-----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, RnDhqM9k9m3x939sh1D6Ei2wR9qBVHcFYD9qznAQzlzkVJ36VetWI8rHjIMCRMlv WGm3pJ3F9zimki0dunqTcg== 0001035704-99-000597.txt : 19991123 0001035704-99-000597.hdr.sgml : 19991123 ACCESSION NUMBER: 0001035704-99-000597 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991122 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: 10QSB SEC ACT: SEC FILE NUMBER: 000-21275 FILM NUMBER: 99762350 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 10QSB 1 FORM 10QSB FOR QUARTER ENDING SEPTEMBER 30, 1999 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1999 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from ______________ to ______________ Commission file number: 0-21241 Enter Tech Corp. ----------------------------------------------------------------- (Exact Name of Small Business Issuer as Specified in Its Charter) Nevada 84-1349553 - --------------------------------- ------------------- (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 430 East 6th Street, Loveland, Colorado 80537 --------------------------------------------- (Address of Principal Executive Offices) (970) 669-5292 ------------------------------------------------ (Issuer's Telephone Number, Including Area Code) Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: On November 18, 1999, the issuer had 3,650,000 shares of common stock outstanding. Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X] 2 INDEX
Page Number ------ Part I. Financial Information Item 1. Financial Statements Balance Sheets as of September 30, 1999 (Unaudited) and December 31, 1998 3 Statements of Operations, Three Months Ended September 30, 1999 and September 30, 1998 (Unaudited) 4 Statements of Operations, Nine Months Ended September 30, 1999 and September 30, 1998 (Unaudited) 5 Statements of Cash Flows, Nine Months Ended September 30, 1999 and September 30, 1998 (Unaudited) 6 Notes to Financial Statements 7 Item 2. Plan of Operation 10 Part II. Other Information Item 1. Legal Proceedings. 15 Item 2. Changes in Securities. 15 Item 3. Defaults Upon Senior Securities. 15 Item 4. Submission of Matters to a Vote of Security Holders. 16 Item 5. Other Information. 16 Item 6. Exhibits and Reports on Form 8-K. 16
2 3 PART I ---- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ENTER TECH CORP. BALANCE SHEETS (Unaudited) ASSETS
September 30 December 31 1999 1998 Current Assets Cash $ -- $ -- --------- --------- Total Current Assets -- -- Equipment 5,092 -- License and other intangible assets, net of valuation allowance of $227,943 -- -- --------- --------- Total Assets $ 5,092 $ -- ========= ========= LIABILITIES AND STOCKHOLDERS' (DEFICIT) Current Liabilities: Accounts payable $ 17,030 $ 1,125 Customer deposits 60,000 60,000 Payable, related parties 271,270 72,724 --------- --------- Total Current Liabilities 348,300 133,849 --------- --------- 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 365 365 Additional paid-in capital 219,638 219,638 Accumulated deficit (563,211) (353,852) --------- --------- Total Stockholders' (Deficit) (343,208) (133,849) --------- --------- Total Liabilities and Stockholders' (Deficit) $ 5,092 $ -- ========= =========
The accompanying notes are an integral part of the financial statements. 3 4 ENTER TECH CORP. STATEMENTS OF OPERATIONS (Unaudited)
Three Months Three Months Ended Ended September 30, September 30, 1999 1998 Revenues $ -- $ -- ----------- ----------- Operating Expenses: Management fees -- 22,500 Supplies 448 1,962 Professional fees 59,906 33,408 Rent 1,850 6,258 Travel 1,216 2,765 Telephone 1,815 2,103 Other 12,378 -- Write down of carrying value of Technology and License Agreement -- 210,000 ----------- ----------- Total Operating Expenses 77,613 278,996 ----------- ----------- Net Loss $ (77,613) $ (278,996) =========== =========== Per Share $ (.03) $ (.08) =========== =========== Weighted Average Number of Shares Outstanding 3,650,000 3,650,000 =========== ===========
The accompanying notes are an integral part of the financial statements. 4 5 ENTER TECH CORP. STATEMENTS OF OPERATIONS (Unaudited)
Nine Months Nine Months Ended Ended September 30, September 30, 1999 1998 Revenues $ -- $ -- ----------- ----------- Operating Expenses: Management fees -- 30,000 Supplies 1,647 2,794 Professional fees 139,256 54,270 Rent 8,900 10,245 Travel 14,882 5,884 Telephone 5,333 3,940 Sales promotion 20,500 -- Other 18,841 -- Write down of carrying value of Technology and License Agreement -- 227,943 ----------- ----------- Total Operating Expenses 209,359 335,076 ----------- ----------- Net Loss $ (209,359) $ (335,076) =========== =========== Per Share $ (.06) $ (.09) =========== =========== Weighted Average Number of Shares Outstanding 3,650,000 3,650,000 =========== ===========
The accompanying notes are an integral part of the financial statements. 5 6 ENTER TECH CORP. STATEMENTS OF CASH FLOWS (Unaudited)
