<PAGE>
UNITED STATES 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, 1998
Commission File No. 0-21275
ENTER TECH CORP.
----------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
(Formerly Known as Walnut Capital, Inc.)
NEVADA 84-1349553
-------------------------------- ------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identi-
Incorporation or Organization) fication Number)
430 East 6th Street, Loveland, Colorado 80537
----------------------------------------------------------
(Address of principal executive offices including zip code)
Issuer's Telephone Number, Including Area Code: (970) 669-5292
Securities Registered Pursuant to Section 12(b) of the Act: None.
Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, $.0001
Par Value
Check whether the Issuer (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 [ ]
Check if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B is not contained in this Form, and no disclosure will be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
State Issuer's revenues for its most recent fiscal year: $-0-. As of March
1, 1999, a total of 3,650,000 shares of common stock were outstanding.
Documents incorporated by reference: Such documents are found in Item 13
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
GENERAL
Enter Tech Corp., formerly known as Walnut Capital, Inc. (the "Company")
was incorporated on July 1, 1996, under the laws of the State of Nevada, to
engage in any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. The Company has been in the developmental
stage since inception and has no operations to date.
In October 1996, the Company filed a registration statement with the
Securities and Exchange Commission on Form 10-SB; wherein it registered its
common stock under Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "34 Act").
On June 2, 1998, the Company completed a merger of the Company and
Links, Ltd., a Wyoming corporation, whereby the Company was the survivor.
Pursuant to the Articles of Merger filed in the respective States of Nevada
and Wyoming, the Company's name was changed from Walnut Capital, Inc. to
Enter Tech Corp. to more accurately describe the proposed business of the
Company. Pursuant to the Agreement and Plan of Merger, the Company was to
issue 2,400,000 shares of its common stock to the sole shareholder of Links,
Ltd., Mach One Corporation, a public company. Prior to the merger
transaction the Company had 1,250,000 shares of its common stock issued and
outstanding, of which 835,000 shares were canceled as part of the merger
transaction. On the effective date of the merger transaction the Company had
3,650,000 shares of its common stock issued and outstanding. Thus, Mach One
Corporation currently owns approximately 65.7% of the issued and outstanding
common stock of the Company and it is essentially a majority-owned subsidiary
of Mach One Corporation.
As part of the merger transaction officers of the Company resigned, a
new board of directors was appointed and new officers were elected.
The Company's offices are located at 430 East 6th Street, Loveland,
Colorado 80537, and its telephone number is (970) 669-5292.
DESCRIPTION OF BUSINESS
The Company is a successor to Links, Ltd., a Wyoming corporation,
incorporated on August 18, 1997, which was a wholly-owned subsidiary of Mach
One and was a development stage company for accounting purposes. The Company
and its predecessor has had no revenues from operations from its inception.
Links, Ltd. was incorporated for the purpose of developing kiosks, or vending
machines, through which to market computer software, music and possibly
digital video products. As conceived, each kiosk vending machine would have
software, music and eventually digital video stored on disks or hard drives
and potential customers would place an order into the machine to purchase
software, music and eventually digital television from a menu, triggering the
machine to imprint the product on a compact disk ("CD"). As conceived, the
CD imprint time is expected to
<PAGE>
take approximately 3 to 4 minutes, at which time the CD would be ejected from
the kiosk to the waiting customer. Purchases would be made by use of credit
cards or so-called smart cards read by the kiosk. As conceived, each kiosk
would be linked by telephone line and computer modem to the Company's
administrative offices to permit monitoring, performance analysis, addition
and subtraction of software and music selections and eventually digital
television selections. Further the telephone and computer modem would permit
confirmation of credit card and smart card purchases.
Links, Ltd. had, through outside vendors and some in-house expertise,
constructed a prototype of a proposed kiosk at the time of the merger
transaction. Since that time the prototype has undergone further refinement
and modification. At this time additional modification and testing is being
undertaken by an outside vendor/engineering firm located at Broomfield,
Colorado. The Company has no firm date as to when it will be able to begin
mass producing the kiosk; however, management is hopeful such production will
commence in the next few months. It currently has orders for the purchase of
thirty units at $50,000 per unit from Dr. A. W. Hogan, who is also a member
of the Company's board of directors. The Company, as a successor to Links,
Ltd., has a contract with Dr. Hogan for the marketing and administration of
sales through certain identified locations and the division of profits after
Dr. Hogan has recovered his cost.
