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

                                   FORM 10-KSB

(Mark One)
     [X] Annual report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended December 31, 1998

     [ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 (No fee required) for the transition period from           to

     Commission file number: 33-24108D

                            Jutland Enterprises, Inc.
                 (Name of Small Business Issuer in Its Charter)


            Delaware                                    87-045382
 (State or Other Jurisdiction of
  Incorporation or Organization)          (I.R.S. Employer Identification No.)


        268 West 400 South, Suite 300, Salt Lake City, Utah       84101
              (Address of Principal Executive Offices)          Zip Code)

                                 (801) 575-8073
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:

       Title of Each Class            Name of each Exchange on Which Registered
  Common Stock ($.001Par Value)                          None

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure  will 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-KSB or any
amendment to this Form 10-KSB [X ].

The issuer's total  consolidated  revenues for the year ended December 31, 1998,
were $ 0.

The aggregate  market value of the  registrant's  Common Stock,  $.001 par value
(the only  class of voting  stock),  held by  non-affiliates  was  approximately
$1,647.72 based on the average closing bid and asked prices for the Common Stock
on December 31, 1998.

At December  31,  1998,  the number of shares  outstanding  of the  registrant's
Common Stock, $.001 par value (the only class of voting stock), was 3,893,943.





<PAGE>

                               TABLE OF CONTENTS

                                                                            PAGE
                                     PART I


Item 1.  Description of Business...............................................1

Item 2.  Description of Property...............................................5

Item 3.  Legal Proceedings.....................................................6

Item 4.  Submission of Matters to a Vote of Security-Holders...................6


                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters..............6

Item 6.  Management's Discussion and Analysis or Plan of Operation.............7

Item 7.  Financial Statements..................................................8

Item 8.  Changes in and Disagreements With Accountants
         on Accounting and Financial Disclosure................................9

                                    PART III

Item 9.  Directors and Executive Officer.......................................9

Item 10. Executive Compensation................................................9

Item 11. Security Ownership of Certain Beneficial Owners and Management.......10

Item 12. Certain Relationships and Related Transactions.......................10

Item 13. Exhibits, List and Reports on Form 8-K...............................11




<PAGE>

                                     PART I

This Report contains certain  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered by
the  safe  harbors   created   thereby.   Investors  are   cautioned   that  all
forward-looking  statements  involve risks and  uncertainty,  including  without
limitation,  the  ability of the  Company to continue  its  expansion  strategy,
changes in costs of raw  materials,  labor,  and employee  benefits,  as well as
general  market  conditions,  competition  and  pricing.  Although  the  Company
believes  that  the  assumptions   underlying  the  forward-looking   statements
contained herein are reasonable, any of the assumptions could be inaccurate, and
therefore,  there  can  be no  assurance  that  the  forward-looking  statements
included  in this  Annual  Report  will  prove to be  accurate.  In light of the
significant  uncertainties inherent in the forward-looking  statements including
herein,  the  inclusion  of  such  information  should  not be  regarded  as are
presentation by the Company or any other person that the objectives and plans of
the Company will be achieved.

ITEM 1.  DESCRIPTION OF BUSINESS

As used  herein  the term  "Company"  refers to  Jutland  Enterprises,  Inc.,  a
Delaware  corporation and its subsidiaries and predecessors,  unless the context
indicates otherwise. The Company was incorporated under the laws of the State of
Delaware on January 11, 1988. The Company's  former name was Treat  Enterprises,
Inc. The Company has had no operations  since September 30, 1993. The Company is
currently a shell company whose purpose will be to acquire operations through an
acquisition or merger.

On March 22, 1999, Hudson Consulting Group, Inc.  ("Hudson")  entered in a Stock
Purchase Agreement ("Agreement") with Andrew Thorburn. Pursuant to the Agreement
Hudson  purchased  2,246,224 shares of the Company common stock for $10,000 cash
on March 24, 1999. Consequently, Hudson has a majority interest in the Company's
shares of common stock. By virtue of Hudson's purchase of 57.7% of the Company's
shares of common stock, Hudson has effective control of the Company.

On April 7,  1999,  Hudson  filled  the  vacancies  on the board of the  Company
pursuant to  Delaware  General  Corporation  Law under  ss.ss.268(a)  and 141(k)
appointing  Richard Surber as a director and president and Saundra McFadden as a
director  and  secretary  of  Company.  Prior to April 7, 1999,  the Company was
unable to transact any business  because no known  officer or director  retained
their  position  with the  Company.  Both Mr.  Surber and Ms.  McFadden are also
officers and director of Hudson.

The Company  ceased  operations in 1993 and has  essentially  been dormant since
that time. The Company's management, directors, and officers had either resigned
or abandoned their position.  Furthermore,  the Company's  corporate charter had
been  revoked and the  Company  apparently  has not filed any  reports  with the
Securities and Exchange Commission since the third quarter of 1993.

The  Company  has since  filed  the  necessary  documents  to  reinstating  it's
corporate charter.  Hudson intends to assist the Company in settling it's debts,
assisting the Company in filing and bringing the necessary  disclosure documents
current  with the  Securities  and  Exchange  Commission,  and finding  suitable
operations for the Company through a merger or acquisition.

Since the Company  discontinued its operations it has been dormant.  The Company
is now in process of  attempting  to identify  and acquire a favorable  business
opportunity.  The  Company  has  reviewed  and  evaluated  a number of  business
ventures for possible  acquisition or participation by the Company.  The Company
has  not  entered  into  any  agreement,  nor  does it have  any  commitment  or
understanding to enter into or become engaged in a transaction as of the date of
this filing. The Company continues to investigate, review, and evaluate business
opportunities  as they  become  available  and will  seek to  acquire  or become
engaged  in  business  opportunities  at  such  time as  specific  opportunities
warrant.