Nine Months Nine Months Ended Ended September 30, September 30, 1999 1998 Cash Flows Operating Activities: Net (loss) $(209,359) $(335,076) Decrease in other current asset -- 500 Stock issued for services -- 7,500 Increase in customer deposits -- 60,000 Increase in accounts payable 15,905 1,500 Other -- 2,000 --------- --------- Net Cash (Used in) Operating Activities (193,454) (263,576) --------- --------- Cash Flows from Investing Activities: (Investment) in equipment (5,092) -- --------- --------- Net Cash (Used in) Investing Activities (5,092) -- --------- --------- Cash Flows from Financing Activities: Common stock issued and additional paid-in capital -- 220,003 Increase in payable, related parties 198,546 38,573 --------- --------- Net Cash Provided by Financing Activities 198,546 258,576 --------- --------- (Decrease) in Cash -- (5,000) --------- --------- Cash, Beginning of Period -- 5,000 ========= ========= Cash, End of Period $ -- $ -- ========= ========= Interest Paid $ -- $ -- ========= ========= Income Taxes Paid $ -- $ -- ========= =========
The accompanying notes are an integral part of the financial statements. 6 7 ENTER TECH CORP. NOTES TO FINANCIAL STATEMENTS September 30, 1999 (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. It is suggested that these financial statements be read in conjunction with the December 31, 1998 audited financial statements and the accompanying notes thereto. 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. Since the controlling shareholders of Links, Ltd. owned over a majority of the common stock 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. (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. 7 8 ENTER TECH CORP. NOTES TO FINANCIAL STATEMENTS September 30, 1999 (Unaudited) (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. Effective January 1, 1999, the Company entered into an agreement with a consultant to assist in completing a private placement or secondary offerings in the amount of $5,000,000 for the purpose of adding capital for the Company, and other consulting services. The consultant is to be paid $5,000 per month and 200,000 restricted shares of common stock per year. The agreement expires on December 31, 2001. 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. Effective August 25, 1999, the Company entered into an agreement with a consultant to provide advice on any and all matters relating to the business of the Company. The consultant is to be paid an hourly rate for services and 1,000 shares of Company common stock for every hour worked hereunder. At September 30, 1999, no stock had been issued related to this agreement. The consultant has been paid a non-refundable retainer of $7,000 which has been expensed on the financial statements. (7) Marketing and Administration of Sales Agreement The Company has entered into an agreement with a former 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. 8 9 ENTER TECH CORP. NOTES TO FINANCIAL STATEMENTS September 30, 1999 (Unaudited) (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. The Company currently pays $1,450 per month for this space. (9) Transfer of Shares in an Unregistered Transaction See description of unregistered transaction in the narrative disclosure in Part 2, Item 2 of this Form 10-QSB. 9 10 ITEM 2. PLAN OF OPERATION. DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS The following discussion of our plan of operation should be read together with the financial statements and the related notes included in another part of this report and which are deemed to be incorporated into this section. This discussion contains forward looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in those forward looking statements. All statements, other than statements of historical facts, included in this report that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, including the following matters are forward looking statements: o future capital costs of research and development, o the size of various markets, o market share, o project margins, o repayment of debt, o business strategies, and o expansion and growth of our operations. These statements are based on assumptions and analyses made by us in light of our experience and our perception of: o historical trends, o current conditions, o expected future developments, and o other factors we believe are appropriate in the circumstances. Those statements are affected by a number of assumptions including: o risks and uncertainties, o general economic and business conditions, o the business opportunities that may be presented to and pursued by us, o changes in laws or regulations and other factors, many of which are beyond our control, and o availability to obtain project financing on favorable conditions. You are cautioned that any forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. 