SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-KSB
Annual Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended
December 31, 1997
Commission file number
-------
Cofitras Entertainment, Inc.
(Exact name of registrant as specified in its charter)
Nevada 87-0542172
(State or other jurisdiction of (IRS employer identification no.)
incorporation)
1155 E. 2100 S., No. 325, (801) 483-1864
Salt Lake City, Utah 84106
Address of principal executive offices) (Registrant's telephone number,
including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. | | Yes |X| No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |X|
The aggregate market value of voting stock held by non-affiliates of
the registrant at December 31, 1997: The common voting stock of the registrant
is not publicly traded and has no readily ascertainable fair market value.
Issuers revenues for its most recent fiscal year: None.
Shares outstanding of the registrant's common stock as of June 4, 1998:
59,041,509.
<PAGE>
Cofitras Entertainment, Inc.
TABLE OF CONTENTS TO ANNUAL REPORT
ON FORM 10-KSB
YEAR ENDED DECEMBER 31, 1997
PART I
Item 1. Description of Business ..........................................3
Item 2. Description of Properties ........................................4
Item 3. Legal Proceedings ................................................4
Item 4. Submission of Matters to a Vote of Security Holders ..............4
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters ..............................................5
Item 6. Management's Discussion and Analysis or Plan of Operation ........5
Item 7. Financial Statements .............................................6
Item 8. Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure .........................................6
PART III
Item 9. Directors and Executive Officers, Promoters and Control
Persons; Compliance With Section 16(a) of the Exchange Act .......7
Item 10. Executive Compensation ...........................................7
Item 11. Security Ownership of Certain Beneficial Owners and Management ...8
Item 12. Certain Relationships and Related Transactions ...................8
Item 13. Exhibits and Reports on Form 8-K .................................8
2
<PAGE>
PART I
Item 1. Description of Business.
Business Development
Cofitras Entertainment, Inc. (the "Company or "Registrant") was
incorporated in 1986 as Vantage, Inc., a Nevada corporation. In 1995, the
Company changed its name from Vantage, Inc. to Cofitras Entertainment, Inc.
In March 1990, the Company entered into a purchase agreement under
which the Company acquired a United States patent dealing with a roof mount for
a disk antenna, a patent filed for an antilightning direct burial satellite
cable, and certain contracts relating to the patent in exchange for shares of
restricted voting common stock which represented a controlling interest in the
Company. In December 1990, the Company entered into an exclusive license
agreement with a wire manufacturer to manufacture and sell the cable.
Thereafter, Company management determined that it would seek other business
opportunities due to the lack of sales of its satellite business.
In September 1992, shares of the Company's outstanding common stock
were sold pursuant to an Agreement of Purchase and Sale of Common Stock. The
sale of the shares resulted in a change in the control of the Company.
In November 1992, the Company's Board of Directors declared a 1 for 5
reverse stock split of its outstanding common stock (no other Company securities
were outstanding on the date of the split). All references to shares outstanding
herein have been adjusted to reflect the effect of the reverse split on a
retroactive bases.
Business of Issuer
The Company has no current business operations. The Company's business
plan is to seek one or more potential business ventures that, in the opinion of
management, may warrant involvement by the Company. The Company recognizes that
because of its limited financial, managerial and other resources, the type of
suitable potential business ventures which may be available to it will be
extremely limited. The Company's principal business objective will be to seek
long-term growth potential in the business venture in which it participates
rather than to seek immediate, short-term earnings. In seeking to attain the
Company's business objective, it will not restrict its search to any particular
business or industry, but may participate in business ventures of essentially
any kind or nature. It is emphasized that the business objectives discussed are
extremely general and are not intended to be restrictive upon the discretion of
management.
The Company will not restrict its search for any specific kind of
firms, but may participate in a venture in its preliminary or development stage,
may participate in a business that is already in operation or in a business in
various stages of its corporate existence. It is impossible to predict at this
stage the status of any venture in which the Company may participate, in that
the venture may need additional capital, may merely desire to have its shares
publicly traded, or may seek other perceived advantages which the Company may
offer. In some instances, the business endeavors may involve the acquisition of
or merger with a corporation which does not need substantial additional cash but
which desires to establish a public trading market for its common stock.
There is no assurance that the Company will be able to successfully
identify and negotiate a suitable potential business venture.
The Company has no employees. The Company presently maintains its
business office at 1155 E. 2100 S., No. 325, Salt Lake City, Utah 84106, which
is the home-business office of its President.
3
<PAGE>
Item 2. Description of Properties.
The Company has no significant assets or operating capital. The current
sole officer and director has expressed her intent to borrow funds to the extent
possible, to fund the costs of operating the Company until some type of business
venture can be completed.
Item 3. Legal Proceedings.
The Company is not a party to, nor are its properties the subject of,
any pending legal proceedings and no such proceedings are known to the Company
to be threatened or contemplated by or against it.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of the security holders during the
4th quarter of the fiscal year covered by this report.
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4
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
Market Information
To the knowledge of current management, their is no public trading
market for the Company's common stock.
Holders
At December 31, 1997, there were approximately 164 holders of record of
the Company's common stock.
Dividends
The Company has not declared any cash dividends within the past two
years on its common stock. The Company does not anticipate or contemplate paying
dividends in the foreseeable future. It is the present intention of management
to utilize available funds, if any, for the development of the Company's
business.