                                        1

<PAGE>

To a large extent, a decision to participate in a specific business  opportunity
may be made upon management's analysis regarding the quality of the other firm's
management  and  personnel,  the  asset  base of such  firm or  enterprise,  the
anticipated  acceptability of new products or marketing  concepts,  the merit of
the firms business plan, and numerous other factors which are difficult,  if not
impossible, to analyze through the application of any objective criteria.

The Company  currently has no  commitment or  arrangement  to  participate  in a
business  and  cannot now  predict  what type of  business  it may enter into or
acquire.  It is emphasized  that the business  objectives  discussed  herein are
extremely  general and are not intended to be  restrictive  on the discretion of
the Company's management.

There  are no plans or  arrangements  proposed  or under  consideration  for the
issuance  or  sale  of  additional  securities  by  the  Company  prior  to  the
identification  of an  acquisition  candidate,  except as needed to pay  various
professionals who are assisting the Company in locating a business  opportunity.
Consequently,  management anticipates that it may be able to participate in only
one potential business venture,  due primarily to the Company's limited capital.
This lack of diversification should be considered a substantial risk, because it
will not permit the Company to offset  potential losses from one venture against
gains from another.

Selection of a Business

The  Company  anticipates  that  businesses  for  possible  acquisition  will be
referred by various sources, including its officers and directors,  professional
advisors,  securities  broker-dealers,   venture  capitalists,  members  of  the
financial  community,  and others who may  present  unsolicited  proposals.  The
Company  will not  engage  in any  general  solicitation  or  advertising  for a
business  opportunity,  and will rely on personal  contacts of its  officers and
directors and their affiliates,  as well as indirect  associations  between them
and other business and professional  people. By relying on "word of mouth",  the
Company may be limited in the number of potential  acquisitions it can identify.
While it is not presently  anticipated that the Company will engage unaffiliated
professional  firms  specializing in business  acquisitions or  reorganizations,
such firms may be retained if  management  deems it in the best  interest of the
Company.

Compensation  to a finder or business  acquisition  firm may take various forms,
including one-time cash payments,  payments based on a percentage of revenues or
product sales volume, payments involving issuance of securities (including those
of the Company), or any combination of these or other compensation arrangements.
Consequently,  the Company is currently  unable to predict the cost of utilizing
such services.

Pursuant to the Financial  Consulting  Agreement  between the Company and Hudson
Consulting Group, Inc. Hudson may be entitled to 10% of the Company's issued and
outstanding  shares after  reorganization in addition to an undetermined cash to
cover costs,  expenses and fees. Hudson is a majority shareholder of the Company
whose officers and directors are the same as the Company's.

The Company will not restrict its search to any particular  business,  industry,
or  geographical  location,  and  management  reserves the right to evaluate and
enter into any type of business in any location.  The Company may participate in
a newly organized business venture or a more established  company entering a new
phase of growth or in need of additional  capital to overcome existing financial
problems. Participation in a new business venture entails greater risks since in
many  instances  management  of such a venture will not have proved its ability,
the eventual  market of such  venture's  product or services  will likely not be
established, and the profitability of the venture will be unproved and cannot be
predicted  accurately.  If the Company  participates in a more  established firm
with  existing  financial  problems,  it may be  subjected  to risk  because the
financial  resources  of the Company may not be adequate to eliminate or reverse
the circumstances leading to such financial problems.



                                        2

<PAGE>

In seeking a business venture, the decision of management will not be controlled
by an attempt to take  advantage of any  anticipated  or  perceived  appeal of a
specific industry,  management group, product, or industry, but will be based on
the business  objective of seeking  long-term  capital  appreciation in the real
value of the Company.

The analysis of new businesses will be undertaken by or under the supervision of
the officers and directors. In analyzing prospective businesses, management will
consider,  to the extent applicable,  the available  technical,  financial,  and
managerial  resources;  working capital and other prospects for the future;  the
nature of present  and  expected  competition;  the quality  and  experience  of
management services which may be available and the depth of that management; the
potential for further research,  development, or exploration;  the potential for
growth and expansion; the potential for profit; the perceived public recognition
or  acceptance  of  products,   services,   or  trade  or  service  marks;  name
identification;  and other relevant factors.  It is anticipated that the results
of  operations  of a specific  firm may not  necessarily  be  indicative  of the
potential  for the future  because of the  requirement  to  substantially  shift
marketing approaches,  expand significantly,  change product emphasis, change or
substantially augment management, and other factors.

The Company will analyze all available factors and make a determination based on
a composite of  available  facts,  without  reliance on any single  factor.  The
period  within  which  the  Company  may  participate  in a  business  cannot be
predicted  and will  depend  on  circumstances  beyond  the  Company's  control,
including the  availability of businesses,  the time required for the Company to
complete its  investigation  and analysis of  prospective  businesses,  the time
required to prepare  appropriate  documents  and  agreements  providing  for the
Company's participation, and other circumstances.

Acquisition of a Business

In implementing a structure for a particular business  acquisition,  the Company
may  become a party to a merger,  consolidation,  or other  reorganization  with
another  corporation  or entity;  joint venture;  license;  purchase and sale of
assets;  or purchase and sale of stock,  the exact nature of which cannot now be
predicted. Notwithstanding the above, the Company does not intend to participate
in a  business  through  the  purchase  of  minority  stock  positions.  On  the
consummation  of a  transaction,  it is likely that the present  management  and
shareholders of the Company will not be in control of the Company.  In addition,
a majority or all of the  Company's  directors  may, as part of the terms of the
acquisition transaction,  resign and be replaced by new directors without a vote
of the Company's shareholders.

