FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: June 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM N/A TO
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COMMISSION FILE NUMBER : 33-03328-D
COFITRAS ENTERTAINMENT, INC.
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(Exact name of Registrant as specified in its charter)
Nevada 87-0542172
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification #)
7829 South 3500 East
Salt Lake City, Utah 84121
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(Address of principal executive offices)
(Zip Code)
(801) 944-4452
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(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Sections 12, 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 report(s), and (2) has been
subject to such filing requirements for the past 90 days.
YES X NO as to filing YES X NO as to filing requirement
--- --- --- ---
The number of shares outstanding at June 30, 1999: 8,984,025
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<TABLE>
<CAPTION>
COFITRAS ENTERTAINMENT, INC.
INDEX
Page
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PART I. FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements....................................................Exhibit
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations..............................8
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of
Security Holders.................................................10
Item 5. Other Information................................................10
Item 6. Exhibits.........................................................11
</TABLE>
[Inapplicable Items Have Been Omitted]
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<TABLE>
<CAPTION>
COFITRAS ENTERTAINMENT, INC.
(A Development Stage Enterprises)
CONDENSED BALANCE SHEET
June 30, 1999
(UNAUDITED)
ASSETS
<S> <C>
Current Assets
Deposit with legal counsel $ 659
Total Current Assets 659
-------------
Total Assets $ 659
=============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable $ 19,280
-------------
Total Current Liabilities 19,280
-------------
Stockholders' Deficit
Common stock - $0.001 par value; 75,000,000 shares
authorized; 8,984,025 shares issued and outstanding 8,984
Additional paid-in capital 206,934
Deficit accumulated during the development stage (234,539)
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Total Stockholders' Deficit (18,621)
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Total Liabilities and Stockholders' Equity $ 659
=============
</TABLE>
See the accompanying notes to condensed financial statements.
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<PAGE>
<TABLE>
<CAPTION>
COFITRAS ENTERTAINMENT, INC.
(A Development Stage Enterprise)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Cumulative From
April 12, 1989
For the Three Months For the Six Months (Beginning of
Ended June 30, Ended June 30, Development Stage)
-------------------------- ---------------------- through
1999 1998 1999 1998 June 30, 1999
----------- ------------- ---------- ---------- ------------------
<S> <C> <C> <C> <C> <C>
General and Administrative Expenses $ 9,822 $ 1,936 $ 12,833 $ 2,441 $ 234,539
----------- ------------- ---------- ---------- ------------------
Net Loss $ (9,822) $ (1,936) $ (12,833) $ (2,441) $ (234,539)
=========== ============= ========== ========== ==================
Basic and Diluted Loss Per Share $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.21)
=========== ============= ========== ========== ==================
Weighted Average Common Shares
Used in Per Share Calculation 8,984,025 984,025 8,984,025 984,025 $ 1,127,279
=========== ============= ========== ========== ==================
</TABLE>
See the accompanying notes to condensed financial statements.
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<PAGE>
<TABLE>
<CAPTION>
COFITRAS ENTERTAINMENT, INC.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Cumulative From
April 12, 1989
For the Six Months Ended (Beginning of
----------------------------- Development Stage)
June 30, through
1999 1998 June 30, 1999
----------- ----------- -----------------
<S> <C> <C> <C>
Cash Flows From Operating Activities
Net loss $ (12,833) $ (2,441) $ (234,539)
Adjustments to reconcile net loss to
net cash used by operating activities:
Amortization -- -- 1,183
Common stock issued for services -- -- 9,000
Expenses paid by shareholder 678 -- 678
Change in assets and liabilities:
Net change in deposit with legal counsel (659) -- (659)
Other assets -- -- 11,029
Payable to shareholder -- -- (3,003)
Accounts payable 10,814 926 21,783
----------- ----------- ---------------
Net Cash Used by Operating
Activities (2,000) (1,515) (194,528)
----------- ----------- ---------------
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
Borrowings from shareholder -- 5,000 13,800
Principal payments on borrowings
from shareholder -- -- (13,800)
Issuance of common stock for cash -- -- 86,500
Additional capital contributed 2,000 -- 84,488
----------- ----------- ---------------
Net Cash Provided by Financing Activities 2.000 5,000 170,988
----------- ----------- ---------------
Increase in Cash -- 3,485 --
Cash at Beginning of Period -- -- --
----------- ----------- ---------------
Cash at End of Period $ -- $ 3,485 $ --
=========== =========== ===============
</TABLE>
See the accompanying notes to condensed financial statements.
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<PAGE>
COIFTRAS ENTERTAINMENT, INC.
(A Development Stage Enterprise)
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization -- Cofitras Entertainment, Inc. (Company), was
incorporated on January 26, 1986 as Vantage, Inc. in the State of
Nevada. On April 12, 1989, the Company ceased operations and is
currently considered a development stage enterprise with its business
purpose being seeking a suitable merger/acquisition or joint venture
candidate. In 1995, the Company changed its name from Vantage, Inc. to
Cofitras Entertainment, Inc.
