AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY , 2002
================================================================================

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

1ST STEP, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

DELAWARE 04-3618764
- ---------------------------- ---------------------------- -----------------
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL IRS EMPLOYER
OF INCORPORATION OR CLASSIFICATION CODE NUMBER) IDENTIFICATION
ORGANIZATION) NUMBER

14759 OXNARD STREET
VAN NUYS, CALIFORNIA 91411
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

CORBIN BERNSEN
14759 OXNARD STREET
VAN NUYS, CALIFORNIA 91411
(818) 904 9029
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER OF
AGENT FOR SERVICE OF PROCESS)

Copies to:
NIMISH PATEL, ESQ.
POLLET & RICHARDSON
10900 WILSHIRE BLVD., SUITE 500
LOS ANGELES, CALIFORNIA 90024
(310) 208-1182

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date of this Registration Statement.

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement 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 this Form is a post-effective amendment filed pursuant to Rule 462(d) 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 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

- --------------------------- ---------------- ---------------------- ------------------------- ------------------------
TITLE OF EACH CLASS MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE AGGREGATE OFFERING MAXIMUM AGGREGATE AMOUNT OF
REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE REGISTRATION FEE
- --------------------------- ---------------- ---------------------- ------------------------- ------------------------

Common Stock, par value 4,000,000 $.05 $200,000 $18.40
$0.001
- --------------------------- ---------------- ---------------------- ------------------------- ------------------------
Total 4,000,000 $.05 $200,000 $18.40
- --------------------------- ---------------- ---------------------- ------------------------- ------------------------

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) and (o) to the Securities Act of 1933, as
amended.

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
SHARE 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.

The information in this prospectus is not complete and may be amended. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY , 2002

[1st Step Logo Here]

PROSPECTUS

4,000,000 SHARES OF COMMON STOCK

This is the initial public offering for 1st Step, Inc. We are offering
4,000,000 shares of or common stock, $0.001 par value, on a best
efforts, no minimum basis, for a maximum aggregate offering price of
$200,000. There is no public market for these shares prior to this
offering. The offering price is $0.05 per share and there is no minimum
number of shares that we have to sell, and no minimum number of shares
that any investor must purchase. There will be no escrow account. We
will immediately use all money received from the offering.

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU
SHOULD INVEST IN OUR COMMON STOCK ONLY IF YOU CAN AFFORD TO LOSE YOUR
ENTIRE INVESTMENT. SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THIS
PROSPECTUS.

We will not use an underwriter to offer these shares. Instead, certain
of our executive officers and directors will offer the shares on our
behalf on a "best efforts" basis. These officers and directors will not
receive any commissions or additional compensation for these efforts.

The offering is scheduled to end on _______, 2002, which is the 91st
day after the effectiveness of this offering. However, we have the
right to extend the offering for an additional 90 days without notice
to subscribers or, until 180th day after effectiveness, 2002. We also
have the right to terminate the offering at any time prior to the sale
of all of the shares offered. If we terminate the offering, proceeds
from all sales made prior to the cancellation will be used by us as
described in our "Use of Proceeds" discussion.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

THE DATE OF THIS PROSPECTUS IS MAY , 2002

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

1ST STEP, INC.
TABLE OF CONTENTS

You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell, and seeking offers to
buy, shares of common stock only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus is accurate only as to
the date of this prospectus, regardless of the time of delivery of the
prospectus or of any sale of the common stock.

PAGE
----

PROSPECTUS SUMMARY.............................................................1
USE OF PROCEEDS................................................................6
SELLING SECURITYHOLDERS........................................................7
DETERMINATION OF OFFERING PRICE................................................8
PLAN OF DISTRIBUTION..........................................................11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION.....................11
DESCRIPTION OF PROPERTY.......................................................15
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS..................16
EXECUTIVE COMPENSATION........................................................16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................................18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT................18
DESCRIPTION OF SECURITIES.....................................................19
LEGAL PROCEEDINGS.............................................................21
INTEREST OF NAMED EXPERTS AND COUNSEL.........................................21
INDEMNIFICATION...............................................................21
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE..................................................................22
INDEX TO FINANCIAL STATEMENTS.................................................23

PROSPECTUS SUMMARY

This summary highlights selected information in this prospectus, but it
may not contain all of the information that is important to you. To better
understand this offering, and for a more complete description of the offering,
you should read this entire prospectus carefully, including the "Risk Factors"
section and the financial statements and the notes to those statements, which
are included elsewhere in this prospectus.

1ST STEP, INC.

We are a full service professional introduction agency, which provides
entertainers and creators of new entertainment technology with every aspect of
management, including career management and guidance, project development,
public relations, contract negotiations, marketing and endorsements. We intend
to serve as an introduction service, using our industry connections and contacts
to permit promising actors, writers, directors, musicians, and
entertainment-related technology entrepreneurs in contract negotiations with our
various entertainment industry professional contacts, including television
networks, film studios, production companies, record companies, web portals and
technology companies. Additionally, we intend to promote our clients through our
own network to generate awareness of both specific projects and our clientele
overall.

We intend to generate revenue from two basic sources: (i) consulting
fees derived from representation of our clients in the negotiation of contracts
and endorsements, as well as general career consultation; and (ii) participation
in the sales and profits of projects submitted to entertainment industry
professionals generated by our clientele. Our consulting fees will generally be
between 5% to 10% of the value of any contract we negotiate on behalf of our
clientele, or $200/ an hourly/ monthly rate for general career advice. We will
have various percentages of participation for specific projects, based primarily
on the extent of our involvement in the project, the extent of our client's
involvement in the project, the amount of financing we have contributed, if any,
and projected revenue for the project itself. We believe that, as general
revenues in the industry increase, wages and endorsement revenues paid to our
clients should increase, and consequently our own revenues will increase.

HOW TO CONTACT US

Our executive office is located at 14759 Oxnard Street, Van Nuys,
California 91411. Our telephone number is (818) 780-8241. Our website is located
at: www.firststepinc.com.

THE OFFERING

Total shares outstanding prior to the offering.............. 8,730,000

Maximum shares being offered by 1st Step, Inc............... 4,000,000

Total shares outstanding after the offering (assuming full
subscription)............................................... 12,730,000

Price per share offered to the public by 1st Step........... $0.05

Total proceeds raised by offering........................... $200,000 gross, less offering related
expenses estimated at $50,000.

Use of proceeds from the sale of the shares ............... We plan to use the net for working capital.
We will also use the proceeds for the
development of projects and development of
talent as warranted. See "Use of Proceeds."

Termination of Offering............................. Our offering will terminate on the ninety-first
(91st) day following the effectiveness of this
Registration Statement ( ____________, 2002).

RISK FACTORS

AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING RISK
FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING 1ST STEP, INC. AND ITS
BUSINESS. ALL FORWARD-LOOKING STATEMENTS ARE INHERENTLY UNCERTAIN AS THEY ARE
BASED ON CURRENT EXPECTATIONS AND ASSUMPTIONS CONCERNING FUTURE EVENTS OR FUTURE
PERFORMANCE OF 1ST STEP, INC.

THIS IS A DIRECT PUBLIC OFFERING AND THERE IS NO UNDERWRITER, WE MAY NOT BE ABLE
TO SELL ANY SHARES OURSELVES. UNLESS WE ARE ABLE TO SELL ALL OF THE SHARES
OFFERED, WE MAY NOT BE ABLE TO CONTINUE AS A GOING CONCERN.

We have not retained an underwriter to sell these securities. We will
conduct this offering as a direct public offering, and there is no guarantee as
to how much money we will be able to raise through the sale of our stock. Our
officers and directors will be selling shares on behalf of the company, and none
of our officers and directors have any prior experience in selling securities.
Our independent certified public accountants have noted that we have an
accumulated deficit and negative working capital, so our ability to continue as
a going concern is dependent upon obtaining additional financing for our planned
operations. If we fail to sell all the stock we are trying to sell, our ability
to expand and complete our business plan will be materially affected, and you
may lose all or substantially all of your investment.

WE ARE A DEVELOPMENT STAGE COMPANY WITH NO RECORDED REVENUES AND A HISTORY OF
LOSSES.

We were incorporated on February 8, 2002, and have no operating
history. This makes it difficult to evaluate our future performance and
prospectus. We have not yet generated any revenues for our consulting
activities. Our prospectus must be considered in light of the risks, expenses,
delays and difficulties frequently encountered in establishing a new business in
an emerging and evolving industry characterized by intense competition.

WE HAVE EXPERIENCED OPERATING LOSSES SINCE OUR INCEPTION AND OUR AUDITORS HAVE
INDICATED UNCERTAINTY CONCERNING OUR ABILITY TO CONTINUE OPERATIONS AS A GOING
CONCERN.

