-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JL/HUjfzeshrawDkMYqBAU0sSMa0bocMyRkdZnSFVZgpX+aIJmz8ax7aOVQDILJP CIwnGLQ85HmbR6HxzTS34g== /in/edgar/work/0001014909-00-500029/0001014909-00-500029.txt : 20001004 0001014909-00-500029.hdr.sgml : 20001004 ACCESSION NUMBER: 0001014909-00-500029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000912 ITEM INFORMATION: FILED AS OF DATE: 20001003 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTER TECH CORP CENTRAL INDEX KEY: 0001021725 STANDARD INDUSTRIAL CLASSIFICATION: [6770 ] IRS NUMBER: 841349553 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21275 FILM NUMBER: 733731 BUSINESS ADDRESS: STREET 1: 430 EAST 6TH STREET CITY: LOVELAND STATE: CO ZIP: 80537 BUSINESS PHONE: 9706695292 MAIL ADDRESS: STREET 1: 430 EAST 6TH STREET CITY: LOVELAND STATE: CO ZIP: 80537 FORMER COMPANY: FORMER CONFORMED NAME: WALNUT CAPITAL INC DATE OF NAME CHANGE: 19960828 8-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported: September 12, 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) 669-4918 ITEM 5. OTHER EVENTS On April 19, 2000, Enter Tech Corporation ("Enter Tech") acquired 80% of the outstanding shares of common stock of WavePower, Inc., a development stage company, in exchange for the issuance of 5,000,000 restricted shares of Enter Tech common stock under an "Acquisition Agreement". In addition, Enter Tech agreed to reserve 3,000,000 shares of its 5,000,000 authorized shares of preferred stock for issuance in further payment on the acquisition to the former sole shareholder of WavePower. These shares were to be issued upon exercise of an option to be granted to the shareholder. On September 12, 2000 Enter Tech notified management of WavePower and its former sole shareholder of the formal rescission of the Acquisition Agreement dated April 19, 2000, citing several material misrepresentations as to the intellectual property owned by WavePower, the status of the development of WavePower products and services, the ability of WavePower to bring its products and services to market and the overall originality and viability of the WavePower concept. The letter also served as a demand for return of all stock issued and funds paid by Enter Tech pursuant to that agreement. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) None (b) None (c) Exhibits Description Exhibit No. ----------- ----------- Press Release Enter Tech Corporation 99.1 September 26, 2000 Letter Rescinding WavePower Acquisition 99.2 September 12, 2000 2 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. ENTER TECH CORP. Dated: October 2, 2000 By: /s/ Sam Lindsey ----------------------------------------- Sam Lindsey, Chairman and Chief Financial Officer EX-99 2 0002.txt Exhibit 99.1 Enter Tech Corporation 430 East 6th Street Loveland, CO 80537 970-669-4918 Web Site: www.entertechcorp.com ENTER TECH CORPORATION RESCINDS WAVEPOWER ACQUISITION Loveland, CO September 26, 2000// Enter Tech Corporation (OTC BB: ENTR) www.entertechcorp.com announced that corporate counsel has formally notified the management of WavePower, Inc. that the Plan of Reorganization and Acquisition dated April 19, 2000 was rescinded effective September 12, 2000. The notification also demands return of all Enter Tech common stock issued as part of the acquisition and a return of all funds delivered to WavePower during the period from April 19 through the date of the notice. The rescission also substantially reduces the funding requirements and overhead for Enter Tech Corporation. ABOUT ENTER TECH Enter Tech was formed in 1996 to bring new technologies to market. Since inception, the company has been involved in developing Internet shopping kiosks, on-line retail, advertising and access solutions in a digital environment. The Company intends to continue to search for synergistic ways to utilize kiosk technologies in conjunction with the e-commerce capabilities of Shopping Mall Online. ABOUT SHOPPING MALL ONLINE Shopping Mall Online is expected to operate as an Internet retail mall. The company has been negotiating with various "brick and mortar" mall developers and ownership groups to make goods in the retail stores available within the Internet mall, www.shoppingmallonline.com . This should enable shoppers to visit the stores of their choice without leaving the SMO web site and allow access to special incentives offered by retailers, mall developers and SMO. The web site is expected to provide unique search capabilities and software-tracking technologies that benefit the mall developer, retailer and consumer. To learn more about Enter Tech or its subsidiary Shopping Mall Online, contact Robert Pratt at 360-318-8555 or John Hartley at 970-669-4918 THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 PROVIDES A "SAFE HARBOR" FOR 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 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 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, DEPENDENCE ON EXISTING MANAGEMENT, FINANCING ACTIVITIES, DOMESTIC AND GLOBAL ECONOMIC CONDITIONS, CHANGES IN FEDERAL OR STATE TAX LAWS, AND MARKET COMPETITION FACTORS. EX-99 3 0003.txt Exhibit 99.2 THE THOMAS GROUP 416 Main Street Suite 1112 INTERNATIONAL Peoria, IL 61502 A PROFESSIONAL CORPORATION TEL. 309.637.8888 FAX 309.637.8838 September 12, 2000 Mr. Vern Kendrick, President WavePower, Inc. 75 NE 6th Ave. Del Ray Beach, FL 33483 Re: Notice of Rescission Dear Mr. Kendrick: I am writing to you as general counsel of Enter Tech Corporation. Please allow this writing to serve as formal notice of rescission of that certain Reorganization Agreement dated April 19, 2000 between Enter Tech Corporation and WavePower (the "Agreement"). This letter also serves as formal demand for the return of all stock and funds paid to you by Enter Tech pursuant to that Agreement. This rescission is based upon the fact that the Reorganization Agreement contains several material misrepresentations as to the intellectual property owned by WavePower, the status of the development of WavePower's products and services, the ability of WavePower to bring its product to market, and the overall originality and visibility of the WavePower concept. A partial list of material misrepresentations is attached hereto. A more comprehensive list can be provided should litigation of this matter prove necessary. In order to avoid further action, please make immediate arrangements to return all stock and proceeds directly to Enter Tech Corporation. Very truly yours, /s/ Stephen J. Thomas Stephen J. Thomas Copy: Mr. Vern Kendrick, home address and faxed to same Enter Tech Corporation PRELIMINARY LIST OF MATERIAL MISREPRESENTATIONS SET FORTH IN REORGANIZATION AGREEMENT A. Intellectual Property Owned by WavePower. ----------------------------------------- Exhibit 2.2(d) sets forth a list of patents and trademarks. It appears that none of these items has actually been prosecuted / registered. It is also not at all clear that any effort has been made to ascertain whether this list of items represents patentable or protectible property. B. Status of the Development of Wave Power Products and Services. -------------------------------------------------------------- Despite affirmative representations to the contrary, it does not appear that the Wave Power concept is any closer to fruition than it was when the company was acquired. This raises serious doubts as to the veracity of the representations and projections contained throughout the agreement, most notably those set forth in Exhibit 2.2 (A-1). C. The Ability of Wave Power to Bring Its Product to Market. --------------------------------------------------------- It now appears that the management team at Wave Power is not qualified or equipped to bring its products to market, despite affirmative representations to the contrary. D. The Overall Originality and Visibility of the Wave Power Concept. ----------------------------------------------------------------- Several representations are made in the Reorganization Agreement which suggest that Wave Power possesses unique or original solutions to the ASP problem. In fact, it now appears that Wave Power will rely upon traditional solutions and means of access, and that these solutions are neither original nor particularly visible in the present internet environment. -----END PRIVACY-ENHANCED MESSAGE-----