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 June 30, 2000

                       Commission File Number: 0-21241

                              ENTER TECH CORPORATION
        ----------------------------------------------------------------
        (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 June 30, 2000,  21,908,000  shares of common  stock,  $.0001 par value per
share, were outstanding.

Transitional Small Business Disclosure Format (check one): Yes__    No X



<PAGE>

                             ENTER TECH CORPORATION

                                     INDEX

                                                                           Page
                                                                          Number
                                                                          ------

Part I.   Financial Information

     Item I.   Financial Statements

               Review Report of Independent Certified
                 Public Accountant                                           3

               Consolidated Balance Sheets as of
                 June 30, 2000 and December 31, 1999                         4

               Consolidated Statements of Operations,
                 Three Months Ended June 30, 2000 and
                 June 30, 1999                                               5

               Consolidated Statements of Operations,
                 Six Months Ended June 30, 2000 and
                 June 30, 1999                                               6

               Consolidated Statements of Cash Flows,
                 Six Months Ended June 30, 2000 and
                 June 30, 1999                                               7

               Notes to Consolidated Financial Statements                    8

     Item 2.   Management's Discussion and Analysis of
                 Financial Conditions and Results of
                 Operations                                                 10

Part II.  Other Information                                                 11

     Item 1.   Legal Proceedings.

     Item 2.   Changes in Securities.

     Item 3.   Defaults upon Senior Securities.

     Item 4.   Submission of Matters to a Vote of Security Holders.

     Item 5.   Other Information.

     Item 6.   Exhibits and Reports on Form 8-K.


                                      -2-
<PAGE>

                         PART I. FINANCIAL INFORMATION
                         ------------------------------

ITEM 1.  FINANCIAL STATEMENTS
-----------------------------


REVIEW REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT



The Board of Directors
Enter Tech Corporation
Loveland, Colorado

We have reviewed the accompanying  balance sheet of Enter Tech Corporation as of
June 30, 2000,  and the related  statements of operations and cash flows for the
three  months and six months  then  ended,  in  accordance  with  Statements  on
Standards for Accounting and Review Services issued by the American Institute of
Certified  Public  Accountants.  All  information  included  in these  financial
statements is the representation of the management of Enter Tech Corporation

A review of interim financial  statements  consists  principally of inquiries of
Company personnel  responsible for financial  matters and analytical  procedures
applied  to  financial  data.  It is  substantially  less in scope than an audit
conducted  in  accordance  with  generally  accepted  auditing  standards,   the
objective  of which is the  expression  of an opinion  regarding  the  financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements  in order  for them to be in
conformity with generally accepted accounting principles.

As  discussed  in the  notes to the  financial  statements,  certain  conditions
indicate  that the Company may be unable to  continue  as a going  concern.  The
accompanying  financial  statements  do  not  include  any  adjustments  to  the
financial  statements  that might be  necessary  should the Company be unable to
continue as a going concern.


                                        /S/ Schumacher & Associates, Inc.
                                        Schumacher & Associates, Inc.
                                        Certified Public Accountants
                                        2525 Fifteenth Street, Suite 3H
                                        Denver, Colorado 80211
August 11, 2000

                                      -3-
<PAGE>


                          ENTER TECH CORPORATION
                       CONSOLIDATED BALANCE SHEETS
                                (Unaudited)

                                   ASSETS

                                                       June 30      December 31
                                                         2000          1999
                                                     -----------    -----------
Current Assets
 Cash                                                $    92,526    $       14
                                                     -----------    ----------
  Total Current Assets                                    92,526            14

Note receivable, related party                             4,173             -
Equipment, net of accumulated
 depreciation of $4,979                                   98,536         7,373
Deferred offering costs                                  100,000             -
Other                                                      4,979             -
                                                     -----------    ----------

  Total Assets                                       $   300,214    $    7,387
                                                     ===========    ==========


             LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
     Accounts payable                                $    82,008    $   35,512
     Stock compensation payable                          201,825     1,103,574
     Customer deposits                                    60,000        60,000
     Related party payables                              354,151       322,009
     Notes payable, other                                250,000        15,806
                                                     -----------    ----------
  Total Current Liabilities                              947,984     1,536,901
                                                     -----------    ----------

