FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

Mark One

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE OF 1934

                  FOR THE FISCAL YEAR ENDED: December 31, 1998

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                      FOR THE TRANSITION PERIOD FROM TO N/A

                       COMMISSION FILE NUMBER: 33-03328-D

                          COFITRAS ENTERTAINMENT, INC.
                          ----------------------------
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)


            NEVADA                                     87-0542172      
            ------                                     ----------      
       STATE OF INCORPORATION          (I.R.S. EMPLOYER IDENTIFICATION NUMBER)

                         7829 South 3500 East
                         SALT LAKE CITY, UT               84121
                         ------------------               -----
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)


               Registrant's telephone number, including area code:
                                 (801) 944-4452

               Attorney for Registrant - Julian D. Jensen:   (801) 531-6600

               Securities registered pursuant to Section 12(b) of the Act:  NONE

               Securities registered pursuant to Section 12(g) of the Act:  NONE

Indicate  by check  mark  whether  the  Registration  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to files such reports), and (2) has been subject to such
filing  requirements for the past 90 days. (1) X YES as to filing;  (2) X Yes as
to requirement.

As of December  31, 1998,  and  extended to the filing date of this Report,  the
aggregate  value of the voting stock held by  non-affiliates  of the Registrant,
computed by  reference  to the average of the bid and ask price on such date was
$0.00 as the Registrant has no current trading market.

As  of  December  31,  1998,  and  currently,  the  Registrant  has  outstanding
approximately 8,984,025 shares of common stock ($.001 par value).

An index of the documents  incorporated  herein by reference  and/or  annexed as
exhibits to the signed originals of this report appears on page 14.

                                        1
<PAGE>

                       TABLE OF CONTENTS TO ANNUAL REPORT
                                 ON FORM 10-KSB
                          YEAR ENDED DECEMBER 31, 1998

                                     PART I

Item 1.  Description of Business..............................................3
Item 2.  Description of Property..............................................5
Item 3.  Legal Proceedings....................................................5
Item 4.  Submission of matters to a Vote of Security Holders..................6

                                     PART II

Item 5.  Market for Registrant's Common Equity & Related Stockholder 
         Matters..............................................................6
Item 6.  Management's Discussion & Analysis of Financial Condition & 
         Results of Operations................................................6
Item 7.  Financial Statements.................................................9
Item 8.  Changes in and Disagreements with Accountants on Accounting 
         & Financial Disclosure..............................................10

                                    PART III

Item 9.  Directors & Executive Officers, Promoters & Control Persons, 
         Compliance with Section 16 (a) of the Exchange Act..................10
Item 10. Executive Compensation..............................................11
Item 11. Security Ownership of Certain Beneficial Owners & Management........12
Item 12. Certain Relationships & Related Transactions........................12
Item 13. Exhibits & Reports on Form 8-K......................................14

                                        2
<PAGE>

                                     PART I.

ITEM 1.  DESCRIPTION OF BUSINESS

A.       THE REGISTRANT
                                 Historical Data

         Cofitras  Entertainment,   Inc.  (the  "Company  or  "Registrant")  was
incorporated  on January 26, 1986 as Vantage,  Inc.,  a Nevada  corporation.  In
1995, the Company changed its name from Vantage, Inc. to Cofitras Entertainment,
Inc.

         In February 1987,  the Company closed an initial public  offering under
the then Rule  S-18  Registration  format  which  generated  gross  proceeds  of
$175,650.  It appears from  historical  records that the Company was intended as
what is sometimes  known as a "Blind Pool"  offering.  That is,  management  had
broad discretion to enter into initially  undesignated  business  activities and
employ  the  proceeds  of  the  offering  for  those  purposes  without  further
shareholder approval.

         In 1988,  the Company  appears to have entered a "Reverse  Acquisition"
with a stock brokerage firm known as StonePointe  Financial Services,  but which
acquisition was fully rescinded by 1989.

         In March 1990,  the Company  entered  into a purchase  agreement  under
which the Company  acquired a United States patent dealing with a roof mount for
a disk antenna,  a patent filed for an  antilightning  direct  burial  satellite
cable,  and certain  contracts  relating to the patent in exchange for shares of
restricted voting common stock which  represented a controlling  interest in the
Company.  In  December  1990,  the Company  entered  into an  exclusive  license
agreement  with  a  wire   manufacturer  to  manufacture  and  sell  the  cable.
Thereafter,  Company  management  determined  that it would seek other  business
opportunities  due to the lack of sales of its satellite  business.  No material
revenues  have  been  received  by the  Company  from  the  cable  T.V.  related
technology  and the Company now regards  the  technology  as obsolete  and of no
further value.

         In September  1992,  shares of the Company's  outstanding  common stock
were sold  pursuant to an Agreement of Purchase  and Sale of Common  Stock.  The
sale of the shares resulted in a change in the control of the Company.

         The acquiring shareholders  transferred various media and entertainment
production rights for the majority share acquisition. These media license rights
expired  in 1993 and the  Company  has  continued  after that date  without  any
material assets or business purposes.

         In November  1992,  the Company's  Board of  Directors,  as part of the
foregoing acquisition, declared a 1 for 5 reverse stock split of its outstanding
common stock (no other Company  securities  were  outstanding on the date of the
split).  All  references  to shares  outstanding  herein  have been  adjusted to
reflect the effect of this  reverse  split,  as well as the  subsequent  reverse
split described below, on a retroactive bases.

                                        3
<PAGE>

         Since  1993,  the  Company  has  essentially  existed  as  an  inactive
reporting company without any material assets or business activities.  This type
of company is commonly  referred to as a "public shell"  corporation.  It should
also be noted that for much of the  period  subsequent  to 1993 to the  present,
management  has  consisted  of a single  officer/director.  The most recent sole
officer/director  has been Ms.  Christine  Green who  served  from the period of
approximately April, 1998 to November, 1998.

         As  previously  reported  in a December  1998 8-K  Filing,  the Company
entered into an agreement for an acquisition of the majority of its  outstanding
shares in November,  1998.  The substance of this  November 30, 1998  agreement,
which was finally closed as of March 5, 1999, can be outlined as follows:

         1. The Company  agreed,  effective  November 30, 1998, to reverse split
its  shares  on a  sixty-to-one  (60:1)  ratio  which  essentially  resulted  in
approximately 984,025 shares being deemed to be issued and outstanding.

         2. The Company  agreed to issue  8,000,000  reverse  split  shares to a
group of private investors,  acting though Mr. Dennis Madsen as their agent, for
payment  of  $30,000  to the  Company  (subsequently  loaned to Ms.  Green  with
obligation  now assumed by Mr.  Madsen) and a commitment to acquire the majority
of the issued and outstanding  shares. Mr. Dennis Madsen subsequently became the
Secretary/Treasurer  of the  Company  and his  son,  Damon  Madsen,  became  the
President pursuant to the majority share acquisition.

         3. The November 30, 1998  agreement  also provided that within 100 days
of the agreement,  the new shareholders now holding the majority shares pursuant
to the  November  30, 1998  agreement  would  acquire  from the prior  principal
shareholder,  Eversfield  Corporation,  acting  through its principal  agent and
attorney in fact, Christine Green, approximately 80% of the otherwise issued and
outstanding  stock of the Company  consisting of  approximately  787,200 reverse
split shares.  This secondary  acquisition  was completed as of March 5, 1999 as
earlier reported.

