<PAGE>

                       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  June 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 of                                (IRS Employer
incorporation or organization)                              Identification No.)

                  430 East 6th Street, Loveland, Colorado 80537
         ---------------------------------------------------------------
           (Address of principal executive offices including zip code)

                                 (970) 669-5292
                         -------------------------------
                           (Issuer's telephone number)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: On August 16, 1999, the issuer had
                                           ----------------------------------
3,650,000 shares of common stock outstanding.
--------------------------------------------

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

<PAGE>

                                      INDEX

<TABLE>
<CAPTION>
                                                                        Page
                                                                        Number
<C>      <S>                                                            <C>
Part I.  Financial Information

         Item 1.   Financial Statements

               Balance Sheets as of June 30, 1999
                 (Unaudited) and December 31, 1998                        3

               Statements of Operations, Three Months
                 Ended June 30, 1999 and June 30, 1998
                 (Unaudited)                                              4

              Statements of Operations, Six Months
                 Ended June 30, 1999 and June 30, 1998
                 (Unaudited)                                              5

               Statements of Cash Flows, Three Months
                 Ended June 30, 1999 and June 30, 1998
                 (Unaudited)                                              6

               Statements of Cash Flows, Six Months
                 Ended June 30, 1999 and June 30, 1998
                 (Unaudited)                                              7

               Notes to Financial Statements                              8

         Item 2.   Plan of Operation                                      11

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.     15
         Item 5. Other Information.                                       16
         Item 6. Exhibits and Reports on Form 8-K.                        16

</TABLE>


                                        2
<PAGE>

                        PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.
                                ENTER TECH CORP.
                                 BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                          June 30            December 31
                                                                          1999               1998
<S>                                                                       <C>                <C>
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                                                       $   3,500         $   1,125
     Customer deposits                                                         60,000            60,000
     Payable, related parties                                                 207,187            72,724
                                                                            ---------         ---------
  Total Current Liabilities                                                   270,687           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                                                     (485,598)         (353,852)
                                                                            ---------         ---------
Total Stockholders' (Deficit)                                                (265,595)         (133,849)
                                                                            ---------         ---------
 Total Liabilities and
      Stockholders' (Deficit)                                               $   5,092        $        -
                                                                            ---------         ---------
                                                                            ---------         ---------

</TABLE>

The accompanying notes are an integral part of the financial statements.


                                       3
<PAGE>

                                ENTER TECH CORP.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                   Three Months Ended   Three Months Ended
                                     June 30, 1999        June 30, 1998

<S>                                <C>                  <C>
Revenues                              $          -         $         -
                                       -----------         -----------

Operating Expenses:
     Management fees                             -               3,750
     Supplies                                  704                 416
     Professional fees                      40,150              10,431
     Rent                                    4,350               1,994
     Travel                                 11,412               1,560
     Telephone                               1,508                 918
     Sales promotion                        20,500                   -
     Other                                   4,358               8,972
                                       -----------         -----------
       Total Operating Expenses             82,982              28,041
                                       -----------         -----------

Net Loss                               $   (82,982)        $   (28,041)
                                       -----------         -----------
                                       -----------         -----------

Per Share                              $      (.02)        $      (.01)
                                       -----------         -----------
                                       -----------         -----------

Weighted Average Number
 of Shares Outstanding                   3,650,000           3,650,000
                                       -----------         -----------
                                       -----------         -----------

</TABLE>

The accompanying notes are an integral part of the financial statements.


                                        4
<PAGE>

                                ENTER TECH CORP.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                    Six Months Ended   Six Months Ended
                                      June 30, 1999      June 30, 1998

<S>                                 <C>                <C>
Revenues                              $          -         $         -
                                       -----------         -----------

Operating Expenses:
     Management fees                             -               7,500
     Supplies                                1,200                 832
     Professional fees                      79,350              20,862
     Rent                                    7,050               3,987
     Travel                                 13,666               3,119
     Telephone                               3,517               1,837
     Sales promotion                        20,500                   -
     Other                                   6,462              17,943
                                       -----------         -----------
       Total Operating Expenses            131,745              56,080
                                       -----------         -----------

Net Loss                               $  (131,745)        $   (56,080)
                                       -----------         -----------
                                       -----------         -----------

Per Share                              $      (.04)        $      (.02)
                                       -----------         -----------
                                       -----------         -----------

Weighted Average Number
 of Shares Outstanding                   3,650,000           3,650,000
                                       -----------         -----------
                                       -----------         -----------

</TABLE>

The accompanying notes are an integral part of the financial statements.