In  connection  with  the  Company's  acquisition  of a  business,  the  present
shareholders  of the  Company,  including  officers  and  directors,  may,  as a
negotiated  element of the  acquisition,  sell a portion or all of the Company's
Common  Stock  held  by  them  at a  significant  premium  over  their  original
investment in the Company.  As a result of such sales,  affiliates of the entity
participating  in the business  reorganization  with the Company would acquire a
higher  percentage  of equity  ownership in the Company.  Although the Company's
present  shareholders  did not acquire  their shares of Common Stock with a view
towards any subsequent sale in connection with a business reorganization,  it is
not unusual for affiliates of the entity  participating in the reorganization to
negotiate to purchase shares held by the present shareholders in order to reduce
the amount of shares held by persons no longer  affiliated  with the Company and
thereby  reduce  the  potential  adverse  impact  on the  public  market  in the
Company's common stock that could result from  substantial  sales of such shares
after the business reorganization. Public investors will not receive any portion
of the premium that may be paid in the foregoing circumstances. Furthermore, the
Company's  shareholders may not be afforded an opportunity to approve or consent
to any particular stock buy-out transaction.

In the event sales of shares by present  shareholders of the Company,  including
officers and  directors,  is a  negotiated  element of a future  acquisition,  a
conflict of interest may arise because  directors  will be  negotiating  for the
acquisition  on behalf of the Company and for sale of their shares for their own
respective accounts.

                                        3

<PAGE>

Where a business  opportunity is well suited for acquisition by the Company, but
affiliates of the business  opportunity  impose a condition that management sell
their  shares  at a price  which is  unacceptable  to them,  management  may not
sacrifice their financial  interest for the Company to complete the transaction.
Where  the  business  opportunity  is not well  suited,  but the  price  offered
management for their shares management will be tempted to effect the acquisition
to realize a substantial gain on their shares in the Company. Management has not
adopted any policy for resolving the foregoing potential conflicts,  should they
arise,  and does not  intend to obtain an  independent  appraisal  to  determine
whether  any price that may be offered  for their  shares is fair.  Stockholders
must rely,  instead,  on the  obligation  of management to fulfill its fiduciary
duty  under  state  law to act in the  best  interests  of the  Company  and its
stockholders.

It is anticipated that any securities issued in any such reorganization would be
issued in reliance on exemptions from registration  under applicable federal and
state securities laws. In some  circumstances,  however, as a negotiated element
of the transaction,  the Company may agree to register such securities either at
the time  the  transaction  is  consummated,  under  certain  conditions,  or at
specified times thereafter.  Although the terms of such registration  rights and
the number of securities,  if any, which may be registered  cannot be predicted,
it may be  expected  that  registration  of  securities  by the Company in these
circumstances would entail substantial expense to the Company.

The issuance of substantial  additional securities and their potential sale into
any trading  market  which may develop in the  Company's  securities  may have a
depressive effect on such market.

While the actual  terms of a  transaction  to which the  Company  may be a party
cannot  be  predicted,  it may be  expected  that the  parties  to the  business
transaction  will find it desirable to structure the  acquisition as a so-called
"tax-free"  event under  sections 351 or 368(a) of the Internal  Revenue Code of
1986, (the "Code").  In order to obtain tax-free  treatment under section 351 of
the Code, it would be necessary  for the owners of the acquired  business to own
80% or more of the voting  stock of the  surviving  entity.  In such event,  the
shareholders  of the  Company  would  retain  less  than 20% of the  issued  and
outstanding  shares  of the  surviving  entity.  Section  368(a)(1)  of the Code
provides for tax- free  treatment of certain  business  reorganizations  between
corporate  entities  where  one  corporation  is  merged  with or  acquires  the
securities or assets of another corporation.  Generally, the Company will be the
acquiring corporation in such a business reorganization, and the tax-free status
of the transaction will not depend on the issuance of any specific amount of the
Company's voting securities.  It is not uncommon,  however, that as a negotiated
element of a  transaction  completed in reliance on section  368, the  acquiring
corporation  issue  securities  in such an amount that the  shareholders  of the
acquired  corporation will hold 50% or more of the voting stock of the surviving
entity.  Consequently,  there is a substantial possibility that the shareholders
of the Company  immediately  prior to the transaction would retain less than 50%
of the  issued  and  outstanding  shares  of the  surviving  entity.  Therefore,
regardless of the form of the business  acquisition,  it may be anticipated that
stockholders  immediately prior to the transaction will experience a significant
reduction in their percentage of ownership in the Company.

Notwithstanding the fact that the Company is technically the acquiring entity in
the foregoing  circumstances,  generally  accepted  accounting  principles  will
ordinarily  require that such transaction be accounted for as if the Company had
been acquired by the other entity owning the business and,  therefore,  will not
permit a write-up in the carrying value of the assets of the other company.

The manner in which the Company  participates  in a business  will depend on the
nature of the  business,  the  respective  needs and  desires of the Company and
other  parties,  the  management of the business,  and the relative  negotiating
strength of the Company and such other management.

The  Company  will  participate  in a business  only after the  negotiation  and
execution  of  appropriate  written  agreements.  Although  the  terms  of  such
agreements cannot be predicted,  generally such agreements will require specific
representations  and  warranties  by all of the parties  thereto,  will  specify
certain events of

                                        4

<PAGE>

default,  will  detail the terms of  closing  and the  conditions  which must be
satisfied by each of the parties prior to such closing,  will outline the manner
of bearing costs if the  transaction  is not closed,  will set forth remedies on
default, and will include miscellaneous other terms.