         4. Ms. Christine Green agreed to  conditionally  resign on November 30,
1998 pending the completion of the final share  acquisition  in March,  1999 and
voted her majority share position, on behalf of Eversfield Corporation,  for the
election of Mr. Damon Madsen as a Director, Mr. Gregory Stringham as a Director,
and Mr. Dennis Madsen as a Director. These directors, as elected, then appointed
themselves  as the officers of the Company  with Mr. Damon Madsen as  President,
Mr.   Gregory   Stringham  as   Vice-President,   and  Mr.   Dennis   Madsen  as
Secretary/Treasurer. This resignation became irrevocable pursuant to the closing
on March 5, 1999.

         5. A Notice to Shareholders  explaining these  transactions,  including
the completion of the majority share  acquisition and reverse split,  was mailed
to all  shareholders  of record on or about April 10,  1999,  a copy of which is
attached to this 10-KSB filing as an Exhibit.

                                        4
<PAGE>

         The net capital gained by the  corporation  from this  transaction is a
note payable by Mr. Dennis Madsen to Coftrias  (Note  Receivable to the Company)
for $30,000. Mr. Madsen has advanced a repayment of approximately $2,350 to date
on this note for costs related to filing and other securities matters.  The note
requires  repayment to be made no later than  December 31, 1999. In the interim,
Mr.  Dennis  Madsen has commited to pay funds as required by the Company.  It is
anticipated,  based upon  representations  of Mr. Madsen,  that the note will be
fully paid in a timely manner. For accounting purposes,  this $30,000 obligation
will be treated as additional capital to be contributed.

         New  management  is presently  engaged in  attempting  to find suitable
merger/acquisition  or joint  venture  candidates  for an  appropriate  business
purpose for the corporation. However, no agreement in principle has been entered
as to any such merger,  acquisition, or other business venture. The Company will
file the  appropriate  8-K notice  when,  or if, such an agreement is reached in
principle.

                               Business of Issuer

         The Company has no current business operations.  The Company's business
plan is to seek one or more  potential  business  ventures,  such as a merger or
acquisition,  that, in the opinion of management, may warrant involvement by the
Company.   The  Company  recognizes  that  because  of  its  limited  financial,
managerial and other resources, the type of suitable potential business ventures
which may be available to it will be extremely limited.  The Company's principal
business  objective will be to seek long-term  growth  potential in the business
venture  in which it  participates  rather  than to seek  immediate,  short-term
earnings.  In seeking to attain the Company's  business  objective,  it will not
restrict its search to any particular business or industry,  but may participate
in business  ventures of essentially  any kind or nature.  It is emphasized that
the business objectives  discussed are extremely general and are not intended to
be restrictive upon the discretion of management.

         The  Company  will not  restrict  its search for any  specific  kind of
firms, but may participate in a venture in its preliminary or development stage,
may  participate  in a business that is already in operation or in a business in
various stages of its corporate existence.  It is impossible to predict, at this
stage,  the status or terms of any venture in which the Company may participate,
in that the venture may need additional  capital,  may merely desire to have its
shares publicly traded, or may seek other perceived advantages which the Company
may offer. In some instances, the business endeavors may involve the acquisition
or merger with a corporation  which does not need  substantial  additional cash,
but which desires to establish a public trading market for its common stock.

         There is no  assurance  that the Company  will be able to  successfully
identify and negotiate a suitable potential business venture.

         The  Company has no  employees.  The Company  presently  maintains  its
business office at 7829 South 3500 East,  Salt Lake City,  Utah 84121,  which is
the home-business office of its Secretary/Treasurer.  Mr. Madsen has not charged
any fee for this accommodation.

                                        5
<PAGE>


ITEM 2. DESCRIPTION OF PROPERTIES

         The Company has no significant assets, property, or operating capital.

ITEM 3. LEGAL PROCEEDINGS

         The Company is not a party to, nor are its  properties  the subject of,
any pending legal  proceedings and no such  proceedings are known to the Company
to be threatened or contemplated by or against it.

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

         No matter was  submitted to a vote of the security  holders  during the
4th quarter of the fiscal year covered by this report. A notice of the completed
reorganization, as described above, was mailed to all shareholders of record.


                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY & RELATED STOCKHOLDER
MATTERS

                               Market Information

         To the  knowledge  of current  management,  their is no public  trading
market for the Company's common stock.

                                     Holders

         At December 31, 1998, there were approximately 215 holders of record of
the Company's  common stock. As of December 31, 1998,  there were  approximately
8,984,025 shares outstanding.

                                    Dividends

         The Company has not  declared  any cash  dividends  within the past two
years on its common stock. The Company does not anticipate or contemplate paying
dividends in the foreseeable  future.  It is the present intention of management
to  utilize  available  funds,  if any,  for the  development  of the  Company's
business.

                                        6
<PAGE>

ITEM 6. MANAGEMENT'S  DISCUSSION & ANALYSIS OF FINANCIAL  CONDITION & RESULTS OF
OPERATIONS

         As will be noted from the  financial  statements,  the Company does not
have any present  revenues,  income,  or material assets.  It does have a modest
amount of  accrued  debt and  liability,  together  with a note  receivable  for
approximately  $30,000  from its  Secretary/Treasurer.  No detailed  analysis of
operations  can be  completed  until or unless  the  Company  is  successful  in
obtaining a potential merger,  acquisition,  or other business relationship.  At
that time, the Company would intend to file the  appropriate  8-K filing,  which
would contain a description  of intended  business  activities and any pro forma
consolidated   financial   statements   pertaining  to  a  potential  merger  or
acquisition candidate.

         It should  also be noted that  unless  the  Company  is  successful  in
obtaining  some form of  business  reorganization,  it is not likely that it can
continue indefinitely as an inactive public shell corporation.

         The  following  discussion  and  analysis  provides  information  which
management  believes is  relevant  to an  assessment  and  understanding  of the
Company's  consolidated  results of  operations  and  financial  condition.  The
discussion  should  be read  in  conjunction  with  the  consolidated  financial
statements and notes thereto.

                                Plan of Operation

         The Company  has no business  operations,  and very  limited  assets or
capital resources.  The Company's business plan is to seek one or more potential
business ventures that, in the opinion of management, may warrant involvement by
the  Company.  The Company  recognizes  that  because of its limited  financial,
managerial and other resources, the type of suitable potential business ventures
which may be available to it will be extremely limited.  The Company's principal
business  objective will be to seek long-term  growth  potential in the business
venture  in which it  participates  rather  than to seek  immediate,  short-term
earnings.  In seeking to attain the Company's  business  objective,  it will not
restrict its search to any particular business or industry,  but may participate
in business  ventures of essentially  any kind or nature.  It is emphasized that
the business objectives  discussed are extremely general and are not intended to
be restrictive upon the discretion of management.

         The  Company  will not  restrict  its search for any  specific  kind of
firms, but may participate in a venture in its preliminary or development stage,
may  participate  in a business that is already in operation or in a business in
various stages of its corporate  existence.  It is impossible to predict at this
stage the status of any venture in which the Company  may  participate,  in that
the venture may need  additional  capital,  may merely desire to have its shares
publicly  traded,  or may seek other perceived  advantages which the Company may
offer. In some instances,  the business endeavors may involve the acquisition of
or merger with a corporation which does not need substantial additional cash but
which desires to establish a public trading market for its common stock.

                                        7
<PAGE>

         The Company  does not have  sufficient  funding to meet its cash needs.
The  officers  have  expressed  their  intent to  borrow  funds,  to the  extent
possible,  to fund the costs of operating the Company until a suitable  business
venture can be completed.  Management does not anticipate  raising capital funds
during the next twelve  months.  There is no assurance  that the Company will be
able to successfully  identify and/or  negotiate a suitable  potential  business
venture.

         The Board has  designated  Mr.  Dennis Madsen to act as a finding agent
for  the  Company  related  to its  intention  to seek  out  various  merger  or
acquisition  candidates.  Mr.  Madsen  has been  given  authority  to  negotiate
preliminary  agreements of merger or  acquisition  or other  business  ventures,
subject to Board approval.