As of March 31, 2002, we have a limited operating history under our
current structure, which raises substantial doubt about our ability to continue
as a going concern. We have not earned any revenue since our inception and have
incurred a net loss of $43,672 through March 31, 2002. Losses are expected to
continue for the immediate future. The financial statements do not include any
adjustments that might be necessary if we are unable to continue as a going
concern.

WE DO NOT HAVE ANY CLIENTS YET, AND OUR INABILITY TO SECURE HIGH-QUALITY CLIENTS
AND CLIENT CONTRACTS MAY MATERIALLY ADVERSELY EFFECT OUR FINANCIAL POSITION AND
OUR ABILITY TO DO BUSINESS.

Our success will be affected by our ability to attract and develop
promising new entertainment talent, and to expand our talent agency operations
so as to represent both a substantial number of current and future entertainers
and producers with high earning and marketing potential. Our business relies on
the revenue we will derive from any management agreements we form and execute
with entertainers and producers. Success and the ability to generate steady
income in the entertainment industry is rare in comparison with other
industries, and we must generate a large, high-quality clientele base in the
near future to generate revenues. We may not be able to attract the quality and
number of clients needed to achieve and sustain profitable operations. Our
failure to attract and retain such clients may materially adversely impact our
financial position and our ability to conduct our business.

OUR SUCCESS WILL DEPEND ENTIRELY ON THE SUCCESS OF OUR CLIENTS, AND OUR FAILURE
TO PROMOTE OR MAINTAIN THE CAREERS OF OUR CLIENTELE MAY MATERIALLY ADVERSELY
IMPACT OUR FINANCIAL POSITION.

Our revenues are derived in part from a specified percentage of the
income generated by our clients, and our clients will face intense competition
in achieving success and steady income generation. As a result, our revenues may
be subject to wide fluctuations, in most cases due to circumstances beyond our
control. If we are unable to promote or the careers of our clientele or
negotiate a sale of a technology product, it may adversely impact our financial
position and our results of operations.

WE ARE A CONSULTING COMPANY WITH NO EXPERIENCE IN THE MARKET, AND OUR INABILITY
TO COMPENSATE FOR THIS INEXPERIENCE MAY ADVERSELY IMPACT OUR FINANCIAL POSITION.

We are a consulting company in a highly competitive industry with no
substantial tangible assets, or revenues and a short history of operations. Our
management has no significant experience in operating a consulting business.
Additionally, our business is subject to the inherent risks associated with
starting a new business. We face numerous challenges in the pursuit of our
business strategy including the raising of adequate capital, the expenses
associated with the commencement of commercial operations and significant
capital investment, intense competition and rapid technological change. There
can be no assurance that we will successfully meet these challenges.

WE WILL NEED ADDITIONAL FINANCING TO FULLY IMPLEMENT OUR BUSINESS PLAN, AND IF
WE FAIL TO OBTAIN ADDITIONAL FUNDING WE MAY NOT BE ABLE TO CONTINUE OUR
OPERATIONS.

We will need to raise additional capital to implement fully our
business plan and establish adequate operations. We cannot assure you that we
will be able to recover additional public or private financing, including debt
or equity financing, as needed, or, if available, on terms favorable to us.
Furthermore, debt financing, if available, will require payment of interest and
may involve restrictive covenants that could impose limitations on our operating
flexibility. Our failure to successfully obtain additional future funding may
jeopardize our ability to continue our business and operations.

OUR SUCCESS DEPENDS A LARGE PART ON OUR ABILITY TO ATTRACT AND RETAIN OR HIRE
KEY PERSONNEL, WHICH WE MAY OR MAY NOT BE ABLE TO DO.

To operate successfully and manage our potential future growth, we must
attract and retain highly qualified key artists, managerial and financial
personnel. We face intense competition for qualified personnel in these areas,
and we cannot assure you that we will be able to attract and retain qualified
personnel. Our success depends largely on the skills, experience and reputation
of our president, Corbin Bernsen. The loss or unavailability of Mr. Bernsen, or
any of our management team, for any significant period of time could have a
material adverse effect on our business, prospects, financial condition and
results of operations. We do not have any employment agreements with any of our
officers, directors or employees.

OUR PROFITABILITY WILL FLUCTUATE DEPENDING ON THE PAYMENT SCHEDULE FOR OUR
CLIENTS, AS WE WILL BE PAID ONLY WHEN OUR CLIENTS ARE PAID. WE MAY ENTER INTO
TRANSACTIONS IN WHICH BOTH WE AND OUR CLIENT WILL BE COMPENSATED ON A
CONTINGENCY BASIS FOR THE PURCHASE OR USE OF THE CLIENT'S PRODUCT OR TALENT,
WHICH MAY ADVERSELY IMPACT OUR QUARTERLY EARNINGS AND RESULT IN UNPREDICTABLE
CASH FLOW.

Our clients may enter into contracts for their products or talents,
pursuant to which they may be paid after some contingency or event occurs, such
as payment for an entertainer upon entering production, rather than upon
contracting, or payment for a technological device upon the completion of
testing and successful integration, rather than upon introduction. In these
instances, our fees generated by our introduction will be subject to the same
contingencies. As a result, our revenues may fluctuate from quarter to quarter,
and, in some cases, may not be collectable if the contingency does not occur, or
occurs later than anticipated.

THE COMPETITION IN THE ENTERTAINMENT INDUSTRY IS INTENSE, AND WE MAY BE UNABLE
TO GAIN A COMPETITIVE POSITION IN THE MARKETPLACE.

The entertainment industry is intensely competitive. Although we will
not directly compete with companies such as ours we will compete with numerous
individuals and companies, including many major production companies and
agencies, which have substantially greater technical, financial, and operational
resources and staffs. Accordingly, there is a high degree of competition for
desirable projects, artists, and authored works, as well as for access to funds.
We cannot assure you that we will be able to compete for ownership rights,
properties and funding, and our failure to do so will substantially reduce our
financial position.

SINCE OUR COMMON STOCK HAS NEVER BEEN TRADED, PRICES FOR THE COMMON STOCK MAY
DECLINE AFTER THE OFFERING.

There is no public market for our common stock and we cannot assure you
that a market will develop or that any shareholder will be able to liquidate his
investment without considerable delay, if at all. We have not engaged an
underwriter for this offering, and we cannot assure you that any brokerage firm
will act as a market maker of our securities. If a market should develop, the
price may be highly volatile. In addition, an active trading market for our
common stock may not develop or be sustained.

OUR MANAGEMENT HAS BROAD DISCRETION IN USING THE PROCEEDS OF THE OFFERING.

We expect to use the net proceeds of this offering to develop and
initiate a marketing and advertising campaign, and for working capital. See our
discussion in "Use of Proceeds." Our management, however, has broad discretion
with respect to the expenditure of the net proceeds. Accordingly, you may
entrust your investment to the judgment of our management with only limited
information regarding the application of the funds.

WE DO NOT INTEND TO PAY DIVIDENDS TO OUR STOCKHOLDERS.

We have never paid any dividends to our stockholders. We currently
intend to retain any future earnings for funding growth and, therefore, do not
expect to pay any dividends in the foreseeable future. If we determine that we
will pay dividends to the holders of our common stock, we cannot assure that
such dividends will be paid on a timely basis.

YOU WILL BE SUBJECT TO IMMEDIATE AND SUBSTANTIAL DILUTION IN THE NET TANGIBLE
VALUE PER SHARE OF YOUR SHARES AFTER COMPLETION OF THE OFFERING.

Our net tangible book value per share prior to the offering is
approximately $0.007. After the offering, we expect our net tangible book value
per share to be approximately $0.02. Therefore, there will be an increase in the
net tangible book value per share for our existing stockholders of approximately
$0.010. There will be dilution to investors in the net tangible book value per
share of approximately $0.033. In addition, the 6,000,000 shares of our common
stock issued upon the founding of 1st Step have been valued at $0.001 per share,
as compared to your investment of $0.05 per share.

APPLICABILITY OF "PENNY STOCK RULES" TO BROKER-DEALER SALES OF OUR COMMON STOCK
COULD HAVE A NEGATIVE EFFECT ON THE LIQUIDITY AND MARKET PRICE OF OUR COMMON
STOCK.

Our common stock is listed on the Over-the-Counter Pink Sheets. It is
not quoted on any exchange or on NASDAQ, and no other exemptions currently
apply. Therefore, the SEC "penny stock" rules govern the trading in our common
stock. These rules require, among other things, that any broker engaging in a
transaction in our securities provide its customers with the following:

o a risk disclosure document,
o disclosure of market quotations, if any,

o disclosure of the compensation of the broker and its salespersons in
the transaction, and
o monthly account statements showing the market values of our securities
held in the customer's accounts.