There is no assurance that the kiosks will function as planned, be
manufactured at a unit cost as anticipated nor be ready for delivery within
the next few months. All of these factors will bear on the Company's ability
to generate revenues from any projected sales. The Company is currently
seeking funding in the form of equity and debt financing from independent
sources. The initial funding is for $500,000 which is expected to be utilized
over a period of six months for research and development, manufacturing, if
appropriate, marketing and administration. The Company has not finalized the
terms of such funding nor located purchasers committed to such funding.
COMPETITION
The area of business in which the Company intends to engage is crowded
with many vendors and marketers, ranging from small to some of the largest
retail companies. The Company is not aware of any entity which is currently
marketing computer software, music or digital television in the manner in
which the Company is proposing, through kiosks. However, there can be no
guarantee that the Company will be able to successfully market its products
and to become profitable.
EMPLOYEES
As of December 31, 1998 the Company had one full time employee, which
was also an officer of the Company.
ITEM 2. DESCRIPTION OF PROPERTY.
From inception until June 2, 1998, the Company has maintained its office
in space provided by its former Company's President, at no charge. After the
Company's acquisition of Links, Ltd., the Company's offices moved to 430 East
6th Street, Loveland, Colorado 80537. This office space is
<PAGE>
leased by the Company's major shareholder, Mach One Corporation. The Company
currently pays $900 per month rent for this space. The Company owns no real
property.
ITEM 3. LEGAL PROCEEDINGS.
There are no pending legal proceedings, and the Company is not aware of
any threatened legal proceedings to which the Company is a party.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year ended December 31, 1998.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(a) MARKET INFORMATION. As of December 31, 1998, no public market for
any securities of the Company had developed, and no firm had undertaken to
make a market in the Company's securities. When a public market develops,
market makers and other dealers will provide bid and ask quotations of the
Company's Common Stock under the symbol "ENTR." Trading will be conducted in
the over-the-counter market on the NASD's "Electronic Bulletin Board."
(b) APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK. The number of record
holders of the Company's $.0001 par value common stock at March 1, 1999 was
approximately sixty-eight.
(c) DIVIDENDS. No dividends have been declared or paid by the Company
since inception.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
Results of Operations
During the period from the Company's inception on July 1, 1996 until
June 2, 1998, the Company engaged in no significant operations other than the
search for possible acquisition candidates. No revenues were received by the
Company during this period other than a limited amount of interest income.
Since the Company's acquisition of Links, Ltd., the Company has focused on
developing a market for its products and on raising capital. The Company
currently remains in the development stage and has generated no revenues as
of December 31, 1998.
Liquidity and Capital Resources
<PAGE>
As of the end of the reporting period, the Company had no material cash
or cash equivalents. There was no significant change in working capital
during this fiscal year.
Management feels that the Company has inadequate working capital to
pursue its proposed operations. To develop its operations, the Company must
utilize additional capital which it must acquire, either itself or with joint
venture partners or investors. The Company has not entered into any agreement
with a partner but expects to require additional financing for its
operations. The Company cannot predict when its funding program will occur.
As of December 31, 1998, the Company had no material commitments for capital
expenditures.
The Company has no plans to pay dividends to its shareholders
ITEM 7. FINANCIAL STATEMENTS.
The financial statements are set forth on pages F-1 through F-8 hereto.
<PAGE>
INDEX TO FINANCIAL STATEMENTS
ENTER TECH CORP.
(A Development Stage Company)
FINANCIAL STATEMENTS
with
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
<TABLE>
<S> <C>
Report of Independent Certified Public Accountants F-2
Financial Statements:
Balance Sheet F-3
Statements of Operations F-4
Statement of Changes in Stockholders'
(Deficit) F-5
Statements of Cash Flows F-6
Notes to Financial Statements F-7
</TABLE>
F-1
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Enter Tech Corp.
Loveland, CO
We have audited the accompanying balance sheet of Enter Tech Corp. (a
development stage company) as of December 31, 1998, and the related
statements of operations, stockholders' (deficit) and cash flows for the year
ended December 31, 1998, the period from August 18, 1997 (date of inception)
to December 31, 1997 and the period from August 18, 1997 (date of inception)
through December 31, 1998. 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 audits 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 that 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 Enter Tech Corp. (a
development stage company) as of December 31, 1998, and the results of its
statements of operations, stockholders' (deficit) and cash flows for the year
ended December 31, 1998, the period from August 18, 1997 (date of inception)
to December 31, 1997 and the period from August 18, 1997 (date of inception)
through December 31, 1998 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 described in Note 1, the Company
has suffered recurring losses from operations and has a net working capital
deficiency that raise substantial doubts about its ability to continue as a
going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
Schumacher & Associates, Inc.
Certified Public Accountants
12835 E. Arapahoe Road
Tower II, Suite 110
Englewood, CO 80112
March 30, 1999
F-2
<PAGE>
ENTER TECH CORP.