Commitments and contingencies
  (Notes 2,3,4,5,6,7,8,9,10 and 11)                            -             -

Stockholders' (Deficit):
     Preferred Stock, $.0001 par value,
          5,000,000 shares authorized
          1,000,000 issued and outstanding                   100             -
     Common Stock, $.0001 par value,
          100,000,000 shares authorized
          21,908,000 shares issued and
          outstanding                                       2,191           385
     Additional paid-in capital                        17,028,059       381,618
     Stock subscriptions receivable,
      cash                                             (9,400,000)            -
     Stock subscriptions receivable,
      services                                         (5,100,064)            -
     Accumulated deficit                               (3,178,056)   (1,911,517)
                                                      -----------    ----------
Total Stockholders' (Deficit)                            (647,770)   (1,529,514)
                                                      -----------    ----------

Total Liabilities and
      Stockholders' (Deficit)                         $   300,214    $    7,387
                                                      ===========    ==========

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

                                      -4-
<PAGE>


                            ENTER TECH CORPORATION
                 CONSOLIDATED STATEMENTS OF OPERATIONS
                              (Unaudited)

                                               Three Months       Three Months
                                                  Ended               Ended
                                                 June 30,            June 30,
                                                   2000                1999
                                               ------------       ------------

Revenues                                        $         -        $         -
                                                -----------        -----------

Operating Expenses:
     Salaries                                       129,943                  -
     Depreciation                                     3,750                  -
     Professional fees                              208,627             40,150
     Rent                                            28,632              4,350
     Stock issued for services                      608,998                  -
     Travel                                          64,944             11,412
     Telephone                                       10,559              1,508
     Sales promotion                                      -             20,500
     Other                                          114,744              5,062
                                                -----------        -----------
       Total Operating Expenses                   1,170,197             82,982
                                                -----------        -----------

Net Loss to Common Shareholders                 $(1,170,197)       $   (82,982)
                                                ===========        ===========

Net Loss Per Common Share                       $      (.08)       $      (.02)
                                                ===========        ===========

Weighted Average Number
 of Shares Outstanding                           15,346,333          3,650,000
                                                ===========        ===========

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


                                      -5-

<PAGE>


                            ENTER TECH CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                Six Months          Six Months
                                                  Ended               Ended
                                                 June 30,            June 30,
                                                   2000                1999
                                               -----------         -----------


Revenues                                       $         -         $         -
                                               -----------         -----------

Operating Expenses:
     Salaries                                      129,943                  -
     Depreciation                                    4,160                  -
     Professional fees                             285,789             79,350
     Rent                                           33,132              7,050
     Stock issued for services                     617,998                  -
     Travel                                         67,516             13,666
     Telephone                                      11,422              3,517
     Sales promotion                                     -             20,500
     Other                                         116,579              7,662
                                               -----------        -----------
       Total Operating Expenses                  1,266,539            131,745
                                               -----------        -----------

Net Loss to Common Stockholders                $(1,266,539)       $  (131,745)
                                               ===========        ===========

Net Loss Per Common Share                      $      (.09)       $      (.04)
                                               ===========        ===========

Weighted Average Number
 of Shares Outstanding                          14,435,333          3,650,000
                                               ===========        ===========

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

                                      -6-

<PAGE>


                             ENTER TECH CORPORATION
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (Unaudited)

                                                    Six Months       Six Months
                                                      Ended            Ended
                                                     June 30,         June 30,
                                                       2000             1999
                                                    ----------       ----------
Cash Flows Operating Activities:
     Net (loss)                                    $(1,266,539)      $ (131,745)
     Adjustment to reconcile net
      (loss) to net cash provided
      by operating activities:
       Depreciation                                      4,160                -
       Stock for services                              617,998                -
       (Increase) in note receivable
        related party                                   (4,173)               -
       Increase in accounts payable
        and accrued expenses                            46,496            2,375
       Other                                           (12,239)               -
                                                   -----------       ----------
  Net Cash (Used in) Operating
   Activities                                         (614,297)        (129,370)
                                                   -----------       ----------
Cash Flows from Investing
 Activities
      (Investment) in equipment                        (59,527)          (5,092)
      Deferred offering costs                         (100,000)               -
                                                   -----------       ----------

