<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 7, 2000
ENTER TECH CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 0-21241 84-1349553
- - ---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
430 East 6th Street, Loveland, Colorado 80537
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (970) 669-5292
<PAGE> 2
This amendment to the Current Report on Form 8-K dated January 7, 2000
relates to the acquisition of Shopping Mall On-line, Inc. by Enter Tech which
was completed effective January 7, 2000. The purpose of this amendment is to
file the financial statements of Shopping Mall On-line from September 1, 1999
through December 31, 1999 and for the year ended December 31, 1999 and the pro
forma financial statements of Enter Tech for the six months ended December 31,
1999 and the year ended December 31, 1999 which give effect to the acquisition
of Shopping Mall On-line. In addition, included in this amended Form 8-K is
information reported under Item 5 for the event which occurred on March 24,
2000.
ITEM 5. OTHER EVENTS.
On March 24, 2000, Enter Tech Corporation announced the signing of a
subscription agreement whereby Reserve Foundation Trust is to purchase 6 million
restricted shares of Enter Tech common stock, provided that all conditions to
the purchase closing are fulfilled. The private placement closing is contingent
on:
o the completion of the acquisition by Enter Tech of WavePower,
Inc., for which a non-binding letter of intent has been entered
into which calls for the acquisition of 80% of WavePower for
approximately 5 million restricted shares of Enter Tech common
stock, and for which due diligence evaluations are currently being
performed, and
o the filing of Enter Tech's annual report on Form 10-KSB with the
SEC by May 1, 2000.
Upon signing the subscription agreement, Reserve Foundation Trust
provided Enter Tech with $50,000 in interim financing, which may subsequently be
increased to a total of $250,000.
The press release by Enter Tech announcing this event is attached as an
exhibit to this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial information of business acquired.
The audited financial statements of Shopping Mall On-line from
September 1, 1999 through December 31, 1999 and for the year ended December 31,
1999 are filed herewith and appear beginning at page F-2.
(b) Pro forma financial information.
The pro forma financials statements of Enter Tech for the six months
ended December 31, 1999 and the year ended December 31, 1999 which give effect
to
<PAGE> 3
the acquisition of Shopping Mall On-line filed herewith and appear beginning at
page P-1.
(c) Exhibits.
The following exhibits are furnished as part of this report:
10.1 Agreement and Plan of Reorganization dated January 7, 2000
by and between Enter Tech, Shopping Mall On-line, Inc. and
Robert Pratt.*
99.1 Press Release of the Enter Tech dated January 10, 2000.*
99.2 Press Release of Enter Tech Corporation dated March 24, 2000
* Previously filed with the original report.
<PAGE> 4
INDEX TO FINANCIAL STATEMENTS
SHOPPING MALL ON-LINE, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
with
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Report of Independent Certified Public Accountants F-2
Financial Statements:
Balance Sheet F-3
Statement of Operations F-4
Statement of Changes in Stockholders'
(Deficit) F-5
Statement of Cash Flows F-6
Notes to Financial Statements F-7
INDEX TO PRO FORMA FINANCIAL STATEMENTS
SHOPPING MALL ONLINE, INC. (SMO)
ENTER TECH CORPORATION (ETC)
PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED)
Pro Forma Financial Statements:
Balance Sheet P-1
Statements of Operations P-2
Notes to Pro Forma Financial Statements P-3
F-1
<PAGE> 5
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Shopping Mall On-Line, Inc.
Lynden, WA
We have audited the accompanying balance sheet of Shopping Mall On-Line, Inc. (A
Development Stage Company) as of December 31, 1999, and the related statements
of operations, stockholders' (deficit) and cash flows for the period from
September 1, 1999 (date of inception) through December 31, 1999. 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 audit.
We conducted our audit 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 audit provides 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 Shopping Mall On-Line, Inc. (A
Development Stage Company) as of December 31, 1999, and the results of its
operations, changes in its stockholders' (deficit) and its cash flows for the
period from September 1, 1999 (date of inception) through December 31, 1999 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 2 to the
financial statements, the Company has suffered a loss from operations and has no
net capital that raise substantial doubt 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
2525 Fifteenth Street, Suite 3H
Denver, Colorado 80211
March 30, 2000
F-2
<PAGE> 6
SHOPPING MALL ON-LINE, INC.
