SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             ----------------------

                                   FORM 10-KSB

                             Annual Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                            For the fiscal year ended
                                December 31, 1997

                             Commission file number
                                     -------

                          Cofitras Entertainment, Inc.
             (Exact name of registrant as specified in its charter)


            Nevada                                   87-0542172
 (State or other jurisdiction of         (IRS employer identification no.)
      incorporation) 

    1155 E. 2100 S., No. 325,                           (801) 483-1864
    Salt Lake City, Utah 84106
Address of principal executive offices)         (Registrant's telephone number,
                                                      including area code)


        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 registrant (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 file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. | | Yes |X| No

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. |X|

         The aggregate  market value of voting stock held by  non-affiliates  of
the  registrant at December 31, 1997:  The common voting stock of the registrant
is not publicly traded and has no readily ascertainable fair market value.

         Issuers revenues for its most recent fiscal year: None.

         Shares outstanding of the registrant's common stock as of June 4, 1998:
59,041,509.

<PAGE>


Cofitras Entertainment, Inc.


                       TABLE OF CONTENTS TO ANNUAL REPORT
                                 ON FORM 10-KSB
                          YEAR ENDED DECEMBER 31, 1997


                                     PART I

Item 1.    Description of Business ..........................................3
Item 2.    Description of Properties ........................................4
Item 3.    Legal Proceedings ................................................4
Item 4.    Submission of Matters to a Vote of Security Holders ..............4

                                     PART II

Item 5.    Market for Registrant's Common Equity and Related 
           Stockholder Matters ..............................................5
Item 6.    Management's Discussion and Analysis or Plan of Operation ........5
Item 7.    Financial Statements .............................................6
Item 8.    Changes In and Disagreements with Accountants on Accounting 
           and Financial Disclosure .........................................6

                                    PART III

Item 9.    Directors and Executive Officers, Promoters and Control 
           Persons; Compliance With Section 16(a) of the Exchange Act .......7
Item 10.   Executive Compensation ...........................................7
Item 11.   Security Ownership of Certain Beneficial Owners and Management ...8
Item 12.   Certain Relationships and Related Transactions ...................8
Item 13.   Exhibits and Reports on Form 8-K .................................8

                                       2

<PAGE>

                                     PART I

Item 1. Description of Business.

Business Development

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

         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.

         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.

         In November 1992, the Company's  Board of Directors  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 the  reverse  split on a
retroactive bases.

Business of Issuer

         The Company has no current business operations.  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.

         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 1155 E. 2100 S., No. 325, Salt Lake City,  Utah 84106,  which
is the home-business office of its President.

                                       3
<PAGE>

Item 2. Description of Properties.

         The Company has no significant assets or operating capital. The current
sole officer and director has expressed her intent to borrow funds to the extent
possible, to fund the costs of operating the Company until some type of business
venture can be completed.

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.




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                                       4
<PAGE>

                                     PART II

Item 5.  Market for Registrant's Common Equity and 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, 1997, there were approximately 164 holders of record of
the Company's common stock.

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.

Item 6. Management's Discussion and Analysis or Plan of Operation

         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.

         The Company  does not have  sufficient  funding to meet its cash needs.
The current sole officer and director has  expressed  her 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  funds during the next twelve  months.  There is no  assurance  that the

                                       5
<PAGE>

Company  will be able to  successfully  identify  and/or  negotiate  a  suitable
potential business venture.

         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 two 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, the words
or phrases "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.
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.

Item 7. Financial Statements

         See attached financial statements.

Item 8. Changes  In and  Disagreements  With  Accountants  on  Accounting  and
        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.