The broker must provide the bid and offer quotations and compensation
information before effecting the transaction. This information must be contained
on the customer's confirmation. Generally, brokers subject to the "penny stock"
rules when effecting transactions in our securities may be less willing to do
so. This may make it more difficult for investors to dispose of our common
stock. In addition, the broker prepares the information provided to the broker's
customer. Because we do not prepare the information, we cannot assure you that
such information is accurate, complete or current.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks
and uncertainties. We use words such as "anticipates", "believes", "plans",
"expects", "future", "intends" and similar expressions to identify these
forward-looking statements. You should not place undue reliance on these
forward-looking statements, which apply only as of the date of this prospectus.
Our actual results could differ materially from those anticipated in these
forward-looking statements for many reasons, including the risks described in
"Risk factors" and elsewhere in this prospectus. Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements. We are under no duty to update any of the forward-looking
statements after the date of this prospectus to conform these statements to
actual results.

USE OF PROCEEDS

Assuming we sell the maximum number of shares offered, the net proceeds
to us from the sale are estimated to be $200,000 before deduction of estimated
placement expenses of $50,000. However, we cannot assure you of the amount of
proceeds that will be raised, if any at all, since this is a best efforts, no
minimum offering. The first $50,000 raised from this offering will be applied to
legal, accounting, and other fees relating to this offering. The remainder of
the proceeds will be applied in the following manner, in the approximate
percentages identified in table below:

MAXIMUM 75% OF 50% OF 25% OF
OFFERING OFFERING OFFERING OFFERING

GROSS PROCEEDS $200,000 $150,000 $100,000 $50,000

APPLICATION OF PROCEEDS:
------------------------

LEGAL, ACCOUNTING AND OTHER FEES $50,000 $50,000 $50,000 $41,000
OFFICE RENT $9,000 $9,000 $9,000 $9,000
SALARIES $84,000 $84,000 $41,000 $0
WORKING CAPITAL $57,000 $7,000 $0 $0

TOTAL APPLICATION OF PROCEEDS $200,000 $150,000 $100,000 $50,000

While we currently intend to use the proceeds of this offering
substantially in the manner set forth above, we reserve the right to reassess
and reassign such use if, in the judgment of our board of directors, such
changes are necessary or advisable. At present, no material changes are
contemplated. Should there be any material changes in the above projected use of
proceeds in connection with this offering, we will issue an amended prospectus
reflecting the same.

If the offering is not sold we may use some of the registered shares in
exchange for the retirement of debt related to legal and accounting fees and
other fees related to the offering, as indicated above.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock.
We currently intend to retain future earnings, if any, to finance the expansion
of our business, and we do not expect to pay any cash dividends in the
foreseeable future.

CAPITALIZATION

The following table sets forth our capitalization as of March 31, 2002:

o on an actual basis; and
o on a pro forma as adjusted basis to reflect our receipt of the net
proceeds from the sale of the shares of common stock in this offering
at an assumed initial public offering price of $0.05 per share, after
deducting estimated offering expenses of $150,000.

You should read this table with "Management's Discussion and Analysis
of Financial Condition and Results of Operations," "Description of Capital
Stock" and the financial statements and the related notes.

As of March 31, 2002
- ------------------------------------------------------ ------------------- ---------------------
Actual Pro Forma
as adjusted
- ------------------------------------------------------ -----------------------------------------

Current liabilities $11,800 $11,800
- ------------------------------------------------------ ------------------- ---------------------
Stockholder's equity:
- ------------------------------------------------------ ------------------- ---------------------
Common stock, $.001 par value, 50,000,000 shares
authorized, 8,730,000 and 12,730,000 are issued and
outstanding as actual and adjusted respectively. $8,730 $12,730
- ------------------------------------------------------ ------------------- ---------------------
Additional paid-in capital $97,770 $243,770
- ------------------------------------------------------ ------------------- ---------------------
Accumulated Deficit ($43,672) ($43,672)
- ------------------------------------------------------ ------------------- ---------------------
Total stockholder's equity $62,828 $212,828
- ------------------------------------------------------ ------------------- ---------------------
Total capitalization $74,628 $224,628
- ------------------------------------------------------ ------------------- ---------------------

The total number of outstanding shares of our common stock as of the date of
this prospectus is 12,730,000, including the shares offered by this prospectus,
and excluding the following:

DILUTION

Our net tangible book value before taking this Offering into
consideration at March 31, 2002, was $62,822 or $0.07 per share of common stock.
The "net tangible book value" represents the amount of the total tangible assets
less the total liabilities of 1st Step as of March 31, 2002. Our net tangible
book value per share represents the net tangible book value of 1st Step divided
by the total number of shares of common stock outstanding as of March 31, 2002.
The holders of such shares of common stock are referred below as the "Existing
Stockholders."

Without taking into consideration any change in the net tangible book
value of 1st Step after March 31, 2002 and assuming subscriptions are received
and accepted for the maximum number of shares of common stock offered (4,000,000
shares), our adjusted net tangible book value as determined after the receipt of
net proceeds from such maximum offering amount, totaling $150,000, will be $0.02
per share of common stock. This represents an immediate increase in our net
tangible book value of $0.010 per share of common stock to the Existing
Stockholders, and an immediate dilution of $0.033 per share to the investors
purchasing shares of common stock in this Offering (the "New Stockholders").

The following table illustrates this per share dilution at March 31,
2002:

Offering Price per share of Common Stock............................. $0.05

Adjusted net tangible book value per share
of Common Stock at March 31, 2002
before this Offering................................................. $0.007

Increase attributable to the Offering................................ $0.010

Adjusted net tangible book value
per share of Common
Stock after this Offering............................................ $0.017

Dilution in adjusted net tangible book
Value per share of Common
Stock to New Stockholders............................................ $0.033

In addition, further dilution could occur in the future due to any
contracts we may enter into with third party entities for consulting or other
services. Should any additional common stock shares be issued for consulting or
other services, you may, after the close of this Offering, continue to
experience additional dilution to your investment in 1st Step, Inc. The dilution
amount may also increase if less than a maximum offering results, as any number
of shares sold will increase the pro forma book value per share.

SUMMARY FINANCIAL INFORMATION

The information set forth below from the date of inception, February 8,
2002, to March 31, 2002 is derived from the financial statements included
elsewhere in this prospectus. The information below should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the financial statements and notes thereto
included elsewhere in this prospectus.

MARCH 31,
STATEMENT OF OPERATIONS DATA: 2002
- ----------------------------- ----
Total Assets................................................. $74,628
Total Liabilities............................................ $11,800
Stock Equity................................................. $62,828
Revenues..................................................... $ 0
Operating Expenses........................................... $42,872
Basic and Dilution per share................................. ($0.01)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION

You should read the following discussion and analysis of our financial
condition and results of operations together with our financial statements and
related notes appearing elsewhere in this prospectus. This discussion and
analysis contains forward-looking statements that involve risks, uncertainties,
and assumptions. The actual results may differ materially from those anticipated
in these forward-looking statements as a result of certain factors, including,
but not limited to, those presented under "Risk Factors" on page 3 and elsewhere
in this prospectus.

PLAN OF OPERATION

During the course of the next twelve months, we plan to develop the
business model, target and acquire clients and brand the company as an
entertainment incubator. Our cash needs are satisfied by the current investment
in the company for the remainder of this fiscal year and we will use the
offering to generate additional cash which may be needed for options on
intellectual properties such as scripts.

We may consider the hiring of up to two additional persons, one as an
administrative assistant and the other as business development manager.

RESULTS OF OPERATION

We are a development stage company, and have sustained a net loss of
$43,672 from our date of inception, February 8, 2002 to March 31, 2002. As of
the date of this prospectus, we have not generated any revenue due to the fact
that we have not yet established our clientele. Our losses are attributable to
expenses of $16,647 for professional fees, $25,000 for script option rights,
$1,000 for office rent, $225 for miscellaneous expenses and income tax expenses
of $800. We have not yet completed a full fiscal quarter, so have cannot compare
our past performance with our current performance.

LIQUIDITY AND CAPITAL RESOURCES

We are not engaged in a capital-intensive business. Our costs are
primarily incurred by the salaries of our employees, travel and entertainment
related to our business, and business overhead normal to a service business. We
have generated a gross amount of $196,500 as of April 30, 2002 through the
private sales of restricted common stock to 31 accredited investors.

We believe that the proceeds raised from this offering will be adequate
to cover our costs and expenses for the remainder of the fiscal year. We have
not incurred any debt outside of the $50,000 cost of this offering, and do not
anticipate incurring any in the foreseeable future. Additional funding needs
will be generated by future equity sales, both public and private.

DESCRIPTION OF BUSINESS

We were incorporated in the State of Delaware on February 8, 2002. We
are a full service professional representation agency which provides
entertainers and creators of new entertainment technology with every aspect of
management, including career management and guidance, project development,
public relations, contract negotiations, marketing and endorsements, and
financing as required.

