AMENDMENT NO. 1
                                  FORM 10-KSB/A

                       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>

                         BASIS AND REASON FOR AMENDMENT

         Management  discloses that it is filing this 10-KSB,  amended,  for the
period ending December 31, 1998, because the previous narrative  description and
accounting  information  may not have  sufficiently  described  the  receipt and
distribution of the $30,000 capital  investment made by the new management group
or current liabilities based upon subsequent events.

         Management   has  made,  due  to  subsequent   events,   certain  minor
adjustments to the Financial Statements primarily indicating:

            (i)   that  $27,137.00  of the  $30,000 of new capital was paid as a
                  termination to the prior CEO;

            (ii)  that $2,863 of such $30,000 has been paid towards  other debts
                  and  obligations of the Company.  As of December 31, 1998, the
                  Company had total current liabilities of $8,466 instead of the
                  $1,639   previously   reported.   Other  than  the   foregoing
                  accounting matters, the Company knows of no other amendment or
                  changes from the previously filed 10-KSB.


                                     - i -

<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...............................................6
Item 3.  Legal Proceedings.....................................................6
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.................................................7
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.

         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.


                                      - 3 -

<PAGE>

         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 paid in substantial part to Ms.
Green) 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.

         The net capital gained by the  corporation  from this  transaction is a
commitment  payable by Mr. Dennis Madsen to Cofitras to pay for up to $30,000 of
corporate   expenses  as  needed.   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 committed 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.


                                      - 4 -

<PAGE>

                               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..

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.


                                      - 5 -

<PAGE>

                                     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 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.

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  commitment  from its
Secretary/Treasurer  to  contribute  up to an  additional  $30,000 in capital as
necessary.  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



                                      - 6 -

<PAGE>

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  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.


                                      - 7 -

<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.


                                      - 8 -

<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/Treasurer &        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.

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.


                                      - 9 -

<PAGE>

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  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.


                                     - 10 -

<PAGE>

Name and Address                       Shares Beneficially  Percentage of Shares
of Beneficial Owner1                   Owned                Beneficially Owned2

Damon Madsen (Director/President)      2,666,667                    30%

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

Dennis Madsen (Director/Secretary/Tr   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.


                               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.


                                     - 11 -

<PAGE>

(Registrant)



/s/                                                       June 30, 1999
-------------------------------                           -------------
Damon Madsen                                                   Date
President/Director



/s/                                                       June 30, 1999
-------------------------------                           -------------
Gregory Stringham                                              Date
Vice-President/Director



/s/                                                       June 30, 1999
-------------------------------                           -------------
Dennis Madsen                                                  Date
Secretary/Treasurer/Director
Chief Financial Officer


                                     - 12 -

<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  Previously filed as an Exhibit to December,  1998
                  10-KSB.

D                 Closing  Statement  of March 5, 1999  pertaining  to  Majority
                  Share   Acquisition  -  Previously  filed  as  an  Exhibit  to
                  December, 1998 10-KSB.

E                 Notice to Shareholders  related to Majority Share  Acquisition
                  and Reverse Split of Stock - Previously filed as an Exhibit to
                  December, 1998 10-KSB.

F                 Consent of Independent Auditors

G                 Financial Data Schedule

H                 Financial Statements



                            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...............................................


                                     - 13 -

<PAGE>


                          COFITRAS ENTERTAINMENT, INC.
                        (A Development Stage Enterprise)







               REPORTS 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 Hansen Barnett & Maxwell, Independent Certified
Public 1ccountants                                                            1

Report of Jones, Jensen & Company, Independent Auditors                       2

Financial Statements:

         Balance Sheet - December 31, 1998                                    3

         Statements  of  Operations  for the Years  Ended
         December   31,   1998   and  1997  and  for  the
         Cumulative Period from April 12, 1989 (Inception
         of Development Stage) through4December 31, 1998                      4

         Statements  of  Stockholders'   Equity  for  the
         Cumulative Period from April 12, 1989 (Inception
         of Development  Stage) through December 31, 1996
         and for the years  ended  December  31, 1995 and
         1998                                                                 5

         Statements  of Cash  Flows for the  Years  Ended
         December   31,   1998   and  1997  and  for  the
         Cumulative Period from April 12, 1989 (Incept6on
         of Development Stage) through December 31, 1998                      6

Notes to 7inancial Statements                                                 7

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



<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 and the  cumulative  period  from  April 12,  1989  (date of
inception)  through  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.  The  financial
statements of Cofitras  Entertainment,  Inc. from inception through December 31,
1997, were audited by other auditors whose report, dated June 18, 1998, on those
statements  included  an  explanatory  paragraph  referring  to the  uncertainty
whether the Company would be able to continue as a going  concern.  Our opinion,
in so far as it relates to the cumulative  amounts for the period from inception
through December 31, 1997, is based solely on the report of the other auditors.

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 and the  report of the other  auditors,  provides  a
reasonable basis for our opinion.

