares authorized,
1,814,065 issued and outstanding,
2,054,065 if minimum amount is sold,
2,156,922 if maximum amount is sold $ 1,814 $ 2,054 $ 2,157
Additional paid-in capital $289,210 $1,302,670 $1,772,367
Accumulated deficit $(17,080) $ (17,080) $ (17,080)
Total stockholders' equity $273,944 $1,287,644 $1,757,444
======== ========== ==========

SELECTED FINANCIAL DATA

The following selected financial data are qualified by reference to, and
should be read in conjunction with, the Financial Statements, related Notes to
Financial Statements and Report of Independent Public Accountants, and
Management's Discussion and Analysis of Financial Condition and Results of
Operations contained elsewhere herein. The following tables summarize certain
selected financial data of the Company for the fiscal year ended June 30, 1996
(audited), and the fiscal year ended June 30, 1997 (audited). The data has been
derived from Financial Statements included elsewhere in this Prospectus that
were audited by Hoffski & Pisano, P.C., (June 30, 1996) and by Stonefield
Josephson, Inc. (June 30, 1997). No dividends have been paid for any of the
periods presented.

Period July 1, 1996 Period July 1, 1995
to to
June 30, 1997 /(1)/ June 30, 1996
-------------------- --------------------

Statement of Operations Data:
Revenue $212,972 $199,230
Net loss $(80,334) $(62,295)

June 30, 1997 June 30, 1996
-------------------- --------------------
Balance Sheet Data:
Current assets $141,549 $ 70,749
Notes receivable $113,104 $ ---
Total property and equipment, net $ 41,945 $ 39,629
Investments $200,000 $ ---
Other $ 43,730 $ 3,730
Total assets $113,104 $114,108
$130,909
Total current liabilities $135,475 $104,842
Long term notes & loans $ --- $ ---
Partner's equity $ --- $ 9,266
Total liabilities and partner's equity $114,108

Stockholders equity $273,944

Total liabilities and stockholders equity $540,328

_______________________

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

General

The Company was formed in April 1995 and incorporated on March 18, 1997 for
the purpose of marketing and selling unique clothing. The Company has
generated nominal revenues to date. It has accumulated losses from operations
of $148,934 since its initial inception in April 1995 through June 30, 1997.

Mirage Holdings, Inc. was incorporated under the laws of the State of Nevada
on March 18, 1997. Mirage Collection, Inc., a wholly-owned subsidiary of Mirage
Holdings, Inc., formally began business as a partnership July 1, 1995, and was
reorganized into a corporation in the State of Nevada pursuant to Internal
Revenue Code Section 351 on April 1, 1997. Therefore, this discussion and
analysis and the financial statements included herein are based on a partnership
entity for the year ended 1996. The year ended 1997 includes operations of the
partnership and corporation.

Results of Operations

Year Ended Year Ended
June 30, 1997 June 30, 1996
-------------- -------------

Net sales 212,972 199,230
Cost of goods sold 149,501 160,350
Gross profit 63,471 38,880
Selling, general & administrative expenses 180,098 97,192
Net (loss) (80,334) (62,295)

Fiscal Year Ended June 30, 1997 compared to Fiscal Year Ended June 30, 1996

Revenues:

The Company's sales for the year ended June 30, 1997 were $212,972 (average
of $17,748 per month) as compared to $199,230 for the fiscal year ended June 30,
1996 (average of $16,603 per month). This increase is largely due to increased
advertising and marketing efforts. The Company is also targeting a broader
market by selling lower to middle end merchandise as well.

Cost of goods sold and gross profit:

The Company's gross profit was approximately 30% for the year ended June 30,
1997 as compared to 19.5% for the fiscal year ended June 30, 1996. The gross
profit percentage has increased largely because the Company is able to purchase
at a lower cost and sell its merchandise for a higher gross profit.

Selling, general and administrative expenses:

Selling, general, and administrative expenses for the year ended June 30,
1997 were $180,098 (average of $15,008 per month) as compared to $97,192 for the
fiscal year ended June 30, 1996 (average of $8,099 per month). The increase is,
in part, due to opening of a new store in Diamond Bar.

Liquidity and Capital Resources

Since its inception, the Company has funded its capital requirements through
partners' contributions of cash in the cumulative amount of $165,738 since April
17, 1995 (inception) to December 31, 1996.

On February 26, 1997, the Company issued an unsecured note to Manhattan
West, Inc. in exchange for loans in the principal amount of $46,997. The note
is due on February 26, 2000 and bears interest at the rate of 10% per annum.
The note contains a conversion feature whereby Manhattan West, Inc. may, at any
time, convert the balance due and owing to it into share of Common Stock of the
Company at the rate of $0.50 per share. As of the date of this Prospectus, the
balance due on the note is $37,678 plus accrued interest. See "Certain
Transactions."

On April 10, 1997, the Company commenced a private placement (the "Private
Placement") of 564,065 shares of the Company's common stock at a purchase price
of $0.50 per share (the "Private Placement Stock") and 445,500 warrants, each
warrant to purchase one share of the Company's common stock at an exercise price
of $0.75 for a term of five years at a purchase price of $0.10 per warrant (the
"Private Placement Warrants"). The Private Placement was exempt from the
registration provisions of the Act by virtue of Section 4(2) of the Act, as
transactions by an issuer not involving any public offering. The securities
issued pursuant to the Private Placement were restricted securities as defined
in Rule 144. The Private Placement Stock and the Common Stock underlying the
Private Placement Warrants are being registered herein. The offering generated
net proceeds of approximately $290,000. The Company used the net proceeds of
the private offering as follows: (1) $200,000 for the acquisition of a 10%
ownership interest of Network Solutions (PVT) Limited, a software development
firm in Lahore, Pakistan ("NetSol") (see "Business of the Company--General");
(2) $50,000 for the retainer fee for Horwitz & Beam, Inc. to prepare the
Company's Registration Statement and to act as counsel to the Company in
connection with the filing of the Registration Statement; and (3) $40,000 for
working capital.

At June 30, 1997, the Company had outstanding current liabilities of
$130,909. The Company anticipates satisfying its current liabilities in the
ordinary course of business from revenues and notes receivable.

Capital expenditures during the period from inception through June 30, 1997
were $56,025. Over the next 12 months, the Company plans to upgrade its
management information system, telecommunications system, and office equipment
to accommodate anticipated growth plans. The Company anticipates these upgrades
and acquisitions may require estimated expenditures of approximately $50,000
over the next 12 months. The Company anticipates financing these expenditures
through revenues and working capital raised in this Offering.

The Company does not believe that inflation has had a significant impact on
its operations since inception of the Company.

Seasonality

Like most retailers, the Company's business is subject to seasonable
fluctuations, with an increase in sales and revenues occurring during the fourth
quarter of each year, mostly due to holiday purchasing. Because of the
seasonality of the Company's business, results for any quarter are not
necessarily indicative of the results that may be achieved for the full year.

BUSINESS OF THE COMPANY

GENERAL

The Company specializes in the marketing of fashions targeted towards the
segment where discriminating customers are always looking for unique and
innovative products. The origin of these designs is mainly from India and
Pakistan but not limited to these countries. The management of the Company is
continuously in search of new ideas regardless of the ethnic background.

The idea was to fill this niche in the apparel market by importing these
fashions. The economic feasibility of this idea was studied by conducting a
market research over a period of one year. The market research consisted of
documentary research into the income, affluence, and spending habits and
preferences of the Company's target market (the Indian-Pakistani population
living in the United States), some of which follows. Additionally, a series of
fashion shows and exhibitions of the apparel were held at conventions around the
country. The locations of these shows included St. Louis, Missouri; Chicago,
Illinois; San Francisco, California; Seattle, Washington; Brea, California; and
Fullerton, California. The shows and exhibitions indicated the level of
interest and purchasing in certain lines of apparel in various areas around the
country. The results were very encouraging. The study identified two main
areas of profitability: the existing affluent market segment of Indian and
Pakistani people who are always thirsty of new fashions from their countries, as
well as the growing demand in the mainstream American market of designs that are
different than the usual.

To explore the potential presented by these opportunities, Mirage Collection
was formed with the goal to be the dominant supplier of fashionwear in these
specialty market segments in the United States and Canada.

In the future, the Company may also pursue other business opportunities in
the United States and Canada which arise out of its relationships with the
Indian and Pakistan communities. India ranks as one of the ten largest emerging
markets in the world, according to the U.S. Department of Commerce. India has
been called the "Silicon Valley of the East" and houses many high-tech
corporations, including Motorola and Hewlett Packard. (National Geographic, May
1997.) The Company anticipates that such opportunities may arise in the
software and entertainment industries.

On March 30, 1997, the Company purchased 10% of the outstanding capital
stock of Network Solutions (PVT) Limited, a software development firm in Lahore,
Pakistan ("NetSol"), in exchange for the payment of $200,000. The cash
consideration of $200,000 was paid by the Company from the net proceeds of the
Private Placement. NetSol was incorporated in Pakistan on August 22, 1996,
under the Companies Ordinance, 1984, as a private company limited by shares.
The principal business of NetSol is the development and export of software. At
June 30, 1997, NetSol had net assets of $336,086, sales of $258,282, and a net
profit of $45,853 for the period of August 22, 1996 (date of inception) through
June 30, 1997. Through its 10% ownership interest in NetSol, the Company can
assist NetSol in marketing its software development services to North American
and European clients.

The Company has also identified a niche market existing in the entertainment
industry in that, currently, there are no significant entertainment venues
catering to the Indian/Pakistani communities in the United States. Management
of the Company believes that a significant opportunity exists in the development
of theme parks, virtual reality games, theme restaurants, and other
entertainment venues to serve this market. However, the Company has yet to
perform significant market research into this sector, no formal agreements have
been reached, and there can be no assurance as to the terms of any such
potential agreements nor that any agreements will ever be reached nor that the
Company will ever into this market.

Mirage Holdings, Inc. was incorporated under the laws of the State of Nevada
on March 18, 1997. Mirage Collection, Inc., a wholly-owned subsidiary of Mirage
Holdings, Inc. which actively conducts the retail clothing

business of the Company, began business as a partnership in July 1995, and was
reorganized into a corporation in the State of Nevada pursuant to Internal
Revenue Code Section 351 on April 1, 1997.

OVERVIEW OF THE COMPANY'S MARKETS

The United States is India's largest single trading partner. Between 1987
and 1993, United States exports to India rose 11% annually, slightly faster than
imports to the United States from India, which measured 10% a year. India's
exports to the United States increased 15% in 1994 and management of the Company
expects that India's exports will probably remain strong in subsequent years. In
1994, India's exports totaled $24 billion, of which $5.3 billion in goods was
exported to the United States. Annual growth rates of 5% to 10% are expected
between 1995 and 2000. (U.S. Global Trade Outlook: 1995-2000, U.S. Dept. of
Commerce.)

[CHART OF U.S. TRADE WITH INDIA, 1987-94]

PERFORMANCE GRAPH APPEARS HERE

- -----------------------------------------------------
Legend G H
- -----------------------------------------------------

Labels 93 94
- -----------------------------------------------------
Exports 4.6 5.4
- -----------------------------------------------------
Imports 2.76 2.5
- -----------------------------------------------------

Pakistan's single largest trading partner is also the United States.
Pakistan's total exports in 1993 were $6.7 billion. Both India's and Pakistan's
exports include clothing. (1997 Information Please Almanac, Atlas, and Yearbook,
Houghton Mifflin Company, Boston and New York, 1997.)