Operation of Business After Acquisition

The  Company's  operation  following  its  acquisition  of a  business  will  be
dependent on the nature of the business and the interest  acquired.  The Company
is unable to predict  whether the Company  will be in control of the business or
whether  present  management  will be in control of the  Company  following  the
acquisition.  It may be expected that the business will present  various  risks,
which cannot be predicted at the present time.

Governmental Regulation

It is  impossible  to predict the  government  regulation,  if any, to which the
Company may be subject until it has acquired an interest in a business.  The use
of assets  and/or  conduct of  businesses  which the Company  may acquire  could
subject it to environmental, public health and safety, land use, trade, or other
governmental regulations and state or local taxation. In selecting a business in
which to acquire an interest,  management  will  endeavor to  ascertain,  to the
extent of the limited  resources of the Company,  the effects of such government
regulation on the prospective business of the Company. In certain circumstances,
however,  such as the  acquisition of an interest in a new or start-up  business
activity,  it may not be  possible to predict  with any degree of  accuracy  the
impact of  government  regulation.  The  inability  to  ascertain  the effect of
government   regulation  on  a  prospective  business  activity  will  make  the
acquisition of an interest in such business a higher risk.

Competition

The  Company  will be  involved  in  intense  competition  with  other  business
entities,  many of which will have a competitive edge over the Company by virtue
of their stronger financial resources and prior experience in business. There is
no  assurance  that  the  Company  will  be  successful  in  obtaining  suitable
investments.

Employees

The Company is a  development  stage  company and  currently  has no  employees.
Executive  officers,  who are not compensated for their time  contributed to the
Company,  will  devote only such time to the affairs of the Company as they deem
appropriate,  which is  estimated  to be  approximately  20 hours  per month per
person.  Management of the Company expects to use  consultants,  attorneys,  and
accountants as necessary, and does not anticipate a need to engage any full-time
employees  so long as it is  seeking  and  evaluating  businesses.  The need for
employees and their availability will be addressed in connection with a decision
whether or not to acquire or participate in a specific business industry.


ITEM 2.  DESCRIPTION OF PROPERTY

The Company  owns no real  property.  The Company  currently  uses the  offices,
office equipment and support staff of Hudson  Consulting Group, Inc. at 268 West
400 South,  Suite 300,  Salt Lake City,  Utah 84101.  The Company  currently  no
written lease agreement.


                                        5

<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

Cynthia M. Maleski,  Insurance  Commissioner of the Commonwealth of Pennsylvania
v.  Jutland  Enterprises,  Inc.  On July 5, 1994  Maleski,  in her  capacity  as
statutory  liquidator  of  Corporate  Life  Insurance  Company,  filed an action
against the Company in the Commonwealth Court of Pennsylvania No. 294 M.D. 1994.
That court  entered a Default  Judgment on December 28, 1994 against the Company
in the  amount  of  $300,000  plus 10%  interest  from  October  8,  1993,  plus
attorney's  fees and  costs.  On May 8, 1995,  a suit was filed in the  Superior
Court of New Jersey, Somerset County, Docket NO. SOM-L-871-95 seeking to enforce
the  Pennsylvania  judgment.  On June 7, 1996  judgment  was  granted by the New
Jersey court in the amount of $398,884.36 plus costs and attorney's fees.


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

     No matter was submitted  during the fiscal year covered by this Report to a
vote of security holders, and therefore, this item is inapplicable.


                                     PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's common stock is quoted on the Electronic  Bulletin Board under the
symbol,  JUTL.  Trading in the common stock in the  over-the-counter  market has
been limited and sporadic and the quotations set forth below are not necessarily
indicative  of  actual  market   conditions.   Further,   these  prices  reflect
inter-dealer prices without retail mark-up,  mark-down,  or commission,  and may
not necessarily reflect actual transactions. The high and low bid prices for the
common stock for each  quarter of the fiscal  years ended  December 31, 1998 and
1997 are as follows:


               Quarter           High               Low
               -------           ----               ---
1997           First             Not Available      Not Available
----
               Second            Not Available      Not Available
               Third             $.001              $.001
               Fourth            $.001              $.001


               Quarter           High               Low
               -------           ----               ---
1998           First             Not Available      Not Available
----
               Second            Not Available      Not Available
               Third             Not Available      Not Available
               Fourth            Not Available      Not Available



                                        6

<PAGE>

               Quarter           High               Low
               -------           ----               ---
1999
----
               First             Not Available      Not Available
               Second            $.53125            $.125
               Second            $.125              $.0625

In November, 1999, the number of holders of record of the Company's common stock
was 291. No cash  dividends  were paid during the fiscal years December 31, 1998
and 1997.



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

During the next 12 months,  the Company intends to locate an operating  business
through an  acquisition  or merger.  The Company will also attempt to settle all
remaining  liabilities at a substantial discount through funds that insiders may
provide.

Results of Operations

The Company  recorded $0 in sales for the fiscal years ending  December 31, 1998
and 1997. The Company has had no operations since 1993.

Losses

Net losses for the year ended December 31, 1998 were $47,496 compared to $43,032
for the year ended December 31, 1997. The losses were  attributable  to interest
expenses accruing on a judgement against the Company.

The Company  expects to continue to incur  losses until such time as it acquires
profitable operations.

Expenses

The Company had $47,335 in interest expense for the year ended December 31, 1998
compared to $43,032 in interest  expenses for the comparable period in 1997. The
Company had no other significant  expenses.  The interest expenses accruing as a
result of non-payment of a debt owed by the Company.

Impact of Inflation

The Company  believes  that  inflation  may have a  negligible  effect on future
operations.  The  Company  believes  that it may be able to offset  inflationary
increases  in the cost of sales by  increasing  sales  and  improving  operating
efficiencies.