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                                       6

<PAGE>

                                    PART III

Item 9. Directors, Executive Officers, Promoters and 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 June 4, 1998:

                                                                          With  
                                                                        Company 
      Name            Age                   Position                      Since
      ----            ---                   --------                      -----
Christine Green (1)   43    Chairman, Chief Executive Officer, Chief       1998
                                      Financial Officer and Secretary
---------------

         1.   Effective April 16, 1998, Mr.  Christian  Baumann  resigned as the
              Company's sole officer and director and  immediately  prior to his
              resignation  appointed Ms.  Christine  Green as the Company's sole
              officer and director.

         Christine  Green.  Ms. Green has been with the Company  since April 16,
1998. Since that time she has been the Company's sole officer and director.  Ms.
Green has principally worked as an independent  business consultant for the past
five years. Ms. Green holds no other directorships in reporting companies.

Identify Significant Employees

         The Company has no significant employees.

Family Relationships

         None.

Involvement in Certain Legal Proceedings

         Ms. Green has not 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 to pay  compensation  to its  officers  and
directors. There are presently no ongoing pension or other plans or arrangements
pursuant  to which  remuneration  is proposed to be paid in the future to any of
the officers and directors of the Company.

                                       7
<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management.

         The following table sets forth certain  information with respect to the
beneficial ownership of the common stock of the Company as of June 4, 1998, for:
(i) each  person  who is known by the  Company to  beneficially  own more than 5
percent 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 June 4, 1998,  the Company had 59,041,509
shares of common stock outstanding.
<TABLE>
<CAPTION>

   Name and Address                 Shares Beneficially        Percentage of Shares
 of Beneficial Owner(1)                   Owned(2)               Beneficially Owned                    Position
 ----------------------                   --------               ------------------                    --------
<S>                                      <C>                             <C>            <C>                       
Christine Green(3)                       45,410,645                      77%             Chairman, Chief Executive
                                                                                         Officer, Chief Financial Officer
                                                                                         and Secretary

Eversfield Properties, Ltd.              45,410,645                      77%
2120 South 700 East, Suite H254
SLC, Ut. 84106
--------------------------
</TABLE>

(1)  Except where otherwise  indicated, the  address of the  beneficial owner is
     deemed to be the same address as the Company.

(2)  Beneficial  ownership is  determined  in  accordance  with the rules of the
     Securities  and  Exchange  Commission  and  generally  includes  voting and
     investment  power with  respect to the  securities.  Shares of common stock
     subject to options or warrants currently exercisable, or exercisable within
     sixty (60) days, are deemed outstanding for computing the percentage of the
     person  holding such options but are not deemed  outstanding  for computing
     the percentage of any other person.

(3)  All of these shares are held in the name of Eversfield Properties, Ltd. Due
     to a contractual  arrangement with Ms. Green,  however, Ms. Green is deemed
     to  beneficially  own these shares  because she  currently has the power to
     dispose or to direct the disposition of such shares.

         For some time Eversfield Properties,  Ltd. has been looking for a buyer
for its shares. The Company is aware of ongoing negotiations  regarding the sale
of such  shares,  although  the  Company has not been and is not a party to such
negotiations.  If such sale is completed,  it will result in the buyer obtaining
control of the Company.  Except as noted above,  the Company is not aware of any
arrangements, the operation of which may at a subsequent date result in a change
in control of the Company.

Item 12. Certain Relationships and Related Transactions.

         None.

Item 13. Exhibits and Reports on Form 8-K.

Exhibits

         Listed on page 10 hereof.

                                       8
<PAGE>

Reports on Form 8-K

         No  reports  on Form 8-K were  filed by the  Company  during the fourth
quarter ended December 31, 1997.


                                   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,
thereunto duly authorized.

                                        Cofitras Entertainment, Inc.
                                        (Registrant)



Date: July 10, 1998                     By  /s/ Christine Green
                                          ----------------------------
                                          Christine Green
                                          Chairman, Chief Executive Officer,
                                          Chief Financial Officer and Secretary


         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the dates indicated.

