<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
Commission File Number: 0-21241
ENTER TECH CORP.
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(Exact name of small business issuer as specified in its charter)
Nevada 84-1349553
- ---------------------------- ---------------------------------
(State of other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
430 East 6th Street, Loveland, Colorado 80537
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(Address of principal executive offices including zip code)
(970) 669-5292
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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___
As of March 31, 1999, 3,650,000 shares of common stock, $.0001 par value per
share, were outstanding.
Transitional Small Business Disclosure Format (check one): Yes__ No X
<PAGE>
INDEX
<TABLE>
<CAPTION>
Page
Number
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<S> <C>
Part I. Financial Information
Item I. Financial Statements
Balance Sheets as of March 31, 1999
(Unaudited) and December 31, 1998 3
Statements of Operations, Three Months
Ended March 31, 1999 and March 31, 1998
(Unaudited) 4
Statements of Cash Flows, Three Months
Ended March 31, 1999 and March 31, 1998
(Unaudited) 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of
Operations 8
Part II. Other Information 9
</TABLE>
2
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ENTER TECH CORP.
BALANCE SHEETS
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
March 31 December 31
1999 1998
<S> <C> <C>
Current Assets
Cash $ - $ -
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Total Current Assets - -
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License and other intangible assets,
net of valuation allowance of $227,943 - -
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Total Assets $ - $ -
----------- ----------
----------- ----------
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
Accounts payable $ 2,700 $ 1,125
Customer deposits 60,000 60,000
Payable, related parties 119,912 72,724
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Total Current Liabilities 182,612 133,849
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Stockholders' (Deficit):
Preferred Stock, $.0001 par value,
5,000,000 shares authorized
none issued and outstanding - -
Common Stock, $.0001 par value,
100,000,000 shares authorized
3,650,000 shares issued and
outstanding 365 365
Additional paid-in capital 219,638 219,638
Accumulated deficit (402,615) (353,852)
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Total Stockholders' (Deficit) (182,612) (133,849)
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Total Liabilities and
Stockholders' (Deficit) $ - $ -
----------- ----------
----------- ----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
ENTER TECH CORP.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
March 31, March 31,
1999 1998
<S> <C> <C>
Revenues $ - $ -
------------ ------------
Operating Expenses:
Management fees - 3,750
Supplies 496 416
Professional fees 39,200 10,431
Rent 2,700 1,993
Travel 2,255 1,559
Telephone 2,009 919
Other 2,103 8,971
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Total Operating Expenses 48,763 28,039
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Net Loss $ (48,763) $ (28,039)
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------------ ------------
Per Share $ (.01) $ (.01)
------------ ------------
------------ ------------
Weighted Average Number
of Shares Outstanding 3,650,000 3,650,000
------------ ------------
------------ ------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
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ENTER TECH CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
March 31, March 31,
1999 1998
<S> <C> <C>
Cash Flows Operating Activities:
Net (loss) $ (48,763) $ (28,039)
Decrease in other current asset - 250
Increase in accounts payable 1,575 -
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Net Cash (Used in) Operating
Activities (47,188) (27,789)
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Cash Flows from Investing
Activities - -
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Cash Flows from Financing
Activities:
Common stock issued and
additional paid-in capital - 19,425
Increase in payable, related
parties 47,188 3,750
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47,188 23,175
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(Decrease) in Cash - (4,614)
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Cash, Beginning of Period - 5,000
---------- ----------
---------- ----------
Cash, End of Period $ - $ 386
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---------- ----------
Interest Paid $ - $ -
---------- ----------
---------- ----------
Income Taxes Paid $ - $ -
---------- ----------
---------- ----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
ENTER TECH CORP.
NOTES TO FINANCIAL STATEMENTS
March 31, 1999 (Unaudited)
(1) CONDENSED FINANCIAL STATEMENTS
The financial statements included herein have been prepared by Enter Tech
Corp. without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures
normally included in the financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted as
allowed by such rules and regulations,and Enter Tech Corp. believes that the
disclosures are adequate to make the information presented not misleading.
It is suggested that these financial statements be read in conjunction with
the December 31, 1998 audited financial statements and the accompanying notes
thereto.
While management believes the procedures followed in preparing these
financial statements are reasonable, the accuracy of the amounts are in some
respect's dependent upon the facts that will exist, and procedures that will
be accomplished by Enter Tech Corp. later in the year.
The management of Enter Tech Corp. believes that the accompanying unaudited
condensed financial statements contain all adjustments (including normal
recurring adjustments) necessary to present fairly the operations and cash
flows for the periods presented.
