-----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, JXO49kxeiRicrt0CDCvqcHJGpRJQzdlDUeSJNuAPCRzBrPVgDqp5PRW/8BlGvXfq j2/h0H75wxBUjeRGvoFC3w== 0001021725-98-000004.txt : 19980821 0001021725-98-000004.hdr.sgml : 19980821 ACCESSION NUMBER: 0001021725-98-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980820 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTER TECH CORP CENTRAL INDEX KEY: 0001021725 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 841349553 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-21275 FILM NUMBER: 98694949 BUSINESS ADDRESS: STREET 1: 430 EAST 6TH STREET CITY: LOVELAND STATE: CO ZIP: 80537 BUSINESS PHONE: 303/221-73 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 10-Q 1 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 [ X ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the period ended June 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 Commission File Number 0-21275 ENTER TECH CORP. ---------------------------------------------------- (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 ---------------------------------------------------------- (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 June 30, 1998, Registrant had 3,650,000 shares of common stock, $.0001 par value, outstanding. INDEX Page Number Part I. Financial Information Item I. Financial Statements Balance Sheets as of June 30, 1998 and December 31, 1997 (Unaudited) 2 Statements of Operations, Three and Six Months Ended June 30, 1998 (Unaudited) 3 Statements of Cash Flows, Three and Six Months Ended June 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 ENTER TECH CORP. ---------------- BALANCE SHEETS (Unaudited) ASSETS
June 30, December 31, 1998 1997 ----------- ------------ Current Assets Cash $ 1,004 $ 5,000 Other - 500 ----------- ---------- Total Current Assets 1,004 5,500 License and other intangible assets, net of valuation allowance of $210,000 - - ----------- ---------- Total Assets $ 1,004 $ 5,500 =========== ========== LIABILITIES AND STOCKHOLDERS' (DEFICIT) Current Liabilities: Accounts payable $ 5,234 $ - Payable, related party 15,000 7,500 ----------- ---------- Total Current Liabilities 20,234 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 3,650,000 shares issued and outstanding at June 30, 1998, and 3,235,000 shares issued and outstanding at December 31, 1997 365 324 Additional paid-in capital 274,409 235,600 Accumulated deficit (294,004) (237,924) --------- --------- Total Stockholders' (Deficit) (19,230) (2,000) ------------ ------------ Total Liabilities and Stockholders' (Deficit) $ 1,004 $ 5,500 ============ ============
The accompanying notes are an integral part of the financial statements. 2 ENTER TECH CORP. ---------------- STATEMENTS OF OPERATIONS (Unaudited)
Six Months Three Months Ended Ended June 30, June 30, 1998 1998 ---------- ----------- Revenues $ - $ - ----------- ----------- Operating Expenses: Management fees 7,500 3,750 Supplies 832 416 Professional fees 20,862 10,431 Rent 3,987 1,994 Travel 3,119 1,560 Telephone 1,837 918 Research and development 17,943 8,972 ----------- ------------ Total Operating Expenses 56,080 28,041 ------------ ------------ Net Loss $ (56,080) $ (28,041) ------------ ------------ Per Share $ (.02) $ (.01) ============ ============ Weighted Average Number of Shares Outstanding 3,650,000 3,650,000 ============ ============
The accompanying notes are an integral part of the financial statements. 3 ENTER TECH CORP. STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Three Months Ended Ended June 30, June 30, 1998 1998 --------- -------- Cash Flows Operating Activities: Net (loss) $ (56,080) $ (28,041) Decrease in other current assets 500 250 Increase in accounts payable 5,234 5,234 ----------- ----------- Net Cash (Used in) Operating Activities (50,346) (22,557) ----------- ----------- Cash Flows from Investing Activities - - Cash Flows from Financing Activities: Common stock issued and additional paid-in capital 38,850 19,425 Increase in payable, related party 7,500 3,750 ---------- --------- Net Cash Provided by Financing Activities 46,350 23,175 ---------- --------- Increase (Decrease) in Cash (3,996) 618 Cash, Beginning of Period 5,000 386 ---------- --------- Cash, End of Period $ 1,004 $ 1,004 ========== ========== Interest Paid $ - $ - ========== ========== Income Taxes Paid $ - $ - ========== ==========
The accompanying notes are an integral part of the financial statements. 4 ENTER TECH CORP. ---------------- NOTES TO FINANCIAL STATEMENTS June 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. (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 $210,000. These intangible assets were contributed to Links, Ltd. Management of the Company review the intangible 5 assets for impairment and provided a valuation allowance for the total $210,000. (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 --------------------------- Links, Ltd. incurred $15,000 of management fees payable to a related party. 6 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 June 30, 1998. The Company has incurred operating expenses of $56,080 and $28,041 respectively during the six and three month periods ended June 30, 1998. The Company's capital is limited. The Company is attempting to raise additional capital. At June 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 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. 8 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. (Date) August 19,1998 BY(Signature) /s/Josh Foss (Name and Title) Josh Foss, President EX-27 2
5 3-MOS DEC-31-1998 JUN-30-1998 1,004 0 0 0 0 1,004 0 0 1,004 20,234 0 0 0 3,650,000 0 1,004 0 0 0 56,080 0 0 0 (56,080) 0 0 0 0 0 (56,080) (.02) (.02)
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