AMENDMENT NO. 1
FORM 10-QSB/A
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: March 31, 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
------- -------
COMMISSION FILE NUMBER : 33-03328-D
COFITRAS ENTERTAINMENT, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Nevada 87-0542172
- ------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification #)
7829 South 3500 East
Salt Lake City, Utah 84121
----------------------------------------
(Address of principal executive offices)
(Zip Code)
(801) 944-4452
----------------------------------------------------
(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 March 31, 1999: 8,984,025
<PAGE>
BASIS AND REASON FOR AMENDMENT
Management discloses that it is filing this 10-QSB, amended, for the
period ending March 31, 1999, because the previous narrative description and
accounting information may not have sufficiently described the receipt and
distribution of the $30,000 capital investment made by the new management group
or current liabilities based upon subsequent events.
Management has made, due to subsequent events, certain minor
adjustments to the Financial Statements primarily indicating:
(i) that $27,137.00 of the $30,000 of new capital was paid as a
termination to the prior CEO;
(ii) that $2,863 of such $30,000 has been paid towards other debts
and obligations of the Company. As of March 31, 1998, the
Company had total current liabilities of $11,477 instead of
the $4,650 previously reported. Other than the foregoing
accounting matters, the Company knows of no other amendment or
changes from the previously filed 10-QSB.
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<PAGE>
COFITRAS ENTERTAINMENT, INC.
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements ................................ Exhibit
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.............3
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of
Security Holders.................................5
Item 5. Other Information................................5
Item 6. Exhibits.........................................6
[Inapplicable Items Have Been Omitted]
- 2 -
<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 March 31, 1999.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
- --------------------------------------------------------------------------------
of Operations.
- --------------
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 certain 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 or 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 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
$224,717. Current liabilities of approximately $11,477, with no material assets.
As previously noted, the Company does not presently have, nor has it
historically had, any revenues or resulting income. Costs of the Company, such
- 3 -
<PAGE>
as those incurred in filing these reports, are primarily being financed through
loans or capital contributions to the Company from its principal shareholders.
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 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
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>
=========================================================================================
Number of Percentage of Option or
Name Position Shares Held Issued & Rights*
Outstanding
Shares
- -----------------------------------------------------------------------------------------
<S> <C> <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 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.
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.
- 4 -
<PAGE>
(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 its 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 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 March 31, 1999 or are anticipated to be submitted during the
second quarter of 1999.
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 Reorganization and to
work to achieve a suitable merger or acquisition.
- 5 -
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
- -----------------------------------------
(1) The attached unaudited Financials for the period ending March
31, 1999 are attached and incorporated as part I.
(2) The Company made no 8-K Filings in the quarter ending March 31,
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: June 30, 1999 By
---------------------------
Damon Madsen
President/Director
Date: June 30, 1999 By
---------------------------
Dennis Madsen
Secretary/Treasurer
Chief Financial Officer
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<PAGE>
COFITRAS ENTERTAINMENT, INC.
(A Development Stage Enterprises)
CONDENSED BALANCE SHEET
MARCH 31, 1999
(UNAUDITED)
ASSETS
Total Assets $ --
==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable $ 11,477
----------
Total Current Liabilities 11,477
----------
Stockholders' Deficit
Common stock - $.001 par value; 75,000,000 shares
authorized; 8,984,025 shares issued and outstanding 8,984
Additional paid-in capital 204,256
Deficit accumulated during the development stage (224,717)
----------
Total Stockholders' Deficit (11,477)
----------
Total Liabilities and Stockholders' Deficit $ --
==========
See the accompanying notes to condensed financial statements.
- 7 -
<PAGE>
<TABLE>
COFITRAS ENTERTAINMENT, INC.
(A Development Stage Enterprise)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION>
Cumulative From
April 12, 1989
For the Three Months (Inception of the
Ended March 31 Development Stage)
---------------------------- through
1999 1998 March 31, 1999
----------- ----------- -----------
<S> <C> <C> <C>
General and Administrative Expenses $ 3,011 $ 505 $ 224,717
----------- ----------- -----------
Net Loss $ (3,011) $ (505) $ (224,717)
=========== =========== ===========
Basic and Diluted Loss Per Share $ (0.00) $ (0.00) $ (0.24)
=========== =========== ===========
Weighted Average Common Shares
Used in Per Share Calculation 8,984,025 984,025 930,860
=========== =========== ===========
</TABLE>
See the accompanying notes to condensed financial statements.
- 8 -
<PAGE>
<TABLE>
COFITRAS ENTERTAINMENT, INC.
(A Development Stage Enterprise)
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
Cumulative From
April 12, 1989
For the Three Months Ended (Beginning of
March 31, Development Stage)
------------------------ through
1999 1998 March 31, 1999
--------- --------- ---------
<S> <C> <C> <C>
Cash Flows From Operating Activities
Net loss $ (3,011) $ (505) $(224,717)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Amortization -- -- 1,183
Common stock issued for services -- -- 9,000
Change in assets and liabilities:
Other assets -- -- 11,029
Payable to shareholder -- -- (3,003)
Accounts payable 3,011 505 13,980
--------- --------- ---------
Net Cash Used by Operating Activities -- -- (192,528)
--------- --------- ---------
Cash Flows From Investing Activities
Cash acquired upon reorganization
of Company -- -- 23,540
--------- --------- ---------
Net Cash Provided by Investing Activities -- -- 23,540
--------- --------- ---------
Cash Flows From Financing Activities
Issuance of common stock for cash -- -- 86,500
Additional capital contributed -- -- 82,488
--------- --------- ---------
Net Cash Provided by Financing Activities -- -- 168,988
--------- --------- ---------
Increase in Cash -- -- --
Cash at Beginning of Period -- -- --
Cash at End of Period $ -- $ -- $ --
========= ========= =========
See the accompanying notes to condensed financial statements.
</TABLE>
- 9 -
<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 its prior operations. April 12, 1989 is considered the date of
inception as a development stage enterprise with its business purpose to seek 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 the development stage of $224,717. 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
recoverability and classification of asset carrying amounts or 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.
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 footnote 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-K. In the opinion of management,
these financial statements include all adjustments (consisting only of normal
recurring adjustments) necessary to present fairly the Company's financial
position at March 31, 1999 and the results of its operations and its cash flows
for the three months ended March 31, 1999 and 1998 respectively. The results of
operations for the three-month period ended March 31, 1999 are not necessarily
indicative of the results that may be expected for the remainder of the fiscal
year ending December 31, 1999.
- 10 -
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the balance
sheet as of March 31, 1999, and statements of operations for the three months
ended March 31, 1999, and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 11477
<BONDS> 0
0
0
<COMMON> 8984
<OTHER-SE> (20461)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3011
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3011)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3011)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3011)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