Estimated annual retail and wholesale sales of apparel and accessory stores
in the United States were $109.962 billion in 1995, a slight increase over 1994
sales of $109.881 billion. Imports of clothing and footwear in the United States
in 1995 were $51.632 billion, an increase over 1994 imports of $48.46 billion.
(1997 Information Please Almanac, Atlas, and Yearbook, Houghton Mifflin Company,
Boston and New York, 1997.)

The total Indian-Pakistani population in the United States (the "U.S. I-P
population") has been estimated at 4 million. There are large populations in
most major states with significant populations in New York, New Jersey,
California, Illinois, Florida, Washington, D.C., Maryland, North Carolina,
Pennsylvania, Connecticut, Texas, Massachusetts, Georgia, Ohio, Michigan, South
Carolina, and Tennessee. The average annual household income of the U.S. I-P
population is $80,000+. Thirteen percent earn more than $100,000 per year; 46%
have an annual income of $75,000 or greater; and nearly half earn at least
$50,000 per year. Ninety percent of the U.S. I.P. population own homes of which
more than half (51%) own their homes outright. More than half (53%) own two cars
and 12% own more than three cars. The U.S. I-P population is also educated as
70% have college degrees and 35% have advanced degrees (i.e., Master's, Ph.D.'s,
etc.). Seventy-nine percent of the U.S. I-P population is employed in
professional capacities (28%: executives or managers; 21%: doctors or dentists;
17%: engineers or scientists; and 13%: lawyers or accountants). (Zarposh
International, Trabuco Canyon, California, January 1, 1997.) Therefore,
management of the Company believes that its target market, the U.S. I-P
population, can afford to purchase unique fashions.

Due to the large U.S. I-P population, there is a high demand for ethnic
fashions. Most of these people are not able to travel to India or Pakistan
often due to professional commitments. Even when they do travel, it is hard for
them to find the right designers or boutiques. The Company conducted market
research over a one-year period before the opening of its first store and is
constantly reviewing opinions and needs of its customers to provide the products
that best suit their needs.

Reasons for seeking ethnic fashions:

. Desire of the I-P people to preserve and maintain their culture.

. Social commitments such as community events and casual gatherings
where the people like to wear the latest ethnic fashions.

BUSINESS STRATEGY

. The Company is researching the feasibility of setting up a production
facility in Pakistan. This can reduce costs and increase profit
margins.

. To explore new designers in India and Pakistan by traveling to these
countries every quarter. This will also help the Company to stay in
touch with the latest trends and fashions.

. To work with existing designers for a product line of everyday wear and
occasional wear to provide a variety to customers.

. Research the potential of opening stores in other major cities highly
populated by the I-P people such as Houston, Chicago, Atlanta, and New
York.

. To introduce the luxurious fabrics and intricate embroidered fashions
to the "entertainment industry," an affluent market which requires a
need for unique fashions due to social commitments.

. To introduce a modified/modern version of the shalwar-qamiz (long shirt
draped over loose palazzo-style pants) through department stores such
as Bloomingdales and Nordstrom catering to the mainstream middle class
and upper class.

. To aggressively market our products to the younger generation of the
ethnic market.

PRODUCTS

Most Indians wear light, loose clothing because of the hot climate. Bright
colors and white are common. Most Indian women wear a sari, a straight piece of
cloth draped around the body as a long dress. They place its loose end over the
head or shoulder. Wealthy women in India wear saris made of silk, with borders
of gold thread. Many of the women of northern India wear full trousers with a
long blouse and veil. (World Book Encyclopedia, World Book, Inc., 1995.)

Traditional Indian fashions have evolved over the years to compete with
western clothes which are also accessible to the younger generation of Indian
people. Modern Indian fashions include the lengha/cholis (skirt and short top),
and sarecs (six yards of fabric wrapped around the waist similar to a skirt with
the loose end draped over the shoulder) worn in different ways from traditional
to modern.

In Pakistan, the most common garment of both men and women is the shalwar-
qamiz, which consists of loose trousers and a long overblouse. Women may wear a
dupatta, a scarf, over their shoulders and head. Outside the home,

women usually cover themselves with a tent-like garment called a burqa. (World
Book Encyclopedia, World Book, Inc., 1995.)

Pakistani fashions have also evolved over the years as designers who are
exposed to western fashions have created traditional clothes in modern forms.
The trend these days is influenced by the Moguls who ruled in regions of
Afghanistan, Pakistan, and India from 1483 to 1739. The Mogul women adorn
themselves with elaborate costumes and precious jewels. The designers display
these traditions in the use of luxurious fabrics and intricate embroidery. The
Company offers shararas, ghararas, and peshwaz - traditional fashions with
contemporary hints, and shalwar/qamiz - traditional to modern versions.

The average retail price charged by the Company for one outfit is $150, but
prices range from under $100 to over $1,500. The Company also sells accessories
and costume jewelry.

COMPETITION

The retail apparel business is highly competitive and is expected to remain
so despite consolidation in the industry. The Company competes primarily with
other specialty retailers and to a lesser degree with department stores and
other retailers and catalogers engaged in the retail sale of apparel. Most of
these competitors have significantly greater financial, marketing and other
resources than the Company. The Company believes that its emphasis on unique,
ethnic fashions and its marketing focus on ethnic markets makes it less
vulnerable to changes in fashion trends than many general apparel retailers;
however, the Company's sales and profitability depend upon the continued demand
for its unique styles.

The Company's primary competitors are Yasmin which has four locations and
its principal store at 18161 Pioneer Boulevard, Artesia, California; Memsahib,
18161 Pioneer Boulevard, Artesia, California; and Raaz, Inc., Chicago, Illinois.
However, the Company's specific market is very fragmented and there may exist
numerous other small and large competitors.

COMPETITIVE ADVANTAGES

. The accessibility to top designers from both India and Pakistan.

. Involvement of buyers working with designers to understand the U.S.
market.

. The customer comes first approach gives people a level of comfort and
confidence which they may not find at other ethnic stores. This is
especially appealing to the younger generation who is exposed to the
western store concepts like greeting customers when they walk in.

. Due to detailed designs such as type of fabric or type of embroidery,
the Company trains the employees about the products so they are
confident when the customers ask questions.

MARKETING

Management of the Company devised a marketing strategy aimed at achieving
its goal of being the dominant supplier of fashionwear in the specialty market
segments in the United States and Canada. The main focus of the strategy was to
penetrate the market with products that have strong appeal to customers who
enjoy exclusivity.

The following activities were carried out in order to accomplish the
objectives:

1. Top designers were identified and agreements for exclusive supply to
the Company were signed for representation in the local markets.

2. The Company identified Fashion Shows and Exhibitions to be effective
distribution channels and thus hosted and participated in these events
successfully.

3. The Company opened its first showroom in October 1995 in the Los
Angeles area. This showroom occupies an area of approximately 2,500 square feet.
The decor was done to create the ambiance with a touch of class so that the
customer can appreciate not only the products but the way they are presented and
has proven to be successful in attracting the customers.

4. An advertising and promotion campaign was launched targeting the
potential groups.

5. The Company made contacts with the designer boutiques in the mainstream
market which cater to these selective customers.

In the future, the management plans to focus on the following areas:

1. Enhance the advertising and promotion activities in line with the
expected growth in sales.

2. Increase the variety of product offering by adding new designers.

3. Provide custom tailoring to the customers. This area not only enhances
sales, but provides another avenue of generating revenues.

4. Increase the sales and marketing activities by adding to the existing
sales staff for developing contacts with the potential customers which includes
a variety of parties including the film industry as well as high end boutiques.

5. Increase the product exposure by attending reputable designer shows.

6. Aggressive participation in medical conventions which provide an
excellent sales opportunity as well as added exposure with the most affluent of
the customers.

7. Increase the level of inventory of its products.

8. Establish a chain of Mirage stores in different metropolitan markets as
well as studying the possibility of franchising the Mirage concept.

9. Introduce the Mirage catalogue for sales through mail order.

DISTRIBUTION

Currently, the Company purchases its products wholesale and sells them for
retail at the Company's stores. The Company has one supplier in the U.S. which
imports products from India and Pakistan, Raaz Collection, Los Angeles,
California. The Company obtains approximately 20% of all of its products from
Raaz Collection. All of the Company's other suppliers are located in India and
Pakistan. Representatives of the Company make approximately one trip per month
to India and Pakistan to purchase products.

The Company anticipates that it will have a centralized distribution center
in the future which will purchase products and distribute the products to the
Company's stores for retail sale. However, such plan is dependent upon the
Company raising sufficient capital, increasing its revenues, and opening more
stores and therefore there can be no assurance that this plan for the Company
will ever come to fruition.

EMPLOYEES

As of the date of this Prospectus, the Company employed three full-time
employees and one consultant. The Company hires independent contractors on an
"as needed" basis only. The Company has no collective bargaining agreements
with its employees. The Company believes that its employee relationships are
satisfactory. The Company plans on hiring additional part-time sales staff in
the immediate future. Long term, the Company will hire additional employees as
needed based on its growth rate.

Mr. Ghauri will become employed by the Company as its President and
Secretary upon completion of this Offering. Mr. Champion will become employed
by the Company as its Chief Financial Officer and Vice President on May 15,
1997. See "Management--Directors and Executive Officers."

PROPERTIES

The Company subleases 700 square feet of executive office space in Santa
Monica, California on a month-to-month basis. The sublease requires monthly
payments of approximately $417.

The Company leases a 2,500 square feet showroom in Artesia, California.
The lease expires on August 31, 2000 and requires monthly payments of
approximately $3,200. The Company has an option to renew the lease for an
additional five year term, beginning September 1, 2000 to August 31, 2005; the
terms of such renewal shall be agreed upon prior to execution of the lease
option.

The Company also leases a 1,150 square feet showroom in Diamond Bar,
California. The lease expires on September 30, 2001 and requires monthly
payments of approximately $1,150. Prior to its termination, the Company has an
option to renew the lease for an additional five year term at the then fair
market value of the property.

LITIGATION

To the knowledge of management, there is no material litigation pending of
threatened against the Company.

MANAGEMENT

Directors and Executive Officers

The directors and officers of the Company as of the date of this Prospectus
are as follows:

Name Age Position
- ---- --- --------

Najeeb U. Ghauri 43 President, Secretary, Director of Mirage Holdings,
Inc.; Chief Financial Officer of Mirage Collection,
Inc.

Gill Champion 55 Vice President, Chief Financial Officer, Director
of Mirage Holdings, Inc.

Irfan Mustafa 46 Director of Mirage Holdings, Inc.

Saima Khan 26 President, Secretary, Director of Mirage
Collection, Inc.

The number of directors may be fixed from time to time by the Board of
Directors. The Board of Directors presently consists of 3 directors. Each of
the Company's directors hold office until their respective successors are
elected at the next annual meeting of shareholders. Vacancies in the Board of
Directors are filled by a majority vote of the remaining directors or by a
shareholder vote called expressly for such purpose.