Item 6. Management's Discussion and Analysis or Plan of Operation
The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of the
Company's consolidated results of operations and financial condition. The
discussion should be read in conjunction with the consolidated financial
statements and notes thereto.
Plan of Operation
The Company has no business operations, and very limited assets or
capital resources. The Company's business plan is to seek one or more potential
business ventures that, in the opinion of management, may warrant involvement by
the Company. The Company recognizes that because of its limited financial,
managerial and other resources, the type of suitable potential business ventures
which may be available to it will be extremely limited. The Company's principal
business objective will be to seek long-term growth potential in the business
venture in which it participates rather than to seek immediate, short-term
earnings. In seeking to attain the Company's business objective, it will not
restrict its search to any particular business or industry, but may participate
in business ventures of essentially any kind or nature. It is emphasized that
the business objectives discussed are extremely general and are not intended to
be restrictive upon the discretion of management.
The Company will not restrict its search for any specific kind of
firms, but may participate in a venture in its preliminary or development stage,
may participate in a business that is already in operation or in a business in
various stages of its corporate existence. It is impossible to predict at this
stage the status of any venture in which the Company may participate, in that
the venture may need additional capital, may merely desire to have its shares
publicly traded, or may seek other perceived advantages which the Company may
offer. In some instances, the business endeavors may involve the acquisition of
or merger with a corporation which does not need substantial additional cash but
which desires to establish a public trading market for its common stock.
The Company does not have sufficient funding to meet its cash needs.
The current sole officer and director has expressed her intent to borrow funds
to the extent possible, to fund the costs of operating the Company until a
suitable business venture can be completed. Management does not anticipate
raising funds during the next twelve months. There is no assurance that the
5
<PAGE>
Company will be able to successfully identify and/or negotiate a suitable
potential business venture.
The Company has experienced net losses during the development stage
(April 1989 to present) and has had no significant revenues during such period.
During the past two fiscal years the Company has had no business operations. In
light of these circumstances, the ability of the Company to continue as a going
concern is significantly in doubt. The attached financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Forward-Looking Statements
When used in this Form 10-K or other filings by the Company with the
Securities and Exchange Commission, in the Company's press releases or other
public or shareholder communications, or in oral statements made with the
approval of an authorized officer of the Company's executive officers, the words
or phrases "would be", "will allow", "intends to", "will likely result", "are
expected to", "will continue", "is anticipated", "estimate", "project", or
similar expressions are intended to identify "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995.
The Company cautions readers not to place undue reliance on any
forward-looking statements, which speak only as of the date made, and advises
readers that forward-looking statements involve various risks and uncertainties.
The Company does not undertake, and specifically disclaims any obligation to
update any forward-looking statements to reflect occurrences or unanticipated
events or circumstances after the date of such statement.
Item 7. Financial Statements
See attached financial statements.
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
The Company is not aware, and has not been advised by its auditors, of
any disagreement on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.
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6
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act
Identify Directors and Executive Officers
Set forth below is certain information concerning each of the directors
and executive officers of the Company as of June 4, 1998:
With
Company
Name Age Position Since
---- --- -------- -----
Christine Green (1) 43 Chairman, Chief Executive Officer, Chief 1998
Financial Officer and Secretary
- ---------------
1. Effective April 16, 1998, Mr. Christian Baumann resigned as the
Company's sole officer and director and immediately prior to his
resignation appointed Ms. Christine Green as the Company's sole
officer and director.
Christine Green. Ms. Green has been with the Company since April 16,
1998. Since that time she has been the Company's sole officer and director. Ms.
Green has principally worked as an independent business consultant for the past
five years. Ms. Green holds no other directorships in reporting companies.
Identify Significant Employees
The Company has no significant employees.
Family Relationships
None.
Involvement in Certain Legal Proceedings
Ms. Green has not been involved in any material legal proceedings which
occurred within the last five years of any type as described in Regulation S-K.
Compliance With Section 16(a) of the Exchange Act
The Company does not have a class of equity securities registered
pursuant to Section 12 of the Exchange Act. As a result, no reports are required
to be filed pursuant to Section 16(a).
Item 10. Executive Compensation
During the last fiscal year, the Company's officer and director did not
receive any salary, wage or other compensation. During the current fiscal year
the Company has no present plans to pay compensation to its officers and
directors. There are presently no ongoing pension or other plans or arrangements
pursuant to which remuneration is proposed to be paid in the future to any of
the officers and directors of the Company.
7
<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth certain information with respect to the
beneficial ownership of the common stock of the Company as of June 4, 1998, for:
(i) each person who is known by the Company to beneficially own more than 5
percent of the Company's common stock, (ii) each of the Company's directors,
(iii) each of the Company's Named Executive Officers, and (iv) all directors and
executive officers as a group. As of June 4, 1998, the Company had 59,041,509
shares of common stock outstanding.
<TABLE>
<CAPTION>
Name and Address Shares Beneficially Percentage of Shares
of Beneficial Owner(1) Owned(2) Beneficially Owned Position
---------------------- -------- ------------------ --------
<S> <C> <C> <C>
Christine Green(3) 45,410,645 77% Chairman, Chief Executive
Officer, Chief Financial Officer
and Secretary
Eversfield Properties, Ltd. 45,410,645 77%
2120 South 700 East, Suite H254
SLC, Ut. 84106
- --------------------------
</TABLE>
(1) Except where otherwise indicated, the address of the beneficial owner is
deemed to be the same address as the Company.