                                        7

<PAGE>



Liquidity and Capital Resources

The Company had a net working capital  deficiency of $520,685 as of December 31,
1998, as a result of non payment of a judgment against the Company.  The Company
intends to make an effort to settle the judgement at a substantial discount. The
Company anticipates that insiders will contribute sufficient funds to settle the
debt, if the debt can settled for less than $.10 on the dollar.

However,  there is no guarantee  that the plaintiff in this matter will agree to
settle the debt or that any of the  Company's  insiders will agree to contribute
or loan the Company sufficient funds to settle the debt. For more information on
the judgement, see the Legal Proceedings section in this report.

The Company had no  operations  for the years ended  December 31, 1998 and 1997,
consequently there were no cash flows generated for these periods.

Cash flow generated from investing activities was $0 for the year ended December
31, 1998 and $0 for the year ended December 31, 1997.

Year 2000 Implications

Many current installed computer systems and software may be coded to accept only
two-digit  entries in the date code field and cannot  distinguish  21st  century
dates from 20th century dates. As a result,  many software and computer  systems
may need to be  upgraded or  replaced.  Because  the  Company  currently  has no
operations and no computer  systems,  the Company does not  anticipate  that the
year 2000 will have any significant effect on the Company.  However, the Company
is relying on  consultants  and other  professional  in the  preparation  of its
financials which includes the use of equipment,  software and content, including
non-information technology systems, such as security systems, building equipment
and systems with embedded micro-controllers that may not be Year 2000 compliant.

The Company has taken steps to analyze its  technical  relationships  and ensure
that its third party  consultants and other  professional the Company depends on
are also compliant.  These include but are not limited to its relationship  with
Hudson  Consulting Group,  Inc., its accountants and attorneys.  The Company has
received  verification that Hudson Consulting Group, Inc. is compliant.  Not all
of the Company's third party  distributors  have given adequate  assurances that
they are or are not compliant and therefore may or may not  experience  problems
relating to the Year 2000 issues.

Failure of third-party  equipment,  software or content to operate properly with
regard to the Year 2000 issue could  require the Company to incur  unanticipated
expenses to remedy  problems,  which could have a material adverse effect on its
financial condition.

Year 2000 Contingency Plan

No  contingency  plan is in  place  due to the  fact  that  the  Company  has no
operations which would justify such a plan.


ITEM 7.  FINANCIAL STATEMENTS

The Company's  financial  statements for the fiscal year ended December 31, 1998
are attached hereto as pages F-1 through F-10.



                                        8

<PAGE>

                            JUTLAND ENTERPRISES, INC.
                                TABLE OF CONTENTS
                           DECEMBER 31, 1998 and 1997


INDEPENDENT AUDITORS' REPORT ................................................F-2

FINANCIAL STATEMENTS:

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

Statements of Income and Expenses............................................F-4

Statements of Shareholders' Equity...........................................F-5

Statements of Cash Flows.....................................................F-6

NOTES TO FINANCIAL STATEMENTS................................................F-7



                                       F-1

<PAGE>

Sellers & Associates P.C.                                         (801) 621-8128
-------------------------
3785 Harrison Blvd., Suite 101 - Ogden, Utah 84403            Fax (801) 627-1639



                          Independent Auditors' Report


To:      Board of Directors
         JUTLAND ENTERPRISES, INC.
         Salt Lake City, Utah

We have audited the accompanying balance sheets of JUTLAND ENTERPRISES, INC., as
of  December  31,  1998 and  1997  and the  related  statements  of  operations,
shareholders'  equity  (deficit),  and cash flows for each of the two years then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. 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 in the first  paragraph
above  present  fairly,  in all material  respects,  the  financial  position of
JUTLAND  ENTERPRISES,  INC. as of December 31, 1998 and 1997, and the results of
its operations and cash flows for each of the two years then ended in conformity
with generally accepted accounting principles.

The accompanying  financial  statements have been presented assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 2 to the  financial
statements,  the  Company  disposed  of all its  assets  and has not  transacted
business for several years,  which raises substantial doubt about its ability to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.


 /s/ Sellers & Associates, P.C.

Sellers & Associates, P.C.
October 19, 1999




                                       F-2

<PAGE>

                            JUTLAND ENTERPRISES, INC
                                 Balance Sheets
                     Years Ending December 31, 1998 and 1997


                                     ASSETS
                                                            1998         1997
                                                           ------       ------
Current Assets                                           $    -       $    -
                                                         ----------   ----------

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

                 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Current Liabilities

     Judgement Payable                                   $ 520,685    $ 473,350
                                                         ----------   ----------
     Total Current Liabilities                             520,685      473,350

Long-Term Liabilities                                         -            -
                                                         ----------   ----------

        Total Liabilities                                $ 520,685    $ 473,350
                                                         ----------   ----------
Contingencies                                                 -            -

Shareholder's Equity (Deficit)

     Preferred Stock, $0.001 par value, authorized
       5,000,000 shares, none issued and outstanding.         -            -

     Common Stock, $0.001 par value, authorized
       50,000,000 shares, 3,893,943 issued and
       outstanding as of  December 31, 1998 and 1997.        3,894        3,894
        Additional Paid-In Capital                            -            -
        Retained Earnings (Deficit)                       (524,579)    (477,244)
                                                         ----------   ----------
             Net Shareholders' Equity (Deficit)           (520,685)    (473,350)

Total Liabilities and Shareholders' Equity (Deficit)     $    -       $    -
                                                         ==========   ==========



                        See notes to Financial Statements


                                       F-3

<PAGE>

                            JUTLAND ENTERPRISES, INC.
                        Statements of Income and Expenses
                 For the Years Ended December 31, 1998 and 1997