Najeeb U. Ghauri - Mr. Ghauri, President, Secretary, and Director of Mirage
Holdings, Inc. and Chief Financial Officer of Mirage Collection, Inc., has an
M.B.A. in Marketing Management from the Claremont Graduate School (1983) and a
B.S. degree in Management/Economics from Eastern Illinois University (1980).
Mr. Ghauri has been employed by Arco Petroleum Products Co. since 1987 and
continuing through the present. His current position at Arco is Territory
Manager. Mr. Ghauri is fluent in English, Urdu, and Indian languages and has a
working knowledge of mid-eastern languages.

Irfan Mustafa - Mr. Mustafa, a director of the Company, has an M.B.A. from IMD
(formerly Imede), Lausanne, Switzerland (1975); an M.B.A. from the Institute of
Business Administration, Karachi, Pakistan (1974); and a B.S.C. in Economics,
from Punjab University, Lahore, Pakistan (1971). Mr. Mustafa has been employed
by Pepsicola Company since 1990 and continuing through the present. His current
position at Pepsicola is as a leader of the Executive Designate Program. He was
Area Vice President for Egypt and Sudan from 1994 through 1995 and Area Vice
President for West Asia from 1990 through 1994. Mr. Mustafa is the Chairman and
Founder Member of the Pepsi Education Foundation, Pakistan; Founder Member of
the Market Research Society, Pakistan; and a member of the Board of Trustees of
Educational and Charitable Organizations in Pakistan.

Gill Champion - Mr. Champion, Vice President, Chief Financial Officer, and a
director of Mirage Holdings, Inc., has a B.A. degree from New York University;
attended Rutgers University; and attended the American Academy of Dramatic Arts.
Mr. Champion was C.E.O. of American Cinema Stores, Inc., a public company, from
1990 through 1996 where he established domestic and international sales and
marketing strategies and distribution channels for licensed entertainment
products. He was Executive Vice President of Reel Treasures, Inc. from 1985
through 1989; Vice President of Gaylord Broadcasting from 1981 through 1984; and
Vice President of Production of Producer Circle Co. from 1976 through 1981.

Saima Khan - Ms. Khan, President, Secretary, and Director of Mirage Collection,
Inc., the Company's wholly-owned subsidiary, is the original founder of Mirage
Collection Inc., and commenced full-time employment at Mirage Collection in 1992
as its sole proprietor. Prior to that, Ms. Khan was employed in financial
public relations.

Total Executive Compensation

The Company's Board of Directors authorized the compensation of several of its
officers with restricted shares of the Company's Common Stock and options. The
following officers of the Company receive the following annual cash salaries and
other compensation:

SUMMARY COMPENSATION TABLE

Name and Principal Position Year Annual Awards/(2)/
Salary/(1)/ ----------------------------
Restricted Securities
Stock Underlying
Awards/(3)/ Options/(4)/
- ---------------------------------------------------------------------------------------

Najeeb U. Ghauri, President 1997 $33,500 200,000 50,000
and Secretary of Mirage
Holdings, Inc.
- ---------------------------------------------------------------------------------------
Gill Champion, Vice President 1997 $39,500 50,000 50,000
and Chief Financial Officer of
Mirage Holdings, Inc.
- ---------------------------------------------------------------------------------------
Saima Khan, President of 1997 $24,000 5,000 -0-
Mirage Collection, Inc.
- ---------------------------------------------------------------------------------------
All Officers as a Group (3 1997 $97,000 255,000 100,000
persons)
- ---------------------------------------------------------------------------------------

____________________________________
(1) No officers received or will receive any bonus or other annual compensation
other than salaries during fiscal 1997. The table does not include any
amounts for personal benefits extended to officers of the Company, such as
the cost of automobiles, life insurance and supplemental medical insurance,
because the specific dollar amounts of such personal benefits cannot be
ascertained. Management believes that the value of non-cash benefits and
compensation distributed to executive officers of the Company individually
or as a group during fiscal year 1996 did not exceed the lesser of $50,000
or ten percent of such officers' individual cash compensation or, with
respect to the group, $50,000 times the number of persons in the group or
ten percent of the group's aggregate cash compensation.
(2) No officers received or will receive any long term incentive plan (LTIP)
payouts or other payouts during fiscal 1997.
(3) All stock awards are shares of Common Stock of the Company.

(4) All securities underlying options are shares of Common Stock of the Company.

OPTION GRANTS IN LAST FISCAL YEAR

Name Number of securities Percent of total options Exercise Expiration
underlying options granted to employees in price ($/Sh) date
granted fiscal year
- ----------------------------------------------------------------------------------------------------------

Najeeb U. Ghauri 50,000 42% $0.01 May 12, 2002
per share
- ----------------------------------------------------------------------------------------------------------
Gill Champion 50,000 42% $0.01 May 12, 2002
per share
- ----------------------------------------------------------------------------------------------------------

Indemnification of Directors and Officers

The laws of the State of Nevada and the Company's Bylaws provide for
indemnification of the Company's directors for liabilities and expenses that
they may incur in such capacities. In general, directors and officers are
indemnified with respect to actions taken in good faith in a manner reasonably
believed to be in, or not opposed to, the

best interests of the Company, and with respect to any criminal action or
proceeding, actions that the indemnitee had no reasonable cause to believe were
unlawful.

The Company has been advised that in the opinion of the Securities and
Exchange Commission, indemnification for liabilities arising under the
Securities Act is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

EMPLOYMENT AND RELATED AGREEMENTS

Incentive and Nonstatutory Stock Option Plan

On April 1, 1997, the Company enacted an Incentive and Nonstatutory Stock
Option Plan (the "Plan") for its employees and consultants under which a maximum
of 500,000 option may be granted to purchase Common Stock of the Company. Two
types of options may be granted under the Plan: (1) Incentive Stock Options
(also known as Qualified Stock Options) which only may be issued to employees of
the Company and whereby the exercise price of the option is not less than the
fair market value of the Common Stock on the date it was reserved for issuance
under the Plan; and (2) Nonstatutory Stock Options which may be issued to either
employees or consultants of the Company and whereby the exercise price of the
option is less than the fair market value of the Common Stock on the date it was
reserved for issuance under the plan. Grants of options may be made to
employees and consultants without regard to any performance measures. All
options listed in the Summary Compensation Table were issued pursuant to the
Plan. All options issued pursuant to the Plan vest over an 18-month period from
the date of the grant per the following schedule: 33% of the Options vest on the
date which is six months from the date of the grant; 33% of the Options vest on
the date which is 12 months from the date of the grant; and 34% of the Options
vest on the date which is 18 months from the date of the grant. All options
issued pursuant to the Plan are nontransferable and subject to forfeiture. As
of the date of this Prospectus, the Company had issued 120,000 Incentive Stock
Options of which none have vested nor been exercised.

Directors Compensation

Directors of the Company do not receive any cash compensation, but are
entitled to reimbursement of their reasonable expenses incurred in attending
Directors' Meetings. In addition, the Company has granted to its three
directors 20,000 options to purchase common stock of the Company under the
Company's Incentive and Nonstatutory Stock Option Plan each.

Employment Agreements

The Company entered into an Employment Agreement with Saima Khan, President
of Mirage Collection, Inc. on July 1, 1996. Ms. Khan commenced her employment
with the Company in July 1995. Pursuant to that Agreement, Ms. Khan receives a
salary of $2,000 per month, a $500 monthly auto allowance, and is entitled to
20% of the net profits of Mirage Collection, Inc. on an annual basis. Ms. Khan
shall also be granted stock options in the Company based on performance and
profits generated at the discretion of the board of directors. To date, no such
options have been granted. The Agreement is terminable at will by either party
upon notice to the other and contains no severance provisions. An anti-
competition clause is in effect for a period of six months after termination of
the Agreement that Ms. Khan will not accept employment with any and all direct
competitors of the Company. However, a court of competent jurisdiction could
determine not to enforce or only partially enforce such non-competition clause.
Ms. Khan devotes 100% of her working hours to serving Mirage Collection,
Inc.

The Company entered into an Employment Agreement with Gill Champion, Vice
President, and Chief Financial Officer of the Company on May 15, 1997. Mr.
Champion commenced his employment with the company on May 15, 1997. Pursuant to
his Employment Agreement, Mr. Champion receives initial compensation of $4,000
per month for four months or until the Company successfully completes its IPO
(whichever occurs first) (the "Initial

Compensation Term"), base compensation of $5,500 per month after the Initial
Compensation Term, an award of 30,000 options to purchase common stock under the
Company's Incentive and Nonstatutory Stock Option Plan, and is entitled to
participate in all insurance and benefit plans which may be adopted by the
Company. Mr. Champion's Employment Agreement is for a term of one year with an
automatic extension of one year thereafter, unless either party elects to
terminate the Agreement at that time. The Agreement is terminable at will by Mr.
Champion or for cause by the Company. The Agreement contains no severance or
anti-competition provisions. Mr. Champion devotes 100% of his working hours to
the Company.

The Company entered into an Employment Agreement with Najeeb U. Ghauri,
President and Secretary of the Company on May 15, 1997. Mr. Ghauri commenced
his employment with the company on May 15, 1997. Pursuant to his Employment
Agreement, Mr. Ghauri receives initial compensation of $2,000 per month for four
months or until the Company successfully completes its IPO (whichever occurs
first) (the "Initial Compensation Term"), base compensation of $5,500 per month
after the Initial Compensation Term, an award of 30,000 options to purchase
common stock under the Company's Incentive and Nonstatutory Stock Option Plan,
and is entitled to participate in all insurance and benefit plans which may be
adopted by the Company. Mr. Ghauri's Employment Agreement is for a term of one
year with an automatic extension of one year thereafter, unless either party
elects to terminate the Agreement at that time. The Agreement is terminable at
will by Mr. Ghauri or for cause by the Company. The Agreement contains no
severance or anti-competition provisions. Mr. Ghauri currently devotes 50% of
his working hours to the Company, however, if this Offering is successful (i.e.,
the minimum amount is raised hereunder), Mr. Ghauri has committed to devote 100%
of his working time to the Company commencing at that time.

CERTAIN TRANSACTIONS

On February 13, 1997, the Company entered into a Consulting Agreement with
Manhattan West, Inc. Under the Consulting Agreement, Manhattan West, Inc. shall
provide business and financial consulting services to the Company in exchange
for a maximum of 50,000 options to purchase common stock of the Company (20,000
options exercisable at $2.00 per share for five years and, if the Company
completes an initial public offering, 30,000 options exercisable at $2.50 per
share for five years) and reimbursement of expenses. The Consulting Agreement
has a term of two years with automatic renewal after the termination of the two-
year period on a month-to-month basis unless either party elects to terminate.
Tariq Khan is the Managing Director of Manhattan West, Inc. and the brother of
Saima Khan, President of Mirage Collection, Inc.

On February 26, 1997, Mirage Collection, Inc. issued an unsecured note to
Manhattan West, Inc. in exchange for loans in the principal amount of $46,997.
The note is due on February 26, 2000 and bears interest at the rate of 10% per
annum. The note contains a conversion feature whereby Manhattan West, Inc. may,
at any time, convert the balance due and owing to it into share of Common Stock
of the Company at the rate of $0.50 per share. As of the date of this
Prospectus, the balance due on the note is $46,997 plus accrued interest. Tariq
Khan is the Managing Director of Manhattan West, Inc. and the brother of Saima
Khan, President of Mirage Collection, Inc. Manhattan West, Inc. is an
"affiliate" of the Company in that Manhattan West, Inc. is the beneficial owner
of more than 5% of the Company's outstanding common stock. See "Principal
Shareholders."