(A Development Stage Company)
BALANCE SHEET
December 31, 1999
<TABLE>
<S> <C>
ASSETS
Current Assets: $ -
-----------
Total Current Assets -
TOTAL ASSETS $ -
===========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities: $ -
-----------
Total Current Liabilities -
-----------
TOTAL LIABILITIES -
Commitments and contingencies -
Stockholders' (Deficit):
Common stock, no par value
1,000,000 authorized,
100,000 issued and outstanding 500
Additional paid in capital 42,232
Accumulated deficit (42,732)
-----------
TOTAL STOCKHOLDERS' (DEFICIT) -
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) $ -
===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE> 7
SHOPPING MALL ON-LINE, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Period from September 1, 1999 (date of inception)
through December 31, 1999
<TABLE>
<S> <C>
Revenue: $ -
-----------
Operating Expenses
Salaries 9,245
Management fees 22,334
Rent 1,368
Professional fees 4,570
Other 5,215
-----------
Total Operating Expenses 42,732
-----------
Net (Loss) $ (42,732)
===========
Per share $ (.43)
===========
Weighted Number of Shares Outstanding 100,000
===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE> 8
SHOPPING MALL ON-LINE, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
For the Period from September 1, 1999 (date of inception) through
December 31, 1999
<TABLE>
<CAPTION>
Additional
Common Stock Paid-in Accumulated
No./Shares Amount Capital (Deficit) Total
---------- ------ ---------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Balance at September 1, 1999 - $ - $ - $ - $ -
Common stock issued for cash
at $.005 per share 100,000 500 - - 500
Additional paid-in capital - - 42,232 - 42,232
Net loss for the period ended
December 31, 1999 - - - (42,732) (42,732)
--------- ------ -------- --------- ---------
Balance at December 31, 1999 100,000 $ 500 $ 42,232 $ (42,732) $ -
========= ====== ======== ========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-5
<PAGE> 9
SHOPPING MALL ON-LINE, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Period from September 1, 1999 (date of inception) through
December 31, 1999
<TABLE>
<S> <C>
Cash Flows from Operating Activities:
Net (Loss) $ (42,732)
Adjustments to reconcile net loss to
net cash used in operating activities: -
-----------
Net Cash (Used in) Operating
Activities (42,732)
-----------
Cash Flows from Investing Activities: -
-----------
Cash Flows from Financing Activities:
Issuance of common stock and
paid-in capital 42,732
-----------
Net Cash Provided by Financing
Activities 42,732
-----------
Increase in Cash -
Cash, Beginning of Period -
-----------
Cash, End of Period $ -
===========
Interest Paid $ -
===========
Income Taxes Paid $ -
===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-6
<PAGE> 10
SHOPPING MALL ON-LINE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
(1) Summary of Accounting Policies
This summary of significant accounting policies of Shopping Mall
On-Line, Inc. (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) Organization and Nature of Operations
The Company was incorporated on December 20, 1999 for the
purpose of wholesale and retail of durable goods. The Company
incurred initial operating expenses on approximately September
1, 1999 as a division of a related party. The financial
statements include operations since September 1, 1999. The
Company is a development stage company since planned principal
operations have not yet commenced. 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) Income Taxes
As of December 31, 1999, the Company had net operating losses
available for carryover to future years of approximately
$43,000, expiring in various years through 2019. Utilization
of these carryovers may be limited if there is a change in
control of the Company. As of December 31, 1999, the Company
has total deferred tax assets of approximately $8,600 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
$8,600. Thus, no tax assets have been recorded in the
financial statements as of December 31, 1999.
F-7
<PAGE> 11
SHOPPING MALL ON-LINE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
(2) 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 suffered a loss from operations and has no net capital. These
matters raise substantial doubt about the Company's ability to continue
as a going concern. Management is attempting to raise additional
capital.
In view of these matters, continuing as a going concern is dependent
upon the Company's ability to meet its financing requirements, raise
additional capital, and the success of its future operations or
completion of a successful business combination. Management believes
that actions planned and presently being taken to revise the Company's
operating and financial requirements provide the opportunity for the
Company to continue as a going concern.
(3) Common Stock Issued
During the period ended December 31, 1999, the Company issued 100,000
shares of common stock for $500.