(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting and
investment power with respect to the securities. Shares of common stock
subject to options or warrants currently exercisable, or exercisable within
sixty (60) days, are deemed outstanding for computing the percentage of the
person holding such options but are not deemed outstanding for computing
the percentage of any other person.
(3) All of these shares are held in the name of Eversfield Properties, Ltd. Due
to a contractual arrangement with Ms. Green, however, Ms. Green is deemed
to beneficially own these shares because she currently has the power to
dispose or to direct the disposition of such shares.
For some time Eversfield Properties, Ltd. has been looking for a buyer
for its shares. The Company is aware of ongoing negotiations regarding the sale
of such shares, although the Company has not been and is not a party to such
negotiations. If such sale is completed, it will result in the buyer obtaining
control of the Company. Except as noted above, the Company is not aware of any
arrangements, the operation of which may at a subsequent date result in a change
in control of the Company.
Item 12. Certain Relationships and Related Transactions.
None.
Item 13. Exhibits and Reports on Form 8-K.
Exhibits
Listed on page 10 hereof.
8
<PAGE>
Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the fourth
quarter ended December 31, 1997.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act,
the registrant has duly caused this report to be signed by the undersigned,
thereunto duly authorized.
Cofitras Entertainment, Inc.
(Registrant)
Date: July 10, 1998 By /s/ Christine Green
----------------------------
Christine Green
Chairman, Chief Executive Officer,
Chief Financial Officer and Secretary
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
Signature Title Date
/s/ Christine Green Chairman, Chief Executive Officer, June 10, 1998
- -------------------- Chief Financial Officer and Secretary
Christine Green
9
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
3.1 Articles of Incorporation of the Company
3.2 Certificate of Amendment to Articles of Incorporation of the Company
3.3 Bylaws of the Company
23 Consent of Independent Auditors
27 Financial Data Schedule
10
<PAGE>
COFITRAS ENTERTAINMENT, INC.
(A Company in the Development Stage)
INDEX TO FINANCIAL STATEMENTS
Independent Auditors' Report............................................. F-2
Balance Sheets........................................................... F-3
Statements of Operations................................................. F-4
Statements of Stockholders' Equity (Deficit)............................. F-5
Statements of Cash Flows................................................. F-7
Notes to the Financial Statements.........................................F-9
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
Cofitras Entertainment, Inc.
Salt Lake City, Utah
We have audited the accompanying balance sheets of Cofitras Entertainment, Inc.
(a development stage company) as of December 31, 1997 and 1996, and the related
statements of operations, stockholders' equity (deficit) and cash flows for the
years ended December 31, 1997, 1996 and 1995 and from inception on April 12,
1989 through December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Cofitras Entertainment, Inc. as
of December 31, 1997 and 1996 and the result of its operations and its cash
flows for the years ended December 31, 1997, 1996 and 1995 and from inception on
April 12, 1989 through December 31, 1997, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company is a development stage company with no
significant operating revenues to date, which raises substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Jones, Jensen & Company
Salt Lake City, Utah
June 18, 1998
F-2
<PAGE>
<TABLE>
<CAPTION>
COFITRAS ENTERTAINMENT, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
December 31,
----------------------------------
1997 1996
-------------- --------------
CURRENT ASSETS
<S> <C> <C>
Cash and cash equivalents $ - $ -
-------------- --------------
Total Current Assets - -
-------------- --------------
TOTAL ASSETS $ - $ -
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 9,690 $ 7,327
-------------- --------------
Total Current Liabilities 9,690 7,327
-------------- --------------
Total Liabilities 9,690 7,327
-------------- --------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value, 300,000,000
shares authorized, 59,041,509, and 59,041,509
shares issued and outstanding, respectively 59,041 59,041
Capital in excess of par value 124,199 124,199
Deficit accumulated during the development stage (192,930) (190,567)
-------------- --------------
Total Stockholders' Equity (Deficit) (9,690) (7,327)
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ - $ -
============== ==============
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-3
<PAGE>
<TABLE>
<CAPTION>
COFITRAS ENTERTAINMENT, INC.