         The Company has  experienced  net losses during the  development  stage
(April 1989 to present) and has had no significant  revenues during such period.
During the past four fiscal years the Company has had no business operations. In
light of these circumstances,  the ability of the Company to continue as a going
concern is  significantly  in doubt.  The attached  financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.

                           Forward-Looking Statements

         When used in this Form 10-K or other  filings by the  Company  with the
Securities  and Exchange  Commission,  in the Company's  press releases or other
public  or  shareholder  communications,  or in oral  statements  made  with the
approval of an authorized officer of the Company's executive  officers,  forward
sounding words or phrases such as "would be", "will allow",  "intends to", "will
likely  result",   "are  expected  to",  "will  continue",   "is   anticipated",
"estimate",   "project",   or  similar  expressions  are  intended  to  identify
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation Reform Act of 1995.

         The  Company  cautions  readers  not to  place  undue  reliance  on any
forward-looking  statements,  which speak only as of the date made,  and advises
readers that forward-looking  statements involve various risks and uncertainties
and are only  reasonable  projections of management  based upon limited  current
information.  The Company does not undertake,  and specifically  disclaims,  any
obligation to update any  forward-looking  statements to reflect  occurrences or
unanticipated events or circumstances after the date of such statement.

                              Year 2000 Compliance

         At present, the Company only has access to a desktop PC to maintain its
rudimentary  accounting  and check  ledger  entries.  The  Company  has had this
computer  reviewed  and has  determined  that it and its  software  programs are
compatible with the change-over in the year 2000 and should not cause a problem.

                                        8
<PAGE>

         The year 2000 (hereafter Y2K) computer  compliance problem is primarily
based upon the fact that many computers and computer  software  programs may not
be compatible with the year change from 1999 to the year 2000. As a result, many
computer  programs  may  fail or lose  data as the  millennium  approaches.  The
Company has focused  its  concern on this Y2K  problem in three  general  areas.
First,  computer  programs  and related  software  owned or used by the Company.
Secondly, collateral equipment such as potential communication systems and other
equipment  that relies upon computer  based  components.  Thirdly,  Y2K problems
which may occur within the industry in which the Company may become involved.

         As noted above,  the Company has only access and use of a small desktop
PC which is Y2K compatible and therefore, does not believe any further review or
remedial work required to be Y2K compliant as to its in-house  computer systems.
The Company is adopting a policy that any computer system purchased will have to
be warranted as Y2K compliant to be acquired by the Company.

         Since the Company has no  collateral  equipment  which is reliant  upon
computer based systems, it also has determined that it does not have any problem
in the second category,  but has adopted a policy that any collateral equipment,
such as communication  systems,  that will have computer components will have to
have a warranty or certification  that they are Y2K compliant to be purchased or
leased by the Company in the event of reorganization.

         The Company does not know which industry, if any, it may participate in
any potential  reorganizations.  As part of its due diligence in any acquisition
or merger proposal, it will require, as a necessary term and condition, that all
computer  systems sought to be acquired or in which the Company will participate
through any type of reorganization must be certified as Y2K compliant.  Further,
the Company will consider as a significant element in any reorganization efforts
what  Y2K  problems  may  exist  in the  industry  in  which  the  Company  will
participate  and  whether  sufficient  remedial  steps have been taken to ensure
against dramatic failures within that industry.

         The Company  believes that the  foregoing  constitutes  all  reasonable
efforts  which may be taken and have been taken for Y2K  compliance.  Should the
Company acquire  significant  computer  related programs or equipment as part of
any  future  merger  or   acquisition,   it  will  appoint  an  officer   having
responsibility  for  Y2K  compliance  as  part of the  Company's  due  diligence
efforts.  To date, the Company has not expended any measurable  resources on Y2K
compliance.

ITEM 7. FINANCIAL STATEMENTS

         See attached financial statements.


                                        9
<PAGE>


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

         The Company is not aware, and has not been advised by its auditors,  of
any disagreement on any matter of accounting principles or practices,  financial
statement disclosure,  or auditing scope or procedure. The Company does note, as
of March,  1999 an 8-K filing in which it announced  the change of auditors from
Jones, Jensen & Co. of Salt Lake City, to Hansen, Barnett & Maxwell of Salt Lake
City. A copy of this 8-K filing is attached as an Exhibit. Also in that 8-K, the
Company noted in prior filings that its authorized capital had been misstated at
300,000,000  shares  and  will be  corrected  to  75,000,000  in all  subsequent
filings.


                                    PART III

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


                    Identify Directors and Executive Officers

         Set forth below is certain information concerning each of the directors
and executive officers of the Company as of December 31, 1998:

                                                                          With
                                                                        Company
Name                       Age             Position                      Since

Damon Madsen               25          Director/President                11/98

Gregory Stringham          56          Director/Vice-President           11/98

Dennis Madsen              56          Director/Secretary/Treasur        11/98
                                       Chief Financial Officer


             Biographical information as to current management:

DAMON  MADSEN - Mr.  Madsen is single and resides in Salt Lake City,  Utah.  Mr.
Damon  Madsen  is  a  high  school  graduate  and  works  part-time  at  various
occupations.  Mr. Madsen does not have extensive management experience,  but has
served on other small  development  stage public  companies  as a director.  Mr.
Madsen will serve the Company on an as needed part-time basis.

                                       10
<PAGE>

GREGORY STRINGHAM - Mr. Stringham is single and resides in Bountiful, Utah.. Mr.
Stringham is a 1969  graduate of Weber State  University  with a B.S.  Degree in
Engineering.  Mr. Stringham is currently an independent  business consultant and
works for Davis County,  Utah as an Engineer.  He has extensive  experience over
the past 20 years  serving  on the Board and as a  part-time  officer of various
small public companies,  usually of a start-up variety. Mr. Stringham will serve
on an as needed part-time basis.

DENNIS MADSEN - Mr. Dennis Madsen is single and resides in Salt Lake City, Utah.
He has made a portion of his residence  available as the  temporary  offices for
the Company.  Mr. Madsen is a 1967 graduate of the  University of Utah with a BS
degree in Biology. He has been involved almost continuously, since graduation as
a business consultant and promoter to various small public companies,  generally
of a start-up variety or as engaged in reorganization  efforts.  Mr. Madsen will
serve the Company part-time as its Secretary, Treasurer, and CFO and will act as
a special agent to pursue and negotiate proposed reorganization plans.


                         Identify Significant Employees

         The Company has no employees, except for the officers described above.

                              Family Relationships

         Mr. Damon Madsen,  the President,  is the son of Mr. Dennis Madsen, the
Secretary/Treasurer,  who  also  acts as a  special  acquisition  agent  for the
Company.

                    Involvement in Certain Legal Proceedings

         None of the director/officers  have been involved in any material legal
proceedings  which occurred  within the last five years of any type as described
in Regulation S-K.

                Compliance With Section 16(a) of the Exchange Act

         The  Company  does  not have a class of  equity  securities  registered
pursuant to Section 12 of the Exchange Act. As a result, no reports are required
to be filed pursuant to Section 16(a).