(4) Related Party Transactions
All costs related to organization and initial operating expenses were
paid by a related party on behalf of the Company and were accounted for
as additional paid-in capital. The Company incurred $22,334 in
management fees paid to an officer/shareholder of the Company. Certain
expenses of the Company were allocated from a related party. Had the
Company not had this affiliation, incurred expenses may have been
different and the differences may have been material. The Company has
agreed to pay its president a $7,000 per month salary.
(5) Subsequent Event
Effective January 7, 2000, the Company entered into an agreement with
an entity whereby eighty (80) percent of the Company=s issued and
outstanding stock was exchanged for 2,400,000 restricted shares of the
entity=s common stock.
F-8
<PAGE> 12
SHOPPING MALL ONLINE, INC. (SMO)
ENTER TECH CORPORATION (ETC)
PRO FORMA BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
ETC SMO
Pro Forma Pro Forma
December 31, 1999 December 31, 1999 Adjustments Combined
----------------- ----------------- ------------- -------------
<S> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash $ 14 $ - $ - $ 14
Total Current Assets 14 - - 14
Property and equipment, net of accumulated
depreciation 7,373 - - 7,373
---------------- ----------------- ------------- -------------
Total Assets $ 7,387 $ - $ - $ 7,387
================ ================= ============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 35,512 $ - $ - $ 35,512
Stock payable 1,103,574 - - 1,103,574
Customer deposits 60,000 - - 60,000
Notes payable, related parties 322,009 - - 322,009
Notes payable, other 15,806 - - 15,806
---------------- ----------------- ------------- -------------
Total Current Liabilities 1,536,901 - - 1,536,901
Stockholders' Equity
Common stock 385 500 (1) (500) 385
Additional paid-in capital 381,618 42,232 (1) (42,232) 381,618
Retained earnings (1,911,517) (42,732)(1) 42,732 (1,911,517)
---------------- ----------------- ------------- -------------
Total Stockholders' Equity (1,529,514) - - (1,529,514)
---------------- ----------------- ------------- -------------
Total Liabilities and Stockholders' Equity $ 7,387 $ - $ - $ 7,387
================ ================= ================ =============
</TABLE>
The accompanying notes are an integral part of the proforma financial
statements.
P-1
<PAGE> 13
SHOPPING MALL ONLINE, INC. (SMO)
ENTER TECH CORPORATION (ETC)
PRO FORMA STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
ETC SMO
Year Period
Ended December Ended December Pro Forma Pro Forma
31, 1999 31, 1999 Adjustments Combined
--------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
REVENUE: $ - $ - - $ -
--------------- -------------- -------------- --------------
OPERATING EXPENSES:
Salaries - 9,245 - 9,245
Depreciation 819 - - 819
Management fees - 22,334 - 22,334
Supplies 1,647 - - 1,647
Professional fees 198,441 4,570 - 203,011
Rent 16,200 1,368 - 17,568
Sales promotion 20,500 - - 20,500
Travel 34,281 - - 34,281
Telephone 8,718 - - 8,718
Stock issued for services 1,258,074 - - 1,258,074
Other operating expenses 18,985 5,215 - 24,200
--------------- -------------- -------------- --------------
1,557,665 42,732 - 1,600,397
--------------- -------------- -------------- --------------
Net (Loss) $ (1,557,665) $ (42,732) $ $ (1,600,397)
=============== ============== ============== ==============
Net (Loss) per Common Share $ (.27)
==============
Common Shares Outstanding 6,250,000
==============
</TABLE>
The accompanying notes are an integral part of the proforma financial
statements.
P-2
<PAGE> 14
SHOPPING MALL ONLINE, INC. (SMO)
ENTER TECH CORPORATION (ETC)
NOTES TO PRO FORMA FINANCIAL STATEMENTS
(Unaudited)
(1) General
On January 7, 2000, SMO and ETC entered into a business combination
agreement, whereby 80% of the outstanding shares of SMO was acquired by
ETC in exchange for 2,400,000 shares of ETC common stock.
This business combination will be accounted for as a purchase.
(2) Pro Forma Information
The pro forma financial statements give effect to the purchase by ETC
at the beginning of the respective periods.
(3) Pro Forma Adjustments
(1) This entry gives effect to eliminating SMO stockholders=
equity. The former shareholder of SMO owns approximately
one-third of the outstanding shares of ETC after the business
combination. No goodwill was recorded since predecessor cost
was deemed to be the most appropriate accounting basis.