  Net Cash (Used in) Investing
   Activities                                         (159,527)          (5,092)
                                                   -----------       ----------
Cash Flows from Financing
 Activities:
   Common stock issued and
    additional paid-in capital                        600,000                 -
   Increase in notes payable                          234,194                 -
   Increase in payable, related
    parties                                            32,142           134,462
                                                   ----------        ----------
  Net Cash Provided by Financing
   Activities                                         866,336           134,462
                                                   ----------        ----------
Increase in Cash                                       92,512                 -
                                                   ----------        ----------
Cash, Beginning of Period                          $       14        $        -
                                                   ==========        ==========
Cash, End of Period                                $   92,526        $        -
                                                   ==========        ==========
Interest Paid                                      $       62        $        -
                                                   ==========        ==========
Income Taxes Paid                                  $        -        $        -
                                                   ==========        ==========

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

                                      -7-
<PAGE>



                             ENTER TECH CORPORATION
                NOTES TO FINANCIAL CONSOLIDATED STATEMENTS
                              June 30, 2000
                               (Unaudited)


(1)  Condensed Financial Statements
     ------------------------------

The  financial  statements  included  herein  have been  prepared  by Enter Tech
Corporation  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 Corporation 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, 1999  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 Corporation later in the year.

The  management  of  Enter  Tech  Corporation  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 Combinations
         ---------------------

On January 7, 2000,  the Company  entered into an agreement  with  Shopping Mall
Online,  Inc.  and  an  individual  whereby  the  Company  acquired  80%  of the
outstanding  common stock of Shopping  Mall Online.  The  consideration  for the
acquisition was 2,400,000  shares of the Company's  common stock.  The agreement
also provides  that if for any reason the Company's  common stock is not trading
above a $1.00 bid price at the time the Rule 144 restrictive legend on the stock
certificate for the 2,400,000  shares of the Company's  common stock is removed,
the Company will issue additional  shares of its common stock to the individual.
The value of the additional  shares to be issued will be equal to the difference
between  $2.4  million  and the value of the  2,400,000  shares of common  stock
issued under the agreement  based on the then  existing bid price.  The business
combination has been accounted for as a purchase.  No goodwill has been recorded
in the  transaction  because the former owner of Shopping Mall Online,  Inc. now
owns 31% of the Company. The 2,400,000 shares of common stock have been recorded
at  predecessor  cost of  Shopping  Mall  Online,  Inc.  All  costs  related  to
development of Shopping Mall Online, Inc. have been expensed.
The  agreement  also provides the voting rights with respect to the common stock
of Shopping Mall Online will remain with the  individual  until the  restrictive
legend on the 2,400,000 shares of the Company's common stock is removed.  If for
any reason the Company is declared insolvent or files for bankruptcy  protection
after the date of the agreement  until the  restrictive  legend on the Company's
common stock is removed, Shopping Mall Online will have the right to rescind the
agreement. Shopping Mall Online has the right under the agreement to appoint one
person nominated by the individual to the board of directors of the Company.

                                      -8-
<PAGE>


                             ENTER TECH CORPORATION
                 NOTES TO FINANCIAL CONSOLIDATED STATEMENTS
                              June 30, 2000
                               (Unaudited)

(2)      Business Combinations, continued
         --------------------------------

Prior to the  foregoing  transaction,  Shopping  Mall Online was owned solely by
this  individual.  This  individual  is also the  principal  owner of  Integrity
Capital,  Inc.  Integrity Capital provides investor  relations  services for the
Company.