ITEM 10. EXECUTIVE COMPENSATION

         During the last fiscal year, the Company's officer and director did not
receive any salary, wage or other  compensation.  During the current fiscal year
the Company has no present  plans or means to pay  compensation  to its officers
and  directors.  It is  anticipated,  though  not  warranted,  that the  current
officers/directors  may be paid some accrued  compensation  in cash or shares in
the  event  of a  successful  reorganization  of the  Company  resulting  in the
acquisition  of an active  business  purpose.  There are  presently  no  ongoing
pension or other plans or arrangements pursuant

                                       11
<PAGE>

to  which  remuneration  is  proposed  to be  paid in the  future  to any of the
officers and directors of the Company.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS &
MANAGEMENT

         The following table sets forth certain  information with respect to the
beneficial  ownership  of the common  stock of the Company as of March 31, 1999,
for: (i) each person who is known by the Company to  beneficially  own more than
five percent (5%) of the  Company's  common  stock,  (ii) each of the  Company's
directors,  (iii) each of the Company's Named Executive  Officers,  and (iv) all
directors and executive  officers as a group.  As of March 31, 1999, the Company
had 8,984,025 shares of common stock outstanding.

                                                Shares       Percentage of 
Name and Address                             Beneficially        Shares
of Beneficial Owner1                            Owned       Beneficially Owned2
--------------------                            -----       -------------------
Damon Madsen (Director/President)             2,666,667            30%

Gregory Stringham (Director/Vice-President)   2,666,667            30%

Dennis Madsen (Director/Secretary/Tresurer)   2,666,667            30%


1There are no outstanding options or rights to acquire shares.

2Rounded to nearest whole percentage.



ITEM 12. CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS

      The President of the Company and one of three  directors is the son of the
Secretary/Treasurer  and director.  Mr. Dennis Madsen, the  Secretary/Treasurer,
acted as an informal agent for various  purchasers of the Company's stock in the
November,  1998 majority  share  acquisition.  Because of their  majority  share
position,  the related or affiliated  parties  constituting  current  management
should retain  effective  control over the  corporation  pending any  subsequent
reorganization.

ITEM 13. EXHIBITS AND REPORTS ON FROM 8-K

                                    Exhibits

      Listed on page 14 hereof.


                                       12
<PAGE>

                               Reports on Form 8-K

      The Company filed an 8-K Report  pertaining to the current  majority share
acquisition  in the Company as of December,  1998. The Company has also recently
filed an 8-K in March,  1998  discussing  the  change in  auditors  and  related
accounting matters.


                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant  has  duly  caused  this  report  to be  signed  by the  undersigned,
"hereunto duly authorized.

Cofitras Entertainment, Inc.
(Registrant)



/s/ Damon Madsen                                     Date   April 14, 1999 
   -----------------------------                  
Damon Madsen                                         
President/Director



/s/ Gregory Stringham                                Date   April 14, 1999  
   -----------------------------
Gregory Stringham                                          
Vice-President/Director



/s/ Dennis Madsen                                    Date   April 14, 1999 
   -----------------------------
Dennis Madsen         
Secretary/Treasurer/Director
Chief Financial Officer

                                       13
<PAGE>



                                  EXHIBIT INDEX

Exhibit No.   Description of Exhibits:

A             Preliminary    Agreement    pertaining   to   Majority
              Shareholder  Consent  Previously filed December,  1998
              8-K

B             Majority   Shareholder   Consent  to  Majority  Share  Acquisition
              Previously filed as Exhibit to December, 1998 8-K.

C             Board  Minutes   pertaining  to   November  1998   Majority  Share
              Acquisition.

D             Closing Statement of March 5, 1999 pertaining to Majority Share
              Acquisition.

E             Notice to Shareholders  related to Majority Share  Acquisition and
              Reverse Split of Stock.

F             Financial Statements

23            Consent of Independent Auditors

27            Financial Data Schedule





                            FINANCIAL STATEMENT INDEX

Independent Auditor's Report.............................................

Balance Sheets............................................................

Statements of Operations.................................................

Statements of Stockholders' Equity (Deficit).............................

Statements of Cash Flows.................................................

Notes to the Financial Statements........................................


                                       14



<PAGE>

Exhibit C

                          MAJORITY  SHAREHOLDER CONSENT Cofitras  Entertainment,
                          Inc.

                                November 30, 1998

         The  undersigned  is a  holder  of  the  majority  of  the  issued  and
outstanding  shares  of  Cofitras  Entertainment,  Inc.,  a  Nevada  Corporation
("Cofitras").

         In accordance  with Nevada Law, the  undersigned  majority  shareholder
understands and agrees that she may waive notice of a shareholders'  meeting and
agree to the  adoption  of any action or election  of  directors  which could be
enacted  or  voted  upon  by  a  majority  of  the  Cofitras  shareholders  at a
shareholder  meeting regularly called for such purposes.  The undersigned hereby
wishes  to  exercise  such  right  and does  hereby  waive  notice  of a Special
Shareholders  Meeting  and the  opportunity  to vote at such  meeting and hereby
expresses, by her majority consent,  approval to the following corporate actions
and elections requiring shareholder consent and approval:

         1.       Even though not required  under  Nevada Law,  the  undersigned
                  shareholder  wishes to ratify,  as part of the Majority  Share
                  Acquisition  Agreement,  the  reverse  split  by the  Board of
                  Directors  of the  Company's  shares on a sixty to one  (60:1)
                  ratio, including the shares of the undersigned.

         2.       The election of the following nominees by Mr. Dennis Madsen to
                  be the new Board of Directors of the Company:

                           (a)      Damon Madsen
                           (b)      Dennis Madsen
                           (c)      Gregory Stringham

         The  undersigned  fully casts all of her votes which she is entitled to
vote in favor of the election and  appointment  of the foregoing to the Board of
Directors,   subject  only  to  the  full  performance  of  the  Majority  Share
Acquisition  Agreement.  The  undersigned  is  fully  advised  that if the  full
consideration is not timely paid under the Majority Share Acquisition Agreement,
then the above Directors-Elect will resign and be replaced by the prior Board.

         While not requiring shareholder  approval,  the undersigned also wishes
to ratify and affirm the Board's  decision to issue out, as part of the Majority
Share Acquisition Agreement Eight Million Reverse Split Shares of the Company to
Mr. Dennis Madsen in escrow, also subject to full performance under the Majority
Share Acquisition Agreement.

<PAGE>

         The undersigned  represents she has been fully informed of the terms of
the Majority  Share  Acquisition  Agreement and has been given an opportunity to
review such Agreement  before  entering this informed  consent.  The undersigned
shareholder  further  represents  that  she  has had a full  opportunity  to ask
questions of and discuss the proposed  matters listed above, and the other terms
and conditions of the Acquisition,  and is fully satisfied with the fact that it
has been given full and complete  disclosure  of such  transaction  and herewith
voluntarily  and  willfully  approve such  transaction  of its own free will and
accord and pursuant to resolution of the Board of Directors of the  undersigned.
Further, the undersigned represents it understands it may consent to such action
or may  withhold  its  consent  and that it is fully  entitled  to  review  this
decision with outside  legal or  accounting  experts of its own choosing and has
either done so, or knowingly elected not to do so.

         Finally, the undersigned  shareholder  understands and agrees that with
her majority  approval of these matters,  a formal meeting and proxy will not be
solicited of the other shareholders in the Company.

         The undersigned,  Christine  Green,  acknowledges her resignation as an
officer and  director of Cofitras  effective  November  30, 1998 in favor of the
above nominees,  but subject to automatic  reappointment if the above referenced
Share Acquisition Agreement is not fully performed.

         WITNESS the signature and date the undersigned  majority shareholder of
the Company constituting a majority of all issued and outstanding shares on this
30th day of November, 1998.