In April 1996, Najeeb U. Ghauri loaned $10,000 to Mirage Collection, Inc.
This sum is repayable to Mr. Ghauri upon demand without interest. Mr. Ghauri is
President, Secretary, and a Director of Mirage Holdings, Inc. and Chief
Financial Officer of Mirage Collection, Inc.

The Company's management believes that the terms of these transactions are
no less favorable to the Company than would have been obtained from an
unaffiliated third party in similar transactions. All future transactions with
affiliates will be on terms no less favorable than could be obtained from
unaffiliated third parties, and will be approved by a majority of the
disinterested directors.

The Company has agreed with certain state regulatory authorities that so
long as the Company's securities are registered in such states, or one year from
the date of this prospectus, whichever is longer, the Company will not make

loans to its officers, directors, employees, or principal shareholders, except
for loans made in the ordinary course of business, such as travel advances,
expense account advances, relocation advances, or reasonable salary advances.

Conflicts of Interest

Other than as described herein, the Company is not expected to have
significant further dealings with affiliates. However, if there are such
dealings, the terms of such transactions will be no less favorable to the
Company than would have been obtained from an unaffiliated third party in
similar transactions. All future transactions with affiliates will be on terms
no less favorable than could be obtained from unaffiliated third parties, and
will be approved by a majority of the disinterested directors.

A director of the Company owes fiduciary duties to the Company which
may conflict with other interests. The Company has not entered into any
noncompete, confidentiality, or similar agreements with its directors. The
fiduciary duties that directors owe to a Company include the duty not to
withhold from the Company, or appropriate, any corporate opportunity which the
Company may be able to exploit, the duty not to use for their personal benefit
or the benefit of any other individual or entity any information not generally
known which they acquire through their association with the Company, and in
short, the duty to deal fairly with the Company. The Company's current director
intends to submit to the Company any potential business they become aware of
which may constitute a corporate opportunity to the Company. The Company's
policy is that all transactions between the Company and any affiliates be on
terms no less favorable to the Company than could be obtained from unaffiliated
third parties.

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock, as of May 31, 1997 and as adjusted to
reflect the sale of the Shares offered hereby by (i) each shareholder known by
the Company to be the beneficial owner of more than five percent of the
outstanding Common Stock, (ii) each director of the Company, (iii) each officer
of the Company, and (iv) all directors and officers as a group. Unless
otherwise indicated, the address for each stockholder is 225 Santa Monica
Boulevard, Suite 410, Santa Monica, California, 90401.

Percentage Beneficially Owned
----------------------------------
Number of After After
Name Shares/(1)/ Before Minimum Maximum
Offering Offering Offering
- ---------------------------------------------------------------------------------------------------------------

Whittington Investments, Ltd./(2)/ 895,000 49.3% 43.6% 41.5%
Suite M2 Charlotte House
P.O. Box N4825
Nassau, Bahamas
- ---------------------------------------------------------------------------------------------------------------
Najeeb U. Ghauri 250,000/(3)/ 13.4% 12.2% 11.6%
- ---------------------------------------------------------------------------------------------------------------
Manhattan West, Inc., a California corporation/(4)/ 142,856/(5)/ 7.9% 7.0% 6.6%
233 Wilshire Blvd., Ste. 930
Santa Monica, CA 90401
- ---------------------------------------------------------------------------------------------------------------
Irfan Mustafa 120,000/(6)/ 6.6% 5.8% 5.5%
- ---------------------------------------------------------------------------------------------------------------
Damson Investments Limited/(7)/ 113,600/(8)/ 6.3% 5.5% 5.3%
P.O. Box N8318
Nassau, Bahamas
- ---------------------------------------------------------------------------------------------------------------
Gill Champion 100,000/(9)/ 5.5% 4.8% 4.5%
- ---------------------------------------------------------------------------------------------------------------
Saima Khan 5,000 * * *
- ---------------------------------------------------------------------------------------------------------------
All officers and directors as a group (4 persons) 475,000 26.1% 23.1% 22.0%
- ---------------------------------------------------------------------------------------------------------------

__________
* Less than one percent

(1) Except as otherwise indicated, the Company believes that the beneficial
owners of Common Stock listed below, based on information furnished by such
owners, have sole investment and voting power with respect to such shares,
subject to community property laws where applicable. Beneficial ownership
is determined in accordance with the rules of the Securities and Exchange
Commission and generally includes voting or investment power with respect
to securities. Shares of Common Stock subject to options or warrants
currently

exercisable, or exercisable within 60 days, are deemed outstanding for
purposes of computing the percentage of the person holding such options or
warrants, but are not deemed outstanding for purposes of computing the
percentage of any other person.

(2) The principals of Whittington Investments, Ltd. are: John King, President
and Director; and Niaz Ahmad Khan, Sole Shareholder.
(3) Includes 50,000 options issued under the Company's stock option plan
exercisable at $0.01 for five years from May 12, 1997.
(4) The principals of Manhattan West, Inc. are: Tariq S. Khan, Director; David
F. Bahr, President; and Manhattan West, Intl., a B.V.I. corporation, Sole
Shareholder.
(5) Includes approximately 75,356 shares which could be issued pursuant to the
conversion feature of Manhattan West, Inc.'s unsecured note with the
Company having a current balance of $37,678 and convertible at $0.50 per
share; 47,500 Bridge Warrants; and 20,000 options each to purchase one
share of common stock for $2.00 pursuant to its Consulting Agreement with
the Company.
(6) Includes 20,000 options issued under the Company's stock option plan
exercisable at $0.01 for five years from May 12, 1997.
(7) The principals of Damson Investments Limited are: Akin Shackleford,
President, Director, and Majority Shareholder; Dellareese Dorsett,
Secretary and Director.
(8) Includes 102,000 Bridge Warrants.
(9) Includes 50,000 options issued under the Company's stock option plan
exercisable at $0.01 for five years from May 12, 1997.

SELLING SHAREHOLDERS

The following table sets forth the number of shares of Common Stock which
may be offered for sale from time to time by the Selling Shareholders. The
shares offered for sale constitute all of the shares of Common Stock known to
the Company to be beneficially owned by the Selling Shareholders. To the best
of management's knowledge, none of the Selling Shareholders has or have any
material relationship with the Company, except as otherwise set forth
below.

Name of Shares of
Selling Shareholder Common Stock Offered/(1)/
- ------------------- ------------------------

Horwitz & Beam, Inc., a California corporation/(3)/ 9,500
Horwitz & Beam, Inc., a California corporation/(3)/ 2,500/(2)/
Normaco Capital, Inc., a corporation 10,000
Clarence W. Coffey, an individual/(4)/ 20,000
Frederick T. Hull, an individual/(5)/ 20,000
Rockspitz Stiftung 9,500
Rockspitz Stiftung 5,000/(2)/
Richard Houlihan, an individual/(6)/ 20,000
Clearweather Investments 98,065
Clearweather Investments 259,500/(2)/
Ian R. Hendry, an individual 15,000
Damson Investments Limited, a corporation 11,600
Damson Investments Limited, a corporation 102,000/(2)/
John C. Accetta, an individual 8,000
Manhattan West, Inc., a corporation/(7)/ 47,500/(2)/
Harold Mendoza and Donna Mendoza, JTWROS 20,000
Bernard Collura and Stella Collura, JTWROS 4,000
Dennis R. Johnson, an individual 5,000
Trinalta Group, LLC/(8)/ 20,000
Graham Thorogood, an individual/(9)/ 3,000
Richard D. David, Esq. 10,000
Ronald W. Tupper TTEE of the Winthrup Trust 40,000
Stanley Decker, an individual 40,000
Sean Kelly, an individual 6,000
Moncrieff Capital Corporation, a corporation 10,000
Whittington Investments, Ltd. 75,400
Whittington Investments, Ltd. 23,000/(2)/
Damask International, Ltd. 9,500
Damask International, Ltd. 2,500/(2)/

Hawk's Nest Investments, Ltd. 9,500
Hawk's Nest Investments, Ltd. 2,500/(2)/
Winthrop Venture Fund, Ltd. 50,000
Equitrade Securities Corp. 10,000
Noreen S. Khan, an individual/(10)/ 10,000
Abdul S. Khan, an individual/(11)/ 20,000

Total 1,008,565
- ---------------

/(1)/ All of these Shares are currently restricted under Rule 144 of the 1933
Act.
/(2)/ Represents Shares underlying Private Placement Warrants.
/(3)/ Legal counsel to the Company. Horwitz & Beam, Inc. acquired the
securities in the Private Placement as an investor on April 24, 1997
pursuant to a subscription agreement and the payment of $5,000.
/(4)/ Clarence W. Coffey is a member of the Advisory Board of Manhattan West,
Inc. Manhattan West, Inc. has a Consulting Agreement with the Company.
See "Certain Transactions."
/(5)/ Frederick Hull is a member of the Advisory Board of Manhattan West, Inc.
Manhattan West, Inc. has a Consulting Agreement with the Company. See
"Certain Transactions."
/(6)/ Richard Houlihan is a member of the Advisory Board of Manhattan West,
Inc. Manhattan West, Inc. has a Consulting Agreement with the Company.
See "Certain Transactions."
/(7)/ Manhattan West, Inc., a California corporation, has a Consulting
Agreement with the Company. See "Certain Transactions."
/(8)/ Scott Thorogood, Manager of Investor, Trinalta Group LLC, is a member of
the Advisory Board of Manhattan West, Inc. Manhattan West, Inc. has a
Consulting Agreement with the Company. See "Certain Transactions."
/(9)/ Graham Thorogood, works for Manhattan West, Inc. from time to time as an
independent contractor. Manhattan West, Inc. has a Consulting Agreement
with the Company. See "Certain Transactions."
/(10)/ Noreen Khan is the mother of Tariq Khan, who is the Managing Director of
Manhattan West, Inc. Manhattan West, Inc. has a Consulting Agreement with
the Company. See "Certain Transactions."
/(11)/ Abdul Khan is the father of Tariq Khan, who is the Managing Director of
Manhattan West, Inc. Manhattan West, Inc. has a Consulting Agreement with
the Company. See "Certain Transactions."

PLAN OF DISTRIBUTION

The Shares will be offered and sold by the Selling Shareholders for their
own accounts. The Company will not receive any of the proceeds from the sale of
the Shares by the Selling Shareholders pursuant to this Prospectus. The Company
will pay all of the expenses of the registration of the Shares, but shall not
pay any commissions, discounts, and fees of underwriters, dealers, or
agents.

The Selling Shareholders may offer and sell the Shares from time to time in
transactions in the over-the-counter market or in negotiated transactions, at
market prices prevailing at the time of sale or at negotiated prices. The
Selling Shareholders have advised the Company that they have not entered into
any agreements, understandings, or arrangements with any underwriters or broker-
dealers regarding the sale of their Shares, nor is there an underwriter or
coordinating broker acting in connection with the proposed sale of Shares by the
Selling Shareholders. Sales may be made directly or to or through broker-
dealers who may receive compensation in the form of discounts, concessions, or
commissions from the Selling Shareholders or the purchasers of the Shares for
whom such broker-dealers may act as agent or to whom they may sell as principal,
or both (which compensation as to a particular broker-dealer may be in excess of
customary commissions).