10 11 OVERVIEW We were organized in Nevada on July 1, 1996. We have been a development stage company since our inception, and we have not earned any revenues from operations since our inception. We completed a merger with Links, Ltd. on June 2, 1998 in which we were the surviving corporation. Links, Ltd., which was a wholly owned subsidiary of Mach One Corporation, was a development stage company at the time of the merger. Links, Ltd. had not earned any revenues from operations since its inception on August 18, 1997. Links, Ltd. was incorporated for the purpose of developing kiosks, or vending machines, through which it planned to market computer software, music and possibly digital video products. We adopted Links, Ltd.'s plan of operation to develop those kiosks as our plan of operation immediately after the merger. DESCRIPTION OF OUR CURRENT PLAN OF OPERATION Our current plan of operation involves developing a kiosk vending machine and seeking merger candidates conducting businesses related to e-commerce. KIOSK Our plan of operation for the next 12 months involves developing a kiosk vending machine. As conceived, each kiosk vending machine would have software, music and eventually digital video stored on disks or hard drives. 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. As conceived, the CD imprint time is expected to 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 our administrative offices. As conceived, that connection would permit us to: o monitor and perform analyses on the kiosks, o add and subtract software and music selections from the kiosks, and o eventually add and subtract digital television selections from the kiosks. Further the telephone and computer modem would permit confirmation of credit card and smart card purchases. We have not, as of November 18, 1999, developed a kiosk that may be produced and sold to the public. 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 with us. That prototype became obsolete and may not be mass produced on terms commercially favorable to us. Since 11 12 that time our concept for a prototype underwent further refinement and modification. During 1998, we had an outside vendor/engineering firm located in Broomfield, Colorado develop a case with a touch screen for the prototype of the kiosk. That case did not have any components or internal software, and was not a functional kiosk. We planned to purchase that case from that vendor before we began producing the kiosks. During 1998 and 1999, we hired another vendor/engineering firm to design plans for the components and software to be used in the kiosks. That firm developed a design for the kiosk, but did not purchase any components to construct a prototype of the kiosk. That design for the kiosk has not been tested. The technology that was used in the case with the touch screen and the technology upon which the designs for the kiosk was based has become obsolete. We therefore do not currently have a prototype of a kiosk that may be mass produced on terms commercially favorable to us. We will need to construct an entirely new prototype of the kiosk based on our concept for the kiosk. That prototype must be tested before we are able, if at all, to mass produce the kiosks. We will not be able to begin construction of a prototype of a kiosk during the next 12 months unless we are able to raise funds or form a joint venture with a third party to construct the prototype of the kiosk. We have in the past used software and hardware developed by third parties to construct prototypes of the kiosks. We anticipate that any future prototypes of the kiosk that we may construct, of which there is not any assurance, will be made with software and hardware developed by third parties. There is no assurance that the kiosks will function as planned, if we are able to develop the kiosks, or be manufactured at a unit cost commercially favorable to us. All of these factors will bear on our ability to generate revenues from sales, if any, of the kiosks. MERGERS AND ACQUISITIONS Our plan of operation for the next 12 months involves seeking merger candidates conducting businesses related to e-commerce. We have not established a specific level of earnings or assets below which we would not consider a merger or acquisition with a target company. Moreover, we may identify a target company which has in the past, is now, or which may in the future generate losses. A merger transaction between us and a company that possesses less than ideal financial characteristics could have a material adverse effect on the price of our common stock. We plan to identify any number of merger candidates that may be brought to our attention through our present associations. We will evaluate the candidates using broad criteria. We expect that negotiations with a target company will focus on the percentage of our common stock, as computed following a merger or acquisition, that the target company's stockholders would receive for their share holdings in the target company. Depending upon, among other 12 13 things, the target company's assets and liabilities, our stockholders will in all likelihood experience