         /s/                              11/30/98              47,233,207
         -----------------------          --------              -----------
By:      Christine Green                    Date                # of Shares
         Majority Shareholder



<PAGE>

Exhibit D
                          CLOSING AGREEMENT & STATEMENT

         Agreement  made and  entered in  duplicate  on this _____ day of March,
1999 by and  between  Christine  Green of 1155 East 2100 South  #325,  Salt Lake
City, Utah 84106 ("Green"),  in her individual capacity and as agent for certain
sellers of Cofitras  Entertainment,  Inc.  ("Cofitras") shares to Dennis Madsen,
individually  and as agent for other buyers of Cofitras  Stock,  all of 476 East
South Temple #205,  Salt Lake City,  Utah 84111  ("Madsen") in Salt Lake County,
State of Utah. Whenever both Green and Madsen are referred to in this Agreement,
they may be collectively described as the "Parties."

                                    RECITALS

         WHEREAS, Madsen, effective November 30, 1998, acting as a principal and
agent  acquired from  Cofitras,  in a private  placement,  8,000,000  restricted
reverse  split  shares of the  Company  for a capital  advance of  $30,000,  but
conditional upon the purchase and closing of other outstanding  Cofitras shares,
as outlined in this Closing Agreement and Statement;

         WHEREAS, Madsen and Green, acting in their individual capacities and as
agents for  various  sellers  and  buyers,  entered  into an  agreement  for the
purchase of eighty percent (80%) or more of the issued and outstanding shares of
Cofitras prior to the private placement  described above,  effective on November
30,  1998  which  agreement  was  originally   designated  as  the  "Preliminary
Agreement,"  but is  designated  for the purposes of this Closing  Agreement and
Statement as the "Purchase Agreement";

         WHEREAS,   under  the  terms  of  the   Purchase   Agreement,   Madsen,
representing  certain buyers,  had previously  agreed to tender to Green $80,000
for the purchase of approximately 47,233,207 shares of Cofitras on a pre-reverse
split basis and currently constituting approximately 787,220 post-split shares;

         WHEREAS,  under the terms of the Purchase  Agreement,  Green has agreed
and stipulated to cause to be delivered, concurrently with the execution of this
Closing  Agreement and  Statement,  the 787,220  shares  standing in the name of
Eversfield Corporation;

         WHEREAS,  Green and Madsen both agree and stipulate that the Eversfield
Shares will be released to Madsen upon the conclusion of the closing represented
by this Agreement in negotiable form and free of restrictive  legends or adverse
claims pursuant to the provisions of SEC Rule 144(k);

         WHEREAS,  Madsen and Green  further  stipulate  and agree that the name
appearing on the certificates  tendered by Green is a company called  Eversfield
Corporation,  but that  Green has  produced a  document,  which is  attached  as
Exhibit A to this Closing Agreement and Statement, evidencing that she has full,
complete,  and exclusive  authority,  pursuant to  resolution of the  Eversfield
Board of Directors, to convey such shares and to retain all proceeds of sale;

         NOW THEREFORE, the parties mutually agree and covenant as follows:

                                        1
<PAGE>

                                   WITNESSETH

         1.0 Consideration.  Christine Green herewith  acknowledges  receipt and
sufficiency  of the total final  consideration  under the Purchase  Agreement of
$80,000 for the purchase of the prior control shares tendered. This Agreement is
further supported by the recital of other prior considerations  tendered, and by
the mutual covenants set-out herein.

         2.0 Tender of Shares. Madsen, in his individual capacity and for and on
behalf  of  various  purchasers  of  Cofitras  stock  for whom he acts as agent,
herewith acknowledges receipt and sufficiency of the total shares of Cofitras to
be issued  pursuant to the  Purchase  Agreement.  Which share  consideration  as
tendered on a reverse  split basis and free of  restrictive  legends  constitute
787,220  reverse split shares.  Green further  represents and warrants that such
shares  constituted  not less than 80% of all issued and  outstanding  shares of
Cofitras prior to the earlier issuance of the 8,000,000  reverse split shares to
Madsen and assigns by Cofitras for the $30,000 capital contribution.

         3.0 Representations & Warranties of Green.

         3.1 The 787,220 shares  herewith  tendered to Madsen are delivered free
and clear of any encumbrance,  liens, adverse claims,  assignments, or any known
entitlement or claims of any third person or party.

         3.2 Green further  represents  that she is the full and exclusive agent
for the subject  Cofitras  Shares and has full right and  authority  to endorse,
negotiate,  and tender such shares to Madsen or assigns in  consummation of this
closing  and has done so with  full  legal  authority  and  exclusively  has all
beneficial rights and interest in and to the proceeds of such sale.

         3.3  Green  further  represents  that  the  attached  and  incorporated
authorization to tender such shares by Eversfield represents a true and accurate
representation of her authority.

         3.4  Green  represents,  to the  best of her  knowledge,  that the last
financial  statements  prepared  for  Cofitras  incident  to the  filing  of the
December  31, 1998 10-QSB  Report  constitutes  an accurate  description  of the
financial condition of the Company, as well its assets,  debts, and obligations.
Based  upon such  financial  statements,  Green  represents,  to the best of her
knowledge,  that there are no remaining  outstanding  debts or obligations to or
from the corporation upon the assignment of her $30,000 loan from the Company to
Madsen.

         3.5  Green  represents  that she is not aware of any  creditor  claims,
litigation  claims,  or other adverse claims or proceedings or any litigation or
administrative proceedings or claims currently instituted against Cofitras or to
which Cofitras is a party.

         3.6 Green represents that she has tendered all stock certificate forms,
certificate books, records,  accounting, and other documents related to Cofitras
to Madsen, or to an attorney at law designated by Madsen for the purpose of this
closing.

         4.0      Representations and Warranties of Madsen.

                                        2
<PAGE>

         4.1  Madsen  represents  that he has acted in good  faith to secure the
participants in the purchase of the majority share interest in Cofitras and that
all of the  participants  in such  purchase  have acted with full  knowledge and
consent to Madsen acting as their agent for the purchase of such shares.  Madsen
represents  that he has acted on advice of legal  counsel  that such  purchasers
would constitute  sophisticated  business  investors  participating as principal
long term  investors,  and that there is not required any  registration or other
securities  disclosure as to the shares acquired.  Madsen further agrees to hold
harmless and indemnify Green from any and all adverse claims which may hereafter
be asserted by any party purchasing by, through,  or with Madsen pursuant to the
Purchase Agreement.

         4.2  Madsen  represents  that he has been duly  appointed  by  majority
shareholder  consent to be a director and officer of the Company  along with Mr.
Gregory  Stringham  and Mr.  Damon  Madsen,  and that he will  continue  in such
capacity and attempt to find a suitable merger,  acquisition,  or other business
purpose for the corporation in such capacity as management.

         4.3 Except as to those  warranties of title for the securities  set-out
herein, Madsen stipulates and agrees that there has been no warranty - expressed
or  implied  -  concerning  the  Company's  profitability,  suitability  for the
purposes  intended,  or that the Company may continue as a reporting  company or
trading company.

         5.0 Completed  Transaction.  Both parties  mutually agree and stipulate
that  upon the  tender  of the  shares  and  consideration  as  recited  by this
Agreement  and  subject  only to the  specific  representations  and  warranties
contained herein, the stock for cash transaction represented in this closing has
been fully closed and  consummated  upon  signature of this  statement  and that
there are no further additional obligations,  undertakings,  or responsibilities
of  either  party.   Provided,   however,   that  any  material  breach  of  any
representation   contained  in  this  Closing   Agreement  and  Statement  shall
constitute a basis by either party to seek  recision of the  transaction  and/or
damages.

BOTH PARTIES FURTHER AGREE THAT THIS AGREEMENT  SUPERCEDES ALL PRIOR  AGREEMENTS
OR REPRESENTATIONS, WRITTEN OR ORAL, EXISTING BETWEEN THE PARTIES.

         6.0      Miscellaneous.

         6.1 This Closing Agreement and Statement  evidences the final agreement
and transaction between the parties related to the purchase of Cofitras stock.