The Selling Shareholders and any broker-dealers acting in connection with
the sale of the Shares hereunder may be deemed to be "underwriters' within the
meaning of Section 2(11) of the Act, and any commissions received by them and
any profit realized by them on the resale of Shares as principals may be deemed
underwriting compensation under the Act.

Under the Exchange Act and the regulations thereunder, any person engaged
in a distribution of the Shares offered by this Prospectus may not
simultaneously engage in market making activities with respect to the Common
Stock of the Company during the applicable "cooling off" periods prior to the
commencement of such distribution. In

addition, and without limiting the foregoing, the Selling Shareholders will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, Rules 10b-6 and 10b-7,
which provisions may limit the timing of purchases and sales of Common Stock by
the Selling Shareholders.

Selling Shareholders may also use Rule 144 under the Act to sell the Shares
if they meet the criteria and conform to the requirements of such Rule.

DESCRIPTION OF SECURITIES

The authorized capital stock of the Company consists of twenty-five million
shares of Common Stock, $0.001 par value. The Company's Transfer Agent is
American Securities Transfer & Trust, Inc., 1825 Lawrence Street, Suite 444,
Denver, Colorado, 80202.

The following summary of certain terms of the Company's securities does not
purport to be complete and is subject to, and qualified in its entirety by, the
provisions of the Company's Articles of Incorporation and Bylaws, which are
included as exhibits to the Registration Statement of which this Prospectus is a
part, and the provisions of applicable law.

Units

The Company is offering a maximum of 342,857 Units and a minimum of 240,000
Units for $5.25 per Unit. Each Unit consists of one share of the Company's
Common Stock and one warrant to purchase one share of the Company's Common Stock
at an exercise price of $6.00 for a term of five years. The Warrants are
detachable from the Units at the discretion of the Company upon individual Unit
holder request.

Common Stock

As of the date of this Prospectus, there are 1,814,065 shares of Common
Stock outstanding, and after completion of this Offering, 2,054,065 shares of
Common Stock will be issued and outstanding if the minimum amount hereunder is
sold and 2,156,922 shares of Common Stock if the maximum amount hereunder is
sold (without giving effect to the exercise of any warrants). Holders of Common
Stock are entitled to one vote for each share held of record on all matters
submitted to a vote of the stockholders. At all elections of directors of the
Company, each holder of stock possessing voting power is entitled to as many
votes as equal to the number of his or her shares of stock multiplied by the
number of directors to be elected, and he or she may cast all of such votes for
a single director or may distribute them among the number to be voted for or any
two or more of them, as he or she may see fit (cumulative voting). Subject to
preferences that may be applicable to any then outstanding Preferred Stock,
holders of Common Stock are entitled to receive ratably such dividends as may be
declared by the Board of Directors out of funds legally available therefor. See
"Dividend Policy." In the event of a liquidation, dissolution or winding up of
the Company, holders of Common Stock are entitled to share ratably in all assets
remaining after payment of liabilities and the liquidation preference of any
then outstanding Preferred Stock. Holders of Common Stock have no right to
convert their Common Stock into any other securities. The Common Stock has no
preemptive or other subscription rights. There are no redemption or sinking fund
provisions applicable to the Common Stock. All outstanding shares of Common
Stock are, and the Common Stock to be outstanding upon completion of this
Offering will be, duly authorized, validly issued, fully paid and nonassessable.

Warrants

As of the date of this Prospectus, there are 444,500 warrants outstanding
(the "Private Placement Warrants"). These warrants were issued by the Company
to private individuals in connection with the Company's Private Placement Bridge
Financing commenced on April 10, 1997. The Private Placement Warrants are each
exercisable for one share of Common Stock of the Company at $0.75 per share.
The term of the Private Placement Warrants is five years from the date of
issuance.

The Company is also offering hereunder, as part of the Units, a minimum of
240,000 warrants and a maximum of 342,857 warrants (the "Warrants"). The
Warrants are each exercisable for one share of Common Stock of the Company at
$6.00 per share. The term of the Warrants is five years from the date of
issuance.

If the minimum amount is raised hereunder, the Company will have a total of
684,500 warrants outstanding. If the maximum amount is raised hereunder, the
Company will have a total of 787,357 warrants outstanding.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this Offering, the Company will have outstanding
2,054,065 shares of Common Stock if the minimum amount is sold hereunder and
2,156,922 shares if the maximum amount is sold hereunder (without giving effect
to the exercise of any warrants). All shares acquired in this Offering, other
than shares that may be acquired by "affiliates" of the Company as defined by
Rule 144 under the Securities Act, will be freely transferable without
restriction or further registration under the Securities Act.

All of the 1,814,065 shares outstanding prior to this offering were shares
issued by the Company and sold by the Company in private transactions in
reliance on an exemption from registration. Accordingly, such shares are
"restricted shares" within the meaning of Rule 144 and cannot be resold without
registration, except in reliance on Rule 144 or another applicable exemption
from registration.

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are required to be aggregated), including any affiliate of the
Company, who beneficially owns "restricted shares" for a period of at least one
year is entitled to sell within any three-month period, shares equal in number
to the greater of (i) 1% of the then outstanding shares of Common Stock, or (ii)
the average weekly trading volume of the Common Stock during the four calendar
weeks preceding the filing of the required notice of sale with the Securities
and Exchange Commission. The seller also must comply with the notice and manner
of sale requirements of Rule 144, and there must be current public information
available about the Company. In addition, any person (or persons whose shares
are aggregated) who is not, at the time of the sale, nor during the preceding
three months, an affiliate of the Company, and who has beneficially owned
restricted shares for at least two years, can sell such shares under Rule 144
without regard to notice, manner of sale, public information or the volume
limitations described above.

The Private Placement Stock and the shares underlying the Private Placement
Warrants are being registered herein. Therefore, 564,065 shares of stock and
444,500 shares of stock issuable upon exercise of warrants will be freely
tradeable upon the effective date hereof.

UNDERWRITING

The several Underwriters, acting through Veera Capital Corporation as
Representative, have jointly and severally agreed, subject to the terms and
conditions of the Underwriting Agreement, to offer to the public on a "best
efforts, 240,000 Unit minimum, 342,857 Unit maximum" basis, at a price of $5.25
per Unit. The Underwriters do not intend to sell the Units to any accounts for
which they exercise discretionary authority.

The Underwriters shall receive 10% commission for the sale of the
securities.

The Company has agreed to pay to the Representative at the closing of the
Offering a non-accountable expense allowance of 3% of the aggregate public
offering price to cover expenses incurred by the Representative in connection
with this Offering. The Company has also agreed to issue the Representative at
the closing of the Offering warrants (the "Representative Warrants") to purchase
common stock of the Company at an exercise price of 120% of the public offering
price in an amount equal to 10% of the number of Units actually sold
herein.

The Company has agreed with the Representative that, without the
Representative's consent (which may not be unreasonably withheld), it will not
issue any additional Common Stock between the effective date of this Offering
and the expiration of 12 months thereafter if such issuance would cause any
provision made in the Registration Statement to be materially misleading or
would otherwise subject the Representative to any reasonable likelihood of
liability under the Act.

The directors, officers, and employees of the Company who are also
shareholders of the Company have entered into a contractual agreement with Veera
Capital Corporation that restricts, for a period of 12 months from the effective
date of the registration statement for the Units being offered hereby, their
ability to sell the Common Stock beneficially owned by them including stock
registered pursuant to any Form SB-2 Registration Statement.

Prior to this Offering, there was no public securities market for the
Company's Common Stock and the price of such securities may be volatile to a
degree that might not occur in securities that are more widely held or more
actively traded. The initial public offering price was negotiated by the
Company and the Representative. In determining the offering price, the
Representative considered, among other things, the business potential and
earning prospects of the Company and prevailing market conditions.
Additionally, potential investors should be aware that the securities of the
Company have recently sold at a substantial discount to the public offering
price herein. The Company and the Representative considered the following
factors in pricing the securities issued in the recent private placement of the
Company at $0.50 per share of Common Stock and $0.10 per warrant versus the
initial public offering price: at the time of the private placement the Company
was still developing its business plan, the Company had minimal officer and
director support, key personnel of the Company were not yet in place, the
Company was in the process of structuring its public offering plan, the Company
had not yet secured an underwriter for a public offering, and there could be no
assurance of a public market for the securities.

The Company has agreed to indemnify the Underwriters, any controlling
person of an Underwriter, and other persons related to the Underwriters and
identified in the Underwriting Agreement, against certain liabilities, including
liabilities arising (i) under the Securities Act, (ii) out of any untrue
statement or material fact contained in the Registration Statement, this
Prospectus, any amendments thereto, and certain other documents, or (iii) out of
any omission of a material fact required to be stated therein or necessary to
make the statements therein not misleading, unless the statement or omission is
made in reliance upon and in conformity with written information furnished to
the Company or on behalf of the Underwriters for use in the document in which it
was used. However, the Company has been advised that in the opinion of the
Securities and Exchange Commission, indemnification for liabilities arising
under the Securities Act is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.

There is no assurance that all or any of the Units will be sold. If
the Company fails to receive subscriptions for a minimum of 240,000 Units within
120 days from the date of this Prospectus (or 150 days if extended by the
Company), the Offering will be terminated and any subscription payments received
will be promptly refunded within 5 days to subscribers, without any deduction
therefrom or any interest thereon. If subscriptions for at least the minimum
amount are received within such period, funds will not be returned to investors
and the Company may continue the Offering until such period expires or
subscriptions for all 342,857 Units have been received, whichever comes first.

The Units shall be held in an Escrow Account for up to 150 days.
During this time, investors cannot demand the return of their investments. If
the Company does not meet the required minimum number of Units to be sold
(240,000 Units), the investors, the investors will be refunded their investment
in full without interest.

LEGAL MATTERS

The validity of the securities offered hereby will be passed upon for
the Company by Horwitz & Beam, Irvine, California. Certain legal matters in
connection with this Offering will be passed upon for the Underwriters by
Horwitz & Beam. Horwitz & Beam, Inc., a California corporation, is the owner of
9,500 shares of Private Placement Stock and 2,500 Private Placement Warrants.
Horwitz & Beam, Inc. acquired securities in the Private Placement as an investor
on April 24, 1997 pursuant to a subscription agreement and the payment of
$5,000.

EXPERTS

The Financial Statements of the Company for the fiscal year ended June
30, 1996 and the fiscal year ended June 30, 1997 included herein and elsewhere
in the registration statement, have been included herein and in the registration
statement in reliance on the reports of Hoffski & Pisano, P.C. and Stonefield
Josephson, Inc., appearing elsewhere herein, and upon the authority of said firm
as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company is not presently subject to the reporting requirements of
the Securities Exchange Act of 1934. The Company has filed with the Securities
and Exchange Commission (the "Commission") a Registration Statement on Form SB-2
(together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act")
with respect to the securities offered hereby. This Prospectus, which
constitutes a part of the Registration Statement, omits certain information
contained in the Registration Statement on file with the Commission pursuant to
the Securities Act and the rules and regulations of the Commission thereunder.
The Registration Statement, including the exhibits thereto, may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Copies of such material
may be obtained by mail at prescribed rates from the Public Reference Branch of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Such material
may also be accessed electronically by means of the Commission's home page on
the Internet at http://www.sec.gov.