dilution in their interest in us following any merger or acquisition. As of November 18, 1999, we were in discussions with one merger candidate, Shopping Mall Online, Inc. On October 1, 1999, we entered into a non-binding letter of intent with Shopping Mall Online. The parties to that agreement anticipate that we will acquire eighty percent of the outstanding common stock of Shopping Mall Online in exchange for 2,050,000 shares of our common stock. We are currently performing our due diligence with respect to that letter of intent, and, as of November 18, 1999, we had not entered into any definitive agreements with Shopping Mall Online. There is not any assurance that we will consummate that transaction. Shopping Mall Online has informed us that it is developing a concept for an Internet shopping mall and related e-commerce technology. We anticipate that, if the transaction with Shopping Mall Online is consummated, we will launch the Internet shopping mall in 2000. We believe that our proposed acquisition of Shopping Mall Online will enable us to offer various retailers with e-commerce solutions and Internet marketing capabilities related to the sale of products typically sold through land based stores. There is not any assurance, however, that our beliefs will prove to be correct. Shopping Mall Online is a private company principally owned by Robert Pratt. Mr. Pratt is also the principal owner of Integrity Capital, Inc. Integrity Capital provides investor relation services to us including, but not limited to: o posting information about us on their Web site; o contacting broker-dealers to discuss our plan of operation; o assisting us with our press releases; and o introducing us to accredited and institutional investors for our financing activities. LIQUIDITY As of November 18, 1999, we had a cash balance of $0. Our capital requirements to conduct our plan of operation as described in this report are significant. We plan to attempt to satisfy our capital requirements for the next 12 months by selling our securities and obtaining financing from third parties. There is not any assurance that we will be able to obtain those funds or obtain the required capital on terms favorable to us. We also may form joint ventures with third parties to conduct our plan of operation relating to the kiosk. COMPETITION The area of business in which we intend to engage in connection with the kiosk is crowded with many vendors and marketers, ranging from small to some of the largest retail companies. There can be no guarantee that we will be able to successfully market any kiosk we may develop or become profitable with that line of business. 13 14 We are an insignificant participant among the firms that engage in mergers with, and acquisitions of, privately financed entities. There are many established venture capital and financial concerns which have significantly greater financial and personnel resources and technical expertise than we do. The financial resources and management available to us are limited, and therefore we may experience certain competitive disadvantages compared to our competitors. There is no assurance that such disadvantages, if experienced, will not prevent or substantially delay us in achieving a merger or acquisition. WE MAY BE ADVERSELY AFFECTED BY THE TRANSFER OF SHARES OF OUR COMMON STOCK IN AN UNREGISTERED TRANSACTION We issued a stock certificate representing 3,235,000 shares of our common stock to Mach One as part of the merger transaction with Links, Ltd. That certificate had a restrictive legend providing that the shares represented by that certificate were "restricted securities" as that term is defined under Rule 144 of the Securities Act of 1933. Those restricted securities could only be sold by Mach One Corporation by a registration statement under the Securities Act or under another exemption under the Securities Act. In October 1998, we and our transfer agent permitted Mach One Corporation to transfer 835,000 shares of our common stock represented by the stock certificate to seven persons. The stock certificates received by those seven persons should have contained a restrictive legend similar to the restrictive legend on the stock certificate held by Mach One because the transfer of the 835,000 shares of common stock was not made in a registered transaction under the Securities Act. Those seven persons, however, received certificates without restrictive legends. Some of those persons have subsequently transferred some of their shares of our common stock to other persons in unregistered transactions. As of November 18, 1999, we had entered into agreements with some of our stockholders to whom the 835,000 shares were transferred that will require those stockholders to surrender the stock certificates without restrictive legends that they hold in exchange for stock certificates with restrictive legends. Those agreements apply to 595,966 shares of the 835,000 shares of our common that were