(2) BUSINESS COMBINATION
On June 2, 1998, Enter Tech Corp. (Company), (formerly Walnut Capital, Inc.)
completed a business combination with Links, Ltd., a development stage
company. Pursuant to the business combination, 3,235,000 shares of the
Company's common stock were issued for 100% of the issued and outstanding
stock of Links, Ltd. Subsequently, 835,000 of the shares issued pursuant to
this business combination were cancelled resulting in 2,400,000 net shares
issued. Since the controlling shareholders of Links, Ltd. own approximately
65.7% of the Company, a controlling interest in the Company, the transaction
was accounted for as a reverse acquisition whereby, the equity accounts of
Links, Ltd. were carried over into the accompanying financial statements.
Links, Ltd. was incorporated on August 18, 1997.
(3) LICENSE AND OTHER INTANGIBLE ASSETS
The former parent company of Links, Ltd. acquired certain technology and
license rights from an unrelated third party for $227,943. These intangible
assets were contributed to Links, Ltd. Management of the Company reviewed
the intangible assets for impairment and provided a valuation allowance for
the total $227,943.
(4) ALLOCATED EXPENSES
Links, Ltd. was charged with various operating expenses allocated from its
former parent company. The expenses were recorded in the Statement of
Operations and shown as additional paid-in capital.
6
<PAGE>
ENTER TECH CORP.
NOTES TO FINANCIAL STATEMENTS
March 31, 1999 (Unaudited)
(5) PAYABLE, RELATED PARTY
During the year ended December 31, 1998, the Company incurred $30,000 of
management fees payable to a related party. Related party payables totaled
$72,724 at December 31, 1998.
(6) CONSULTING AGREEMENT
Effective July 1, 1998, the Company entered into a one year contract with the
Vice President of the Company, which would require this individual to provide
consulting services for fees of $500 per month and 750,000 shares of stock to
be issued pursuant to a Form S-8 Registration Statement. This individual has
never become an officer of the Company, and the Company has paid no
compensation to this individual to date and has not issued the shares of
stock. The December 31, 1998 financial statements include an accrual of
$10,000 related to services performed by this individual.
Effective January 1, 1999, the Company entered into an agreement with a
consultant to assist in completing a private placement or secondary offerings
in the amount of $5,000,000 for the purpose of adding capital for the
Company, and other consulting services. The consultant is to be paid $5,000
per month and 200,000 restricted shares of common stock per year. The
agreement expires on December 31, 2001.
Effective January 5, 1999, the Company entered into an agreement with a
consultant to attempt to build revenues of the Company and assist in the
development of the Company's product. The consultant is to be paid $5,000 per
month plus expenses. The term is for two years, expiring December 31, 2001,
with an option to renew for two additional years.
(7) MARKETING AND ADMINISTRATION OF SALES AGREEMENT
The Company has entered into an agreement with a director of the Company for
the marketing and administration of sales through certain identified
locations and the division of profits after the director has recovered
related costs. The company currently has orders for the purchase of thirty
units at $50,000 per unit from the director. The Company received $60,000 of
deposits related to these orders.
(8) RELATED PARTY TRANSACTIONS
From inception until June 2, 1998, the Company had maintained its office in
space provided by its former President at no charge. After the business
combination, the Company moved its office to Loveland, Colorado. This office
space is leased by the Company's controlling shareholder. The Company
currently pays $900 per month for this space.
7
<PAGE>
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Enter Tech Corp. (the "Company") was organized as a Colorado corporation on
June 14, 1996, in order to evaluate, structure and complete a merger with, or
acquisition of, prospects consisting of private companies, partnerships of
sole proprietorships. Effective June 2, 1998, the Company completed a
business combination with Links, Ltd. as described in Note (2) of the
financial statements.
The Company generated no revenues during the quarter ended March 31, 1999,
and management does not anticipate any revenues until following the
conclusion of a merger or acquisition, if any, as contemplated by the
Company's business plan.
The Company's capital is limited. The Company anticipates operational costs
will be limited until such time as significant evaluation work is undertaken
regarding prospective mergers or acquisitions.
8
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. None.
Item 2. Changes in Securities. None.
Item 3. Defaults upon Senior Securities. None.
Item 4. Submission of Matters to a Vote of Security Holders. None.
Item 5. Other Information. None.
Item 6. Exhibits and Reports on Form 8-K. None.
9
<PAGE>
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.
ENTER TECH CORP.
Date: May 13, 1999 By: /s/ Josh Foss
-----------------------------------
Josh Foss, President
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND STATEMENTS OF OPERATIONS FOUND ON PAGES 3 AND 4 OF THE COMPANY'S FORM
10-QSB FOR THE YEAR TO DATE, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<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> 152,612
<BONDS> 0
0
0
<COMMON> 365
<OTHER-SE> (182,977)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 48,763
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (48,763)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
