<PAGE>
FORM 10-QSB - Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
[ X ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the period ended September 30, 1998
---------------------
or
[ ] Transition Report Pursuance to Section 13 or 15(d) of the Securities
Exchange act of 1934.
For the transition period from to
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Commission File Number
ENTER TECH CORP.
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(Exact name of registrant as specified in its charter)
Nevada 84-1349553
------------------------------ ---------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
430 East 6th Street, Loveland, CO 80537
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(Address of principal executive offices) (Zip Code)
(303) 669-5292
--------------------------------------------------
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed
since last report.)
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.
[ X ] Yes [ ] No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicated by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.
[ ] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of September 30, 1998, Registrant had 3,650,000 shares of common stock,
$.0001 par value, outstanding.
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INDEX
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Page
Number
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Part I. Financial Information
Item I. Financial Statements
Balance Sheets as of September 30, 1998
and December 31, 1997 (Unaudited) 2
Statements of Operations, Three and Nine
Months Ended September 30, 1998 (Unaudited) 3
Statements of Cash Flows, Three and Nine
Months Ended September 30, 1998 (Unaudited) 4
Notes to Financial Statements 5
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of
Operations 7
Part II. Other Information 8
1
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ENTER TECH CORP.
BALANCE SHEETS
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
------------- ------------
<S> <C> <C>
Current Assets
Cash $ - $ 5,000
Other - 500
----------- ----------
Total Current Assets - 5,500
License and other intangible assets, net
of valuation allowance of $227,943 - -
----------- ----------
Total Assets $ - $ 5,500
=========== ==========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
<S> <C> <C>
Current Liabilities:
Accounts payable $ 1,500 $ -
Customer deposits 60,000 -
Payable, related parties 53,573 7,500
----------- ----------
Total Current Liabilities 115,073 7,500
----------- ----------
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
4,400,000 shares issued and
outstanding at September 30, 1998,
and 3,235,000 shares issued and
outstanding at December 31, 1997 365 324
Additional paid-in capital 219,638 235,600
Accumulated deficit (335,076) (237,924)
--------- ---------
Total Stockholders' (Deficit) (115,073) (2,000)
------------ ------------
Total Liabilities and Stockholders' (Deficit) $ - $ 5,500
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE>
ENTER TECH CORP.
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
>CAPTION>
Nine Months Three Months
Ended Ended
September 30, September 30,
1998 1998
------------- -------------
<S> <C> <C>
Revenues $ - $ -
----------- -----------
Operating Expenses:
Management fees 30,000 22,500
Supplies 2,794 1,962
Professional fees 54,270 33,408
Rent 10,245 6,258
Travel 5,884 2,765
Telephone 3,940 2,103
Write down of carrying value
of Technology and License
Agreement 227,943 210,000
---------- ---------
Total Operating Expenses 335,076 278,996
------------ -----------
Net Loss $ (335,076) $ (278,996)
------------ -----------
Per Share $ (.09) $ (.08)
============ ===========
Weighted Average Number
of Shares Outstanding 3,650,000 3,650,000
============ ===========
</TABLE>
The accompanying notes are an integral part of the financial
statements.
3
<PAGE>
ENTER TECH CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Three Months
Ended Ended
September 30, September 30,
1998 1998
------------- -------------
<S> <C> <C>
Cash Flows Operating Activities:
Net (loss) $ (335,076) $ (278,996)
Decrease in other current
assets 500 -
Stock issued for services 7,500 7,500
Increase in customer deposits 60,000 60,000
Increase (decrease) in
accounts payable 1,500 (3,734)
Other 2,000 2,000
--------- ----------
Net Cash (Used in) Operating
Activities (263,576) (213,230)
Cash Flows from Investing
Activities - -
--------- ----------
Cash Flows from Financing
Activities:
Common stock issued and
additional paid-in capital 220,003 181,153
Increase in payable,
related party 38,573 31,073
---------- ----------
Net Cash Provided by
Financing Activities 258,576 212,226
----------- -----------
(Decrease) in Cash (5,000) (1,004)
Cash, Beginning of Period 5,000 1,004
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Cash, End of Period $ - $ -
========== ==========
Interest Paid $ - $ -
========== ==========
Income Taxes Paid $ - $ -
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial
statements.
4
<PAGE>
ENTER TECH CORP.
NOTES TO FINANCIAL STATEMENTS
September 30, 1998 (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. 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. At the time of the business combination, 835,000
of the Company's common stock were cancelled. Since the
controlling shareholders of Links, Ltd. own 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,
therefore, comparative financial statements for prior periods
have not been presented.
5
<PAGE>
ENTER TECH CORP.
NOTES TO FINANCIAL STATEMENTS
September 30, 1998 (Unaudited)
(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 nine month period ended September 30, 1998, the
Company incurred $30,000 of management fees payable to a
related party. Related party payables totalled $46,073 at
September 30, 1998.
(6) Consulting Agreement
--------------------
Effective July 1, 1998, the Company entered into a one year
agreement with the Vice President of the Company, whereby the
Vice President would provide consulting services in exchange
for fees of $500 per month and 750,000 shares of free trading
common stock of the Company, issued pursuant to an S-8
registration. As of September 30, 1998, the 750,000 shares
had not been issued and therefore have not been recorded as
outstanding. The September 30, 1998 financial statements
include an accrual of $9,000 related to the services rendered
persuant to this agreement from July 1, 1998 through September
30, 1998.
6
<PAGE>
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Enter Tech Corp. (formerly Walnut Capital, Inc.)(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) to
the financial statements.
The Company generated no revenues during the three or six month
periods ended September 30, 1998. The Company has incurred
operating expenses of $333,576 and $277,496 respectively during the
nine and three month periods ended September 30, 1998.
The Company's capital is limited. The Company is attempting to
raise additional capital.
At September 30, 1998, the Company had no material commitments for
capital expenditures, other than the Company has a $1,500,000
backlog of sales order which management anticipates will require
approximately $750,000 to acquire the inventory.
7
<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
--------------------------------
Form 8-K dated June 2, 1998 filed related to the business
combination with Links, Ltd.
EX-27 Financial Data Schedule
8
<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.
(Registrant) ENTER TECH CORP.
BY(Signature) /s/Josh Foss
(Date) January 11, 1999
9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 107,573
<BONDS> 0
0
0
<COMMON> 4,400,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 278,996
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (278,996)
<EPS-PRIMARY> (.08)
<EPS-DILUTED> (.08)
</TABLE>