This Prospectus contains a complete summary of the terms of the
contracts or other documents filed as exhibits to the Registration Statement
which the Company believes are material to an investor. However, statements
contained in this Prospectus as to the contents of any contract or other
document referred to are not necessarily complete and in each instance reference
is made to the copy of such contract or other document filed as an exhibit to
the Registration Statement, each such statement being qualified in all respects
by such reference.

MIRAGE HOLDINGS, INC.

CONSOLIDATED FINANCIAL STATEMENTS

FROM INCEPTION OF OPERATIONS ON
APRIL 1, 1997 TO JUNE 30, 1997

CONTENTS

Page
----

INDEPENDENT AUDITORS' REPORT 1

FINANCIAL STATEMENTS:
Balance Sheet 2
Statement of Operations 3
Statement of Stockholders' Equity 4
Statement of Cash Flows 5
Notes to Financial Statements 6-12

STONEFIELD JOSEPHSON, INC.

[LETTERHEAD OF STONEFIELD JOSEPHSON, INC.]

Board of Directors
Mirage Holdings, Inc.
Santa Monica, California

We have audited the accompanying consolidated balance sheet of Mirage Holdings,
Inc. as of June 30, 1997, and the related consolidated statements of operations,
stockholders' equity and cash flows for the period from inception of operations
on April 1, 1997 to June 30, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our 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
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Mirage Holdings,
Inc. as of June 30, 1997, and the results of its consolidated operations and its
cash flows for the period from inception of operations on April 1, 1997 to
June 30, 1997 in conformity with generally accepted accounting principles.

As discussed in note 2, certain factors are present which raise doubt about the
Company's ability to continue as a going concern. The accompanying consolidated
financial statements do not include any adjustments to the financial statements
that might be necessary should the Company be unable to continue as a going
concern.

/s/ STONEFIELD JOSEPHSON, INC.
CERTIFIED PUBLIC ACCOUNTANTS

Santa Monica, California
August 26, 1997

MIRAGE HOLDINGS, INC.

CONSOLIDATED BALANCE SHEET - JUNE 30, 1997

ASSETS

CURRENT ASSETS:
Cash and cash equivalents $ 12,763
Accounts receivable 4,009
Inventory 46,891
Marketable securities 57,570
Stock subscription receivable 20,316
--------

Total current assets $141,549

NOTE RECEIVABLE 113,104

PROPERTY, PLANT AND EQUIPMENT 41,945

OTHER ASSETS:
Investment 200,000
Deferred offering costs 40,000
Deposits 3,730
--------

Total other assets 243,730
--------

$540,328
========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable and accrued expenses $ 38,630
Current maturities of notes payable 92,279
--------

Total current liabilities $130,909

LOAN PAYABLE, RELATED PARTY 113,104

NOTES PAYABLE, less current maturities 22,371

STOCKHOLDERS' EQUITY:
Common stock; $.001 par value, 25,000,000 shares
authorized, 1,814,065 shares issued and outstanding 1,814
Additional paid-in capital 289,210
Deficiency accumulated from April 1, 1997
(inception) to June 30, 1997 (17,080)
--------

Total stockholders' equity 273,944
--------

$540,328
========

See accompanying independent auditors' report and notes to financial statements.

STONEFIELD JOSEPHSON, INC.

MIRAGE HOLDINGS, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

FROM INCEPTION OF OPERATIONS ON
APRIL 1, 1997 TO JUNE 30, 1997

Net sales $ 54,828

Cost of sales 33,188
--------

Gross profit 21,640

Operating expenses 75,081

Other income 36,361
----------

Net loss $ (17,080)
==========

Net loss per share $ (.01)
==========

Weighted average shares outstanding 1,517,475
==========

See accompanying independent auditors' report and notes to financial statements.

STONEFIELD JOSEPHSON, INC.

MIRAGE HOLDINGS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

FROM INCEPTION OF OPERATIONS ON
APRIL 1, 1997 TO JUNE 30, 1997

Common stock Additional Total
------------------ paid-in stockholders'
Shares Amount capital Deficiency equity
--------- ------ ---------- ----------- --------------

Issuance of common stock for cash 564,065 $ 564 $244,760 $ - $245,324

Issuance of common stock for
services 355,000 355 355

Issuance of common stock for
acquisition (see note 3) 895,000 895 895

Issuance of warrants for cash
(convertible to common stock) 44,450 44,450

Net loss for the period from inception
of operations on April 1, 1997
to June 30, 1997 (17,080) (17,080)
--------- ------ ---------- ---------- -------------

Balance at June 30, 1997 1,814,065 $1,814 $289,210 $ (17,080) $ 273,944
========= ====== ========== ========== =============

See accompanying independent auditors' report and notes to financial statements.

STONEFIELD JOSEPHSON, INC.

MIRAGE HOLDINGS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

FROM INCEPTION OF OPERATIONS ON
APRIL 1, 1997 TO JUNE 30, 1997

INCREASE (DECREASE) IN CASH

Cash flows provided by (used for) operating activities:
Net loss $ (17,080)

Changes in assets and liabilities:
(Increase) decrease in assets:
Accounts receivable $ (4,009)
Stock subscriptions receivable (20,316)
Inventory 15,467

Increase (decrease) in liabilities -
accounts payable and accrued expenses 6,225
---------

Total adjustments (2,633)
---------

Net cash used for operating activities (19,713)

Cash flows used for investing activities -
purchase of investments (257,570)

Cash flows provided by (used for) financing activities:
Issuance of common stock and warrants, net 289,774
Proceeds from note payable 40,272
Deferred offering costs (40,000)
---------

Net cash provided by financing activities 290,046
---------

Net increase in cash 12,763
Cash and cash equivalents, beginning of period -
---------

Cash and cash equivalents, end of period $ 12,763
=========

See accompanying independent auditors' report and notes to financial statements.

STONEFIELD JOSEPHSON, INC.

MIRAGE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FROM INCEPTION OF OPERATIONS ON
APRIL 1, 1997 TO JUNE 30, 1997

(1) General:

(2) Summary of Significant Accounting Policies:

Business Activity:

The operating subsidiary of the Company was formed for the purpose of
marketing unique fashions. The subsidiary Company specializes in the
marketing of fashions targeted toward the segment where discriminating
customers are always looking for unique and innovative products.

Principles of Consolidation:

The accompanying financial statements include the accounts of the
Company and its wholly-owned subsidiary, Mirage Collection, Inc. All
material intercompany accounts have been eliminated in consolidation.

Use of Estimates:

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.

Fair Value:

Unless otherwise indicated, the fair values of all reported assets and
liabilities which represent financial instruments, including
marketable securities held for trading purposes, approximate carrying
values of such amounts.

Cash Equivalents:

For purposes of the statement of cash flows, cash equivalents include
all highly liquid debt instruments with original maturities of three
months or less which are not securing any corporate obligations.

See accompanying independent auditors' report.

STONEFIELD JOSEPHSON, INC.

MIRAGE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FROM INCEPTION OF OPERATIONS ON
APRIL 1, 1997 TO JUNE 30, 1997

(2) Summary of Significant Accounting Policies, Continued:

Earnings Per Share:

Earnings per share have been calculated based upon the weighted
average number of shares outstanding during the period. Common stock
equivalents have been excluded since their effect would be anti-
dilutive.

The Financial Accounting Standards Board (FASB) has issued a new
statement recently (FASB No. 128) which requires companies to report
"basic" earnings per share, which will exclude options, warrants and
other convertible securities. The accounting and disclosure
requirements of this statement are effective for financial statements
for fiscal years beginning after December 15, 1997, with earlier
adoption encouraged. Management does not believe that the adoption of
this pronouncement will have a material impact on the financial
statements.

Realization of Assets:

The accompanying consolidated financial statements have been prepared
in accordance with generally accepted accounting principles which
contemplates continuation of the Company as a going concern. However,
the Company has incurred a net loss of $17,080 for the period from
inception of operations on April 1, 1997 to June 30, 1997 and has been
dependent on proceeds from its private common stock offerings (see
note 11) to finance its operating needs. Accordingly, continuation as
a going concern is dependent upon maintaining sufficient cash flow
from the sale of its common stock as part of a initial public
offering.

Accounting for Stock-Based Compensation:

During October 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 123, Accounting for
Stock-Based Compensation, which applies the fair-value method of
accounting for stock-based compensation plans. In accordance with this
recently issued standard, the Company expects to continue to account
for stock-based compensation in accordance with Accounting Principles
Board Opinion No. 25, Accounting for Stock Issued to Employees.
Proforma information regarding net income and earnings per share under
the fair-value method has not been presented as the amounts are
immaterial.

Income Taxes:

Deferred income taxes are reported using the liability method.
Deferred tax assets are recognized for deductible temporary
differences and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax
bases. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some
portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects of
changes in tax laws and rates on the date of enactment.

See accompanying independent auditors' report.

STONEFIELD JOSEPHSON, INC.

MIRAGE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FROM INCEPTION OF OPERATIONS ON
APRIL 1, 1997 TO JUNE 30, 1997

(2) Summary of Significant Accounting Policies, Continued:

Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of:

On April 1, 1997, the Company adopted the provision of FASB No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of. This statement requires that long-lived
assets and certain identifiable intangibles be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of
an asset to future net cash flows expected to be generated by the
asset. If such assets are considered to be impaired, the impairment to
be recognized is measured by the amount by which the carrying amounts
of the assets exceed the fair values of the assets. Assets to be
disposed of are reported at the lower of the carrying amount or fair
value less costs to sell. Adoption of this statement did not have a
material impact on the Company's financial position, results of
operations or liquidity.

Inventory:

Inventory, consisting principally of finished goods, is valued at the
lower of cost (first-in, first-out) or market.

(3) Basis of Consolidation:

On April 1, 1997, the Company entered into an acquisition agreement whereby
the Company acquired 100% of the outstanding capital stock of Mirage
Collection, Inc. ("Collection"), a Nevada Corporation. In full
consideration and exchange for the Collection stock, the Company issued and
delivered 895,000 shares of its restricted common stock. The transaction
has been accounted for by the purchase method of accounting. The par value
of the Company's stock issued was recorded for this transaction as it
approximated the fair value for the assets acquired (see note 12 for
proforma presentation on Collection).

Upon completion of the merger and acquisition agreement, Collections'
stockholder become a director and stockholder of the Company.

(4) Note Receivable:

The note receivable is a bridge loan to a product development company and
is unsecured and bears interest at 10% per annum. The note is due the
earlier of the development company's completion of an initial public
offering or March 19, 1999. The purpose of the loan is to provide bridge
financing to an unrelated company. In the event of default there will be no
obligation to repay the note payable referred to in note 8.

See accompanying independent auditors' report.

STONEFIELD JOSEPHSON, INC.