On April 19, 2000, the Company acquired 80% of the outstanding  shares of common
stock of WavePower, Inc., a development stage company, in exchange for 5,000,000
restricted shares of the Company's common stock under an Acquisition  Agreement.
In addition,  the Company  agreed to reserve  3,000,000  shares of its 5,000,000
authorized  shares of preferred  stock for  issuance as further  payment for the
acquisition to the former sole shareholder of WavePower, Inc. These shares would
be issued  upon  exercise  of an option to be  granted to the  shareholder.  The
option would provide:

     (a)  For a three year term ending April 30, 2003;
     (b)  For an exercise price of $.001 per share;
     (c)  For  the  exercise  of up to  1,000,000  shares  during  each  of  the
          following periods during the term of the employment agreement with the
          option holder:  12th and 13th months,  24th and 25th months,  and 35th
          and 36th months.  The option further provides that its exercise of the
          stated amounts during the  respective  periods is further  conditioned
          upon  WavePower,  Inc.  meeting stated amounts of net pre tax profits.
          The acquisition  agreement also provides that The remaining  2,000,000
          authorized  shares of the Company's  preferred  stock may be issued to
          the  existing  member  of the  Company's  management  and  significant
          consultants.

The 5,000,000  shares of restricted  common stock that were issued to WavePower,
Inc.  increased the Company's  outstanding shares of common stock to 12,783,000.
The transaction was recorded at predecessor cost since the 5,000,000 shares were
approximately 39% of the Company's total issued and outstanding shares of common
stock.

(3)      Marketing and Administration of Sales Agreement
         -----------------------------------------------

The  Company  has  entered  into an  agreement  with a previous  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  kiosk
software vending units at $50,000 per unit from a previous director. The Company
received $60,000 of deposits  related to these orders.  The Company is uncertain
whether it will be able to deliver the units and it is not  determinable at this
time whether a refund will be  required.  A  contingency  exists with respect to
this matter, the ultimate resolution of which cannot presently be determined.


                                      -9-
<PAGE>


                             ENTER TECH CORPORATION
                 NOTES TO FINANCIAL CONSOLIDATED STATEMENTS
                              June 30, 2000
                               (Unaudited)

(4)      Basis of Presentation - Going Concern
         -------------------------------------

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern.  However, the Company has sustained operating losses
since its inception and has a net capital  deficiency.  Management is attempting
to raise additional capital.

In  view  of  these  matters,  realization  of  certain  of  the  assets  in the
accompanying  balance  sheet  is  dependent  upon  continued  operations  of the
Company,  which in turn is  dependent  upon the  Company's  ability  to meet its
financial requirements,  raise additional capital, and the success of its future
operations.
Management  is in the  process of  attempting  to raise  additional  capital and
reduce  operating  expenses.  Management  believes  that  its  ability  to raise
additional  capital and reduce operating expenses provide an opportunity for the
Company to continue as a going concern.

(5)      Preferred Stock
         ---------------

On April 10, 2000, the board of directors of the Company agreed to establish two
voting trusts in which the Company would place 5,000,000 shares of the Company's
preferred stock. The first trust will contain  3,000,000  preferred shares being
held in reserve  for the  acquisition  of  WavePower,  Inc.  as  outlined in the
definitive  agreement.  The second trust will contain 2,000,000 preferred shares
of  Company  stock that will be used for the  benefit  and  distribution  to the
officers,  directors and significant  consultants to the Company with the option
of a distribution  of up to 1,000,000 of these  preferred  shares for additional
compensation as they may, from time to time,  come available to the Company.  As
of June 30, 2000, these 1,000,000  preferred shares were issued to two directors
and a consultant  of the Company.  The president of the Company will retain sole
voting rights for both trusts.

The 5,000,000 shares of preferred stock has the following rights, privileges and
limitations:

     (a)  It has a  liquidation  preference  to  receive  any  distributions  in
          liquidation  of the  Company up to the amount of $0.10 per share,  but
          does not participate in any additional distributions,
     (b)  It has the right to vote five votes per share on all issues considered
          by the shareholders,
     (c)  It is  convertible  into two shares of common  stock for each share of
          preferred, and
     (d)  It is callable by the Company upon 30 days written notice at $.001 per
          share,  provided that the holder may convert the preferred into common
          stock during the 30-day period.