                                        5
<PAGE>

                                ENTER TECH CORP.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                      Three Months Ended  Three Months Ended
                                        June 30, 1999        June 30, 1998
<S>                                   <C>                 <C>
Cash Flows Operating Activities:
     Net (loss)                           $  (82,982)      $  (28,041)
     Decrease in other current asset               -              250
     Increase in accounts payable                800            5,234
                                            --------         --------

  Net Cash (Used in) Operating
   Activities                                (82,182)         (22,557)
                                            --------         --------

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                     -           19,425
   Increase in payable, related
    parties                                   87,274            3,750
                                            --------         --------

  Net Cash Provided by Financing
   Activities                                 87,274           23,175
                                            --------         --------

Increase in Cash                                   -              618
                                            --------         --------

Cash, Beginning of Period                          -              386
                                            --------         --------
                                            --------         --------

Cash, End of Period                       $        -       $    1,004
                                            --------         --------
                                            --------         --------

Interest Paid                             $        -       $        -
                                            --------         --------
                                            --------         --------

Income Taxes Paid                         $        -       $        -
                                            --------         --------
                                            --------         --------

</TABLE>

The accompanying notes are an integral part of the financial statements.


                                        6
<PAGE>

                                ENTER TECH CORP.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                     Six Months Ended   Six Months Ended
                                      June 30, 1999      June 30, 1998
<S>                                  <C>                <C>
Cash Flows Operating Activities:
     Net (loss)                            $ (131,745)       $  (56,080)
     Decrease in other current asset                -               500
     Increase in accounts payable               2,375             5,234
                                            ---------         ---------

  Net Cash (Used in) Operating
   Activities                                (129,370)          (50,346)
                                            ---------         ---------

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                      -            38,850
   Increase in payable, related
    parties                                   134,462             7,500
                                            ---------         ---------

  Net Cash Provided by Financing
   Activities                                 134,462            46,350
                                            ---------         ---------

(Decrease) in Cash                                  -            (3,996)
                                            ---------         ---------

Cash, Beginning of Period                           -             5,000
                                            ---------         ---------
                                            ---------         ---------

Cash, End of Period                        $        -        $    1,004
                                            ---------         ---------
                                            ---------         ---------

Interest Paid                              $        -        $        -
                                            ---------         ---------
                                            ---------         ---------

Income Taxes Paid                          $        -        $        -
                                            ---------         ---------
                                            ---------         ---------

</TABLE>

The accompanying notes are an integral part of the financial statements.


                                        7
<PAGE>

                                ENTER TECH CORP.
                          NOTES TO FINANCIAL STATEMENTS
                            June 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 outstanding common stock of the Company after the
merger, 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.


                                        8
<PAGE>

(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

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 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 former director. The Company
received $60,000 of deposits related to these orders.


                                        9
<PAGE>

(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 II, Item 2 of Form 10-QSB.


                                       10
<PAGE>

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:

                 -                  FUTURE CAPITAL COSTS OF RESEARCH AND
                                    DEVELOPMENT,
                 -                  THE SIZE OF VARIOUS MARKETS,
                 -                  MARKET SHARE,
                 -                  PROJECT MARGINS,
                 -                  REPAYMENT OF DEBT,
                 -                  BUSINESS STRATEGIES, AND
                 -                  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:

                  -                  HISTORICAL TRENDS,
                  -                  CURRENT CONDITIONS,
                  -                  EXPECTED FUTURE DEVELOPMENTS, AND
                  -                  OTHER FACTORS WE BELIEVE ARE APPROPRIATE
                                     IN THE CIRCUMSTANCES.

THOSE STATEMENTS ARE AFFECTED BY A NUMBER OF ASSUMPTIONS INCLUDING:

                  -                  RISKS AND UNCERTAINTIES,
                  -                  GENERAL ECONOMIC AND BUSINESS CONDITIONS,
                  -                  THE BUSINESS OPPORTUNITIES THAT MAY BE
                                     PRESENTED TO AND PURSUED BY US,
                  -                  CHANGES IN LAWS OR REGULATIONS AND OTHER
                                     FACTORS, MANY OF WHICH ARE BEYOND OUR
                                     CONTROL, AND
                  -                  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.


                                       11
<PAGE>

         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. As of August 16, 1999, we had
cash balance of $0. Our capital requirements to conduct our plan of operation
as described in this report is significant, and 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 plan to attempt to satisfy our capital requirements
for the next 12 months by selling our securities and obtaining financing from
third parties. We also may form joint ventures with third parties to conduct
our plan of operation. If we are unable to obtain financing from third
parties, the sale of our securities or some other source, or form joint
ventures with third parties to conduct our plan of operation, it is unlikely
that we will continue as a going concern.