SUMMARY

We intend to generate revenue from two basic sources: (i) consulting
fees derived from representation of our clients in the negotiation of contracts
and endorsements, as well as general career consultation; and (ii) participation
in the sales and profits of projects submitted to entertainment industry
professionals generated by our clientele. Our consulting fees will generally be
between 5% to 10% of the value of any contract we negotiate on behalf of our
clientele, or $200/an hourly/monthly rate for general career advice. We will
have various percentages of participation for specific projects, based primarily
on the extent of our involvement in the project, the extent of our client's
involvement in the project, the amount of financing we have contributed, if any,
and projected revenue for the project itself. We believe that, as general
revenues in the industry increase, wages and endorsement revenues paid to our
clients should increase, and consequently our own revenues will increase.

BUSINESS STRATEGY

The entertainment industry has faced massive challenges in the recent
years from the advancement of technology. On one front, the industry is entering
a new era, where musicians, directors and producers armed with the latest
digital recording devices and cameras using off-the-shelf inexpensive equipment
are now producing product that rivals some of the best that the studio has to
offer (e.g. David Gray, Blair Witch Project). In addition, the advancements of
technologies such as MP3 and peer-to-peer networks, such as Napster and
Morpheus/Kazaa, along with increased bandwidth and plummeting hard drive costs,
have made it easier for both pirated and licensed media content to be
distributed to consumers at little to no cost. Aside from ensuing litigation,
the entertainment industry is now facing a reconfiguration of traditional
revenue and distribution models, resulting in a far more complex environment for
both entertainers and entertainment technology developers. Current artists and
developers must consider not only how to meet individuals who can develop
projects or technology, but must also consider the project or technology's modes
of distribution, digital rights issues, as well as alternative sources of
revenues from the finished product. Our knowledge of the entertainment and
technology industries offers a solution to leverage an extensive network to
generate not only development of our clients' careers and/ or technology, but
also create strategic partnerships and a unique network to both advise and
create "out of the box" opportunities currently not addressed by the traditional
entertainment management structures.

The vast majority of project development in any aspect of the
entertainment industry, including acting, recording and writing, is generated
exclusively by introduction to "insiders" within the industry. Most individuals
entering the entertainment industry have no knowledge of who the "insiders" are,
or how to generate any level of contact with these individuals.
Entertainment-related technology is also subject to "insider" contacts within
the industry, and is generally only developed and submitted for broad or mass
public use once industry "insiders" are both made aware of the technology, and
presented information regarding the technology in a favorable or acceptable
manner.

We have generally created a structure in which we allow talented
entertainers and entertainment technology developers to exchange information
with insiders in the entertainment industry. Should such information result in a
contract between these individuals, we earn a fee. We may also generate
additional fees from our participation in projects which result from these
contracts, and any fees generated from financing we have supplied (which may or
may not result in participation in the project itself).

We have a number of potential clients and projects. We are currently
negotiating with a recording studio regarding the development of a new model
production entity that will provide completed recording projects for recording
labels at a reduced cost. We are also negotiating with a company which has
produced a digital content product, which we may represent and market to
industry professionals.

REPRESENTATION OF ENTERTAINERS

In the entertainment industry, the vast majority of work is obtained by
knowing the insiders who represent quality casting projects and productions.
Most "lay" people do not have access to these projects and productions,
primarily because they do not know who actually does have access to these
projects, and, if they do know who has access, they cannot gain access
themselves to those key individuals. One of our company's founders, Mr. Corbin
Bernsen, is a well-known industry insider. Mr. Bernsen has had a long and
established career in the entertainment industry, including starring as the
flamboyant attorney Arnie Becker in the hit TV series, LA LAW, and Roger Dorn in
the MAJOR LEAGUE movies. We intend to use the vast industry contacts held by Mr.
Bernsen to introduce entertainers, including actors, vocalists, musicians, and
scriptwriters, to the individuals who can develop the careers of our clientele.
These individuals include top ranking agents and casting directors, as well as
music industry professionals and studios.

We do not intend to represent our clientele as agents directly, nor do
we intend to manage their careers. We intend to act solely as an introduction
service, selecting talent we view as promising and noteworthy, and introducing
them to the industry insiders, including agents and managers. While these agents
and managers do not take unsolicited meetings or clientele, we will meet with
such prospective talent. When we determine that a prospective client is a
promising talent, we will take on that individual as a client, and use our
contacts throughout the entertainment industry, both in Los Angeles and in New
York, to aggressively "shop" the entertainer or technology to appropriate
industry professionals. Our recommendation will provide the necessary
introduction to this select group of professionals, making it possible for our
clientele to advance in the industry. In exchange for our introduction, we will
receive a negotiated percentage from our client's future earnings for a
specified number of years, and will generally not exceed five years.

REPRESENTATION OF ENTERTAINMENT TECHNOLOGY DEVELOPERS

The entertainment technology industry is slightly different from the
entertainment industry. We intend to represent both Internet-based technology,
such as technology designed to manipulate and organize MP3 files and systems, as
well as standard recording equipment developers. This industry does not rely on
agent representation, per se, but does require significant contacts within both
the recording and software industries. One of our company's founders, Mr. Shaun
Edwardes, has extensive contacts in the recording and entertainment technology
industries. He has extensive experience with artist development, including past
work with major record labels, such as Universal and Sony and managing Grammy
winning projects and artists David Lynch and Judy Cruise. Mr. Edwardes also has
significant experience with successful technology companies such as Voxsurf
Ltd., and has extensive contacts within the software industry. As with the
entertainment industry, entertainment technology industry professionals rarely
accept unsolicited interviews or meetings. We intend to focus on digital
distribution and digital entertainment management, which we believe is the
future of the entertainment technology industry.

We intend to focus on digital distribution and digital entertainment
management, which we believe is the future of the entertainment technology
industry. We will review both solicited and unsolicited software and
technologies, and, once we determine a particular software program or technology
is both viable and promising, we will use our contacts to introduce our
clientele to the appropriate industry professional. In exchange, we will take a
direct percentage of revenue generated by the technology or, if the technology
is sold directly to the industry, a percentage of the sale price.

IN-HOUSE MULTI-MEDIA

We are also negotiating to develop an in-house multi-media division,
which would assist with "packaging" our clients in order to best present them to
industry professionals. This division will employ a graphic artist to create
publicity packages for our clients for submission to prospective agents,
managers and technology professionals. We will also be able to present our
client's technology in the most professional format possible, to increase the
likelihood of acceptance by the relevant industry professional. This division
may also provide ongoing revenue, as we may also use it to provide our corporate
packaging services to outside industries.

MARKETING

Marketing involves the establishment of contractual relationships
between 1st Step, the entertainers and technology developers we represent, and
industry professionals within the entertainment and entertainment technology
industries. As we are not marketing our clientele to the general public, and
marketing to industry professionals is based primarily on relationships and
networking, we expect to have minimal marketing expenses. Apart from press kits,
photos, business plans, and phone calls, we will have very little marketing
expense.

COMPETITION

Although we do not have any direct competitors who represent the
industry niche we intend to serve, there are numerous larger, significant,
competing entities and companies in the entertainment industry who represent
entertainers, as well as larger, significant competing entities and companies
who represent entertainment technology developers, both of which operate
locally, nationally and internationally. These companies will be our clients,
and not our competitors.

There are also numerous other management and marketing companies
operating in the entertainment industry and entertainment related industries
that have the resources to compete with us should they decide to do so.

Additionally, there are numerous individual licensed agents conducting
business in the entertainment industry. We will compete in the marketplace based
on the ability to offer greater opportunities to entertainers and entertainment
technology developers, service, quality of representation, negotiating skills,
and personal relationships between management, the entertainers and technology
developers, and the entertainment industry professionals and "insiders." We
believe we can be successful in the entertainment industry because of the
services we can provide entertainers and technology entrepreneurs, particularly
professional contacts with decision makers and marketing services. There is no
guarantee that we are or will remain competitive or successful in the future.
Moreover, there is no guarantee that ICM, William Morris or CAA or other larger
competing entertainment management and marketing companies will not expand their
businesses in the entertainment or entertainment technology development
industries. The expansion of any of these larger competing management and
marketing companies could have a material adverse effect on our business.

EMPLOYEES

Creating and maintaining personal relationships between our management
and prospective new talent, other industry agents, marketing and public
relations firms and key insider industry professionals is critical to
implementing and maintaining our business strategy. The intensely high level of
competition within the industry requires us to obtain and retain management and
employees with high numbers of well-connected individuals throughout the

entertainment industry. We currently only have two individuals who meet these
criteria: Mr. Bernsen and Mr. Edwardes. We intend to hire two additional
individuals who also meet these criteria within the next fiscal year, and are
actively seeking these new individuals.