In our  opinion,  based on our audit and the report of the other  auditors,  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 then ended and
for the  cumulative  period  from  April 12,  1989 (date of  inception)  through
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
June 18, 1999


                                      -1-

<PAGE>

                                  Jones, Jensen
                                    & Company

                  Certified Public Accountants and Consultants

                          INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying statements of operations,  stockholders' equity
(deficit) and cash flows of Cofitras  Entertainment,  Inc. (a development  stage
company) for the year ended  December  31, 1997 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 or opinion, the financial statements referred to above present fairly, in all
material  respects,  the  result  of  operations  and  cash  flows  of  Cofitras
Entertainment,  Inc. for the year ended December 31, 1997, 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 1 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 1. 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


                                      -2-

<PAGE>

                          COFITRAS ENTERTAINMENT, INC.
                        (A Development Stage Enterprises)
                                  BALANCE SHEET
                                December 31, 1998


                                     ASSETS

Total Assets                                                    $    --
                                                                =========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT


Current Liabilities
     Accounts payable                                           $   8,466
                                                                ---------
         Total Current Liabilities                                  8,466
                                                                ---------
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            (221,706)
                                                                ---------

         Total Stockholders' Deficit                               (8,466)

Total Liabilities and Stockholders' Deficit                     $    --
                                                                =========


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


                                       -3-

<PAGE>

<TABLE>
                          COFITRAS ENTERTAINMENT, INC.
                        (A Development Stage Enterprise)
                            STATEMENTS OF OPERATIONS
<CAPTION>

                                                                        Cumulative From
                                                                         April 12, 1989
                                                 For the Years           (Beginning of
                                              Ended December 31,       Development Stage)
                                        ----------------------------        through
                                            1998             1997      December 31, 1998
                                        -----------      -----------      -----------
<S>                                     <C>              <C>              <C>
General and Administrative Expenses     $    28,776      $     2,363      $   221,706
                                        -----------      -----------      -----------

Net Loss                                    (28,776)     $    (2,363)     $  (221,706)
                                        ===========      ===========      ===========

Basic and Diluted Loss Per Share        $     (0.02)     $     (0.00)     $     (0.31)
                                        ===========      ===========      ===========

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.


                                      -4-

<PAGE>

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

                                                                                           Deficit
                                                                                         Accumulated
                                                    Common Stock           Additional    During the          Total
                                             -------------------------      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 19, $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                     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                     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                               --             --             --          (28,776)        (28,776)
                                             ----------     ----------     ----------     ----------      ----------

Balance - December 31, 1998                   8,984,025     $    8,984     $  204,256     $ (221,706)     $   (8,466)
                                             ==========     ==========     ==========     ==========      ==========
</TABLE>


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


                                      - 5 -

<PAGE>

<TABLE>
                          COFITRAS ENTERTAINMENT, INC.
                        (A Development Stage Enterprise)
                            STATEMENTS OF CASH FLOWS
<CAPTION>


                                                                                 Cumulative From
                                                                                  April 12, 1989
                                                         For the Years Ended      (Beginning of
                                                             December 31,       Development Stage)
                                                      ------------------------       through
                                                         1998           1997    December 31, 1998
                                                      ---------      ---------      ---------
<S>                                                   <C>            <C>            <C>
Cash Flows From Operating Activities
    Net loss                                          $ (28,776)     $  (2,363)     $(221,706)
    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                                 (1,224)         2,363         10,969
                                                      ---------      ---------      ---------

        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.


                                      -6-

<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 Estamates -- 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 $221,706.  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  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 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.  The adoption of SFAS 128 had no effect on basic
or diluted loss per common share.

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 a  controlling
interest  in  the  Company.  Additionally,  these  officers  have  committed  to
contribute  up to $30,000  to the  Company as  additional  capital  for which no
additional  shares  will be issued.  Through  April 13,  1999,  an  officer  had
contributed $2,350 to the Company.



                                      -7-

<PAGE>

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


The  Company  used the $30,000  received  from the  issuance of common  stock to
reduce  accounts  payable  by $2,863 and  $27,137  was paid to an officer of the
Company at the time of her  termination  as the  President of the  Company.  The
payment has been accounted for as compensation expense.

NOTE 3--INCOME TAXES

The Company has paid no federal or state  income  taxes for any period.  The tax
effect of the temporary  difference  that gave rise to the deferred tax asset at
December 31,1998, is as follows:

         Operating loss carry forward               $  82,696
         Valuation allowance                          (82,696)
                                                    ---------

         Total Deferred Tax Assets                  $    --
                                                    =========

In 1998 and  1997,  the  valuation  allowance  increased  by  $10,733  and $881,
respectively.  As of December 31, 1998, the Company had net operating loss carry
forwards for federal income tax reporting purposes of $221,706 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 income tax computed using the federal
statutory rate to the provision for income taxes:

                                                        1998          1997
                                                    ---------     ---------
         Tax at federal statutory rate (34%)        $  (9,784)    $  (803)
         State benefit, net of federal benefit           (950)        (78)
         Change in valuation allowance                 10,733         881
                                                    ---------     ---------

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


                                      -8-