         6.2 This  Agreement  shall be applied and construed in accordance  with
Utah Law.

         6.3 This Agreement  shall be binding upon or inur to the benefit of any
assign or successor in interest of either party hereto.

         6.4 This Agreement shall be given reasonable interpretation and applied
so far as  possible.  Should any term be deemed  void or  voidable,  the balance
shall be given application and applied so far as possible.  In like manner,  any
error in grammar, syntax,  spelling,  gender, or usage shall be given reasonable
application so far as possible.

                                        3
<PAGE>

         6.5 Should any action at law or equity be necessary to enforce any term
or  provision of this  Agreement,  the  prevailing  party shall be entitled to a
reasonable  costs,  attorney  fees, and interest on any damage award at 15% from
the date of loss.

         6.6 This Agreement  constitutes a complete and integrated  contract and
agreement.  This  Agreement  shall not be subject to parol  evidence  and may be
amended  between the parties only in a writing  attached  hereto and executed by
both parties.  All addendums or Exhibits shall be constituted an integrated part
of this Agreement.

         6.7 The Recitals contained in this Agreement constitute a necessary and
intrical  part of the  Agreement  and shall be  applied to its  enforcement  and
construction.

         Dated the day and date first above written.


Seller:                                           Buyer:


/s/                                               /s/ 
----------------------------------                -----------------------------
Christine Green                                   Dennis Madsen


                                        4

<PAGE>
Exhibit E
                             NOTICE TO SHAREHOLDERS
                                 March 31, 1999


Dear Fellow Shareholder,

         Let me introduce  myself,  Mr. Damon  Madsen,  as the new  President of
Cofitras  Entertainment,  Inc. As a few of you may be aware, prior management of
the Company entered into a conditional  agreement in November,  1998,  whereby a
new group of  shareholders  would acquire,  for a cash  transaction,  a majority
shareholder  interest in the Company. As a result of this acquisition,  which is
more fully explained below, a new management group, of which I am a member, came
into control of the Company. The majority share acquisition was closed in March,
1999.  Both the  existing  and new  management  approved a  sixty-to-one  (60:1)
reverse stock split for  reorganization  purposes and new shares were issued for
cash  consideration  to the Company.  The  transaction  was approved by majority
shareholder  consent under Nevada law,  without the calling of a formal meeting.
However, you are being given notice, as a shareholder,  of the terms and purpose
of this  transaction in accordance with Nevada law, and as a matter of corporate
policy, as more fully detailed below.

         As a  starting  point,  I am sure  each of you  realize  that  Cofitras
Entertainment, Inc., as of November, 1998, did not have any assets; had a modest
amount of debts and unpaid obligations; and, was without any business purpose or
prospects.  This type of  corporation,  while  current on its  corporate and SEC
filings,  is often  referred to and  regarded as a "shell"  corporation.  It was
apparent to both the prior  management,  principally  Christine  Green,  and new
management:  Damon Madsen,  Dennis Madsen,  and Gregory  Stringham,  that if the
Company  were to survive  and to attempt to go forward to acquire a  potentially
new and viable business  purpose and operation,  it would be necessary to change
control in the Company to acquire any new  business or  enterprise.  Since there
were  already  a  substantial  number  of  shares   outstanding,   approximately
59,041,509  out of an authorized  75,000,000,  it was apparent to both prior and
new management  that the  outstanding  number of shares in  relationship  to the
authorized  shares  needed  to be  drastically  reduced  in  order  to have  any
expectation  or hope of attracting a potential  acquisition  or merger  partner.
Accordingly, it was agreed, as part of the Majority Share Acquisition,  that the
issued and  outstanding  shares would be reverse split on a sixty-to-one  (60:1)
ratio. That means that for every 60 shares which you previously held or owned in
the Company you would now own one share. The reverse acquisition was implemented
on the basis that there would be no  fractional  shares and the number of shares
would  be  rounded  to  the  next  whole  number  of  shares  to  each  existing
shareholder,  and without any  shareholder  being reduced  below  ownership of a
single share.

         While at first  glance it may appear  that this an  extreme  remedy and
even  perhaps  unfair  to  existing   shareholders,   we  would  hope  that-upon
reflection-you  would  understand  that  while you owned a larger  portion of an
empty shell which essentially had no business future or prospects,  you will now
be in a position  to own a lesser  share of a company  which new  management  is
hopeful can acquire a viable  business  enterprise  or product and  re-establish
some value,  business purpose,  and-potentially-a  trading market. In short, the
realistic evaluation was that your prior interest had essentially lost all value
and the only realistic alternative was to allow the Company to be dissolved.

                                        1
<PAGE>

         Some of you may wonder when, or if, new  management  plans on holding a
regular  shareholder  meeting and soliciting  your vote and proxy on election of
directors and other matters which may appropriately come before the shareholders
for  vote.  As you  may  readily  anticipate,  the  Company  is in an  extremely
diminished   cash  flow  status   until  it  is  able  to  effect  any  type  of
reorganization.  It is also anticipated that any type of substantial acquisition
or reorganization would most likely require shareholder approval and potentially
the election of a new management  group  reflecting  the acquired  enterprise or
business purpose. Accordingly, it is the present position of management that the
next  shareholder  meeting  should be  reserved  and  deferred  until there is a
specific and  definitive  proposal of  acquisition  or  reorganization,  with or
without management change.

         Present   management   would  also  like  to  affirm  to  you   certain
administrative  policies  related to the current  status of the Company and your
shares. First, there is no present intent to change the name of the Company from
Cofitras  Entertainment,  Inc.,  until  or  unless  a new  acquisition  has been
negotiated.  Accordingly,  while new shares have been  authorized to reflect the
60:1  reverse  split,  you do not need to tender  over your  existing  shares in
exchange  for new post  reverse  split  shares  unless  you so elect.  It is the
present  position  of  management  that the  issuance  of new  shares  may occur
normally  through  the tender of existing  shares  through  the  transfer  agent
whenever a transfer  or sale of such  shares  occurs and the new shares  will be
issued on a post reverse split basis at that time.  However, if you would prefer
to presently receive your new reverse split certificates,  you may do so at your
own cost and election by  contacting  the transfer  agent,  Cottonwood  Transfer
Company, at 801/266-7151,  or 5899 South State Street,  Murray, Utah 84107. They
would  be  happy  to  complete  an  exchange  of the  old  certificates  for new
certificates for the standard transfer cost.

         Your  present  management,  as  described  below,  would,  at any time,
encourage your  questions or inquiries  concerning the Company and the status of
any merger or acquisition  negotiations  or  discussions  that are not otherwise
confidential.  The present  management will also, as generally  described above,
advise you of any proposed merger or acquisition  which will most likely require
a  shareholder  vote and  consent.  You are also  advised  that the  Company has
elected to change certified auditors for the purpose of filing the currently due
10-KSB  Report and would  anticipate  retaining the services of the new auditing
company into the foreseeable future.

         For your  information,  the retiring auditors of the Company are Jones,
Jensen & Company of Salt Lake  City,  Utah,  and the new  auditors  are  Hansen,
Barnett  & Maxwell  of Salt  Lake  City,  Utah.  Management  is not aware of any
material  discrepancy  or conflict  existing  between  management and either the
prior or new auditors.

         By  way of  general  administrative  announcement,  the  Company  would
indicate to each  shareholder  that you may access all  periodic  filings by the
Company with the  Securities and Exchange  Commission  (SEC) at the SEC Website,
http:\www.sec.gov,  or you may contact management and receive a copy of any such
filing and any document referenced in those filings or this Notice. An extension
was filed for the current  10-KSB  filing which was due March 31, 1999,  and the
same will be filed on or about  April 15,  1999 due to an  anticipated  delay in
completing the audit information with the change of auditors.