MIRAGE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FROM INCEPTION OF OPERATIONS ON
APRIL 1, 1997 TO JUNE 30, 1997

(5) Property and Equipment:

A summary is as follows:

Leasehold improvements $29,196
Machinery and equipment 6,381
Furniture and office equipment 6,368
-------

$41,945
=======

(6) Accounts Payable and Accrued Expenses:

A summary is as follows:

Fees relating to private offering $15,474
Accrued interest 8,675
Month end bills 8,417
Sales tax 6,064
-------

$38,630
=======

(7) Notes Payable:

A summary is as follows:

Note payable, unsecured, payable on demand, with interest
at approximate Prime Base Rate (8.25%). $37,500

Note payable, unsecured, payable on demand, with interest
at approximate Prime Base Rate (8.25%) to a stockholder
and unsecured to all notes of Mirage Holdings, Inc. 10,000

Note payable, unsecured, payable on demand, with interest
at approximate Prime Base Rate (8.25%). 8,272

Note payable, unsecured, payable on demand, with interest
at approximate Prime Base Rate (8.25%) to a party
related to a stockholder of Mirage Holdings, Inc. 21,200

See accompanying independent auditors' report.

STONEFIELD JOSEPHSON, INC.

MIRAGE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FROM INCEPTION OF OPERATIONS ON
APRIL 1, 1997 TO JUNE 30, 1997

(7) Notes Payable, Continued:

On February 26, 1997, Mirage Collection, Inc. issued
an unsecured note to a related party in exchange for
loans. The note is due on February 26, 2000 and bears
interest at the rate of 10% per annum. The note contains a
conversion feature whereby the holder of the note may, at
any time, convert the balance due and owing to it into shares of
common stock of the Company at the rate of $0.50 per share.
The holder of the note is a related party to a stockholder of
Mirage Holdings, Inc. 37,678
-----------

114,650
Less current maturities 92,279
-----------

$ 22,371
===========

Interest on these obligations amounted to $1,987 for the period from
inception of operations on April 1, 1997 to June 30, 1997.

(8) Loan Payable, Related Party:

The loan payable, related party is secured by, and due upon payment of the
bridge loan receivable from the product development company (referred to in
note 4) and bears interest at 10% per annum. Knightrider Investments, Ltd.,
a related party through a common stockholder, is the holder of the loan.

(9) Commitments:

The Company leases a 2,500 square feet showroom in Artesia, California. The
lease expires on August 31, 2000 and requires monthly payments of
approximately $3,200. The Company has an option to renew the lease for an
additional five year term, from September 1, 2000 to August 31, 2005. The
terms of such renewal shall be agreed upon prior to execution of the lease
option.

The Company also leases a 1,150 square feet showroom in Diamond Bar,
California. The lease expires on September 30, 2001 and requires monthly
payments of approximately $1,150. Prior to its termination, the Company has
an option to renew the lease for an additional five year term at the then
fair market value of the property.

See accompanying independent auditors' report.

STONEFIELD JOSEPHSON, INC.

MIRAGE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FROM INCEPTION OF OPERATIONS ON
APRIL 1, 1997 TO JUNE 30, 1997

(9) Commitments, Continued:

The following is a schedule by years of future minimum rental payments
required under operating leases that have noncancellable lease terms in
excess of one year as of June 30, 1997:

Year ending June 30,

1998 $ 52,200
1999 52,200
2000 39,400
2001 10,350
--------

$154,150
========

Rent expense amounted to $14,186 for the period from inception of
operations on April 1, 1997 to June 30, 1997.

(10) Incentive and Nonstatutory Stock Option Plan:

On April 1, 1997, the Company adopted an Incentive and Nonstatutory Stock
Option Plan (the "Plan") for its employees and consultants under which a
maximum of 500,000 options may be granted to purchase common stock of the
Company. Two types of options may be granted under the Plan: (1) Incentive
Stock Options (also know as Qualified Stock Options) which only may be
issued to employees of the Company and whereby the exercise price of the
option is not less than the fair market value of the common stock on the
date it was reserved for issuance under the Plan; and (2) Nonstatutory
Stock Options which may be issued to either employees or consultants of the
Company and whereby the exercise price of the option is less than the fair
market value of the common stock on the date it was reserved for issuance
under the plan. Grants of options may be made to employees and consultants
without regard to any performance measures. All options listed in the
summary compensation table were issued pursuant to the Plan. All options
issued pursuant to the Plan vest over an 18 month period from the date of
the grant per the following schedule: 33% of the options vest on the date
which is six months from the date of the grant; 33% of the options vest on
the date which is 12 months from the date of the grant; and 34% of the
options vest on the date which is 18 months from the date of the grant. All
options issued pursuant to the Plan are nontransferable and subject to
forfeiture. As of June 30, 1997, the Company has issued 120,000 Incentive
Stock Options and 20,000 Nonstatutory Stock Options, of which 39,600
Incentive and 20,000 Nonstatutory Stock Options have vested but have not
been exercised.

Proforma net income and earnings per share, as if the fair value method of
accounting were used, has not been presented because the amounts are
immaterial.

See accompanying independent auditors' report.

STONEFIELD JOSEPHSON, INC.

MIRAGE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

FROM INCEPTION OF OPERATIONS ON
APRIL 1, 1997 TO JUNE 30, 1997

(11) Private Placement:

(12) Investment:

On March 30, 1997, the Company purchased 10% of the outstanding capital
stock of Network Solutions (PVT) Limited, a software development firm in
Lahore, Pakistan ("NetSol"), in exchange for the payment of $200,000. The
cash consideration of $200,000 was paid by the Company from the net
proceeds of the Private Placement (note 11). NetSol was incorporated in
Pakistan on August 22, 1996, under the Companies Ordinance 1984, as a
private company limited by shares. The principal business of NetSol is the
development and export of software. A stockholder of the Company is a
related party to the officers of NetSol.

(13) Deferred Acquisition Costs:

The Company is in the registration process of a proposed public offering.
Deferred stock offering costs of $40,000 will be charged against the
proceeds of the proposed public offering when, and if, it becomes
effective.

(14) Mirage Collections Statement of Operations:

The following is the results of operations for the twelve months ended
June 30, 1997 of Mirage Collection, Inc., which is the operating
subsidiary of Mirage Holdings, Inc.:

Net sales $ 212,972
Cost of sales 149,501
----------

Gross profit 63,471
Operating expenses 180,098
----------

(116,627)
Other income 36,293
----------

Net loss $ (80,334)
==========

Net loss per share $(.05)
==========

Weighted average shares outstanding 1,517,475
==========

See accompanying independent auditors' report.

STONEFIELD JOSEPHSON, INC.

INDEPENDENT AUDITORS' REPORT

To The Partners
Mirage Collection
Artesia, California

We have audited the accompanying balance sheet of Mirage Collection, a
Partnership, as of June 30, 1996, and the related statements of operations,
partnership equity, and cash flows for the twelve month period then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our 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 management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Mirage Collection at June
30, 1996, and the results of its operations and its cash flows for the twelve
month period then ended in conformity with generally accepted accounting
principles.

Our examination was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information on pages
9-11, is presented for purposes of additional information and is not a
required part of the basic financial statements. Such information has been
subjected to auditing procedures applied in the examination of the basic
financial statements, and in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.

/s/ HOFFSKI & PISANO, P.C.
Irvine, California
September 30, 1996

F-14

MIRAGE COLLECTION, A PARTNERSHIP

BALANCE SHEET

JUNE 30, 1996

ASSETS
------

CURRENT ASSETS:
Cash................................................................ $ 85
Accounts Receivable................................................. 8,049
Inventory........................................................... 62,615
--------
Total Current Assets.............................................. 70,749

PROPERTY, PLANT, AND EQUIPMENT, AT COST:
Equipment........................................................... 5,191
Furniture And Fixtures.............................................. 703
Leasehold Improvements.............................................. 40,562
--------
Total Property, Plant, And Equipment.............................. 46,456
Less Accumulated Depreciation (Note A)............................ (6,827)
--------
Net Property, Plant, And Equipment................................ 39,629
--------
OTHER ASSETS:
Deposits............................................................ 3,730
--------
Total Other Assets................................................ 3,730
--------
Total Assets...................................................... $114,108
========
LIABILITIES AND PARTNERS' EQUITY
--------------------------------

CURRENT LIABILITIES:
Bank Overdraft...................................................... $ 14,664
Accounts Payable.................................................... 12,848
Accrued Expenses.................................................... 5,640
Interest Payable.................................................... 1,490
Notes Payable (Note B).............................................. 70,200
--------
Total Current Liabilities........................................... 104,842
--------
Partners' Equity.................................................... 9,266
--------
Total Liabilities and Partners' Equity.............................. $114,108
========

See accompanying notes and independent auditors' report.

F-15

MIRAGE COLLECTION, A PARTNERSHIP

STATEMENT OF OPERATIONS

FOR YEAR ENDED JUNE 30, 1996

Sales................................................................ $199,230
Costs of Sales
Beginning Inventory................................................ 5,000
Purchases.......................................................... 217,058
Customs............................................................ 907
Less: Ending Inventory............................................. (62,615)
--------
Total Costs of Sales............................................. 160,350
--------
Gross Profit......................................................... 38,880
General & Administrative Expenses.................................... 97,192
--------
Income From Operations............................................... (58,312)
Other Income (Expense):
Interest Expense................................................... (4,000)
Interest Income.................................................... 17
--------
Total Other Income (Expense)..................................... (3,983)
--------
Net Income/(Loss).................................................... $(62,295)
========

See accompanying notes and independent auditors' report.

F-16

MIRAGE COLLECTION, A PARTNERSHIP

STATEMENT OF PARTNERS' EQUITY

FOR YEAR ENDED JUNE 30, 1996

BEGINNING PARTNERS' EQUITY............................................ $ 5,950
Capital Contributions............................................... 65,611
Net Loss............................................................ (62,295)
--------
ENDING PARTNERS' EQUITY............................................... $ 9,266
========

See accompanying notes and independent auditors' report.

F-17

MIRAGE COLLECTION, A PARTNERSHIP

STATEMENT OF CASH FLOWS

JUNE 30, 1996

CASH FLOWS USED IN OPERATING ACTIVITIES:
Net Loss............................................................ $ (62,295)
Non Cash Items Included In Net Loss:
Depreciation.................................................... 6,827
Changes In:
Accounts Receivable............................................. (8,049)
Inventory....................................................... (57,615)
Deposits........................................................ (3,730)
Accounts Payable................................................ 12,848
Accrued Expenses................................................ 5,640
Interest Payable................................................ 1,490
---------
Net Cash Used In Operating Activities......................... (104,884)
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of Fixed Assets.......................................... (46,406)
---------
Net Cash Used In Investing Activities......................... (46,406)
CASH FLOWS FROM FINANCING ACTIVITIES:
Notes Payable..................................................... 70,200
Capital Contributions............................................. 65,611
---------
Net Cash From Financing Activities............................ 135,811
---------
Net Change In Cash............................................ (15,479)
Cash at Beginning of the Year....................................... 900
---------
Cash at End of the Year............................................. $ (14,579)
=========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest Paid..................................................... $ 2,510
=========
Income Taxes Paid................................................. $ 0
=========

See accompanying notes and independent auditors' report.

F-18

MIRAGE COLLECTION, A PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 1996

NOTE A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(1) NATURE OF BUSINESS

Mirage Collection, A Partnership is engaged in the retail clothing business.
The Company's financial statements are presented in accordance with generally
accepted accounting principles.

(2) BASIS OF ACCOUNTING

The Company uses the accrual method of accounting for financial statement
purposes. Revenue is recognized at the point of sale.