                                      -10-
<PAGE>


                             ENTER TECH CORPORATION
                 NOTES TO FINANCIAL CONSOLIDATED STATEMENTS
                              June 30, 2000
                               (Unaudited)

(6)      Equity Financing Agreement
         --------------------------

On March 15, 2000, the Company  entered into a stock  purchase and  subscription
agreement with the Reserve  Foundation  Trust,  whereby the trust is to purchase
6,000,000  restricted  shares of the  Company's  common  stock in  exchange  for
$10,000,000.  When the agreement was signed the trust  provided the Company with
$50,000 in interim debt financing.  That amount was subsequently  increased to a
total of $250,000.  The interim  financing the trust provided the Company in the
amount  of  $250,000  is to be  repaid  in full as per the  terms  of the  Stock
Purchase and  Subscription  agreement on or before May 15, 2000.  As of June 30,
2000, the Company has not paid this debt.

On May 4, 2000,  the Trust  indicated  that all conditions to the stock purchase
had been satisfied and that it would go forward with  providing the  $10,000,000
in funds to the Company.  As of June 12, 2000,  $600,000 of the subscribed funds
had been  received.  On July 19, 2000, the Board of Directors of the Company met
to discuss  banking/funding  problems with the Reserve  Foundation  Trust. As of
August 1, 2000,  the  Company  instructed  corporate  counsel to prepare to take
whatever  action  it  deemed  is  appropriate  and in the best  interest  of the
Company.  As of August 11, 2000, counsel had not yet taken action on the matter.
The Company has issued stock  certificates  for the  6,000,000  shares of common
stock to be purchased by the Trust.  These stock certificates are being held for
delivery until the Trust funds the entire stock purchase  amount of $10,000,000.
The Company has recorded  remaining  $9,400,000 to be collected as subscriptions
receivable-cash at June 30, 2000.

(7)      Litigation
         ----------

Litigation  against  the  Company  has been  threatened  during  May,  2000 by a
corporation  which  alleges  that the Company has not  fulfilled an agreement to
issue 1,000,000  shares of the Company's  common stock in  consideration  of the
waiver of any  rights by the  corporation  or  affiliated  entities  to  acquire
WavePower, Inc., which the Company acquired on April 19, 2000. The Company is of
the view that the  conditions  precedent  to the issuance of such stock were not
fulfilled and that the agreement was repudiated.  The Company filed an answer to
the complaint on June 29, 2000. Due to the preliminary stage of the matter,  the
ultimate resolution of this contingency cannot presently be determined.

(8)      Litigation- Former Officer
         --------------------------

During February,  2000 the Company commenced litigation against a former officer
of  the  Company  alleging  failure  of  the  former  officer  to  meet  certain
performance  standards.  The Company is seeking cancellation of the agreement to
issue 750,000  shares of Company  common stock and the payment of $500 per month
compensation  to the former  officer  and the return of 500,000  shares of stock
previously  issued.  A  contingency  exists  with  respect to this  matter,  the
ultimate resolution of which cannot presently be determined.


                                      -11-
<PAGE>


                             ENTER TECH CORPORATION
                 NOTES TO FINANCIAL CONSOLIDATED STATEMENTS
                              June 30, 2000
                               (Unaudited)

(9)      Employment/Consulting Contracts
         -------------------------------

On April 15, 2000. the Company renewed a consulting agreement with a director of
the Company,  whereby the director  will receive  $10,000 and various  executive
benefits per month for a period of three years.

Also on April 15,  2000,  the Company  renewed a  consulting  agreement  with an
individual,  whereby the individual will receive  $10,000 and various  executive
benefits per month for a period of three years.

Also on April 15, 2000,  the Company  entered into an agreement with a financial
management company, whereby the entity will manage all of its funds. The Company
has applied to this entity for a private  placement  not to exceed the principal
sum of  $10,000,000.  Under the  agreement,  the Company  shall pay $30,000 as a
refundable  deposit plus 10% of the amount of capital raised or interest  earned
for the Company.  As of June 30, 2000,  the Company has paid $100,000 in fees to
this  entity and has  accounted  for this  amount as  deferred  offering  costs.
Deferred  offering costs will be charged against the proceeds of the offering if
successful.  The  offering  costs  will  be  expensed  if  the  offering  is not
successful.