(A Development Stage company)
Statements of Operations
From
Inception on
April 12,
1989 Through
For the Years Ended December 31, December 31,
1997 1996 1995 1997
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
REVENUE $ - $ - $ - $ -
EXPENSES - - - -
LOSS ON DISCONTINUED
OPERATIONS (2,363) - (43,778) (192,930)
--------------- --------------- --------------- ---------------
NET LOSS $ (2,363) $ - $ (43,778) $ (192,930)
=============== =============== =============== ===============
LOSS PER COMMON
SHARE $ (0.00) $ (0.00) $ (0.00)
=============== =============== ===============
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 59,041,509 59,041,509 59,041,509
=============== =============== ===============
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
COFITRAS ENTERTAINMENT, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From Inception on April 12, 1989 through December 31, 1997
Deficit
Accumulated
Capital in During the
Common Excess of Development
Shares Stock Par Value Stage
------------- --------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Balance at inception on
April 12, 1989 1,805,200 $ 1,805 $ 21,418 $ -
Net loss for the period ended
December 31, 1989 - - - (9,218)
------------- --------------- ---------------- ----------------
Balance, December 31, 1989 1,805,200 1,805 21,418 (9,218)
Common stock issued for patent
rights at $0.00 per share on
March 26, 1990 10,903,990 10,904 (9,904) -
Common stock issued for cash
at $0.003 per share on
April 25, 1990 1,848,874 1,849 24,651 -
Common stock issued for cash
at $0.10 per share on
December 4, 1990 10,000 10 4,990 -
Net loss for the year ended
December 31, 1990 - - - (41,969)
------------- --------------- ---------------- ----------------
Balance, December 31, 1990 14,568,064 14,568 41,155 (51,187)
Common stock issued for services
rendered at $0.015 per share
during 1991 100,000 100 1,400 -
Net loss for the year ended
December 31, 1991 - - - (9,977)
------------- --------------- ---------------- ----------------
Balance, December 31, 1991 14,668,064 $ 14,668 $ 42,555 $ (61,164)
------------- --------------- ---------------- ----------------
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-5
<PAGE>
<TABLE>
<CAPTION>
COFITRAS ENTERTAINMENT, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
From Inception on April 12, 1989 through December 31, 1997
Deficit
Accumulated
Capital in During the
Common Excess of Development
Shares Stock Par Value Stage
------------- --------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Balance, December 31, 1991 14,668,064 $ 14,668 $ 42,555 $ (61,164)
Common stock issued for cash and
assets contributed by shareholders
during 1992 at approximately $0.001
per share 40,000,000 40,000 (3,971) -
Net loss for the year ended
December 31, 1992 - - - (6,370)
------------- --------------- ---------------- ----------------
Balance, December 31, 1992 54,668,064 54,668 38,584 (67,534)
Additional capital contributed - - 46,710 -
Net loss for the year ended
December 31, 1993 - - - (79,255)
------------- --------------- ---------------- ----------------
Balance, December 31, 1993 54,668,064 54,668 85,294 (146,789)
Net loss for the year ended
December 31, 1994 - - - -
------------- --------------- ---------------- ----------------
Balance, December 31, 1994 54,668,064 54,668 85,294 (146,789)
Additional capital contributed - - 35,778 -
Common stock issued for services
valued at $0.002 per share 4,373,445 4,373 3,127 -
Net loss for the year ended
December 31, 1995 - - - (43,778)
------------- --------------- ---------------- ----------------
Balance, December 31, 1995 59,041,509 59,041 124,199 (190,567)
Net loss for the year ended
December 31, 1996 - - - -
------------- --------------- ---------------- ----------------
Balance, December 31, 1996 59,041,509 59,041 124,199 (190,567)
Net loss for the year ended
December 31, 1997 - - - (2,363)
------------- --------------- ---------------- ----------------
Balance, December 31, 1997 59,041,509 $ 59,041 $ 124,199 $ (192,930)
============= =============== ================ ================
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-6
<PAGE>
<TABLE>
<CAPTION>
COFITRAS ENTERTAINMENT, INC.
(A Development Stage Company)
Statements of Cash Flows
From
Inception on
April 12,
1989 Through
For the Years Ended December 31, December 31,
1997 1996 1995 1997
------------- ----------- ------------- ---------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S> <C> <C> <C> <C>
Income (loss) from operations $ (2,363) $ - $ (43,778) $ (192,930)
Adjustments to reconcile net income
to net cash provided by operating
activities:
Amortization - - - 1,183
Common stock issued for services - - 7,500 9,000
Changes in operating assets and liabilities:
Decrease (increase) in other assets - - - 11,029
Increase (decrease) in shareholder
payable - - - (3,003)
Increase (decrease) in accounts
payable 2,363 - 500 12,193
------------- ----------- ------------- ---------------
Net Cash Used by Operating
Activities - - (35,778) (162,528)
------------- ----------- ------------- ---------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Cash acquired upon reorganization
of Company - - - 23,540
------------- ----------- ------------- ---------------
Net Cash Provided by Investing
Activities - - - 23.540
------------- ----------- ------------- ---------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Issuance of common stock for cash - - - 56,500
Additional capital contributed - - 35,778 82,488
------------- ----------- ------------- ---------------
Net Cash Provided by Financing
Activities - - 35,778 138,988
------------- ----------- ------------- ---------------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS - - - -
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD - - - -
------------- ----------- ------------- ---------------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ - $ - $ - $ -
============= =========== ============= ===============
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-7
<PAGE>
<TABLE>
<CAPTION>
COFITRAS ENTERTAINMENT, INC.
(A Development Stage Company)
Statements of Cash Flows
From
Inception on
April 12,
1989 Through
For the Years Ended December 31, December 31,
1997 1996 1995 1997
------------ ------------- ------------ --------------
Cash Paid For:
<S> <C> <C> <C> <C>
Interest $ - $ - $ - $ -
Income taxes $ - $ - $ - $ -
Non-Cash Financing Activities:
Issuance of common stock for
contract costs $ - $ - $ - $ 11,029
Issuance of common stock for
patent rights $ - $ - $ - $ 1,000
Issuance of common stock for
services $ - $ - $ - $ 9,000
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-8
<PAGE>
COFITRAS ENTERTAINMENT, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1997, 1996 and 1995
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Organization
The Company was incorporated on April 12, 1989 in the State of
Nevada. This corporation is considered a development stage
enterprise whose principal business activity will be to seek
potential business ventures and assets which may warrant
involvement or purchase by the Company.