P-3
<PAGE> 15
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 hereunto duly authorized.
Date: March 29, 2000 Enter Tech Corporation
By: /s/ Sam Lindsey
-------------------------
Sam Lindsey, President
<PAGE> 16
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- - ------- -----------
99.2 Press Release of Enter Tech Corporation dated March 24th, 2000.
<PAGE> 1
EXHIBIT 99.2
On March 24, 2000, Enter Tech Corporation issued the following press
release:
COMPANY PRESS RELEASE
ENTER TECH CORPORATION ANNOUNCES SUBSCRIPTION AGREEMENT FOR $10 MILLION PRIVATE
PLACEMENT OF RESTRICTED COMMON STOCK LOVELAND, Colo.--(BUSINESS WIRE)--March 24,
2000--Enter Tech Corporation (OTCBB:ENTR - news) is pleased to announce the
signing of a Subscription Agreement whereby Reserve Foundation Trust is to
purchase 6 million restricted shares of Enter Tech common stock for $10 million,
provided that all conditions to the purchase closing are fulfilled.
According to the terms, the full transfer of funds is to be completed by May 1,
2000, if the closing conditions are satisfied. Demand registration rights after
January 1, 2001, and piggyback registration rights are to be granted to Reserve
Foundation Trust. Interim debt financing in the total amount of $250,000 is also
to be provided by Reserve Foundation Trust at the rate of $50,000 per week for 5
weeks. The first $50,000 funding disbursement was made on March 23, 2000. This
debt is to be repaid upon final funding of the private placement. This initial
infusion is to fund the anticipated expansion requirements for Shopping Mall
Online, Inc., which Enter Tech recently acquired, and the business needs related
to the planned acquisition of Wave Power Corporation. A non-binding letter of
intent, which contemplates the acquisition of 80% of Wave Power for
approximately 5 million restricted shares of Enter Tech common stock, was signed
with Wave Power on February 8, 2000, and the companies are now performing due
diligence evaluations. The Reserve Foundation Trust financing is contingent upon
the completion of the Wave Power acquisition and that the Enter Tech's annual
report on Form 10-K or 10-KSB for the year ended December 31, 1999, be filed
with the SEC by May 1, 2000.
"This agreement is expected to be the catalyst for deploying all of the planned
e-commerce strategies we have developed and should enable Enter Tech Corporation
to move more aggressively ahead. With the proposed acquisition of Wave Power
Corporation and the completed acquisition of Shopping Mall Online, we continue
to make progress on our strategic plan to become an e-commerce powerhouse," said
Sam Lindsey, President of Enter Tech. "We are very excited about the
relationship we have developed with Reserve Foundation Trust and believe that
this is the beginning of a long-term association that we expect to be exciting
and beneficial and present new opportunities as we move forward."
<PAGE> 2
About Enter Tech
Enter Tech was formed in 1998 to bring new technologies to the market. Since
inception, Enter Tech has been involved in developing Internet shopping kiosks
and intends to continue to search for synergistic ways to utilize the kiosk
technology in conjunction with traditional malls and the proposed I-mall,
Shopping Mall Online, Inc.
To learn more about Enter Tech, contact Dale Kreiser with Integrity Capital toll
free at 877-318-1819 or via E-mail: [email protected].
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for certain forward-looking statements. Certain information included in this
press release (as well as information included in oral statements or other
written statements made or to be made by Enter Tech Corporation) contains
statements that are forward-looking, such as statements relating to the future
anticipated direction of the high technology industry, plans for future
expansion, various business development activities, planned acquisitions of
operating companies, planned capital expenditures, future funding sources,
anticipated sales growth and potential contracts. Such forward-looking
information involves important risks and uncertainties that could significantly
affect anticipated results in the future and, accordingly, such results may
differ from those expressed or implied in any forward-looking statements made by
or on behalf of Enter Tech Corporation. These risks and uncertainties include,
but are not limited to, those relating to development and expansion activities,
expected benefits from acquisitions of any operating companies, dependence on
existing management, financing activities, technological developments and
consumer preferences in the e-commerce industry, domestic and global economic
conditions, changes in federal or state tax laws, and market competition
factors.
Contact:
For Enter Tech Corporation
Investor Relations Contact
Integrity Capital
Dale Kreiser, 877/318-1819
E-Mail: [email protected]
Internet: www.integritycapital.net