On April 19, 2000,  the Company  entered into an employment  agreement  with the
president of WavePower,  whereby the president will receive $104,000 and various
executive benefits per year for a period of three years.

In May 2000,  the  Company's  subsidiary  WavePower  entered into an  employment
agreement  with its vice  president,  whereby the vice  president  will  receive
$98,000 and various executive benefits per year for a period of three years.

On May 22,  2000,  the Company  entered  into an  employment  agreement  with an
individual  engaged as  President  of the Company,  whereby the  President  will
receive  $9,000 and various  executive  benefits per month for a period of three
years.

Also on May 22, 2000, the Company  entered into an employment  agreement with an
individual to be director of business development,  whereby this individual will
receive  25,000  restricted  shares of the Company and monthly  compensation  as
follows:

         March - May 2000                            $5,000
         June - August 2000                           6,000
         September - November 2000                    7,000
         December 2000 - February 2003                8,000

(10)     Marketing and Other Services Agreements
         ---------------------------------------

On June 6, 2000, the Company entered into  agreements with various  companies to
provide  various  marketing and other  services.  The Company  issued  3,125,000
shares of restricted common stock in exchange for their promise to perform these
services  during  the  12-18  month  period   following  the  execution  of  the
agreements.  The Company has recorded 90% of the market value of these shares at
the   time   of   issuance   totaling    $5,273,437   as   stock   subscriptions
receivable-services,  and has charged  $173,373 to an expense  representing  the
services performed as of June 30, 2000.

                                      -12-

<PAGE>


                             ENTER TECH CORPORATION
                 NOTES TO FINANCIAL CONSOLIDATED STATEMENTS
                              June 30, 2000
                               (Unaudited)

(11)     Subsequent Event
         ----------------

On July 1, 2000,  the Company  entered into a lease  agreement to pay $3,000 per
month  for new  office  space.  The  agreement  is for a term of five  years and
commences in September 2000.

     During July 2000, Enter Tech was not able to meet payroll and payroll taxes
due to the  Funding  problems  reported  by the Reserve  Foundation  Trust.  The
Company's  employees  in general  have agreed to an option of being paid minimum
wage in cash and the remainder of their salaries being issued in S-8 stock.  The
Company  intends to issue S-8 stock once  counsel  has given its  opinion on the
matter and a Registration Statement on Form S-8 is filed.




                                      -13-
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
--------------------------------------------------------------------------------

     The following  discussion of our plan of operation  should be read together
with the financial  statements  and the related notes in Item 1 of Part I above.
As discussed in the notes to the financial  statements,  there are circumstances
that indicate that Enter Tech may be unable to continue as a going  concern.  We
cannot assure you that our plans in that regard will be  successful  and that we
will be able to continue as a going concern.

OVERVIEW

     Enter Tech is a development  stage company  formed in July 1996 and we have
not yet generated  revenues from our planned principle  operations.  Since Enter
Tech's acquisition in June 1998 of Links Ltd., also a development stage company,
we have focused on attempting to develop a prototype  kiosk, or vending machine,
through which Links had previously  planned to market computer  software,  music
and possibly  digital  video  products  stored on disks or computer hard drives.
Enter Tech has not yet been  successful  in developing a  commercially  feasible
prototype  of the proposed  kiosk and the company has  continued to evaluate the
alternative  of  acquiring or creating a strategic  relationship  with a company
which has already  developed  a similar  kiosk  concept.  We have  identified  a
potential  strategic  partnership  with a company  that has  developed a similar
kiosk  and are in the  process  of  defining  the  terms of a joint  venture  or
licensing agreement. We continue to focus on a strategy of acquiring or creating
strategic  relationships  with other companies with proprietary  technology that
will help the company meet its goal of providing the highest-level, best-quality
delivery  of  information,  entertainment,  goods  and  services  in  a  digital
environment   and  will  also  compliment  the  kiosk  concepts  and  e-commerce
technologies of the company.