As of April 12, 2002, we had no full-time employees and one part-time
employee. None of our employees is represented by a labor union and we have not
experienced any work stoppages. We consider our employee relations to be good.
There are no employment agreements with any of our employees.

GOVERNMENT REGULATION

The entertainment industry is currently structured with talent being
represented by their manager, agent and attorneys. The manager and agent
traditionally take 10% of the gross earnings, and the attorney is either paid on
an hourly basis or a percentage up to 5%. California state law currently
restricts agents from taking more than 10% and prevents agents from investing
in, or being owned by, advertising agencies or studios. This law is currently
under review and negotiations between agents and the Screen Actors Guild. Any
changes will have no impact on our business model. As we are not a
representation or management company, but merely an introduction company, we are
not governed by any government regulations or restrictions.

CUSTOMERS

We do not yet have any customers who represent more than 10% of our
revenues.

LEGAL PROCEEDINGS

We are not a party to any legal proceeding or litigation, and none of
our property is the subject of a pending legal proceeding. Further, the officers
and directors know of no legal proceedings against us or our property
contemplated by any person, entity or government authority.

DESCRIPTION OF PROPERTY

PRINCIPAL OFFICE

We rent property and office space from Public Media Works for a monthly
rent of $1000. The address of the property is located at 14759 Oxnard Street,
Van Nuys, California 91411. We rent this property on a month to month basis.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The directors, executive officers and significant personnel of 1st
Step, Inc. and their ages are as follows:

NAME AGE POSITION
- ---- --- --------
Corbin Bernsen 47 Chief Executive Officer, Secretary,
Chairman of the Board
Bill Cheung 31 Chief Financial Officer, Director
Shaun D.C. Edwardes 39 Director

CORBIN BERNSEN: Mr. Bernsen has been President, Chief Executive
Officer, Secretary and a director to 1st Step since its inception on February 8,
2002. He has been a successful actor and writer for the past twenty years
earning Golden Globe nominations for television acting and being a current
member in good standing with the Writer's Guild of America. Since February 2002
he has been acting on a NBC television project "Return to LA Law." He has also
been the President and CEO, of Public Media Works, Inc., an interactive film
production company, from May 2001. Prior to that period he focused entirely on
his acting career. He received a Masters degree from the University of
California of Los Angeles in Playwriting in 1979.

SHAUN D.C. EDWARDES: Mr. Edwardes has been a director and consultant to
1st Step since its inception on February 8, 2002. He is also the Chief Executive
Officer of EssTec, Inc., a software platform development company that also
provides technology consulting services, and has been since March 2002. Prior to
that, Mr. Edwardes served as Executive Vice President - Business Development to
EssTec, Inc. from January 2002 until March 2002. Mr. Edwardes served as Chief of
Operations for Public Media Works, Inc., an interactive film production company,
from 2000 to 2001. From 1999 to 2000, Mr. Edwardes served as Vice President of
Business Development for Voxsurf Software, Ltd., specializing in voice and WAP
(wireless application protocol) software development. In 1999 Mr. Edwardes also
served as Principal for DC Management, a development and management company for
recording artists. From 1996 to 1998, Mr. Edwardes served as General Manager for
the overseas operations of Last Beat, Inc.

BILL CHEUNG: Mr. Cheung has been a director and Chief Financial Officer
to 1st Step since inception on February 8, 2002. Mr. Cheung has served as a
director to EssTec, Inc., a software platform development company, since
December 2001. From 1997 to 2001, Mr. Cheung served as Marketing and Sales
Partner with Golden Horizon Plastic Corp. From 1994 to 1997, Mr. Cheung served
as Sales Manager to National Plastics Color. Mr. Cheung is a graduate from Drake
University with honors in Mathematics and Computer Science.

All directors hold office until the next annual meeting of shareholders
and the election and qualification of their successors. Officers are elected
annually by, and serve at the discretion of, the Board of Directors. Board
members are not presently compensated, but are reimbursed for their expenses
associated with attending Board meetings.

EXECUTIVE COMPENSATION

SUMMARY OF COMPENSATION

We have made no provisions for cash compensation to our officers and
directors, Bill Cheung, Shaun D.C. Edwardes and Corbin Bernsen. Our management
received 100,000, 1,000,000 and 500,000 restricted shares, respectively, as a
founder shares. No salaries are being paid at the present time, and will not be
paid unless and until there is available cash flow from operations to pay
salaries. There were no grants of options or SAR grants given to our executive
officers during the last fiscal tear.

EMPLOYMENT AND CONSULTING AGREEMENTS

We do not have any written employment/consulting agreements with our
executive officers and directors.

COMPENSATION OF DIRECTORS

Members of the Board of Directors are not compensated for serving as
directors of 1st Step, Inc., however expenses may be reimbursed.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have a consulting agreement with a shareholder/Director Shaun
Edwardes, which commenced from February 18, 2002. The agreement can be
terminated by either party, with or without cause, at any time upon fifteen (15)
days' prior written notice to the other party. The services to be rendered are
varied and primarily are to help us in our development stage. The agreement
calls for compensation of $7,000 per month during the term of the agreement,
beginning March 1, 2002. The Company has paid $7,500 to Mr. Edwardes for the
consulting expense during the period ended March 31, 2002.

We paid $25,000 to our Chief Executive Officer, Corbin Bernsen for
script option rights. Mr. Bernsen was paid $10,000 on March 8, 2002 and $15,000
on March 20, 2002 for a twelve-month option to purchase five screenplays for the
purpose of being produced as feature films.

On April 5, 2002, we entered into a consulting agreement with an
entity, related through common major shareholders, whereby, the consultant will
provide services in development of Corporate Identity and Brand via Web Site
development, Logo and Stationary Development. The services will be provided over
a six-week period beginning April 5, 2002. We paid $40,000 to the consultant for
the services to be performed under the agreement in April 2002.

Our common stock is not listed on any recognized exchange or quoted on
any quotation medium. There can be no assurance that our common stock will ever
develop a market.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information concerning the beneficial
ownership of our shares as of March 31, 2002, for (i) each current director and
each nominee for director (ii) each officer of 1st Step, Inc., (iii) all persons
known by us to beneficially own more than 5% of the outstanding shares of 1st
Step, Inc. shares, and (iv) all officers and directors of 1st Step, Inc. as a
group.

Unless otherwise noted, we believe that all shares are beneficially
owned and that all persons named in the table or family members have sole voting
and investment power with respect to all shares owned by them. A person is
deemed to be the beneficial owner of securities that can be acquired by such
person within 60 days from the date hereof upon the exercise of warrants or
options. Each beneficial owner's percentage of ownership is determined by
assuming that options or warrants that are held by such person (but not those
held by any other person) and which are exercisable within 60 days from the date
hereof have been exercised. As of the date of this Registration Statement, no
options, warrants or rights to acquire shares have been granted.

PERCENT OF TOTAL
IMMEDIATELY
NUMBER OF SHARES PERCENT OF TOTAL FOLLOWING
TITLE OF CLASS NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED PRIOR TO OFFERING OFFERING
- ------------------------ ------------------------------ ----------------------- -------------------- -----------------

Common Shaun D.C. Edwardes 1,000,000 11% 8%
- ------------------------ ------------------------------ ----------------------- -------------------- -----------------
Common Corbin Bernsen 500,000 6% 4%
- ------------------------ ------------------------------ ----------------------- -------------------- -----------------
Common Bill Cheung 100,000 1% 1%
- ------------------------ ------------------------------ ----------------------- -------------------- -----------------
Total number of shares
beneficially held by
all officers and
directors as a group
(2 individuals) 1,600,000 18% 13%
- ------------------------ ------------------------------ ----------------------- -------------------- -----------------
Common Knightrider Investments, Ltd. 3,000,000 34% 24%
- ------------------------ ------------------------------ ----------------------- -------------------- -----------------
Common Sinlex Finance Limited(1) 1,400,000 16% 11%
- ------------------------ ------------------------------ ----------------------- -------------------- -----------------

(1) Sinlex Finance Limited is owned by a family member of our Chief Financial
Officer and Director, Bill Cheung.

No shares held by officer /directors are going to be registered in this
offering.

DESCRIPTION OF SECURITIES

GENERAL

Our authorized capital stock consists of 50,000,000 shares of common
stock, par value $.001, of which 8,730,000 are issued and outstanding as of
March 31, 2002.

COMMON STOCK

All of our authorized voting common shares are of the same class and,
once issued, rank equally as to dividends, voting powers and participation in
assets. Holders of common shares are entitled to one vote for each share held of
record on all matters to be acted upon by the shareholders. Holders of common
shares are entitled to receive such dividends as may be declared from time to
time by the Board of Directors, in its discretion, out of funds legally
available therefrom. No shares have been issued subject to call or assessment.
There are no preemptive or conversion rights and no provisions for redemption or
purchase for cancellation, surrender, or sinking or purchase funds, nor any
cumulative voting rights. Our directors may from time to time declare and
authorize payment of dividends, as they deem advisable. Subject to the rights of
members, all dividends on shares shall be declared and paid according to the
number of shares held. No dividends have been declared since incorporation. The
outstanding shares are fully-paid and non-assessable.