      Signature                       Title                            Date


/s/ Christine Green      Chairman, Chief Executive Officer,       June 10, 1998
--------------------     Chief Financial Officer and Secretary  
Christine Green 

                                       9
<PAGE>

                                  EXHIBIT INDEX

  EXHIBIT NO.                  DESCRIPTION OF EXHIBIT


    3.1     Articles of Incorporation of the Company

    3.2     Certificate of Amendment to Articles of Incorporation of the Company

    3.3     Bylaws of the Company

     23     Consent of Independent Auditors

     27     Financial Data Schedule


                                       10
<PAGE>


                          COFITRAS ENTERTAINMENT, INC.
                      (A Company in the Development Stage)


                          INDEX TO FINANCIAL STATEMENTS


Independent Auditors' Report............................................. F-2

Balance Sheets........................................................... F-3

Statements of Operations................................................. F-4

Statements of Stockholders' Equity (Deficit)............................. F-5

Statements of Cash Flows................................................. F-7

Notes to the Financial Statements.........................................F-9


                                      F-1

<PAGE>


                          INDEPENDENT AUDITORS' REPORT


Board of Directors
Cofitras Entertainment, Inc.
Salt Lake City, Utah


We have audited the accompanying balance sheets of Cofitras Entertainment,  Inc.
(a development  stage company) as of December 31, 1997 and 1996, and the related
statements of operations,  stockholders' equity (deficit) and cash flows for the
years ended  December  31, 1997,  1996 and 1995 and from  inception on April 12,
1989  through   December  31,  1997.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  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 our audits 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 Cofitras Entertainment, Inc. as
of  December  31,  1997 and 1996 and the result of its  operations  and its cash
flows for the years ended December 31, 1997, 1996 and 1995 and from inception on
April 12, 1989 through December 31, 1997, 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 2 to the
financial  statements,  the  Company  is a  development  stage  company  with no
significant operating revenues to date, which raises substantial doubt about its
ability to continue as a going  concern.  Management's  plans in regard to these
matters are also  described in Note 2. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.



Jones, Jensen & Company
Salt Lake City, Utah
June 18, 1998

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



                                           COFITRAS ENTERTAINMENT, INC.
                                           (A Development Stage Company)
                                                  Balance Sheets


                                                      ASSETS

                                                                                        December 31,
                                                                         ----------------------------------
                                                                               1997                 1996
                                                                         --------------        --------------        
CURRENT ASSETS

<S>                                                                      <C>                   <C>         
   Cash and cash equivalents                                             $          -          $          -
                                                                         --------------        --------------        
       Total Current Assets                                                         -                     -
                                                                         --------------        --------------        
       TOTAL ASSETS                                                      $          -          $          -
                                                                         ==============        ==============

                                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

   Accounts payable                                                      $        9,690       $         7,327
                                                                         --------------        --------------        
       Total Current Liabilities                                                  9,690                 7,327
                                                                         --------------        --------------        
       Total Liabilities                                                          9,690                 7,327
                                                                         --------------        --------------        
STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock, $0.001 par value, 300,000,000
    shares authorized, 59,041,509,  and 59,041,509
    shares issued and outstanding, respectively                                  59,041                59,041
   Capital in excess of par value                                               124,199               124,199
   Deficit accumulated during the development stage                            (192,930)             (190,567)
                                                                         --------------        --------------        
       Total Stockholders' Equity (Deficit)                                      (9,690)               (7,327)
                                                                         --------------        --------------        
       TOTAL LIABILITIES AND STOCKHOLDERS'
         EQUITY (DEFICIT)                                                $          -          $          -
                                                                         ==============        ==============

</TABLE>

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

                                      F-3

<PAGE>

<TABLE>
<CAPTION>


                                             COFITRAS ENTERTAINMENT, INC.
                                             (A Development Stage company)
                                               Statements of Operations

                                                                                                        From
                                                                                                     Inception on
                                                                                                       April 12,
                                                                                                      1989 Through
                                                 For the Years Ended December 31,                     December 31,
                                        1997                  1996                  1995                  1997
                                 ---------------       ---------------       ---------------       ---------------