(A Development Stage Company)
BALANCE SHEET
December 31, 1998
<TABLE>
<S> <C>
ASSETS
Current Assets: $ -
-----------
License and other intangible assets, net
of valuation allowance of $227,943 -
-----------
TOTAL ASSETS $ -
-----------
-----------
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
Accounts payable 1,125
Customer deposits 60,000
Payable, related parties 72,724
-----------
Total Current Liabilities 133,849
-----------
TOTAL LIABILITIES 133,849
-----------
Commitments and contingencies -
(Notes 1,5,6,7,8 and 9)
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 issued and outstanding 365
Additional Paid In Capital 219,638
Accumulated (Deficit) (353,852)
-----------
TOTAL STOCKHOLDERS' (DEFICIT) (133,849)
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) $ -
-----------
-----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE>
ENTER TECH CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Period For the Period
from August 18, from August 18,
1997 (date of 1997 (date of
inception) inception)
Year Ended through through
December 31, December 31, December 31,
1998 1997 1998
----------- ----------- -----------
<S> <C> <C> <C>
Revenue $ - $ - $ -
----------- ----------- -----------
Expenses:
Management fees 22,500 7,500 30,000
Supplies 2,729 555 3,284
Professional fees 48,487 13,908 62,395
Rent 10,287 2,658 12,945
Travel 6,983 2,080 9,063
Telephone 5,177 1,223 6,400
Other 1,822 - 1,822
Write down of carrying value
of Technology and License
Agreement 17,943 210,000 227,943
----------- ----------- ----------
Total Operating Expenses 115,928 237,924 353,852
----------- ----------- ----------
Net (Loss) $ (115,928) $ (237,924) $ (353,852)
----------- ----------- ----------
Per Share $ (.03) $ (.07) $ (.10)
----------- ----------- ----------
----------- ----------- ----------
Weighted Average Shares
Outstanding 3,650,000 3,235,000 3,650,000
----------- ----------- ----------
----------- ----------- ----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE>
ENTER TECH CORP.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
For the Period from August 18, 1997 (date of inception) through
December 31, 1998
<TABLE>
<CAPTION>
Additional
Preferred Stock Common Stock Paid-in Accumulated
No./Shares Amount No./Shares Amount Capital (Deficit) Total
---------- ------ ---------- -------- ---------- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at August 18, 1997 - $ - - $ - $ - $ - $ -
Common stock issued for
cash, at inception, at
$.01 per share - - 2,400,000 240 235,684 - 235,924
Net loss-period ended
December 31, 1997 - - - - - (237,924) (237,924)
--------- ----- --------- ------- --------- ---------- ----------
Balance at December 31, 1997 - - 2,400,000 240 235,684 (237,924) (2,000)
Recapitalization - - 1,250,000 125 (16,046) - (15,921)
Net loss-year ended
December 31, 1998 - - - - - (115,928) (115,928)
--------- ----- --------- ------- --------- ---------- ----------
Balance at December 31, 1998 - $ - 3,650,000 $ 365 $ 219,638 $ (353,852) $ (133,849)
--------- ----- --------- ------- --------- ---------- ----------
--------- ----- --------- ------- --------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-5
<PAGE>
ENTER TECH CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Period For the Period
from August 18, from August 18,
1997 (date of 1997 (date of
inception) inception)
Year Ended through through
December 31, December 31, December 31,
1998 1997 1998
----------- --------------- ---------------
<S> <C> <C> <C>
Operating Activities:
Net (Loss) $ (115,928) $ (237,924) $ (353,852)
Adjustment to reconcile net
(loss) to net cash provided
by operating activities:
(Increase) decrease in
other current assets 500 (500) -
Increase in customer
deposits 60,000 - 60,000
(Decrease) in accounts
payable and accrued
expenses 1,125 - 1,125
---------- ----------- ----------
Net Cash (Used in)
Operating Activities (54,303) (238,424) (292,727)
---------- ----------- ----------
Cash Flows from Investing
Activities - - -
---------- ----------- ----------
Cash Flows from Financing
Activities:
Common stock issued
and additional paid-in
capital (15,921) 235,924 220,003
Increase in payable,
related parties 65,224 7,500 72,724
---------- ----------- ----------
Net Cash Provided by
Financing Activities 49,303 243,424 292,727
---------- ----------- ----------
Increase (decrease) in Cash (5,000) 5,000 -
Cash, Beginning of Period 5,000 - -
---------- ----------- ----------
Cash, End of Period $ - $ 5,000 $ -
---------- ----------- ----------
---------- ----------- ----------
Interest Paid $ - $ - $ -
---------- ----------- ----------
---------- ----------- ----------
Income Taxes Paid $ - $ - $ -
---------- ----------- ----------
---------- ----------- ----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-6
<PAGE>
ENTER TECH CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
(1) SUMMARY OF ACCOUNTING POLICIES
This summary of significant accounting policies of Enter Tech Corp. (a
development stage company) (Company) is presented to assist in
understanding the Company's financial statements. The financial statements
and notes are representations of the Company's management who is
responsible for their integrity and objectivity. These accounting policies
conform to generally accepted accounting principles and have been
consistently applied in the preparation of the financial statements.