previously issued without a restrictive legend. A certificate representing 286,500 of such shares has been exchanged for a certificate with a restrictive legend. We currently are in the process of obtaining the other stock certificates issued without restrictive legends and exchanging those certificates with certificates with restrictive legends. We are taking whatever actions are necessary to attempt to exchange all of the stock certificates without restrictive legends representing the 835,000 shares of our common stock with stock certificates with restrictive legends. As of November 18, 1999, 3,650,000 shares of our common stock were issued and outstanding. Our transfer agent's records as of that date provide that 2,686,500 shares of our outstanding common stock are "restricted securities" as that term is defined under Rule 144 of the Securities Act. However, that amount includes only 286,500 shares of the previously discussed 835,000 shares of our common stock that should be classified as "restricted securities." Our financial condition and plan of operations will be adversely affected if any claims or actions are brought against us by the SEC, the NASD or other persons concerning the transfer of 14 15 the 835,000 shares of our common stock in an unregistered transaction. As of November 18, 1999, no claims or actions had been brought against us concerning that matter. We currently are evaluating what further actions we may take with respect to this matter. YEAR 2000 READINESS DISCLOSURE Computer programs or other embedded technology that have been written using two digits, rather than four, to define the applicable year and that have time-sensitive logic may recognize a date using "00" as the year 1900 rather than the year 2000, which could result in widespread miscalculations or system failures. Both information technology systems and non-IT systems may be affected by the Year 2000. We do not use any proprietary computer software programs or proprietary operating systems, but use commercially available computer programs such as Microsoft Word and Microsoft's Windows NT operating system. We believe that those products are Year 2000 compliant, but we have not confirmed that information with Microsoft whether those products are Year 2000 compliant. We have completed our assessment of the Year 2000 issue and currently believe that we will not incur any material costs associated with the Year 2000 issue. We have not automated many of our operations with IT systems and non-IT systems because of our current size, and presently believe that our existing computer systems, computer software, non-IT equipment will not need to be upgraded to mitigate the Year 2000 issues. We have not incurred any costs associated with our assessment of the Year 2000 problem. We do not have a contingency plan concerning the Year 2000 problem as we believe it is unnecessary. If we are unable to address any Year 2000 issues in a timely manner, it could result in a material financial risk to us, including loss of revenue and substantial unanticipated costs. Accordingly, we plan to devote all resources required to resolve any significant Year 2000 issues in a timely manner. PART II ---- OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. None. ITEM 2. CHANGES IN SECURITIES. None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. 15 16 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Effective July 28, 1999, our majority stockholder, Mach One, took action by written consent without holding a meeting to elect our board of directors and to make changes to our bylaws concerning the number of directors that our stockholders may elect. The following persons were elected as our directors by that written consent: o Sam Lindsey, o David Matus, and o Cliff Pettee. ITEM 5. OTHER INFORMATION. None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits Exhibit No. Description 27.1 Financial Date Schedule. Filed herewith. (b) Form 8-Ks We filed one Current Report on Form 8-K during the quarter ended September 30, 1999. We filed a Form 8-K reporting an event dated July 30, 1999 concerning the resignation of certain directors and officers of ours, and the appointment of our current officers and directors. 16 17 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: November 19, 1999 ENTER TECH CORP. By: /s/ Sam Lindsey ---------------------------- Sam Lindsey, President and Chief Financial Officer 17 18 INDEX TO EXHIBITS Exhibit No. Description - ---------- ----------- 27.1 Financial Date Schedule. Filed herewith. EX-27.1 2 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the balance sheet and statements of operations found on pages 3 and 4 of the Company's Form 10-QSB for the year to date, and is qualified in its entirety by reference to such financial statements. 9-MOS DEC-31-1998 SEP-30-1999 0 0 0 0 0 0 5,092 0 5,092 348,300 0 0 0 365 (343,573) 5,092 0 0 0 0 209,359 0 0 0 0 0 0 0 0 (209,359) 0 0
-----END PRIVACY-ENHANCED MESSAGE-----