DELAWARE ANTI-TAKEOVER LAW PROVISIONS

As a Delaware corporation, we are subject to Section 203 of the General
Corporation Law. In general, Section 203 prevents an "interested stockholder"
(defined generally as a person owing 15% or more of a Delaware corporation's
outstanding voting stock) from engaging in a "business combination" (as defined)
with such Delaware corporation for three years following the date such person
became an interested stockholder unless (i) before such person became an
interested stockholder, the board of directors of the corporation approved the
transaction in which the interested stockholder became an interested stockholder
or approved the business combination, (ii) upon consummation of the transaction
that resulted in the interested stockholder's becoming an interested
stockholder, the interested stockholder owned at least 85% of the voting stock
of the corporation outstanding at the time the transaction commenced (excluding
stock held by the directors who are also officers of the corporation and by
certain employee stock plans), or (iii) following the transaction in which such
person became an interested stockholder, the business combination is approved by
the board of directors of the corporation and authorized at a meeting of
stockholders by the affirmative vote of the holders of two-thirds of the
outstanding voting stock of the corporation not owned by the interested
stockholder. Under Section 203, the restrictions described above also do not
apply to certain business combinations proposed by an interested stockholder
following the public announcement or notification of one of certain
extraordinary transactions involving the corporation and a person who had not

been an interested stockholder during the previous three years or who became an
interested stockholder with the approval of the corporation's board of directors
and if such business combination is approved by a majority of the board members
who were directors prior to any person becoming an interested stockholder. The
provisions of Section 203 requiring a super-majority vote to approve certain
corporate transactions could have the effect of discouraging, delaying or
preventing hostile takeovers, including those that might result in the payment
of a premium over market price or changes in control or management of 1st Step.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the shares of common stock is
Public Ease at 3663 E. Sunset Road, Ste. 104, Las Vegas, NV 89120.

REPORTS TO SHAREHOLDERS

We intend to furnish annual reports to shareholders, which will include
certified financial statements reported on by our certified public accountants.
In addition, we will issue unaudited quarterly or other interim reports to
shareholders pursuant to the federal securities laws.

SHARES ELIGIBLE FOR FUTURE SALE
-------------------------------

Immediately prior to this offering, there was no public market for our
common stock. Future sales of substantial amounts of common stock in the public
market could adversely affect the market price of our common stock. Upon
completion of this offering, we will have 12,730,000 outstanding shares of
common stock, including the 4,000,000 shares of common stock offered with this
prospectus.

All of the shares sold in this offering will be freely tradable without
restriction or further registration under the Securities Act. If shares are
purchased by our "affiliates" as that term is defined in Rule 144 under the
Securities Act, their sales of shares would be subject to the limitations and
restrictions that are described below.

All of our currently outstanding shares are "restricted securities"
and, in the future, may be sold upon compliance with Rule 144. Adopted under the
Securities Act of 1933, as amended, Rule 144 provides, in essence, that a person
holding "restricted securities" for a period of one year may sell only an amount
every three months equal to the greater of (a) one percent of our issued and
outstanding shares, or (b) the average weekly volume of sales during the four
calendar weeks preceding the sale. The amount of "restricted securities" which a
person who is not an affiliate of 1st Step may sell is not so limited, since
non-affiliates may sell without volume limitation. Upon the completion of this
offering, and assuming that there is no exercise of any issued and outstanding
warrants, we will have 12,730,000 common shares issued and outstanding, of which
8,730,000 shares are "restricted securities".

PLAN OF DISTRIBUTION

OFFERING BY 1ST STEP:

We are offering up to 4,000,000 shares of our common stock at a price
of $0.05 per share to be sold directly by the company, as represented by, CFO
and director Bill Cheung, and it will be a self-underwritten, no minimum, best
efforts offering. The shares will not be sold through any independent broker
dealer or underwriter, and no compensation will be paid with respect to those
sales, except for reimbursement of expenses actually incurred on behalf of 1st
Step in connection with such activities.

There is currently no market for our shares and we cannot assure you
that a market for such securities will develop after the closing of this
offering or be sustained if developed. While we intend to procure or encourage
one or more broker or dealers to act as a market maker for our securities
following this offering, no such efforts have yet been undertaken and we cannot
assure you that any such efforts will prove successful. As of the date of this
prospectus, we have not retained a broker for the sale of securities being
offered. In the event that we retain a broker dealer who may be deemed an
underwriter, an amendment to our registration statement will be filed.

The offering will remain open for a period of 90 days, unless the
entire maximum offering has been sold prior to that time, or we decide, in our
sole discretion, to cease all selling efforts. Our officers, directors and
stockholders and their affiliates may purchase shares in this offering. At this
time there are no known arrangements with our officers, directors or affiliates
to purchase shares in this offering.

There is no escrow for any of the proceeds of this offering.
Accordingly, we will have use of any proceeds received once a purchase order is
received and funds have cleared. The proceeds shall be non-refundable except as
may be required by applicable law.

DETERMINATION OF OFFERING PRICE

There is no established public market for the common stock being
offered under this prospectus. We are not currently registered on the
Over-the-Counter Bulletin Board system or any national exchange. We intend to
trade on the OTC Bulletin Board system. However, we are unable to determine the
price at which the stock will trade if and when we become eligible on the OTCBB.

We determined the offering price of the common stock based on several
factors: (1) potential investor interest, (2) the ability of our management, (3)
our current capital needs, (4) the present state of our development and our
current financial position, and (5) our ability to pay future dividends,
although no dividends are contemplated at this time. The offering price should
not be considered to bear any relationship to our assets, book value or net
worth and should not be considered to be an indication of our value.

INTEREST OF NAMED EXPERTS AND COUNSEL

The legality of the securities offered hereby has been passed upon by
Pollet & Richardson, A Law Corporation, Los Angeles, California. Certain of the
financial statements of 1st Step included in these prospectuses and elsewhere in
the registration statement, to the extent and for the periods indicated in their
reports, have been audited by Kabani Company, independent certified public
accountants, whose reports thereon appear elsewhere herein and in the
registration statement.

INDEMNIFICATION

Our certificate of incorporation and by-laws provide that a director of
1st Step will not be personally liable to 1st Step or our stockholders for
monetary damages for breach of the fiduciary duty of care as a director,
including breaches which constitute gross negligence. By its terms and in
accordance with the Delaware General Corporation Law, however, this provision
does not eliminate or limit the liability of a director of our company (i) for
breach of the director's duty of loyalty to 1st Step or our stockholders, (ii)
for acts or omissions not in good faith or which involve international
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, (relating to unlawful payments or dividends or
unlawful stock repurchases or redemptions), (iv) for any improper benefit or (v)
for breaches of a director's responsibilities under the Federal securities laws.

Our certificate of incorporation also provides for indemnification to
the fullest extent provided by Section 145 of the Delaware Corporation Laws.

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 small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer 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.

INDEX TO FINANCIAL STATEMENTS

1ST STEP, INC.
CONSOLIDATED FINANCIAL STATEMENTS

February 8, 2002 to March 31, 2002

INDEPENDENT AUDITOR'S REPORT............................................. 24
CONSOLIDATED BALANCE SHEET............................................... 25
CONSOLIDATED STATEMENTS OF OPERATIONS.................................... 26
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY.......................... 27
CONSOLIDATED STATEMENTS OF CASH FLOWS.................................... 28
NOTES TO THE FINANCIAL STATEMENTS........................................ 29

INDEPENDENT AUDITORS' REPORT

To the Stockholders and Board of Directors
1st Step, Inc.

We have audited the accompanying balance sheet of 1st Step, Inc. (a development
stage company) as of March 31, 2002 and the related statements of operations,
stockholders' equity and cash flows for the period then ended and for the period
from February 8, 2002 (inception), to March 31, 2002. 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 auditing standards generally accepted
in the United States of America. 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 provide 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 1st Step, Inc. and subsidiaries
as of March 31, 2002 and the results of its operations and its cash flows for
the period then ended and from February 8, 2002 (inception), to March 31, 2002,
in conformity with accounting principles generally accepted in the United States
of America.