(a) DESCRIPTION OF BUSINESS
The Company was organized on June 14, 1996 as a Colorado corporation
in order to evaluate, structure and complete a merger with, or
acquisition of, prospects consisting of private companies,
partnerships or sole proprietorships. Effective June 2, 1998, the
Company completed a business combination with Links, Ltd. as described
in Note (2).
The Company has selected December 31 as its year end.
(b) USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
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 revenue
and expenses during the reporting period. Actual results could differ
from those estimates.
(c) BASIS OF PRESENTATION - GOING CONCERN
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplates
continuation of the Company as a going concern. However, the Company
has sustained operating losses since its inception and has a net
capital deficiency. Management is attempting to raise additional
capital.
In view of these matters, realization of certain of the assets in the
accompanying balance sheet is dependent upon continued operations of
the Company, which in turn is dependent upon the Company's ability to
meet its financial
F-7
<PAGE>
ENTER TECH CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
(c) BASIS OF PRESENTATION - GOING CONCERN, CONTINUED
requirements, raise additional capital, and the success of its future
operations.
Management is in the process of attempting to raise additional capital
and reduce operating expenses. Management believes that its ability to
raise additional capital and reduce operating expenses provide an
opportunity for the Company to continue as a going concern.
(d) INCOME TAXES
As of December 31, 1998, the Company had net operating losses
available for carryover to future years of approximately $353,852,
expiring in various years through 2012. Utilization of these
carryovers may be limited if there is a change in control of the
Company. As of December 31, 1998, the company has total deferred tax
assets of approximately $70,770 due to operating loss carryforwards.
However, because of the uncertainty of potential realization of these
tax assets, the Company has provided a valuation allowance for the
entire $70,770. Thus, no tax assets have been recorded in the
financial statements as of December 31, 1998.
(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.
F-8
<PAGE>
ENTER TECH CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
(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.
(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.
(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.
F-9
<PAGE>
ENTER TECH CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
(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.
(9) SUBSEQUENT EVENTS
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.
F-10
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
FINANCIAL DISCLOSURE.
There have been no disagreements between the Company and its independent
accountants on any matter of accounting principles or practices or financial
statement disclosure since the Company's inception.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The Directors and Officers of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Positions and Offices Held
---- --- --------------------------
<S> <C> <C>
Josh Foss 53 President and Treasurer
David Matus 41 Director
A. W. Hogan 57 Director
Gene Gregory 45 Secretary and Director
</TABLE>
The Company's Directors will serve in such capacity until the next
annual meeting of the Company's shareholders and until their successors have
been elected and qualified. The officers serve at the discretion of the
Company's Directors. There are no family relationships among the Company's
officers and directors, nor are there any arrangements or understandings
between any
<PAGE>
of the directors or officers of the Company or any other person pursuant to
which any officer or director was or is to be selected as an officer or
director.
The Company presently has no committees.
Set forth below are the names of all Directors and Executive Officers of
the Company, all positions and offices with the Company held by each such
person, the period during which he has served as such, and the business
experience of such persons during at least the last five years:
JOSH FOSS. Mr. Foss has been the President and Treasurer of the Company
since June, 1998. For the past six years, he has worked as a consultant with
various clients in business turnaround situations. For a period of
approximately eleven years, he was President, Chief Executive Officer, and
owner of Shelltex, Inc., which was a private company which developed and
built real estate subdivisions.
DAVID MATEUS. Mr. Mateus has been a Director of the Company since June,
1998. He has over fourteen years of experience in the design, installation,
training and documentation of micro computer business systems. He spent six
years with RLM and Associates as the Regional Sales Manager for Florida. Mr.
Mateus will be primarily responsible for the management of the sales program
of the Multimedia Kiosk Centers through the QuickGold 2000 Program.