(3) PROPERTY, PLANT, AND EQUIPMENT

Depreciable assets are stated at cost; major improvements and betterments
are capitalized. Maintenance and repairs are expensed as incurred. For
financial statement purposes, assets are depreciated using the straight line
method of depreciation over lives of five to seven years.

(4) INVENTORY

Inventory consists primarily of clothing garments held for resale and are
valued at the lower of actual cost or market. Cost is determined by specific
identification of each unit.

(5) USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.

NOTE B: NOTES PAYABLE

Notes Payable consists of four notes to various individuals all maturing
within the next six months. Interest has been accrued in accordance with the
terms of the loan agreements.

NOTE C: COMMITMENTS

The Company leases its store facilities under a five-year operating lease
for $3,200 per month. The lease expires on August 31, 2000 and requires
minimum annual lease rentals as follows:

1996-97.......................................................... $ 38,400
1997-98.......................................................... 38,400
1998-99.......................................................... 38,400
1999-00.......................................................... 38,400
2000............................................................. 6,400
--------
$160,000
========

Rent expense for the year ended June 30, 1996 totaled $28,800.

F-19

MIRAGE COLLECTION, A PARTNERSHIP

SCHEDULE OF REVENUE

FOR YEAR ENDED JUNE 30, 1996

REVENUE:
Sales Revenue....................................................... $204,482
Less: Sales Returns................................................. (5,252)
--------
TOTAL REVENUE......................................................... $199,230
========

F-20

MIRAGE COLLECTION, A PARTNERSHIP

SCHEDULE OF GENERAL & ADMINISTRATIVE EXPENSES

FOR THE TWELVE MONTHS ENDED JUNE 30, 1996

GENERAL & ADMINISTRATIVE EXPENSES:
Advertising........................................................... $ 6,315
Alterations........................................................... 292
Bad Debt.............................................................. 1,869
Bank Charges.......................................................... 389
Commissions........................................................... 75
Contributions......................................................... 50
Credit Card Expense................................................... 1,321
Depreciation.......................................................... 6,827
Dues & Subscriptions.................................................. 155
Entertainment......................................................... 95
Exhibition............................................................ 13,687
Freight............................................................... 38
Insurance............................................................. 1,891
Miscellaneous......................................................... 336
Office Expenses....................................................... 263
Office Supplies....................................................... 2,846
Outside Services...................................................... 5,205
Postage............................................................... 53
Printing.............................................................. 755
Rent.................................................................. 28,800
Repairs & Maintenance................................................. 262
Tax & License......................................................... 109
Telephone............................................................. 3,973
Travel................................................................ 19,760
Utilities............................................................. 1,826
-------
Total General & Administrative Expenses............................. $97,192
=======

F-21

===============================================================================
No dealer, sales representative or other person has been authorized to give any
information or to make any representations in connection with this Offering
other than those contained in this Prospectus, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or any Underwriter. This Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy any securities other than the
Ordinary Shares to which it relates or an offer to sell or a solicitation of an
offer to buy to any person in any jurisdiction in which such an offer or
solicitation would be unlawful. 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 or
that the information contained herein is correct as of any time subsequent to
the date hereof.

____________________________________

TABLE OF CONTENTS

Page
----

Prospectus Summary 1
Risk Factors 4
Dilution 9
Comparative Data 10
Use of Proceeds 11
Dividend Policy 11
Capitalization 12
Selected Financial Data 13
Management's Discussion and Analysis of
Financial Condition and Results of Operations 14
Business of the Company 16
Management 22
Employment and Related Agreements 24
Certain Transactions 25
Principal Shareholders 27
Selling Shareholders 28
Plan of Distribution 29
Description of Securities 29
Shares Eligible for Future Sale 30
Underwriting 31
Legal Matters 32
Experts 32
Additional Information 32
Index to Financial Statements F-1

Until ________________, ____ (25 days after the date of this Prospectus),
all dealers effecting transactions in the distribution may be required to
deliver a Prospectus. This is in addition to the obligation of dealers to
deliver a Prospectus when acting as Underwriters with respect to their unsold
allotments or subscriptions.
================================================================================

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

342,857 Units, Each Unit Consisting
of One Share of Common Stock and
One Warrant to Purchase One Share
of Common Stock for $6.00

$5.25 Per Unit

MIRAGE HOLDINGS, INC.

______________

PROSPECTUS
______________

__________________________________

September 16, 1997

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

MIRAGE HOLDINGS, INC.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers.
- -------- ------------------------------------------

The Nevada Corporation Law and the Company's Certificate of Incorporation
and Bylaws authorize indemnification of a director, officer, employee or agent
of the Company against expenses incurred by him or her in connection with any
action, suit, or proceeding to which such person is named a party by reason of
having acted or served in such capacity, except for liabilities arising from
such person's own misconduct or negligence in performance of duty. In addition,
even a director, officer, employee or agent of the Company who was found liable
for misconduct or negligence in the performance of duty may obtain such
indemnification if, in view of all the circumstances in the case, a court of
competent jurisdiction determines such person is fairly and reasonably entitled
to indemnification. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 (the "Act") 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
Act and is therefore unenforceable.

Item 25. Other Expenses of Issuance and Distribution
- -------- -------------------------------------------

SEC Registration Fee $ 1,913
NASD Fee $ 680
Accounting Fees and Expenses $ 10,000
Legal Fees and Expenses $ 50,000
Printing Expenses $ 10,000
Blue Sky Fees and Expenses $ 10,000
Underwriters' Non-accountable Expense Allowance $ 37,500
Miscellaneous $ 907
--------
Total $121,000

Item 26. Recent Sales of Unregistered Securities
- -------- ---------------------------------------

On April 1, 1997, in connection with the reorganization of the Company from
a partnership to a corporation, the Company issued 895,000 shares of its Common
Stock, to Whittington Investments, Ltd., the owner of the limited partnership in
exchange for ownership of the Company. This transaction was exempt from the
registration provisions of the Act by virtue of Section 4(2) of the Act, as
transactions by an issuer not involving any public offering. The securities
issued pursuant to this transaction were restricted securities as defined in
Rule 144.

Also on April 1, 1997, in connection with the reorganization of the Company
from a partnership to a corporation, the Company issued 5,000 shares of its
Common Stock, to Saima Khan, in consideration of past services rendered for the
Company and to entice Ms. Khan to continue working with the Company in its new
corporate form. This transaction was exempt from the registration provisions of
the Act by virtue of Section 4(2) of the Act, as transactions by an issuer not
involving any public offering. The securities issued pursuant to this
transaction were restricted securities as defined in Rule 144.

Also on April 1, 1997, in connection with the reorganization of the Company
from a partnership to a corporation, the Company issued the following
denominations of shares of its Common Stock to the following individuals to
entice such individuals to work with the Company in its new corporate form:

Najeeb Ghauri 200,000 shares
Irfan Mustafa 100,000 shares
Gill Champion 50,000 shares

These transactions were exempt from the registration provisions of the Act by
virtue of Section 4(2) of the Act, as transactions by an issuer not involving
any public offering. The securities issued pursuant to these transactions were
restricted securities as defined in Rule 144.

On April 10, 1997, the Company commenced a private placement (the "Private
Placement") of 564,065 shares of the Company's common stock at a purchase price
of $0.50 (the "Private Placement Stock") and 444,500 warrants, each warrant to
purchase one share of the Company's common stock at an exercise price of $0.75
for a term of five years at a purchase price of $0.10 (the "Private Placement
Warrants"). The Private Placement was exempt from the registration provisions
of the Act by virtue of Section 4(2) of the Act, as transactions by an issuer
not involving any public offering. The securities issued pursuant to the
Private Placement were restricted securities as defined in Rule 144. The
Private Placement Stock and the Common Stock underlying the Private Placement
Warrants are being registered herein. The offering generated net proceeds of
approximately $300,000. All investors in the Private Placement were accredited
investors as that term is defined in Rule 501 of Regulation D adopted under the
Securities Act of 1933.

Item 27. Exhibits
- -------- --------

Exhibit
- -------

1.1 Underwriting Agreement (form)*
1.2 Agreement Among Underwriters (form)*
3.1 Articles of Incorporation of Mirage Holdings, Inc., a Nevada
corporation, dated March 18, 1997*
3.2 Bylaws of Mirage Holdings, Inc., dated March 18, 1997*
4 Lock-Up Agreement (form)*
5 Opinion of Horwitz & Beam*
10.1 Employment Agreement, dated July 1, 1996, between Mirage Collection,
Inc., and Saima Khan*
10.2 Lease Agreement, dated August 1, 1995*
10.3 Lease Agreement, dated September 19, 1996
10.4 Lease Agreement, dated March 12, 1997
10.5 Company Stock Option Plan, dated April 1, 1997*
10.6 Employment Agreement, dated May 15, 1997 between Mirage Holdings, Inc.
and Najeeb U. Ghauri
10.7 Employment Agreement, dated May 15, 1997 between Mirage Holdings, Inc.
and Gill Champion
10.8 Consulting Agreement, dated February 13, 1997, between Mirage
Holdings, Inc. and Manhattan West, Inc.
10.9 Unsecured Promissory Note, dated February 26, 1997, between Mirage
Collection, Inc. and Manhattan West, Inc.
10.10 Agreement of Purchase and Sale of Stock, dated March 30, 1997,
between Mirage Holdings, Inc. and Network Solutions (PVT), Ltd.
24.1 Consent of Horwitz & Beam (included in their opinion set forth in
Exhibit 5 hereto)
24.2 Consent of Hoffski & Pisano, P.C.*
24.3 Consent of Stonefield Josephson, Inc., Certified Public Accountants
25 Power of Attorney (see signature page)
28 Specimen of Common Stock Certificate of Mirage Holdings, Inc.*

____________
* Previously Filed

Item 28. Undertakings
- -------- ------------

The undersigned registrant hereby undertakes to:

(1) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 Company 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.

(2) File, during any period in which it offers or sells securities, a post
effective amendment to this registration statement to:

(i) Include any prospectus required by section 10(a)(3) of the Securities
Act;
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement; and
(iii) Include any additional or changed material information on the plan
of distribution.

For determining liability under the Securities, treat each post-effective
amendment as a new registration statement of the securities offered, and the
offering of the securities at that time to be the initial bona fide offering.

File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

SIGNATURES

In accordance with 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 SB-2 and authorized this Registration
Statement to be signed on its behalf by the undersigned, in the City of Santa
Monica, State of California on June 5, 1997.

MIRAGE HOLDINGS, INC.

By: *
---------------------------------------------
Najeeb U. Ghauri, President

POWER OF ATTORNEY

Each person whose signature appears appoints Najeeb U. Ghauri and Gill
Champion, in the alternative, as his agents and attorneys-in-fact, with full
power of substitution to execute for him and in his name, in any and all
capacities, all amendments (including post-effective amendments) to this
Registration Statement to which this power of attorney is attached. In
accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.

Signature Title Date
--------- ----- ----

* President, Secretary, Director September 12, 1997
- ------------------
Najeeb U. Ghauri

* Vice President, Chief Financial
- ------------------ Officer, Director September 12, 1997
Gill Champion

* Director September 12, 1997
- ------------------
Irfan Mustafa

*By: /s/ Najeeb U. Ghauri
-----------------------
Najeeb U. Ghauri
Attorney in Fact