                                                            1998         1997
                                                           ------       ------
Revenues                                                 $    -       $    -

Interest Expense                                            47,335       43,032
                                                         ----------   ----------

Net Income (Loss) Before Income Taxes                      (47,335)     (43,032)

Provision for Income Taxes

Net Income (Loss)                                        $ (47,335)   $ (43,032)
                                                         ==========   ==========



Earnings (Loss) per Share                                $    (.01)        (.01)
                                                         ==========   ==========

Weighted Average Shares Outstanding During the Period    3,893,943    3,893,943
                                                         ==========   ==========













                       See notes to Financial Statements


                                       F-4

<PAGE>

                            JUTLAND ENTERPRISES, INC.
                       Statements of Shareholders' Equity
                 For the Years Ended December 31, 1998 and 1997

<TABLE>
<S>                              <C>                   <C>                     <C>               <C>           <C>

                                                                                  Additional     Accumulated
                                   Preferred Stock          Common Stock       Paid-In-Capital    (Deficit)      Total
                                 Shares       Amount     Shares      Amount
Balance of December 31,1996         -      $     -     3,893,943    $  3,894     $     -         $ (434,212)   $(430,318)

Net(Loss) for the year ended
   December 31, 1997                                                                                (43,032)     (43,032)

Balance as of December 31, 1997     -            -     3,893,943       3,894           -           (477,244)    (473,350)

Net (Loss) for the year ended
  December 31, 1998                                                                                 (47,335)     (47,335)

Balance as of December 31, 1998     -      $     -     3,893,943    $  3,894     $     -         $ (524,579)   $(520,685)
                                 ========  ==========  =========    ========     ===========     ===========   ==========
</TABLE>













                        See notes to Financial Statements




                                       F-5

<PAGE>

                            JUTLAND ENTERPRISES, INC.
                            Statements of Cash Flows
                        For the Years Ended December 31,


                                                            1998          1997
                                                           ------        ------
CASH FLOWS FROM OPERATING ACTIVITIES

   Net Income (Loss)                                     $ (47,335)    $ 43,032)
                                                         ----------    ---------
   Adjustments to reconcile Net Income to Cash Flows
   from Operating Activities

   Increase  in Judgement Payable                           47,335       43,032
                                                         ----------    ---------

    Total Adjustments                                       47,335       43,032
                                                         ----------    ---------

    Net Cash Provided (Used) by Financing Activities          -            -
                                                         ----------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES

    Net Cash (Used) by Investing Activities                   -            -
                                                         ----------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES

    Net Cash Provided (Used) by Financing Activities          -            -
                                                         ----------    ---------

Increase in Cash and Cash Equivalents                         -            -
Cash at the Beginning of the Year                             -            -
                                                         ----------    ---------
Cash at End of the Year                                  $    -        $   -
                                                         ==========    =========
SUPPLEMENTARY CASH FLOW INFORMATION
    Interest Paid With Cash                              $    -        $   -
                                                         ==========    =========

                        See notes to Financial Statements


                                       F-6

<PAGE>

                            JUTLAND ENTERPRISES, INC.
                          Notes to Financial Statements
                           December 31, 1998 and 1997


NOTE 1 - Summary of Significant Accounting Policies
         ------------------------------------------

Basis of  Presentation
----------------------

Jutland  Enterprises,  Inc.  prepares its books and records on the accrual basis
for financial  reporting.  The accompanying  financial  statements represent the
transactions for the fiscal years ending December 31, 1998 and 1997.

Business Activity
-----------------

The  Company  incorporated  January  11,  1988  under  the laws of the  State of
Delaware,  under the name of JUTLAND ENTERPRISES,  INC. On September 28, 1989 it
amended  its  articles  of   incorporation   and  changed  its  name  to  Treats
Enterprises,  Inc.  On November  19,  1992 its name was changed  back to Jutland
Enterprises, Inc.

The Company is authorized to issue up to 50,000,000  shares of common stock, par
value $0.001 and 5,000,000 shares of preferred stock, par value $.001.

Property and Equipment
----------------------

Property and equipment are valued at cost. The Company presently has no property
and equipment.

Upon the sale or  retirement  of property  and  equipment  the related  cost and
accumulated depreciation are eliminated from the accounts and the resulting gain
or loss is recorded. Repairs and maintenance expenditures that do not extend the
useful lives are included in expense during the period they are incurred.

Use of Accounting 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.













                                       F-7

<PAGE>

                            JUTLAND ENTERPRISES, INC.
                          Notes to Financial Statements
                           December 31, 1998 and 1997


NOTE 1 - Summary of Significant Accounting Policies - continued
         ------------------------------------------------------

Impairment of  Long-Lived Assets
--------------------------------

It is the Company's policy to periodically evaluate the economic recover ability
of all of its  long-lived  assets.  In  accordance  with that  policy,  when the
Company  determines  that an asset has been impaired,  it recognizes the loss on
the basis of the discounted future cash flows expected from the asset.

Fair Value of Financial Instruments
-----------------------------------

The methods  and  assumptions  used to estimate  the fair value of each class of
financial instrument are as follows:

Cash and cash equivalents,  receivables, accounts and judgements payable, due to
shareholder:  The carrying  amounts  approximate fair value because of the short
maturity of these instruments.

Revenue Recognition
-------------------

Revenue is recognized from sales and services when they are performed.

Income Taxes
------------

The Company has adopted the  provisions of  statements  of Financial  Accounting
Standards No. 109,  "Accounting for Income Taxes," which incorporates the use of
the asset and liability  approach of accounting for income taxes.  The asset and
liability approach requires the recognition of deferred tax assets and liability
for the  expected  future  consequences  of  temporary  differences  between the
financial reporting basis and tax basis of assets and liabilities.