                                        2
<PAGE>

         Finally,  the  present  management  would like to  present  to you,  in
outline fashion, the resulting terms and present  capitalization of your company
resulting from the  Reorganization  Agreement for majority share control entered
into in November, 1998 and closed in March, 1999:

         1. Mrs.  Christine  Green  resigned  as the acting  sole  director  and
officer of the  company  and was  replaced  as of  November,  1998 by Mr.  Damon
Madsen,   Director/President;   Mr.   Dennis   Madsen,   Director/Reorganization
Agent/Secretary-Treasurer; and Mr. Gregory Stringham, Director/Vice-President.

         2.  The  majority   share  position  of  Eversfield   Corporation,   as
represented by Mrs.  Christine  Green,  was acquired by a group of investors who
installed the present management by Majority Shareholder Consent.

         3.  All  issued  and  outstanding   shares  were  reverse  split  on  a
sixty-to-one  (60:1) basis.  The group of new shareholders  purchased  8,000,000
post reverse shares for cash from the Company. As a result,  there are presently
8,984,025 issued and outstanding  shares. You can compute your present sharehold
interest by taking your existing  number of shares  dividing by 60,  rounding to
the next whole number, and then dividing your shares by the above number.

         4. The Board designated Mr. Dennis Madsen to act as a special agent for
the Company to seek out, preliminarily negotiate, and present for Board approval
appropriate merger, reorganization, or acquisition proposals.

         If you  wish  to  contact  management  concerning  any  of the  present
activities  of the company,  Mr. Dennis Madsen has been directed by the Board to
be the Shareholder  Liaison,  as well as the Merger & Acquisition Agent. You may
contact him at 801/944-4452, or 476 East South Temple #205, Salt Lake City, Utah
84111.  You are also advised that  present  legal  counsel of the Company is Mr.
Julian D. Jensen of Jensen,  Duffin,  Carman,  Dibb & Jackson at 311 South State
Street, Suite 380, Salt Lake City, Utah 84111, or 801/531-6600.

         Management wishes to thank you for your consideration and understanding
during these difficult  transitional periods and would hope that if you have any
comments,  suggestions, or questions that you feel free to contact management at
any time.

                                   Sincerely,


                                  Damon Madsen
                                    President




                                        3
<PAGE>

Exhibit F

                          COFITRAS ENTERTAINMENT, INC.
                        (A Development Stage Enterprise)









               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
                                       AND
                              FINANCIAL STATEMENTS









                           December 31, 1998 and 1997
         and for the Cumulative Period from April 12, 1989 (Beginning of
                  Development Stage) through December 31, 1998


                            HANSEN, BARNETT & MAXWELL
                           A Professional Corporation
                          CERTIFIED PUBLIC ACCOUNTANTS

<PAGE>

                          COFITRAS ENTERTAINMENT, INC.
                        (A Development Stage Enterprise)


                                TABLE OF CONTENTS


                                                                          Page

Report of Independent Certified Public Accountants                          F-1

Financial Statements:

  Balance Sheet - December 31, 1998                                         F-2

  Statements  of  Operations  for the Years  Ended  December  31,  1998 and 1997
    (Unaudited) and for the Cumulative  Period from April 12, 1989 (Inception of
    Development Stage) through December 31, 1998 (Unaudited) F-3

  Statements of  Stockholders'  Equity for the Cumulative  Period from April 12,
    1989 (Inception of Development  Stage) through December 31, 1996 (Unaudited)
    and for the years ended December 31, 1997 (Unaudited) and 1998 F-4

  Statements  of Cash  Flows  for the Years  Ended  December  31,  1998 and 1997
    (Unaudited) and for the Cumulative  Period from April 12, 1989 (Inception of
    Development Stage) through December 31, 1998 (Unaudited) F-5

  Notes to Financial Statements                                             F-6


<PAGE>

 HANSEN, BARNETT & MAXWELL
 A Professional Corporation
CERTIFIED PUBLIC ACCOUNTANTS

                                                                  (801) 532-2200
     Member of AICPA Division of Firms                        Fax (801) 532-7944
            Member of SECPS                         345 East Broadway, Suite 200
Member of Summit International Associates        Salt Lake City, Utah 84111-2693




               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Board of Directors and Stockholders
Cofitras Entertainment, Inc.


We have audited the accompanying balance sheet of Cofitras  Entertainment,  Inc.
(a  development  stage  enterprise)  as of  December  31,  1998 and the  related
statements of operations, stockholders' equity and cash flows for the year ended
December 31, 1998.  These  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Cofitras Entertainment, Inc. as
of December  31, 1998 and the results of its  operations  and its cash flows for
the  year  ended  December  31,  1998  in  conformity  with  generally  accepted
accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the Company's significant losses raise substantial doubt
about its ability to continue as a going concern.  Management's  plans regarding
those  matters are also  described in Note 1. The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.



                                                       HANSEN, BARNETT & MAXWELL
Salt Lake City, Utah
April 13, 1999

                                       F-1
<PAGE>
<TABLE>
<CAPTION>


                          COFITRAS ENTERTAINMENT, INC.
                        (A Development Stage Enterprises)
                                  BALANCE SHEET




                                     ASSETS

<S>                                                                         <C>           
Total Assets                                                                $          -- 


                      LIABILITIES AND STOCKHOLDERS' DEFICIT


Current Liabilities
     Accounts payable                                                       $       1,639
                                                                            -------------

         Total Current Liabilities                                                  1,639

Stockholders' Deficit
     Common stock - $0.001 par value; 75,000,000 shares
        authorized; 8,984,025 shares issued and outstanding                         8,984
     Additional paid-in capital                                                   204,256
     Deficit accumulated during the development stage                            (214,879)
                                                                            -------------

         Total Stockholders' Deficit                                               (1,639)

Total Liabilities and Stockholders' Equity                                  $          -- 

              The            accompanying  notes are an  integral  part of these
                             financial statements.
</TABLE>

                                      F-2
<PAGE>
<TABLE>
<CAPTION>


                          COFITRAS ENTERTAINMENT, INC.
                        (A Development Stage Enterprise)
                            STATEMENTS OF OPERATIONS



                                                                                                 Cumulative From
                                                                                                 April 12, 1989
                                                                                                 (Beginning of
                                                                     For the Years               Development Stage)
                                                                   Ended December 31,                through
                                                                     1998             1997      December 31, 1998
                                                          ---------------   --------------      -----------------
                                                                              (Unaudited)         (Unaudited)

<S>                                                       <C>               <C>                 <C>            
General and Administrative Expenses                       $        21,949   $        2,363      $       214,879
                                                          ---------------   --------------      ---------------

Net Loss                                                  $       (21,949)  $       (2,363)     $       (214,879)
                                                          ===============   ==============      ================

Basic and Diluted Loss Per Share                          $         (0.00)  $        (0.00)     $         (0.30)
                                                          ===============   ==============      ===============

Weighted Average Number of
   Common Shares                                                1,663,477          984,025              726,696
                                                          ===============   ==============      ===============
</TABLE>

              The            accompanying  notes are an  integral  part of these
                             financial statements.