The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company's has not earned any revenue since its inception and has
incurred a net loss of $43,672 through March 31, 2002. These factors as
discussed in Note 3 to the financial statements, raises substantial doubt about
the Company's ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 3. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

KABANI & COMPANY, INC.
CERTIFIED PUBLIC ACCOUNTANTS

Fountain Valley, California
April 26, 2002

1ST STEP, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
MARCH 31, 2002

ASSETS
------

CURRENT ASSESTS:
Cash & cash equivalents $ 74,628

---------
$ 74,628
=========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES
Accrued expenses $ 11,800

COMMITMENTS

STOCKHOLDERS' EQUITY
Common stock, $.001 par value;
Authorized shares 50,000,000;
Issued and outstanding shares 8,730,000 $ 8,730
Additional paid in capital $ 97,770
Deficit accumulated during the development stage $(43,672)
---------
Total stockholders' equity $ 62,828

---------
$ 74,628
=========

THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THESE FINANCIAL STATEMENTS.

1ST STEP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE PERIOD OF FEBRUARY 8, 2002 (INCEPTION) TO MARCH 31, 2002

NET REVENUE $ -

OPERATING EXPENSES
Professional fees 16,647
Script option rights 25,000
Office rent 1,000
Miscellaneous charges 225
------------
Total operating expenses 42,872
------------
LOSS BEFORE INCOME TAX (42,872)

Provision for income tax 800
------------
NET LOSS $ (43,672)
============

BASIC AND DILUTED NET LOSS PER SHARE $ (0.01)
============

BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING 6,664,038
============

THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THESE FINANCIAL STATEMENTS.

1ST STEP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FEBRUARY 8, 2002 (INCEPTION) TO MARCH 31, 2002

COMMON STOCK DEFICIT
---------------------------- ACCUMULATED TOTAL
NUMBER OF ADDITIONAL DURING DEVELOP- STOCKHOLDERS'
SHARES AMOUNT PAID IN CAPITAL MENT STAGE EQUITY
------------ ------------ -------------- ------------ ------------

BALANCE AT FEBRUARY 8, 2002 (INCEPTION) - - - - -

Issuance of common stock- founders' shares 6,000,000 6,000 (6,000) - -

Issuance of common stock for cash, net of offering
cost of $30,000 2,730,000 $ 2,730 $ 103,770 $ - 106,500

Net loss for the period (43,672) (43,672)
------------ ------------ ------------ ------------ ------------
BALANCE AT MARCH 31, 2002 8,730,000 $ 8,730 $ 97,770 $ (43,672) 62,828
============ ============ ============ ============ ============

THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THESE FINANCIAL STATEMENTS.

1ST STEP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FEBRUARY 8, 2002 (INCEPTION) TO MARCH 31, 2002

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (43,672)
Adjustments to reconcile net loss to net cash used in
operating activities:
Increase in current liabilities:
Accrued expense 11,800
----------
Net cash used in operating activities (31,872)
----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of shares for cash, net of offering cost 106,500
----------

NET INCREASE IN CASH & CASH EQUIVALENTS 74,628

CASH & CASH EQUIVALENTS, BEGINNING BALANCE -
----------
CASH & CASH EQUIVALENTS, ENDING BALANCE $ 74,628
==========

THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THESE FINANCIAL STATEMENTS.

1ST STEP, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

1st Step, Inc. ("the Company"), is a development stage enterprise incorporated
in the State of Delaware on February 8, 2002. The Company has had no significant
operations since its inception. The Company's only activities have been
organizational, directed at acquiring its principle assets, raising its initial
capital and developing its business plan. The Company's objective is to act as a
full service professional representation agency which provides entertainers and
creators of new entertainment technology with every aspect of management,
including career management and guidance, project development, public relations,
contract negotiations, marketing and endorsements, and financing as required.

The accounting policies of the Company are in accordance with generally accepted
accounting principles and conform to the standards applicable to development
stage companies. The Company's fiscal year ends on December 31, 2002.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

The Company considers all liquid investments with a maturity of three months or
less from the date of purchase that are readily convertible into cash to be cash
equivalents.

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.

REVENUE RECOGNITION

The Company's revenue recognition policies are in compliance with Staff
accounting bulletin (SAB) 101. Revenue will be recognized when services are
rendered. Generally, the Company will extend credit to its customers/clients and
would not require collateral. The Company will perform ongoing credit
evaluations of its customers/clients. The company did not earn any revenue
through March 31, 2002.

INCOME TAXES

Deferred income tax assets and liabilities are computed annually for differences
between the financial statements and tax basis of assets and liabilities that
will result in taxable or deductible amounts in the future based on enacted laws
and rates applicable to the periods in which the differences are expected to
affect taxable income (loss). Valuation allowance is established when necessary
to reduce deferred tax assets to the amount expected to be realized.

ISSUANCE OF SHARES FOR SERVICE

The Company accounts for the issuance of equity instruments to acquire goods and
services based on the fair value of the goods and services or the fair value of
the equity instrument at the time of issuance, whichever is more reliably
measurable. Through March 31, 2002, the Company has not issued any shares for
goods or services.

BASIC AND DILUTED NET LOSS PER SHARE

Net loss per share is calculated in accordance with the Statement of financial
accounting standards No. 128 (SFAS No. 128), "Earnings per share". Basic net
loss per share is based upon the weighted average number of common shares
outstanding. Diluted net loss per share is based on the assumption that all
dilutive convertible shares and stock options were converted or exercised.
Dilution is computed by applying the treasury stock method. Under this method,
options and warrants are assumed to be exercised at the beginning of the period
(or at the time of issuance, if later), and as if funds obtained thereby were
used to purchase common stock at the average market price during the period.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of financial accounting standard No. 107, Disclosures about fair value
of financial instruments, requires that the Company disclose estimated fair
values of financial instruments. The carrying amounts reported in the statements
of financial position for current assets and current liabilities qualifying as
financial instruments are a reasonable estimate of fair value.

START-UP COSTS

Start-up costs include legal and professional fees. In accordance with Statement
of Position 98-5, "Costs of Start-Up Activities," these costs have been expensed
as incurred.

DEVELOPMENT STAGE ENTERPRISE

The Company is a development stage enterprise, as defined in Financial
Accounting Standards Board No. 7. The Company`s planned principal operations
have not commenced, and, accordingly, no revenue has been derived during this
period.

ACCOUNTING DEVELOPMENTS

On July 20, 2001, the FASB issued SFAS No. 141, "Business Combinations," and
SFAS No. 142, "Goodwill and Other Intangible Assets." These statements make
significant changes to the accounting for business combinations, goodwill, and
intangible assets.

SFAS No. 141 establishes new standards for accounting and reporting requirements
for business combinations and will require that the purchase method of
accounting be used for all business combinations initiated after June 30, 2001.
Use of the pooling-of-interests method will be prohibited. This statement is
effective for business combinations completed after June 30, 2001.

SFAS No. 142 establishes new standards for goodwill acquired in a business
combination and eliminates amortization of goodwill and instead sets forth
methods to periodically evaluate goodwill for impairment. Intangible assets with
a determinable useful life will continue to be amortized over that period. This
statement becomes effective January 1, 2002.

Adoption of SFAS No. 141 & 142 does not have a material impact on the Company's
financial statements.

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset
Retirement Obligations". SFAS 143 addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. This Statement is effective for financial
statements issued for fiscal years beginning after June 15, 2002. Management
does not expect this pronouncement will materially impact the Company's
financial position or results of operations.

SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
was issued in August 2001. SFAS No. 144 is effective for fiscal years beginning
after December 15, 2001, and addresses financial accounting and reporting for
the impairment or disposal of long-lived assets. This statement supersedes SFAS
No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of," and the accounting and reporting provisions of APB
Opinion No. 30, "Reporting the Results of Operations - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions," for the disposal of a segment of a business.
Adoption of SFAS No. 144 does not have a material impact on the Company's
financial statements.

3. GOING CONCERN

As of March 31, 2002, the Company has a limited operating history under its
current structure, which raises substantial doubt about the Company's ability to
continue as a going concern. The Company's has not earned any revenue since its
inception and has incurred a net loss of $43,672 through March 31, 2002. Losses
are expected to continue for the immediate future. The financial statements do
not include any adjustments that might be necessary if the Company is unable to
continue as a going concern.

Management has taken the following steps to revise its operating and financial
requirements, which it believes are sufficient to provide the Company with the
ability to continue as a going concern. Management devoted considerable effort
from inception through the period ended March 31, 2002, towards obtaining
additional equity. In this regard, the Company has raised equity of $106,500,
net of offering costs of $30,000, under a private placement, through March 31,
2002. The Company sold 1,200,000 shares of common stock for an additional amount
of $60,000 subsequent to March 31, 2002. (note 5).

4. INCOME TAXES

No provision was made for Federal income tax. The provision for income taxes
consists of the state minimum tax imposed on corporations. Through March 31,
2002, the Company incurred net operating losses for income tax purposes of
approximately $43,000. Differences between financial statement and tax losses
were immaterial at March 31, 2002. The net operating loss carryforwards may be
used to reduce taxable income through the year 2017. Net operating loss for
carryforwards for the State of California are generally available to reduce
taxable income through the year 2007. The net deferred tax asset balance, due to
net operating loss carryforward, as of March 31, 2002 was approximately $17,000.
A 100% valuation allowance has been established against the deferred tax asset,
as the utilization of the loss carrytforward cannot reasonably be assured.