The Company has not filed income tax returns for several  years.  With the prior
net operating losses carried forward,  management is of the opinion little or no
income taxes are due.

In March 1999 the Company  underwent an  ownership  change as defined in Section
382 of the Internal  Revenue  Code.  Consequently,  management  believes the net
operating loss forwards are lost. Therefore, no recognition of any net operating
loss carry forwards are reflected in these financial statements.












                                       F-8

<PAGE>

                            JUTLAND ENTERPRISES, INC.
                          Notes to Financial Statements
                           December 31, 1998 and 1997

NOTE 1 - Summary of Significant Accounting Policies - continued
         ------------------------------------------------------

Statement of Cash Flows
-----------------------

For purpose of the  statement of cash flows,  the Company  considers  all highly
liquid  investments  with  a  maturity  of  three  months  or  less  to be  cash
equivalents.

Net Income (Loss) Per Share
---------------------------

Primary net income or (loss) per share is  computed  by  dividing  net income or
(loss) by the weighted average number of common shares outstanding.


NOTE 2 - Liabilities and Judgements
         --------------------------

Management has reconstructed the financial  position of the Company.  Management
has concluded  that the Company has no assets.  Management  also  researched and
sought to identify  any  liabilities  and  judgements  the Company may owe.  The
management  determined  that a judgement in the amount of $398,384 plus interest
and  other  costs is the only  liability  that the  Company  has  accrued..  The
judgement was obtained by the Insurance  Commissioner of Pennsylvania on June 7,
1996 by a New Jersey Amount due on judgement is:

         December 31, 1998          $520,685
         December 31, 1997          $473,350


NOTE 3 - Contingencies
         -------------

Management  strived to identify any and all liabilities due by the Company.  The
only identifiable  liability  management  located is a judgement as discussed in
Note 2 - Liabilities and Judgements.  However, previous management thought there
may be  additional  liabilities  not to  exceed  $100,000,  but was not  able to
identify anything about them.

No  additional  liabilities  were  found as a  result  of  management's  search.
Consequently,  no  other  debt  besides  the  judgement  as  noted  in Note 2 is
recognized  on the  financial  statements,  even though others may surface later
on.. Management is of the opinion, that the statute of limitations would bar the
collection of any unknown debts from being collected from the Company.








                                       F-9

<PAGE>

                            JUTLAND ENTERPRISES, INC.
                          Notes to Financial Statements
                           December 31, 1998 and 1997


NOTE 4 - Reclassification of Shareholders' Equity
         ----------------------------------------

The Company  restructured its equity section of the balance sheet as approved by
the Board of Directors in September, 1999.

Management  reduced  preferred stock to zero, as it could not identify or verify
any outstanding  preferred stock.  Additional paid in capital was offset against
retained earnings (deficit).

The Company  also  canceled  4,000,000  shares of treasury  stock as part of the
restructuring of equity. All reclassifications are retroactively reported in the
financial statements as of December 31, 1996.


NOTE 5 - Common Stock
         ------------

As of December 31, 1998 there are 3,893,393  shares issued and  outstanding.  Of
this amount,  876,244 shares are free trading  whereas  3,017,149  shares remain
restricted subject to Rule 144 of the Securities Act of 1933. See also Note 4.


NOTE 6 - Going Concern Considerations
         ----------------------------

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles,  which contemplate continuation of the
Company as a going concern.  However, the Company has no business operations and
presently has no assets and has not transacted business for several years.

This raises substantial doubt about the Company's ability to continue as a going
concern.  Unless the Company receives  additional funding from the generation of
revenues,  issuance of stock, or borrowing, the Company's ability to continue as
a going  concern is  uncertain.  The  financial  statements  do not  include any
adjustments that might result from the outcome of this uncertainty.

NOTE 7 - Year 2000 Considerations
         ------------------------

Presently  the  Company  has no  business  operations.  Consequently,  year 2000
considerations  are  insignificant  and  pose  no  threat  to  the  business  or
continuation of the Company.









                                      F-10

<PAGE>

                            JUTLAND ENTERPRISES, INC.
                          Notes to Financial Statements
                           December 31, 1998 and 1997


NOTE 8 - Subsequent Events
         -----------------

On March 23, 1999, the major  shareholders,  along with some others,  sold their
interests in the Company to Hudson Consulting Group, Inc.  (Hudson).  Hudson now
effectively  owns over 50%  ownership  in the  Company.  Hudson's  officers  and
directors are the same as the Company's. See also note 4.









































                                      F-11

<PAGE>

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

There were no changes in  accountants or  disagreements  between the Company and
its accountants.


                                    PART III


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

Name                   Age              Position(s) and Office(s)
----                   ---              -------------------------

Richard Surber         26               President and Director

Saundra McFadden       55               Vice President, Secretary and Director

Richard Surber was appointed as the Company's president and director on April 7,
1999.  Since 1991,  Mr. Surber has been a  professional  consultant  for various
public and private companies. Mr. Surber is a graduate of the University of Utah
College of Law where he obtained his Juris Doctorate. Mr. Surber also obtained a
Bachelors  of Science  degree in Finance from the  University  of Utah School of
Business.  Mr.  Surber is also a director  of several  other  public and private
corporations. For more information on Mr. Surber.

Saundra  McFadden was appointed as the Company's Vice  President,  Secretary and
Director  on April 7, 1999.  Ms.  McFadden  attended  UCLA and has an  extensive
background in film and television  both as an actress and  production  executive
encompassing over 30 productions.  Ms. McFadden was head of NBC Corporate Events
West Coast,  following which she ran her own business handling national accounts
for  Fortune  500  companies  such as  Seagrams,  Mutual of New York,  Paramount
Studios, Warner Lambert, Computer Associates and more.