                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                          COFITRAS ENTERTAINMENT, INC.
                        (A Development Stage Enterprise)
                       STATEMENTS OF STOCKHOLDERS' EQUITY



                                                                                               Deficit
                                                                                                Accumulated
                                                                                 Additional    During the          Total
                                                          Common Stock            Paid-In     Development      Stockholders'
                                                      Shares         Amount       Capital         Stage             Deficit
                                                      ------         ------       -------         -----             -------
<S>                                                    <C>      <C>             <C>            <C>            <C>        
Balance - April 12, 1989                               30,087   $         30    $     23,193   $        --    $    23,223

Shares issued for patent rights,
   March 1990, $0.01 per share                        181,733            182             818            --          1,000

Shares issued for cash, April 1990,
   $0.86 per share                                     30,815             31          26,469            --         26,500

Shares issued for cash, December 1990,
   $0.00 per share                                        167            --            5,000            --          5,000

Shares issued for services, December
   1991, $29.94 per share                               1,666              2           1,498            --          1,500

Shares issued for cash, December
   1992, $0.05 per share                              666,666            666          35,363            --         36,029

Shares issued for services, December
   1995, $0.10 per share                               72,891             73           7,427            --          7,500

Additional paid-in capital for the
   cumulative period April 12, 1989
   through December 31, 1996                              --             --           82,488            --         82,488

Net loss for the cumulative period April
   12, 1989 through December 31, 1996                     --             --              --        (190,567)     (190,567)
                                                 ------------   ------------    ------------   ------------   -----------

Balance - December 31, 1996 (Unaudited)               984,025            984         182,256       (190,567)       (7,327)

Net loss for the year ended
   December 31, 1997                                      --             --              --          (2,363)       (2,363)
                                                 ------------   ------------    ------------   ------------   -----------

Balance - December 31, 1997 (Unaudited)               984,025            984         182,256       (192,930)       (9,690)

Shares issued for cash, November 30,
   1998, $0.00 per share                            8,000,000          8,000          22,000            --         30,000

Net loss for the year ended
   December 31, 1998                                      --             --              --         (21,949)      (21,949)
                                                 ------------   ------------    ------------   ------------   -----------

Balance - December 31, 1998                         8,984,025   $      8,984    $    204,256   $   (214,879)  $    (1,639)
                                                 ============   ============    ============   ============   ===========
</TABLE>

              The            accompanying  notes are an  integral  part of these
                             financial statements.

                                      F-4
<PAGE>
<TABLE>
<CAPTION>


                          COFITRAS ENTERTAINMENT, INC.
                        (A Development Stage Enterprise)
                            STATEMENTS OF CASH FLOWS


                                                                                               Cumulative From
                                                                                               April 12, 1989
                                                                                               (Beginning of
                                                                 For the Years Ended           Development Stage)
                                                                      December 31,                  through
                                                                    1998             1997      December 31, 1998
                                                        ----------------   --------------      -----------------
                                                                              (Unaudited)        (Unaudited)
Cash Flows From Operating Activities
<S>                                                     <C>                <C>                 <C>             
    Net loss                                            $        (21,949)  $       (2,363)     $      (214,879)
    Adjustments to reconcile net income to
       net cash provided by operating activities:
        Amortization                                                 --               --                 1,183
        Common stock issued for services                             --               --                 9,000
    Change in operating assets and liabilities:
        Other assets                                                 --               --                11,029
        Shareholder payable                                          --               --                (3,003)
        Accounts payable                                          (8,051)           2,363                4,142
                                                        ----------------   --------------      ---------------

        Net Cash Used by Operating
           Activities                                            (30,000)             --              (192,528)
                                                        ----------------   --------------      ---------------

Cash Flows From Investing Activities
    Cash acquired upon reorganization
       of Company                                                    --               --                23,540
                                                        ----------------   --------------      ---------------

        Net Cash Provided by
           Investing Activities                                      --               --                23,540
                                                        ----------------   --------------      ---------------

Cash Flows From Financing Activities
    Issuance of common stock for cash                             30,000              --                86,500
    Additional capital contributed                                   --               --                82,488
                                                        ----------------   --------------      ---------------

        Net Cash Provided by Financing
           Activities                                             30,000              --               168,988
                                                        ----------------   --------------      ---------------

Increase in Cash                                                      --                --                    --

Cash at Beginning of Period                                           --                --                    -- 

Cash at End of Period                                   $            --    $          --       $           -- 
                                                        ================   ==============      ===============
</TABLE>

              The            accompanying  notes are an  integral  part of these
                             financial statements.

                                      F-5
<PAGE>

                          COIFTRAS ENTERTAINMENT, INC.
                        (A Development Stage Enterprise)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization -- Cofitras  Entertainment,  Inc.  (Company),  was  incorporated on
January 26, 1986 as Vantage, Inc. in the State of Nevada. On April 12, 1989, the
Company  ceased  operations  and is  currently  considered a  development  stage
enterprise with its business purpose being seeking a suitable merger/acquisition
or joint venture candidate.  In 1995, the Company changed its name from Vantage,
Inc. to Cofitras Entertainment, Inc.

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 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.

Basis of  Presentation  -- The Company  has no  operations  and has  accumulated
losses since  inception of the  development  stage of $214,879.  This  situation
raises  substantial doubt about its ability to continue as a going concern.  The
accompanying financial statements do not include any adjustments relative to the
recoverability  and  classification  of asset carrying amounts or the amount and
classification  of  liabilities  that  might  result  from the  outcome  of this
uncertainty.  Management  is currently  seeking one or more  potential  business
ventures through acquiring or merging with a company with viable operations.

Basic and  Diluted  Loss Per Common  Share -- In the fourth  quarter  1998,  the
Company  adopted  Statement of Financial  Accounting  Standards  (SFAS) No. 128,
Earnings  Per  Share.  Under  SFAS 128,  loss per common  share is  computed  by
dividing  net loss  available  to common  stockholders  by the  weighted-average
number of common shares outstanding during the period.

NOTE 2--EQUITY TRANSACTIONS

During  the year ended  December  31,  1998,  the  Company  agreed to a 1-for-60
reverse  stock  split.  Prior  to the  reverse  stock  split,  the  Company  had
59,041,509  shares issued and  outstanding.  The reverse stock split reduced the
issued and outstanding shares to 984,025. The accompanying  financial statements
have been restated to conform to the reverse stock split.  Following the reverse
stock split,  the Company  issued  8,000,000  shares of common stock for cash of
$30,000 or $0.00 per common share to officers who now have controlling  interest
in the Company. These officers have committed to contribute up to $30,000 to the
Company as additional  capital for which no additional shares will be issued. As
of April 13, 1999, Mr. Madsen had contributed $2,350 to the Company.

NOTE 3--INCOME TAXES

For the year ended  December  31,  1998,  the  Company  paid no federal or state
income taxes. The tax effect of each  significant  type of temporary  difference
that gives rise to the deferred tax asset at December 31,1998, is as follows:

                  Operating loss carry forward                $       80,150
                  Valuation allowance                                (80,150)
                                                              ---------------

                  Total Deferred Tax Assets                   $           -- 



                                       F-6
<PAGE>

                          COIFTRAS ENTERTAINMENT, INC.
                        (A Development Stage Enterprise)
                          NOTES TO FINANCIAL STATEMENTS

In 1998, the Company's  valuation  allowance increased by $7,306. As of December
31, 1998,  the Company had net operating  loss carry forwards for federal income
tax reporting purposes of $214,879 which if unused will expire from 2001 through
2013. Due to the changes of ownership,  the net operating  losses may be subject
to limitations under Section 382 of the Internal Revenue Code

The following is a reconciliation of the 1998 and 1997 tax amount computed using
the federal statutory rate to the provision for income taxes:

                                                    1998            1997
                                              ----------      ----------
  Tax at federal statutory rate (34%)         $   (7,463)     $     (803)
  State benefit, net of federal benefit             (724)            (78)
  Change in valuation allowance                    8,187             881
                                              ----------      ----------

  Provision for Income Taxes                  $      --       $      -- 
                                              ==========      ==========

                                       F-7