5. SHAREHOLDERS' EQUITY

On the formation of the Company, the Company issued 6,000,000 shares to its
founders representing the initial capitalization of the Company. The shares were
recorded at par value, as there were no significant proprietary or other assets
in the Company at that time.

On February 18, 2002, the Board of Directors of the Company passed a resolution
authorizing the management of the Company to initiate steps to make a private
placement of the Company's securities in order to raise capital. In conjunction
with the offering under the Securities and Exchange Commission Rule 506 of
Regulation D of the Securities Act of 1933, as amended and presently in effect,
the Company offered to sell total of 4,000,000 shares of common stock at $.05
per share. Through March 31, 2002, the Company has issued 2,730,000 shares of
its common stock, and received net proceeds of $106,500. The offering costs were
$30,000. The Offering concluded on April 25, 2002 and the Company sold 1,200,000
shares of common stock for an additional amount of $60,000. Offering costs of
$30,000 for legal fees, accounting and other related expenses incurred, were
charged to the equity through March 31, 2002. The Company intends to file the
Form SB-2 registration statement under the Securities Act of 1933, to register
4,000,000 shares of common stock, in the year 2002.

6. SUPPLEMENTAL DISCLOSURE OF CASH FLOWS

The Company prepares its statements of cash flows using the indirect method as
defined under the Financial Accounting Standard No. 95.

The Company has not paid any amount for tax or interest since its inception.

7. COMMITMENT

The Company sub-leases office space in Los Angeles, California for a monthly
rental of $1,000. The Sub-lease agreement is on month-to-month.

8. RELATED PARTY TRANSACTIONS:

The Company has a consulting agreement with a shareholder/Director of the
Company, which commenced from February 18, 2002. The agreement can be terminated
by either party, with or without cause, at any time upon fifteen (15) days'
prior written notice to the other party. The services to be rendered are varied
and primarily are to help the Company in its development stage. The agreement
calls for compensation of $7,000 per month during the term of the agreement,
beginning March 1, 2002. The Company has paid $7,500 to the shareholder/Director
for the consulting expense during the period ended March 31, 2002.

The Company paid $25,000 to the President of the Company for script option
rights.

9. SUBSEQUENT EVENTS

On April 5, 2002, the Company entered into a consulting agreement with an
entity, related through common major shareholders, whereby, the consultant will
provide services in development of Corporate Identity and Brand via Web Site
development, Logo and Stationary Development. The services will be provided over
a six-week period beginning April 5, 2002. The Company paid $40,000 to the
consultant for the services to be performed under the agreement in April 2002.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS
--------------------------------------

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Delaware Corporation Laws and certain provisions of 1st Step,
Inc.'s Articles of Incorporation and Bylaws under certain circumstances provide
for indemnification of our officers, directors and controlling persons against
liabilities that they may incur in such capacities. A summary of the
circumstances in which such indemnification is provided for is contained herein,
but this description is qualified in its entirety by reference to our Articles
and Bylaws and to the statutory provisions.

The specific statute, charter provision, bylaw, contract, or other
arrangement which any controlling person, director or officers of the Registrant
is insured or indemnified in any manner against any liability which he or she
may incur in their capacity as such, is as follows:

a. Section 145 of the Delaware General Corporation Law (the
"GCL") empowers a corporation to indemnify its directors and
officers and to purchase insurance with respect to liability
arising out of the performance of their duties as directors
and officers. The GCL provides further that the
indemnification permitted thereunder shall not be deemed
exclusive of any other rights to which the directors and
officers may be entitled under the corporation's by-laws, any
agreement, vote of stockholders or otherwise. a.

b. Article Eight of our Certificate of Incorporation provides, in
part:

"Any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (whether or not by or in the
right of the Corporation) by reason of the fact that he or she
is or was a director, officer, incorporator, employee, or
agent of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, incorporator,
employee, partner, trustee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise
(including an employee benefit plan), may, at the option of
the Board of Directors, be indemnified by the Corporation to
the fullest extent then permitted by Section 145 of the
General Corporate Law of the State of Delaware, as the same
may be amended and supplemented from time to time, against
expenses (including counsel fees and disbursements),
judgments, fines (including excise taxes assessed on a person
with respect to an employee benefit plan), and amounts paid in
settlement incurred by him or her in connection with such
action, suit, or proceeding. Such right of indemnification
shall inure whether or not the claim asserted is based on
matters that antedate the adoption of this Article EIGHTH.
Such right of indemnification, if any, shall continue as to a
person who has ceased to be a director, officer, incorporator,
employee, partner, trustee, or agent and shall inure to the
benefit of the heirs and personal representatives of such a
person."

c. Section 6.1 of our By-laws provide:

"The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative,
including all appeals (other than an action, suit or
proceeding by or in the right of the Corporation) by reason of
the fact that he or she is or was a director or officer of the
Corporation (and the Corporation, in the discretion of the

Board of Directors, may so indemnify a person by reason of the
fact that he or she is or was an employee or agent of the
Corporation or is or was serving at the request of the
Corporation in any other capacity for or on behalf of the
Corporation), against expenses (including attorneys' fees),
judgments, decrees, fines, penalties, and amounts paid in
settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she
acted in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her
conduct was unlawful; provided, however, the Corporation shall
be required to indemnify an officer or director in connection
with an action, suit or proceeding initiated by such person
only if such action, suit or proceeding was authorized by the
Board of Directors. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon
a plea of NOLO CONTENDERE or its equivalent, shall not, of
itself, create a presumption that the person did not act in
good faith or in a manner which he or she reasonably believed
to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her
conduct was unlawful."

The effect of the foregoing is to require 1st Step, to the extent
permitted by law, to indemnify the officers and directors of our company for any
claim arising against such persons in their official capacities if such person
acted in good faith and in a manner that he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
1st Step pursuant to the foregoing provisions, we have been informed that in the
opinion of the Commission, such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated expenses payable by us in connection with the registration of the
Shares is as follows:

SEC Registration .................................................. $ 20
Accounting Fees and Expenses ...................................... $ 5,000
Transfer Agents Fees .............................................. $ 500
Legal Fees and Expenses, including Blue Sky Fees and Expenses ..... $40,000
Printing Costs .................................................... $ 1,000
Total ........................................................ $46,520

RECENT SALES OF UNREGISTERED SECURITIES

In connection with our organization on February 8, 2002, Corbin Bernsen
and Shaun D.C. Edwardes were each issued 500,000 and 1,000,000 shares,
respectively, of restricted common stock in exchange for services, first year
salaries and developing our business plan. This transaction was conducted as a
private placement under Section 4(2) of the Securities Act of 1933, as amended.
They are each and both accredited investors, and as officers and directors, they
have superior access to all corporate and financial information. The shares were
valued at $25,000 for Corbin Bernsen and $50,000 for Shaun D.C. Edwardes.

We issued 2,730,000 restricted shares pursuant to a private placement
offering from February to March 2002. This transaction was conducted as a
private placement under Rule 506 of Regulation D of the Securities Act of 1933,
as amended. All investors were accredited investors. The restricted shares
issued were valued at $0.05 per share.

ITEM 27. EXHIBITS

EXHIBITS
- --------

3.1 Articles of Incorporation

3.2 Bylaws

5.1 Opinion of Pollet & Richardson

10.1 2002 Equity Incentive Plan

10.2 Script Option Contract with Corbin Bernsen

10.3 Consulting Agreement with Shaun D.C. Edwardes

23.1 Consent of Pollet & Richardson, A Law Corporation (1)

23.2 Consent of Kabani & Company

- -----------
(1) Included with opinion in Exhibit 5.1

ITEM 28. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

(b) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and

(c) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.

2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

3) To remove from registration by means of post-effective amendment any of
the securities being registered which remain unsold at the termination
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, thereunto duly
authorized, in the City of Los Angeles, State of California, on May 1, 2002

1st Step, Inc.

/S/ CORBIN BERNSEN
-------------------------------
By: Corbin Bernsen
Its: Chief Executive Officer

In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates stated.

SIGNATURE TITLE DATE

/s/ Corbin Bernsen Chief Executive Officer, Secretary, Chairman of May 1, 2002
- ----------------------------- the Board ---------------------
Corbin Bernsen

/s/ Bill Cheung Chief Financial Officer, Director May 1, 2002
- ----------------------------- ---------------------
Bill Cheung

/s/ Shaun D.C. Edwardes Director May 1, 2002
- ----------------------------- ---------------------
Shaun D.C. Edwardes