In September 1992, shares of the Company's outstanding common
stock were sold pursuant to an Agreement of Purchase and Sale of
Common Stock. The sale of the shares resulted in a change in the
control of the Company.
The Company is pursuing new business opportunities through merger
or purchase of existing, operating companies.
a. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has selected a calendar year
end.
b. Cash Equivalents
The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents.
c. Income Taxes
No provision for income taxes has been accrued because the Company
has incurred losses from inception. The Company has elected a
December 31 year end and has a net operating loss carryover of
approximately $192,000 for both books and taxes, which expires in
2012.
d. Loss per Share
The computation of loss per share of common stock is based on the
weighted average number of shares outstanding during the period of
the financial statements.
e. Reverse Stock Split
In November 1992, the Company reverse split its shares of common
stock on a 1-for-5 basis. All references to shares outstanding and
earnings per share have been adjusted to reflect the effect of the
reverse split on a retroactive basis.
F-9
<PAGE>
COFITRAS ENTERTAINMENT, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1997, 1996 and 1995
NOTE 1 - SIGNIFICANT ACCOUNTING POLICES (Continued)
f. Dividends
The Company has not at the present time, paid any dividends to the
shareholders of its common stock and any dividends that may be
paid in the future will depend upon the financial requirements of
the Company and other relevant factors.
g. Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
NOTE 2 - GOING CONCERN
The accompanying financial statement shave been prepared assuming
the Company will continue as a going concern. The Company has been
in the development stage since its inception and does not have a
significant operating history. In order to carry out its operating
plans, the Company will need to obtain additional funding from
outside sources. The Company is pursuing new business
opportunities through merger or purchase of existing, operating
companies. Due to the extremely limited assets and resources of
the Company, no assurance can be given that the Company will be
successful in its pursuit of new business opportunities.
NOTE 3 - RELATED PARTY TRANSACTIONS
During 1993, a shareholder of the Company paid $46,710 for
expenses incurred by the Company. The full amount was treated as
additional paid-in capital at December 31, 1993. During 1995, a
shareholder of the Company paid $35,778 for expenses incurred by
the Company. The full amount was treated as additional paid-in
capital at December 31, 1995.
F-10
ARTICLES OF INCORPORATION
OF
VANTAGE, INC.
WE, THE UNDERSIGNED natural persons of the age of twenty-one (21) years
or more, acting as incorporators of a corporation under the Nevada Business
Corporation Act, adopt the following Articles of Incorporation for such
corporation.
ARTICLE I - NAME
The name of the Corporation is Vantage, Inc.
ARTICLE II - DURATION
The duration of the corporation is perpetual.
ARTICLE III - PURPOSES
The purpose or purposes for which this corporation is engaged are:
(a) To engage in the specific business of making investments, including
investment in, purchase and ownership of any and all kinds of
property, assets or business, whether alone or in conjunction
with others. Also, to acquire, develop, explore and otherwise deal
in and with all kinds of real and personal property and all related
activities, and for any and all other lawful purposes.
(b) To acquire by purchase, exchange, gift, bequest, subscription, or
otherwise; and to hold, own, mortgage, pledge, hypothecate, sell,
assign, transfer, exchange, or otherwise dispose of or deal in or
with its own corporate securities or stock or other securities
including, without limitations, any shares of stock, bonds,
<PAGE>
debentures, notes, mortgages, or other obligations, and any
certificates, receipts or other instruments representing rights or
interests therein on any property or assets created or issued by
any person, firm, associate, or corporation, or instrumentalities
thereof; to make payment therefor in any lawful manner or to issue
in exchange therefor its unreserved earned surplus for the purchase
of its own shares, and to exercise as owner or holder of any
securities, any and all rights, powers, and privileges in respect
thereof.
(c) To do each and everything necessary, suitable, or proper for the
accomplishment of any of the purposes or the attainment of any one
or more of the subjects herein enumerated, or which may, at any
time, appear conducive to or expedient for the protection or
benefit of this corporation, and to do said acts as fully and to
the same extent as natural persons might, or could do in any part
of the world as principals, agents, partners, trustees, or
otherwise, either alone or in conjunction with any other person,
association, or corporation.
(d) The foregoing clauses shall be construed both as purposes and
powers and shall not be held to limit or restrict in any manner the
general powers of the corporation, and the enjoyment and exercise
thereof, as conferred by the laws of the State of Utah; and it is
the intention that the purposes and powers specified in each of
<PAGE>
the paragraphs of this Article III shall be regarded as independent
purposes and powers.
ARTICLE IV - STOCK
The aggregate number of shares which this corporation shall have
authority to issue is 75,000,000 shares of Common Stock having a par value of
$.001 per share. All stock of the corporation shall be of the same class,
common, and shall have the same rights and preferences. Fully-paid stock of this
corporation shall not be liable to any further call or assessment.
ARTICLE V - AMENDMENT
These Articles of Incorporation may be amended by the affirmative vote
of "a majority" of the shares entitled to vote on each such amendment.