         We previously reported in early 1999 that we were seeking funding
from independent sources in the amount of $500,000. As described under "Item
2. Changes in Securities," we sold $200,000 of our Series A Preferred Stock
in April 1999 as contemplated by that funding. We, however, repurchased in
July 1999 all of the Series A Preferred Stock sold in that transaction for
$200,000. We did not otherwise finalize the terms of that funding with any
other persons or locate purchasers committed to the funding. We have
terminated our attempts to obtain that particular funding.

         DESCRIPTION OF OUR PLAN OF OPERATION

         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 and 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 after the merger.

         We have not as of August 16, 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 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. We previously reported that we were
hopeful that we could commence production of kiosks during 1999.


                                       12
<PAGE>

However, 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 and have that prototype 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.

         As conceived, each kiosk vending machine would have software, music
and eventually digital video stored on disks or hard drives and 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 to permit monitoring, performance analysis, addition
and subtraction of software and music selections and eventually digital
television selections. Further the telephone and computer modem would permit
confirmation of credit card and smart card purchases.

         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.

         COMPETITION

         The area of business in which we intend to engage 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 product we may develop or become profitable.

         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 Corporation 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.


                                       13
<PAGE>

         In October 1998, we and our transfer agent permitted Mach One
Corporation to transfer 835,000 shares of our common stock represented by its
certificate to seven persons. The stock certificates received by those seven
persons should have contained a restrictive legend similar to the restrictive
legend on Mach One Corporation's certificate 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 and some of those persons have subsequently transferred
some of their shares of our common stock to other persons in unregistered
transactions.

         As of August 16, 1999, we had entered into agreements with some of
our shareholders to whom the 835,000 shares were transferred that will
require those shareholders 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. We currently are in the process of obtaining the 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 August 16, 1999, 3,650,000 shares of our common stock were
issued and outstanding. Our transfer agent's records as of that date provide
that 2,400,000 shares of our outstanding common stock are "restricted
securities" as that term is defined under Rule 144 of the Securities Act.
However, that amount does not include any 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 the 835,000 shares of our common
stock in an unregistered transaction. As of August 16, 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 but we have not confirmed with Microsoft whether those products are
Year 2000 compliant.

                                       14
<PAGE>



         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.

         To the extent we begin constructing a prototype of the kiosks during
the next 12 months we will obtain representations from the vendors of the
hardware components and software used in the prototype that those products
are Year 2000 compliant.

         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.

         We sold 66,667 shares of our Series A Preferred Stock for $200,000
in April 1999 to one person. We did not pay any commissions to anyone in
connection with that transaction. We did not register that transaction in
reliance upon Section 4(2) under the Securities Act of 1933. In July 1999, we
repurchased all of the shares of Series A Preferred Stock sold in that
transaction for $200,000. There currently are not any shares of our Series A
Preferred Stock outstanding.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

         None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.

ITEM 5. OTHER INFORMATION.

         Effective June 28, 1999, Roger R. Myatt resigned from his position
as one of our directors. Effective July 24, 1999, Charles D. Mullin and
Arthur W. Hogan resigned from their positions as our officers and directors.
We did not have any remaining officers and directors after those persons
resigned from their positions with us. The Executive Compensation


                                       15
<PAGE>

Agreement dated May17, 1999 between us and Mr.Mullin, which is included as
Exhibit10.1 to this Form10-QSB, terminated on the date he resigned.

         Effective July 28, 1999 our majority stockholder, Mach One
Corporation, took action by written consent without holding a meeting to
elect the following persons as our directors:

         -         Sam Lindsey,
         -         David Matus, and
         -         Cliff Pettee.

         On July 30, 1999, our board of directors appointed Sam Lindsey as
our Chairman of the Board and President and David Matus as our Secretary.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      Exhibits

<TABLE>
<CAPTION>
                  Exhibit No.         Description
                  -----------         -----------
                  <C>                 <S>
                  10.1                Executive Compensation Agreement dated May 17, 1999
                                      between us and Charles D. Mullin.   Filed herewith.

                  10.2                Consulting Agreement dated January
                                      1, 1999 between us and Advance
                                      Marketing Analysis. Filed herewith.

                  10.3                Agreement dated January 5, 1999 between us and Sam
                                      Lindsey.   Filed herewith.

                  27.1                Financial Date Schedule.   Filed herewith.

</TABLE>

         (b)      Form 8-Ks

         We did not file any Current Reports on Form 8-K during the quarter
ended June 30, 1999.


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<PAGE>

                                   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: August 18, 1999                     ENTER TECH CORP.


                                  By:   /s/ Sam Lindsey
                                        ----------------------------------
                                        Sam Lindsey, President and Chief
                                        Financial Officer


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