A.W. HOGAN. Dr. Hogan has been a Director of the Company since June,
1998. He has most recently been involved as an investor in small businesses.
He was originally in private practice in Optometry for approximately five
years. He then joined Malbar Vision Center and International Contact Lens,
with corporate offices in Omaha, Nebraska. He helped to develop that
organization into a franchising company. He was involved with that
organization for approximately twenty-five years. After that organization was
sold, he relocated to Texas and purchased four Optometry offices. He sold
these offices after ten years of ownership. Dr. Hogan has a B.S. and O.D. in
Optometry.
GENE GREGORY. Mr. Gregory has been Secretary and a Director of the
Company since June, 1998. He has spent most of his career as a building
contractor. He received his California State Contractors License in 1989. He
is currently actively involved in a number of commercial building projects.
ITEM 10. EXECUTIVE COMPENSATION.
The Company's Officers and Directors currently receive no salary from
the Company and have received no salary for the past three fiscal years.
Effective July 1, 1998, the Company entered into a one year contract
with an individual to become a 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 him to date, including
the issuance of shares of stock.
<PAGE>
The Company has no retirement, pension, profit-sharing or insurance or
medical reimbursement plans covering its Officers and Directors.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of December 31, 1998, the stock
ownership of each person known by the Company to be the beneficial owner of
five percent or more of the Company's Common Stock, each Director
individually and all Directors and Officers of the Company as a group:
<TABLE>
<CAPTION>
Name and Address Amount of Beneficial
of Beneficial Owner Ownership Percentage of Class
------------------- -------------------- -------------------
<S> <C> <C>
Mach One Corporation 2,400,000 (1) 65.7%
430 East 6th Street
Loveland, Colorado 80537
Josh Foss -0-
1800 South State Street
Orem, Utah 84097
Mike Handy -0-
1947 South Columbia Lane
Orem, Utah 84097
David Matus -0-
8854 Coneflower Place
Parker, Colorado 80134
A. W. Hogan -0-
705 West 2nd Street
Gordon, Nebraska 69343
Gene Gregory -0-
561 Red Deer Road
Franktown, Colorado 80116
All Executive Officers and -0-
Directors as a Group
(5 Persons)
</TABLE>
(1) An error occurred with respect to the issuance of certain shares in the
acquisition of Links, Ltd. by Walnut Capital, Inc. All parties agree that
the transaction should have been made for a total of 2,400,000 shares of
Walnut Capital, Inc., rather than for 3,235,000 shares, as shown
<PAGE>
in the documents and as previously reported in the Company's disclosure
documents. The Company has undertaken steps to rectify this situation.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company has a joint venture agreement with one of its Directors,
A.W. Hogan for the marketing and administration of sales through certain
identified locations and the division of profits after Dr. Hogan has
recovered related costs. The Company currently has orders for the purchase of
thirty units at $50,000 per unit from Dr. Hogan.
The Company's offices are located at 430 East 6th Street, Loveland,
Colorado 80537. This office space is leased by the Company's major
shareholder, Mach One Corporation. The Company pays $900 per month at this
location.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) 3. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION LOCATION
- ------- ----------- --------
<S> <C> <C>
3 Articles of Incorporation Incorporated by reference to
Exhibit 2.1 to the Registrant's
Form 10-SB Registration
Statement filed on 8/28/96,
1996 (No. 0-21275)
3 Bylaws Incorporated by reference to
Exhibit 2.2 to the Registrant's
Form 10-SB Registration
Statement filed on 8/28/96,
1996 (No. 0-21275)
10 Lock-up Agreements by Incorporated by reference to
Company Shareholders Exhibit 3.1 to the Registrant's
Form 10-SB Registration
Statement filed on 8/28/96,
1996 (No. 0-21275)
10B Joint Venture Agreement Incorporated by reference to
with A.W. Hogan Exhibit 10-B of the Registrant's
Form 8-K filed 6/2/98
1998 (No. 0-21275)
</TABLE>
(b) REPORTS ON FORM 8-K. No reports on Form 8-K were filed during the
quarter ended December 31, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned thereunder duly authorized.
SIGNATURE TITLE DATE
/s/ Josh Foss President, Treasurer March 30, 1999
(Principal Financial and
Accounting Officer)
/s/ David Matus Director March 30, 1999
/s/ A. W. Hogan Director March 30, 1999
/s/ Gene Gregory Secretary and Director March 30, 1999
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ENTER TECH
CORP. 12/31/98 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 133,849
<BONDS> 0
0
0
<COMMON> 365
<OTHER-SE> (134,214)
<TOTAL-LIABILITY-AND-EQUITY> (133,849)
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 115,928
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (115,928)
<INCOME-TAX> 0
<INCOME-CONTINUING> (115,928)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (115,928)
<EPS-PRIMARY> (.03)
<EPS-DILUTED> 0
</TABLE>