ARTICLE VI - SHAREHOLDERS RIGHTS
The authorized and treasury stock of this corporation may be issued at
such time, upon such terms and conditions and for such consideration as the
Board of Directors shall determine. Shareholders shall not have pre-emptive
rights to acquire unissued shares of the stock of this corporation.
ARTICLE VII - CAPITALIZATION
This corporation will not commence business until consideration of a
value of at least $1,000 has been received for the issuance of said shares.
ARTICLE VIII - INITIAL OFFICE AND AGENT
The Corporate Trust Company of Nevada
One East First Street
Reno, NV 89501
<PAGE>
ARTICLE IX - DIRECTORS
The directors are hereby given the authority to do any act on behalf of
the corporation by law and in each instance where the Business Corporation Act
provides that the directors may act in certain instances where the Articles of
Incorporation authorize such action by the directors, the directors are hereby
given authority to act in such instances without specifically numerating such
potential action or instance herein.
The directors are specifically given the authority to mortgage or
pledge any or all assets of the business without stockholders' approval.
The number of directors constituting the initial Board of Directors of
this corporation is three. The names and addresses of persons who are to serve
as Directors until the first annual meeting of stockholders or until their
successors are elected and qualify, are:
NAME ADDRESS
Paul Millard 721 Raygene Way
North Salt Lake, UT 84054
Lyman Littlefield 3623 Avondale
Salt Lake City, Utah 84121
Richard K. Mower 495 East 1500 South
Bountiful, Utah 84010
ARTICLE X - INCORPORATORS
The name and address of each incorporator is:
NAME ADDRESS
Jody York 311 South State, #440
Salt Lake City, UT 84111
Leon W. Crockett 311 South State, #440
Salt Lake City, UT 84111
<PAGE>
Van L. Butler 311 South State, #440
Salt Lake City, UT 84111
ARTICLE XI
COMMON DIRECTORS - TRANSACTIONS BETWEEN CORPORATIONS
No contract or other transaction between this corporation and any one
or more of its directors or any other corporation, firm, association, or entity
in which one or more of its directors or officers are financially interested,
shall be either void or voidable because of such relationship or interest, or
because such director or directors art present at the meeting of the Board of
Directors, or a committee thereof, which authorizes, approves, or ratifies such
contract or transaction, or because his or their votes are counted for such
purpose if: (a) the fact act of such relationship or interest is disclosed or
known to the Board of Directors or committee which authorizes, approves, or
ratifies the contract or transaction by vote or consent sufficient for the
purpose without counting the votes or consents of such interested director; or
(b) the fact of such relationship or interest is disclosed or known to the
stockholders entitled to vote and they authorize, approve, or ratify such
contract or transaction by vote or written consent, or (c) the contract or
transaction is fair and reasonable to the corporation.
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or committee thereof
which authorizes, approves, or ratifies such contract or transaction.
<PAGE>
Under penalties of perjury, we declare that these Articles of
Incorporation have been examined by us and are, to the best of our knowledge and
belief, true, correct and complete.
DATED this 22nd day of January, 1986.
/s/ Jody York
-------------------
Jody York
/s/ Leon W. Crockett
----------------------
Leon W. Crockett
/s/ Van L. Butler
----------------------
Van L. Butler
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
On the 22 day of January, 1986, personally appeared before
me, Jody York, Leon W. Crockett and Van L. Butler, who duly
acknowledged to me that they signed the foregoing Articles of
Incorporation.
My Commission Expires: /s/ Patty Foulger
12/3/88 -------------------------
NOTARY PUBLIC
Residing at Salt Lake City, UT
CERTIFICATE OF AMENDMENT
TO ARTICLES Of INCORPORATION OF
VANTAGE, INC.
a Nevada Corporation
We the undersigned, as President and Secretary of
VANTAGE, INC., a Nevada Corporation,
do hereby certify:
That the Board of Directors of said corporation, at a meeting duly
convened and held on the 21st day of April, 1995, adopted a resolution to amend
the original Articles of Incorporation as follows:
The First Article shall be amended to read as follows:
FIRST. The name of the corporation is:
COFITRAS ENTERTAINMENT, INC.
The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 54,668,064; that the
said change and amendment has been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
/s/ /s/
--------------------------- ---------------------------
President Secretary
BY-LAWS
OF
VANTAGE, INC.
ARTICLE I - OFFICES
The principal office of the corporation in the State of Utah shall be
located in the City of Salt Lake, County of Salt Lake. The corporation may have
such other offices, either within or without the State of incorporation as the
board of directors may designate or as the business of the corporation may from
time to time require.
ARTICLE II - STOCKHOLDERS
1. ANNUAL MEETING.
The annual meeting of the stockholders shall be held on the 28th day
of January in each year, beginning with the year 1987 at the hour three o'clock
P.M., for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday such meeting shall be held on the next
succeeding business day.
2. SPECIAL MEETINGS.
Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, may be called by the president or by the
directors, and shall be called by the president at the request of the holders of
not less than ten percent of all the outstanding shares of the corporation
entitled to vote at the meeting.
3. PLACE OF MEETING.
The directors may designate any place, either within or without the
State unless otherwise prescribed by statute, as the place of meeting for any
annual meeting or for any special meeting called by the directors. A waiver of
notice signed by all stockholders entitled to vote at a meeting may designate
By-Laws 1
<PAGE>
any place, either within or without the state unless otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or if
a special meeting be otherwise called, the place of meeting shall be the
principal office of the corporation.