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

Based  solely upon a review of Forms 3, 4 and 5 furnished  to the  Company,  the
Company is not aware of any person who at any time  during the fiscal year ended
December 31, 1998 was a director,  officer, or beneficial owner of more than ten
percent of the Common Stock of the Company,  and who failed to file, on a timely
basis,  reports required by Section 16(a) of the Securities Exchange Act of 1934
during such fiscal year.


ITEM 10. EXECUTIVE COMPENSATION

Executive Compensation
----------------------

No  compensation in excess of $100,000 was awarded to, earned by, or paid to any
executive  officer of the Company  during the years 1998 and 1997. The following
table and the  accompanying  notes provide  summary  information for each of the
last three  fiscal  years  concerning  cash and  non-cash  compensation  paid or
accrued by Richard Surber,  the Company's  chief executive  officer for the past
three years.







                                        9

<PAGE>

Compensation of Directors
-------------------------

The Company's directors are not currently compensated.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain  information  concerning the ownership of
the  Company's  Common  Stock as of November 2, 1999,  with respect to: (i) each
person known to the Company to be the beneficial owner of more than five percent
of the  Company's  Common Stock;  (ii) all  directors;  and (iii)  directors and
executive  officers  of the  Company  as a group.  The  notes  accompanying  the
information in the table below are necessary for a complete understanding of the
figures provided below.  November 2, 1999, there were 3,893,943 shares of Common
Stock issued and outstanding.

<TABLE>
<S>                  <C>                               <C>                      <C>

                                                       Amount and Nature of
  Title of Class     Name and Address of Beneficial    Beneficial Ownership     Percent of class
  --------------     ------------------------------    --------------------     ----------------
                                 Owner
                                 -----

   Common Stock             Saundra McFadden                    0                     0.00
($0.001 par value)   268 West 400 South ,Suite 300
                      Salt Lake City, Utah 84101

   Common Stock        Richard Surber, President1               0                     0.00
($0.001 par value)   268 West 400 South, Suite 306
                       Salt Lake City, Utah 84101

   Common Stock       Hudson Consulting Group, Inc.         2,246,224                57.7%
($0.001) par value   268 West 400 South, Suite 300
                       Salt Lake City, Utah 84101

   Common Stock         Directors and Executive             2,246,224                57.7%
($0.001) par value        Officers as a Group

</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits. Exhibits required to be attached by Item 601 of Regulation S-B are
listed in the Index to Exhibits beginning on page 13 of this Form 10-KSB,  which
is incorporated herein by reference.

(b) Reports on Form 8-K. No report on Form 8K have been filed during the periods
covered by this Form 10-KSB.


                 [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]

--------
1 Richard  Surber may be deemed a beneficial  owner of  2,246,224  shares of the
Company's  common  stock by virtue of his position as an officer and director of
Hudson Consulting Group, Inc.


                                       10

<PAGE>

                                   SIGNATURES



In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 5th day of November 1999.


                                   Jutland Enterprises, Inc.



                                   /s/ Richard Surber
                                   -----------------------------------------
                                   Richard Surber, President and Director



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/ Richard Surber    President and Director                   November 5, 1999
----------------------
  Richard Surber


 /s/ Saundra McFadden  Vice President, Secretary and Director   November 5, 1999
----------------------
 Saundra Mc Fadden















                 [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]


                                       11

<PAGE>



                                INDEX TO EXHIBITS

EXHIBIT       PAGE
NO.           NO.        DESCRIPTION

3(i)            *        Articles of Incorporation of the Company  (incorporated
                         herein by reference from Company's Form S-18  as  filed
                         with the Securities and Exchange Commission on December
                         6, 1988).

3(ii)           *        Bylaws of the Company, as amended  (incorporated herein
                         by reference from of the Company's  Form S-18 as filed
                         with the Securities and Exchange Commission on December
                         6, 1988).

4(a)            *        Form of certificate evidencing shares of "Common Stock"
                         in the Company (incorporated from Exhibit 4(a) to  the
                         Company's   Form  S-18  as  filed  with  the Securities
                         and Exchange Commission on December 6, 1988).

27             13        Financial Data Schedule "CE"



























                                       12

<PAGE>

Financial Data Schedule


MULTIPLIER                                    1
CURRENCY                                      U.S. Dollars
PERIOD-TYPE                                   12 Months
FISCAL-YEAR-END                               Dec 31
PERIOD-END                                    Dec 31, 1998
EXCHANGE-RATE                                 1
CASH                                          0
SECURITIES                                    0
RECEIVABLES                                   0
ALLOWANCES                                    0
INVENTORY                                     0
CURRENT-ASSETS                                0
PP&E                                          0
DEPRECIATION                                  0
TOTAL-ASSETS                                  0
CURRENT-LIABILITIES                           0
BONDS                                         0
PREFERRED-MANDATORY                           0
PREFERRED                                     0
COMMON                                        3,894
OTHER-SE                                      524,579
TOTAL-LIABILITY-AND EQUITY                    0
SALES                                         0
TOTAL-REVENUES                                0
CGS                                           0
TOTAL-COSTS                                   0
OTHER-EXPENSES                                0
LOSS PROVISION                                0
INTEREST-EXPENSE                              47,335
INCOME-PRETAX                                 0
INCOME-TAX                                    0
INCOME-CONTINUING                             0
DISCONTINUE                                   0
EXTRAORDINARY                                 0
CHANGES                                       0
NET-INCOME                                    (47,335)
EPS-PRIMARY                                   (.01)
EPS-DILUTED                                   (.01)
--------------------------------------------  -------------------------


                                       13