<S>                              <C>                   <C>                   <C>                   <C>          
REVENUE                          $           -         $           -         $           -         $           -

EXPENSES                                     -                     -                     -                     -

LOSS ON DISCONTINUED
 OPERATIONS                               (2,363)                  -                 (43,778)             (192,930)
                                 ---------------       ---------------       ---------------       ---------------
NET LOSS                         $        (2,363)      $           -         $       (43,778)      $      (192,930)
                                 ===============       ===============       ===============       ===============
LOSS PER COMMON
 SHARE                           $         (0.00)      $         (0.00)      $         (0.00)
                                 ===============       ===============       ===============     
WEIGHTED AVERAGE
 NUMBER OF SHARES
 OUTSTANDING                          59,041,509            59,041,509            59,041,509
                                 ===============       ===============       ===============      
</TABLE>

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

                                      F-4

<PAGE>
<TABLE>
<CAPTION>

                                             COFITRAS ENTERTAINMENT, INC.
                                             (A Development Stage Company)
                                     Statements of Stockholders' Equity (Deficit)
                              From Inception on April 12, 1989 through December 31, 1997


                                                                                                                   Deficit
                                                                                                                 Accumulated
                                                                                             Capital in          During the
                                                                             Common            Excess of         Development
                                                         Shares              Stock             Par Value            Stage
                                                     -------------     ---------------    ----------------    ----------------
<S>                                                  <C>              <C>                <C>                 <C> 
Balance at inception on
   April 12, 1989                                        1,805,200     $         1,805    $         21,418    $            -

Net loss for the period ended
   December 31, 1989                                           -                   -                   -                (9,218)
                                                     -------------     ---------------    ----------------    ----------------
Balance, December 31, 1989                               1,805,200               1,805              21,418              (9,218)

Common stock issued for patent
   rights at $0.00 per share on
   March 26, 1990                                       10,903,990              10,904              (9,904)                -

Common stock issued for cash
   at $0.003 per share on
   April 25, 1990                                        1,848,874               1,849              24,651                 -

Common stock issued for cash
   at $0.10 per share on
   December 4, 1990                                         10,000                  10               4,990                 -

Net loss for the year ended
   December 31, 1990                                           -                   -                   -               (41,969)
                                                     -------------     ---------------    ----------------    ----------------
Balance, December 31, 1990                              14,568,064              14,568              41,155             (51,187)

Common stock issued for services
   rendered at $0.015 per share
   during 1991                                             100,000                 100               1,400                 -

Net loss for the year ended
   December 31, 1991                                           -                   -                   -                (9,977)
                                                     -------------     ---------------    ----------------    ----------------
Balance, December 31, 1991                              14,668,064     $        14,668    $         42,555    $        (61,164)
                                                     -------------     ---------------    ----------------    ----------------
</TABLE>

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

                                      F-5

<PAGE>
<TABLE>
<CAPTION>



                                                  COFITRAS ENTERTAINMENT, INC.
                                                 (A Development Stage Company)
                                    Statements of Stockholders' Equity (Deficit) (Continued)
                                   From Inception on April 12, 1989 through December 31, 1997

                                                                                                                    Deficit
                                                                                                                  Accumulated
                                                                                              Capital in           During the
                                                                             Common            Excess of          Development
                                                          Shares              Stock            Par Value             Stage
                                                     -------------     ---------------    ----------------    ----------------  
<S>                                                     <C>            <C>                <C>                 <C>              
Balance, December 31, 1991                              14,668,064     $        14,668    $         42,555    $        (61,164)

Common stock issued for cash and
   assets contributed by shareholders
   during 1992 at approximately $0.001
   per share                                            40,000,000              40,000              (3,971)                -

