-----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, S+Ta6NW7k7K8Ia1KKAVrLqN2VKqYePJSYukv6Ptj9WCX2fvvgosZVR38AJTBaH3d pQjDAql0Nbjp700B82uR8g== 0001047469-99-021014.txt : 19990518 0001047469-99-021014.hdr.sgml : 19990518 ACCESSION NUMBER: 0001047469-99-021014 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990517 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: 99626399 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 10QSB U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1999 Commission File Number: 0-21241 ENTER TECH CORP. ---------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Nevada 84-1349553 - ---------------------------- --------------------------------- (State of other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 430 East 6th Street, Loveland, Colorado 80537 ---------------------------------------------------------- (Address of principal executive offices including zip code) (970) 669-5292 -------------------------- (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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. Yes X No___ As of March 31, 1999, 3,650,000 shares of common stock, $.0001 par value per share, were outstanding. Transitional Small Business Disclosure Format (check one): Yes__ No X INDEX
Page Number ------ Part I. Financial Information Item I. Financial Statements Balance Sheets as of March 31, 1999 (Unaudited) and December 31, 1998 3 Statements of Operations, Three Months Ended March 31, 1999 and March 31, 1998 (Unaudited) 4 Statements of Cash Flows, Three Months Ended March 31, 1999 and March 31, 1998 (Unaudited) 5 Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations 8 Part II. Other Information 9
2 ENTER TECH CORP. BALANCE SHEETS (Unaudited) ASSETS
March 31 December 31 1999 1998 Current Assets Cash $ - $ - ----------- ---------- Total Current Assets - - ----------- ---------- License and other intangible assets, net of valuation allowance of $227,943 - - ----------- ---------- Total Assets $ - $ - ----------- ---------- ----------- ---------- LIABILITIES AND STOCKHOLDERS' (DEFICIT) Current Liabilities: Accounts payable $ 2,700 $ 1,125 Customer deposits 60,000 60,000 Payable, related parties 119,912 72,724 ----------- ---------- Total Current Liabilities 182,612 133,849 ----------- ---------- 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 (402,615) (353,852) ----------- ---------- Total Stockholders' (Deficit) (182,612) (133,849) ----------- ---------- Total Liabilities and Stockholders' (Deficit) $ - $ - ----------- ---------- ----------- ----------
The accompanying notes are an integral part of the financial statements. 3 ENTER TECH CORP. STATEMENTS OF OPERATIONS (Unaudited)
Three Months Three Months Ended Ended March 31, March 31, 1999 1998 Revenues $ - $ - ------------ ------------ Operating Expenses: Management fees - 3,750 Supplies 496 416 Professional fees 39,200 10,431 Rent 2,700 1,993 Travel 2,255 1,559 Telephone 2,009 919 Other 2,103 8,971 ------------ ------------ Total Operating Expenses 48,763 28,039 ------------ ------------ Net Loss $ (48,763) $ (28,039) ------------ ------------ ------------ ------------ Per Share $ (.01) $ (.01) ------------ ------------ ------------ ------------ Weighted Average Number of Shares Outstanding 3,650,000 3,650,000 ------------ ------------ ------------ ------------
The accompanying notes are an integral part of the financial statements. 4 ENTER TECH CORP. STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Three Months Ended Ended March 31, March 31, 1999 1998 Cash Flows Operating Activities: Net (loss) $ (48,763) $ (28,039) Decrease in other current asset - 250 Increase in accounts payable 1,575 - ---------- ---------- Net Cash (Used in) Operating Activities (47,188) (27,789) ---------- ---------- Cash Flows from Investing Activities - - ---------- ---------- Cash Flows from Financing Activities: Common stock issued and additional paid-in capital - 19,425 Increase in payable, related parties 47,188 3,750 ---------- ---------- 47,188 23,175 ---------- ---------- (Decrease) in Cash - (4,614) ---------- ---------- Cash, Beginning of Period - 5,000 ---------- ---------- ---------- ---------- Cash, End of Period $ - $ 386 ---------- ---------- ---------- ---------- Interest Paid $ - $ - ---------- ---------- ---------- ---------- Income Taxes Paid $ - $ - ---------- ---------- ---------- ----------
The accompanying notes are an integral part of the financial statements. 5 ENTER TECH CORP. NOTES TO FINANCIAL STATEMENTS March 31, 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. Subsequently, 835,000 of the shares issued pursuant to this business combination were cancelled resulting in 2,400,000 net shares issued. Since the controlling shareholders of Links, Ltd. own approximately 65.7% 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. 6 ENTER TECH CORP. NOTES TO FINANCIAL STATEMENTS March 31, 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. (7) MARKETING AND ADMINISTRATION OF SALES AGREEMENT The Company has entered into an agreement with a 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) 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. This office space is leased by the Company's controlling shareholder. The Company currently pays $900 per month for this space. 7 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Enter Tech Corp. (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) of the financial statements. The Company generated no revenues during the quarter ended March 31, 1999, and management does not anticipate any revenues until following the conclusion of a merger or acquisition, if any, as contemplated by the Company's business plan. The Company's capital is limited. The Company anticipates operational costs will be limited until such time as significant evaluation work is undertaken regarding prospective mergers or acquisitions. 8 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. None. 9 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. ENTER TECH CORP. Date: May 13, 1999 By: /s/ Josh Foss ----------------------------------- Josh Foss, President 10 EX-27 2 EXHIBIT 27
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. 3-MOS DEC-31-1998 MAR-31-1999 0 0 0 0 0 0 0 0 0 152,612 0 0 0 365 (182,977) 0 0 0 0 0 48,763 0 0 0 0 0 0 0 0 (48,763) 0 0
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