Use of Estimates -- The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Basis of Presentation -- The Company has no operations and has
accumulated losses since inception of $234,539. This situation raises
substantial doubt about its ability to continue as a going concern. The
accompanying financial statements do not include any adjustments
relative to the amount and classification of liabilities that might
result from the outcome of this uncertainty. Management is currently
seeking one or more potential business ventures through acquiring or
merging with a company with viable operations.
Basic and Diluted Loss Per Common Share -- In the fourth quarter 1998,
the Company adopted Statement of Financial Accounting Standards (SFAS)
No. 128, Earnings Per Share. Under SFAS 128, loss per common share is
computed by dividing net loss available to common stockholders by the
weighted-average number of common shares outstanding during the period.
The adoption of SFAS 128 had no effect on basis or diluted loss per
common share.
NOTE 2-PRESENTATION OF INTERIM FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company
without audit, pursuant to the rules and regulations of the Security
and Exchange Commission. Certain information and note disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to such regulations, although the Company believes that the
disclosures are adequate to make the information presented not
misleading. These financial statements should be read in conjunction
with the financial statements and notes thereto included in the
Company's most recent Annual Report on Form 10-KSB. In the opinion of
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COIFTRAS ENTERTAINMENT, INC.
(A Development Stage Enterprise)
NOTES TO CONDENSED FINANCIAL STATEMENTS
management, these financial statements include all adjustments
(consisting only of normal recurring adjustments) necessary to present
fairly the Company's financial position, the results of its
operations and its cash flows for the periods presented. The results of
operations of the six-month period ended June 30, 1999 are not
necessarily indicative of the results that may be expected for the
remainder of the fiscal year ending December 31, 1999.
NOTE 3-DEPOSIT WITH LEGAL COUNCIL
In April and June 1999, a shareholder contributed additional capital
totaling $2,000 for which no additional shares were issued. These funds
were held in a trust fund by the company's legal Counsel and used to
pay Company expenses during the three months ended June 30, 1999. The
balance remaining in the trust account was $659 as of June 30, 1999.
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<PAGE>
PART I. - Financial Information
-------------------------------
Item 1. Financial Statements. [Unaudited]
- ------------------------------------------
Attached hereto and incorporated by this reference are the unaudited
Financials Statements for Cofitras Entertainment, Inc. for the three month
period ending June 30, 1999.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
- --------------------------------------------------------------------------------
of Operations.
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Management's discussion and analysis may contain forward-looking
statements that involve risks and uncertainties. The statements contained in
this 10-QSB Report that are not purely historical are forward-looking statements
within the meaning of Section 21 E of the Exchange Act, including, without
limitation, statements regarding the Company's expectations, beliefs, estimates,
intentions, and strategies about the future. Words such as, "anticipates,"
"expects," "intends," "plans," "believes," "seeks," "estimates," "projects,"
"predicts," or variations of such words and similar expressions are intended to
identify such forward-looking statements, but their absence does not mean the
statement is not forward-looking. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties, and assumptions
that are difficult to predict; therefore, actual results may differ materially
from those expressed or forecasted in any such forward-looking statements as a
result of various factors.
Management has attempted in this section to highlight and discuss what
it believes are the more significant financial data and operating information
about the Company. As a summary, it is subject to and should be considered in
connection with the more complete Financials attached hereto.
(a) Operations & Liquidity - Cofitras does not presently have
any active business purposes or revenues and minimal assets. While current
liabilities are relatively modest ($19,280), the Company does not have any
current cash flow with which it may discharge such liabilities. Currently, the
Company is solely engaged through a principal officer, Dennis Madsen, in seeking
potential acquisition, merger, or other reorganizational opportunities by which
the Company may obtain assets and an active business purpose. No assurance of
success with regard to these efforts can be made, nor the terms under which a
reorganization, acquisition, or business type of restructuring may be
implemented. Shareholders should realize that any reorganization or
restructuring of the Company for business purposes will almost certainly result
in additional shares being issued to a merger or acquisition candidate supplying
either an active business purpose and/or assets leading to pursuit of an active
business purpose. The net result of any such reorganization is that the
percentage of ownership of existing shareholders will almost certainly be
significantly reduced and shareholders may further suffer some dilution to their
sharehold value. However, dilution is not anticipated to be a significant factor
in any reorganization, since the current shares essentially have no tangible
value based upon the lack of assets or other interest having value presently in
the Company.
The present Company must be solely valued upon its present worth as an
inactive, no-asset based reporting company, sometimes referred to as a "public
shell." At present the Company has an accumulated deficit of approximately
$234,539, and current liabilities of approximately $19,280, with no material
assets. As previously noted, the Company does not presently have, nor has it
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<PAGE>
historically had, any revenues or resulting income. Costs of the Company, such
as those incurred in filing these reports, are primarily being financed through
loans or capital contributions to the Company from its principal shareholders,
or carried as accounts payable.