Net loss for the year ended
   December 31, 1992                                           -                   -                   -                (6,370)
                                                     -------------     ---------------    ----------------    ----------------  
Balance, December 31, 1992                              54,668,064              54,668              38,584             (67,534)

Additional capital contributed                                 -                   -                46,710                 -

Net loss for the year ended
   December 31, 1993                                           -                   -                   -               (79,255)
                                                     -------------     ---------------    ----------------    ----------------  
Balance, December 31, 1993                              54,668,064              54,668              85,294            (146,789)

Net loss for the year ended
   December 31, 1994                                           -                   -                   -                   -
                                                     -------------     ---------------    ----------------    ----------------  
Balance, December 31, 1994                              54,668,064              54,668              85,294            (146,789)

Additional capital contributed                                 -                   -                35,778                 -

Common stock issued for services
 valued at $0.002 per share                              4,373,445               4,373               3,127                 -

Net loss for the year ended
   December 31, 1995                                           -                   -                   -               (43,778)
                                                     -------------     ---------------    ----------------    ----------------  
Balance, December 31, 1995                              59,041,509              59,041             124,199            (190,567)

Net loss for the year ended
   December 31, 1996                                           -                   -                   -                   -
                                                     -------------     ---------------    ----------------    ----------------  
Balance, December 31, 1996                              59,041,509              59,041             124,199            (190,567)

Net loss for the year ended
   December 31, 1997                                           -                   -                   -                (2,363)
                                                     -------------     ---------------    ----------------    ----------------  
Balance, December 31, 1997                              59,041,509     $        59,041    $        124,199    $       (192,930)
                                                     =============     ===============    ================    ================  
</TABLE>

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

                                      F-6

<PAGE>
<TABLE>
<CAPTION>



                                               COFITRAS ENTERTAINMENT, INC.
                                               (A Development Stage Company)
                                                 Statements of Cash Flows
                                                                                                                   From
                                                                                                               Inception on
                                                                                                                  April 12,
                                                                                                                1989 Through
                                                         For the Years Ended December 31,                       December 31,
                                                         1997              1996                1995                 1997
                                                   -------------      -----------         -------------       ---------------
CASH FLOWS FROM OPERATING
 ACTIVITIES:
<S>                                                <C>                <C>                 <C>                 <C>             
   Income (loss) from operations                   $      (2,363)     $       -           $     (43,778)      $      (192,930)
   Adjustments to reconcile net income
    to net cash provided by operating
    activities:
     Amortization                                            -                -                     -                   1,183
     Common stock issued for services                        -                -                   7,500                 9,000
   Changes in operating assets and liabilities:
     Decrease (increase) in other assets                     -                -                     -                  11,029
     Increase (decrease) in shareholder
      payable                                                -                -                     -                  (3,003)
     Increase (decrease) in accounts
      payable                                              2,363              -                     500                12,193
                                                   -------------      -----------         -------------       ---------------
       Net Cash Used by Operating
        Activities                                           -                -                 (35,778)             (162,528)
                                                   -------------      -----------         -------------       ---------------
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                         -                -                     -                  56,500
   Additional capital contributed                            -                -                  35,778                82,488
                                                   -------------      -----------         -------------       ---------------
       Net Cash Provided by Financing
        Activities                                           -                -                  35,778               138,988
                                                   -------------      -----------         -------------       ---------------
INCREASE (DECREASE) IN CASH
 AND CASH EQUIVALENTS                                        -                -                     -                     -

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                                         -                -                     -                     -
                                                   -------------      -----------         -------------       ---------------
CASH AND CASH EQUIVALENTS AT
 END OF PERIOD                                     $         -        $       -           $         -         $           -
                                                   =============      ===========         =============       ===============
</TABLE>

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


                                      F-7

<PAGE>
<TABLE>
<CAPTION>



                                               COFITRAS ENTERTAINMENT, INC.
                                               (A Development Stage Company)
                                                 Statements of Cash Flows
                                                                                                              From
                                                                                                          Inception on
                                                                                                           April 12,
                                                                                                          1989 Through
                                                       For the Years Ended December 31,                   December 31,
                                                  1997               1996               1995                  1997
                                            ------------        -------------       ------------        --------------
Cash Paid For:

<S>                                         <C>                 <C>                 <C>                 <C>         
   Interest                                 $         -         $         -         $        -          $          -
   Income taxes                             $         -         $         -         $        -          $          -

Non-Cash Financing Activities:

   Issuance of common stock for
    contract costs                          $         -         $         -         $        -          $        11,029
   Issuance of common stock for
    patent rights                           $         -         $         -         $        -          $         1,000
   Issuance of common stock for
    services                                $         -         $         -         $        -          $         9,000

</TABLE>

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


                                      F-8

<PAGE>

                          COFITRAS ENTERTAINMENT, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                        December 31, 1997, 1996 and 1995


NOTE 1 -      SIGNIFICANT ACCOUNTING POLICIES

              Organization

              The  Company  was  incorporated  on April 12, 1989 in the State of
              Nevada.   This  corporation  is  considered  a  development  stage
              enterprise  whose  principal  business  activity  will  be to seek
              potential   business   ventures   and  assets  which  may  warrant
              involvement or purchase by the Company.

              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 Company is pursuing new business  opportunities through merger
              or purchase of existing, operating companies.

              a.  Accounting Method

              The Company's financial  statements are prepared using the accrual
              method of  accounting.  The Company has  selected a calendar  year
              end.

              b.  Cash Equivalents

              The  Company  considers  all  highly  liquid  investments  with  a
              maturity  of  three  months  or  less  when  purchased  to be cash
              equivalents.

              c.  Income Taxes

              No provision for income taxes has been accrued because the Company
              has  incurred  losses  from  inception.  The Company has elected a
              December 31 year end and has a net  operating  loss  carryover  of
              approximately  $192,000 for both books and taxes, which expires in
              2012.

              d.  Loss per Share

              The  computation of loss per share of common stock is based on the
              weighted average number of shares outstanding during the period of
              the financial statements.

              e.  Reverse Stock Split

              In November 1992,  the Company  reverse split its shares of common
              stock on a 1-for-5 basis. All references to shares outstanding and
              earnings per share have been adjusted to reflect the effect of the
              reverse split on a retroactive basis.

                                      F-9
   
<PAGE>

                          COFITRAS ENTERTAINMENT, INC.
                          (A Development Stage Company)
                       Notes to the Financial Statements
                        December 31, 1997, 1996 and 1995


NOTE 1 -      SIGNIFICANT ACCOUNTING POLICES (Continued)

              f.  Dividends

              The Company has not at the present time, paid any dividends to the
              shareholders  of its common  stock and any  dividends  that may be
              paid in the future will depend upon the financial  requirements of
              the Company and other relevant factors.

              g.  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.

NOTE 2 -      GOING CONCERN

              The accompanying  financial statement shave been prepared assuming
              the Company will continue as a going concern. The Company has been
              in the  development  stage since its inception and does not have a
              significant operating history. In order to carry out its operating
              plans,  the Company  will need to obtain  additional  funding from
              outside   sources.   The   Company  is   pursuing   new   business
              opportunities  through  merger or purchase of existing,  operating
              companies.  Due to the extremely  limited  assets and resources of
              the Company,  no  assurance  can be given that the Company will be
              successful in its pursuit of new business opportunities.

NOTE 3 -      RELATED PARTY TRANSACTIONS

              During  1993,  a  shareholder  of the  Company  paid  $46,710  for
              expenses  incurred by the Company.  The full amount was treated as
              additional  paid-in  capital at December 31, 1993.  During 1995, a
              shareholder  of the Company paid $35,778 for expenses  incurred by
              the  Company.  The full amount was treated as  additional  paid-in
              capital at December 31, 1995.

                                      F-10