4. NOTICE OF MEETING.
Written or printed notice stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than thirty
days before the date of the meeting, either personally or by mail, by or at the
direction of the president, or the secretary, or the officer or persons calling
the meeting, to each stockholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, addressed to the stockholder at his address as it appears on the
stock transfer books of the corporation, with postage thereon prepaid.
5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
For the purpose of determining stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other proper purpose, the directors of the corporation
may provide that the stock transfer books shall be closed for a stated period
but not to exceed, in any case, thirty days. If the stock transfer books shall
be closed for the purpose of determining stockholders entitled to notice of or
to vote at a meeting of stockholders, such books shall be closed for at least
ten days immediately preceding such meeting. In lieu of closing the stock
transfer books, the directors may fix in advance a date as the record date for
any such determination of stockholders, such date in any case to be not more
than thirty days and, in case of a meeting of stockholders, not less than ten
days prior to the date on which the particular action requiring such
determination of stockholders is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of stockholders
entitled to notice of or to vote at a meeting of stockholders, or stock holders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the directors declaring
such dividend is adopted, as the case may be, shall be the record date for such
determination of stockholders. When a determination of stockholders entitled to
By-Laws 2
<PAGE>
vote at any meeting of stockholders as been made as provided in this section,
such determination shall apply to any adjournment thereof.
6. VOTING LISTS.
The officer or agent having charge of the stock transfer books for
shares of the corporation shall make, at least ten days before each meeting of
stockholders, a complete list of the stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
ten days prior to such meeting, shall be kept on file at the principal office of
the corporation and shall be subject to inspection by any stockholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any stockholder during the whole time of the meeting. The original stock
transfer book shall be prima facie evidence as to who are the stockholders
entitled to examine such list or transfer books or to vote at the meeting of
stockholders.
7. QUORUM.
At any meeting of Stockholders one-third of the outstanding shares of
the corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than said number of
the outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.
8. PROXIES.
At all meetings of stockholders, a stockholder may vote by proxy
executed in writing by the stockholder or by his duly authorized attorney in
fact. Such proxy shall be filed with the secretary of the corporation before or
at the time of the meeting.
9. VOTING.
Each stockholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
By-Laws 3
<PAGE>
vote held by such stockholders. Upon the demand of any stockholder, the vote for
directors and upon any question before the meeting shall be by ballot. All
elections for directors shall be decided by plurality vote; all other questions
shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of this State.
10. ORDER OF BUSINESS.
The order of business at all meetings of the stockholders, shall be as
follows:
1. Roll call.
2. Proof of notice of meeting or waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of Officers.
5. Reports of Committees.
6. Election of Directors.
7. Unfinished Business.
8. New Business.
11. INFORMAL ACTION BY STOCKHOLDERS.
Unless otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a meeting
of the shareholders, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
By-Laws 4
<PAGE>
ARTICLE III - BOARD OF DIRECTORS
1. GENERAL POWERS.
The business and affairs of the corporation shall be managed by its
board of directors. The directors shall in all cases act as a board, and they
may adopt such rules and regulations for the conduct of their meetings and the
management of the corporation, as they may deem proper, not inconsistent with
these by-laws and the laws of this State.
2. NUMBER, TENURE AND QUALIFICATIONS.
The number of directors of the corporation shall be no less than three.
Each director shall hold office until the next annual meeting of stockholders
and until his successor shall have been elected and qualified.
3. REGULAR MEETINGS.
A regular meeting of the directors, shall be held without other notice
than this by-law immediately after, and at the same place as, the annual meeting
of stockholders. The directors may provide, by resolution, the time and place
for the holding of additional regular meetings without other notice than such
resolution.
4. SPECIAL MEETINGS.
Special meetings of the directors may be called by or at the request of
the president or any two directors. The person or persons authorized to call
special meetings of the directors may fix the place for holding any special.
meeting of the directors called by them.
5. NOTICE.
Notice of any special meeting shall be given at least three days
previously thereto by written notice delivered personally, or by telegram or
mailed to each director at his business address. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail so addressed,
with postage thereon prepaid. If notice he given by telegram, such notice shall
be deemed to be delivered when the telegram is delivered to the telegraph
company. The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
By-Laws 5
<PAGE>
6. QUORUM.
At any meeting of the directors a majority shall constitute a quorum
for the transaction of business, but if less than said number is present at a
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.
7. MANNER OF ACTING.
The act of the majority of the directors present at a meeting at which
a quorum is present shall be the act of the directors.
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of a majority of the
directors then in office, although less than a quorum exists. Vacancies
occurring by reason of the removal of directors without casue shall be filled by
vote of the stockholders. A director elected to fill a vacancy caused by
resignation, death or removal shall be elected to hold office for the unexpired
term of his predecessor.
9. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed for cause by vote of the
stockholders or by action of the board. Directors may be removed without cause
only by vote of the stockholders.
10. RESIGNATION.
A director may resign at any time by giving written notice to the
board, the president or the secretary of the corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof
by the board or such officer, and the acceptance of the resignation shall not be
necessary to make it effective.