In the last audited Financial Statements for the Company for the period
ending December 31, 1998, the auditors expressed an opinion that the Company may
not be considered as a "going concern" due to lack of revenues or income.
Management would further note that while its present management is actively
engaged in seeking acquisition or merger possibilities for the Company, unless
such activities are successful within the next few months, the Company may not
be able to continue to pay and discharge the cost of maintaining the Company as
an active business corporation, and/or as a continuing Reporting Company under
the Securities and Exchange Act of 1934.
Shareholders will be notified when or if the Company is successful in a
proposed form of reorganization and may be required to vote on approval or
acceptance of such reorganization depending upon the type or nature of such a
reorganization proposal.
As previously noted in the last filed 10-KSB Report for the period
ending December 31, 1998, the Company was substantially reorganized in a
majority share acquisition closed as of March 1999. As a result of that Majority
Share Acquisition, the following parties became the majority shareholders in the
Company and also assumed management responsibilities.
<TABLE>
<CAPTION>
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Number of Percentage of Option or
Name Position Shares Held Issued & Rights*
Outstanding
Shares
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Mr. Damon President/Director 2,666,667 30% 0
Madsen
- ----------------------------------------------------------------------------------------------------------------------------
Gregory Vice President/Director 2,666,667 30% 0
Stringham
- ----------------------------------------------------------------------------------------------------------------------------
Dennis Madsen Secretary/Treasurer/Director 2,666,667 30% 0
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
* There are no outstanding options or similar stock rights in the
Company to any person.
Due to the lack of revenues or income in the Company, none of the
officers or directors are presently receiving any compensation. Officers and
directors may be allowed deferred compensation in cash or shares to be paid as
part of a future reorganizational effort, if and when negotiated.
BIOGRAPHICAL INFORMATION, PERTAINING TO THE FOREGOING OFFICERS
AND DIRECTORS IS CONTAINED IN THE LAST FILED 10-KSB REPORT OF
THE COMPANY AND WAS CURRENT AS OF THAT DECEMBER 31, 1998
REPORT.
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<PAGE>
Management's general discussion of operations and Financial Statements
is limited by and should be considered within the context of the actual
Financial Statements and Notes attached thereto and incorporated as part of Item
1 above.
(b) Year 2000 Disclosure - As many of our shareholders and
other interested parties may be aware, there is significant concern that certain
computer programs and computers are not presently configured to recognize the
year 2000 or succeeding years. This defect in computer functions could have a
serious adverse impact upon your company and other industries if various
computer programs and applications cease to function or function erroneously as
we approach the year 2000.
By way of practical illustration, software programs dealing with
accounting and banking functions within the Company could misfunction or cease
to function if not year 2000 compliant. The Company views the year 2000, or Y2K,
compliance problems it may face to fall within three general categories:
(1) The potential impact on the Company's own information
technology (IT Systems) consisting of stand alone computers and their integral
software.
(2) The potential impact of the possibility of collateral
failure or misfunction in non-IT systems due to their computer components such
as telephone systems, security systems, Company vehicles, etc.
(3) The potential adverse effect upon the Company from year
2000 failure among third party service and product suppliers upon which the
Company may depend in the future for any core products and services.
The Company believes it is addressing its year 2000 potential problems
related to its owned or leased IT systems. The Company has recently reviewed the
computer and programs which it uses and determined both the computer and
programs to be Y2K compliant.
As to non-IT systems, the Company presently does not have any systems,
but will insure that any such systems leased, bought, or acquired in the future
are certified Y2K compliant.
The Company, not having any present business purpose, cannot plan for
future Y2K problems and compliance by third parties, except to make such
planning a criteria in any future business acquisition or pursuit.
PART II. - Other Information
----------------------------
Item 4. Submission of Matters to a Vote of Security Holders
- -----------------------------------------------------------
No matters were required to be submitted to shareholder vote during the
quarter ending June 30, 1999 or are anticipated to be submitted during the third
quarter of 1999.
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Item 5. - Other Information.
- ----------------------------
The Company knows of no other material information other than as
described and set out above. For the interim period, the Company will be engaged
in attempting to assimilate changes resulting from the prior Reorganization and
to work to achieve a suitable merger or acquisition.
Item 6. Exhibits and Reports on Form 8-K.
- ------------------------------------------
(1) The attached unaudited Financials for the period ending June 30,
1999 are attached and incorporated as part I.
(2) The Company made no 8-K Filings in the quarter ending June 30,
1999.
..........................
OTHER EXHIBITS:
NONE
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
COFITRAS ENTERTAINMENT, INC.
Date: August 13, 1999 By
---------------------------
Damon Madsen
President/Director
Date: August 13, 1999 By
---------------------------
Dennis Madsen
Secretary/Treasurer
Chief Financial Officer
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 659
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 659
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> (19280)
<BONDS> 0
0
0
<COMMON> 8984025
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<TOTAL-LIABILITY-AND-EQUITY> (234539)
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</TABLE>