11. COMPENSATION.
No compensation shall be paid to directors, as such, for their
services, but by resolution of the board a fixed sum and expenses for actual
attendance at each regular or special meeting of the board may be authorized.
Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
By-Laws 6
<PAGE>
12. PRESUMPTION OF ASSENT.
A director of the corporation who is present at a meeting of the
directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.
13. EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution, may designate from among its members an
executive committee and other committees, each consisting of three or more
directors. Each such committee shall serve at the pleasure of the board.
By-Laws 7
<PAGE>
ARTICLE IV - OFFICERS
1. NUMBER.
The officers of the corporation shall be a president, a vice-president,
a secretary and a treasurer, each of whom shall be elected by the directors.
Such other officers and assistant officers as may be deemed necessary may
be elected or appointed by the directors.
2. ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the directors shall be
elected annually at the first meeting of the directors held after each annual
meeting of the stockholders. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided.
3. REMOVAL.
Any officer or agent elected or appointed by the directors may be
removed by the directors whenever in their judgment the best interests of the
corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.
4. VACANCIES.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the unexpired
portion of the term.
5. PRESIDENT.
The president shall be the principal executive officer of the
corporation and, subject to the control of the directors, shall in general
supervise and control all of the business and affairs of the corporation. He
shall, when present, preside at all meetings of the stockholders and of the
directors. He may sign, with the secretary or any other proper officer of the
corporation thereunto authorized by the directors, certificates for shares of
the corporation, any deeds, mortgages, bonds, contracts, or other instruments
which the directors have authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the directors or
by these by-laws to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed or executed; and in general shall perform
By-Laws 8
<PAGE>
all duties incident to the office of president and such other duties as may be
prescribed by the directors from time to time.
6. VICE-PRESIDENT.
In the absence of the president or in event of his death, inability or
refusal to act, the vice-president shall perform the duties of the president,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the president. The vice-president shall perform such other
duties as from time to time may be assigned to him by the President or by the
directors.
7. SECRETARY.
The secretary shall keep the minutes of the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see that all
notices are duly given in accordance with the provisions of these by-laws or as
required, be custodian of the corporate records and of the seal of the
corporation and keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
duties incident to the office of secretary and such other duties as from time to
time may be assigned to him by the president or by the directors.
8. TREASURER.
If required by the directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these by-laws and in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the directors.
9. SALARIES.
The salaries of the officers shall be fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the corporation.
By-Laws 9
<PAGE>
ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS.
The directors may authorize any officer or officers, agent or agents,
to enter into any contract or execute and deliver any instrument in the name of
and on behalf of the corporation, and such authority may be general or confined
to specific instances.
2. LOANS.
No loans shall be contracted on behalf of the corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the directors. Such authority may be general or confined to
specific instances.
3. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the corporation, shall be
signed by such officer or officers, agent or agents of the corporation and in
such manner as shall from time to time be determined by resolution of the
directors.
4. DEPOSITS.
All funds of the corporation not otherwise employed shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositories as the directors may select.
ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES FOR SHARES.
Certificates representing shares of the corporation shall be in such
form as shall be determined by the directors. Such certificates shall be signed
by the president and by the secretary or by such other officers authorized by
law and by the directors. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the stockholders, the
number of shares and date of issue, shall be entered on the stock transfer books
of the corporation. All certificates surrendered to the corporation for transfer
shall be canceled and no new certificate shall be issued until the former
By-Laws 10
<PAGE>
certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed or mutilated certificate a
new one may be issued there for upon such terms and indemnity to the corporation
as the directors may prescribe.
2. TRANSFERS OF SHARES.
(a) Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the corporation which shall be kept at its principal
office.
(b) The corporation shall be entitled to treat the holder of record
of any share as the holder in fact thereof, and, accordingly, shall not be bound
to recognize any equitable or other claim to or interest in such share on the
part of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of this state.
ARTICLE VII - FISCAL YEAR
The fiscal year of the corporation shall begin on the last day of the
month in each year as elected by the Directors.
ARTICLE VIII - DIVIDENDS
The directors may from time to time declare, and the corporation may
pay, dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
ARTICLE IX - SEAL
The directors shall provide a corporate seal which shall be circular in
form, and shall have inscribed thereon the name of the corporation, the state of
incorporation, year of incorporation and the words, "Corporate Seal".
By-Laws 11
<PAGE>
ARTICLE X - WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
ARTICLE XI - AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may
be adopted by a vote of the stockholders representing a majority of all the
shares issued and outstanding, at any annual stockholders' meeting or at any
special stockholders' meeting when the proposed amendment has been set out in
the notice of such meeting.
------------------------
SECRETARY
By-Laws 12
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this 10-KSB of Cofitras Entertainment, Inc., the
financial statements of Cofitras Entertainment, Inc., on page F-2 of our report
dated June 18, 1998 (which includes an explanatory paragraph relating to
substantial doubt about the Company's ability to continue as a going concern),
on the financial statements of Cofitras Entertainment, Inc. as of and for the
year ended December 31, 1997, which is a part of this 10-KSB.
/s/ Jones, Jensen & Company
Jones, Jensen & Company
Salt Lake City, Utah
July 13, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 9,690
<BONDS> 0
0
0
<COMMON> 59,041
<OTHER-SE> (68,000)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
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</TABLE>