RECENT SIGNIFICANT EVENTS

WavePower Acquisition

     On April 19, 2000,  Enter Tech  acquired 80% of the  outstanding  shares of
common stock of WavePower,  Inc., a development  stage company,  in exchange for
the issuance of 5,000,000  restricted shares of Enter Tech common stock under an
"Acquisition  Agreement".  In addition,  Enter Tech agreed to reserve  3,000,000
shares of its  5,000,000  authorized  shares of preferred  stock for issuance as
further payment for the acquisition to the former sole shareholder of WavePower.
These  shares  would be issued  upon  exercise of an option to be granted to the
shareholder.  The option would  provide:

     (i)  For a three year term ending April 30, 2003;

    (ii)  For and exercise price of $.001 per share;

   (iii)  For  the  exercise  of up to  1,000,000  shares  during  each  of  the
          following periods during the term of the employment agreement with the
          optionholder; 12th and 13th months, 24th and 25th months, and 35th and
          36th  months.  The option  further  provides  that its exercise of the
          stated amounts during the  respective  periods is further  conditioned
          upon WavePower,  Inc.  meeting stated amounts of net pre-tax  profits.
          The Acquisition  Agreement also provides that the remaining  2,000,000
          authorized  shares of Enter Tech preferred  stock may be issued to the
          existing members of Enter Tech management and significant consultants.

Preferred Stock

         The  5,000,000  shares of  Preferred  Stock has the  following  rights,
privileges and limitations:

     (i)  It has a  liquidation  preference  to  receive  any  distributions  in
          liquidation  of Enter Tech up to the  amount of $0.10 per  share,  but
          does not participate in any additional distributions;

    (ii)  It has the right to vote five votes per share on all issues considered
          by the shareholders;

   (iii)  It is  convertible  into two shares of common  stock for each share of
          preferred, and

    (iv)  It is callable by Enter Tech upon 30 days written  notice at $.001 per
          share;  provided that the holder may convert the preferred into common
          stock during the 30-day period.

                                      -14-
<PAGE>


     WavePower  plans to become an  application  service  provider and is in the
process of developing a network that moves traditional computer applications out
of the  conventional  personal  computer and onto a central  network.  WavePower
intends  that  users  will  then be  able to  freely  access  all of the  power,
applications and connectivity of a series of networked  computers from their own
individual  terminal.  WavePower has  finalized  their Plan of Operation and are
beginning to implement certain strategies.


Agreement for $10 Million Equity Financing

     On  March  15,  2000,   Enter  Tech  entered  into  a  stock  purchase  and
subscription  agreement with the Reserve  Foundation Trust under which the trust
is to  purchase  6,000,000  restricted  shares  of Enter  Tech  common  stock in
exchange  for cash of $10  million.  When the  agreement  was signed,  the Trust
provided  Enter Tech with  $50,000 in interim  debt  financing.  That amount was
subsequently  increased  to a total  of  $250,000.  On May 4,  2000,  the  Trust
indicated  that all conditions to the stock purchase had been satisfied and that
it would go forward with providing the $10 million in funds to Enter Tech. As of
June 12, 2000,  $600,000 of the subscribed funds had been received.  On July 19,
2000,  the  Board of  Directors  of Enter  Tech met to  discuss  banking/funding
problems with the Reserve  Foundation  Trust.  As of August 1, 2000,  Enter Tech
instructed  corporate  counsel to prepare to take  whatever  action it deemed is
appropriate  and in the best  interest of the Officers,  Directors,  Management,
Employees and  Shareholders of Enter Tech. As of August 11, 2000 counsel had not
yet taken action on the matter. Enter Tech has issued stock certificates for the
6,000,000  shares of common  stock to be  purchased  by the Trust.  These  stock
certificates  are being held for delivery until the Trust funds the entire stock
purchase amount of $10 million.


Marketing Agreements

     On June 6, 2000,  Enter Tech entered in  agreements  with a  consortium  of
companies to facilitate  development of markets and revenue  sources,  strategic
development  partners,  business  intelligence,  investor  relations  and public
relations  efforts on a global  basis.  The company  issued shares of restricted
stock to the following in exchange for their promise to perform  services of the
described  natures during the 12-18 month period  following the execution of the
agreements:
<TABLE>
<CAPTION>

         Party                              Number of Shares           Nature of Services
         -----                              ----------------           ------------------
<S>                                         <C>                        <C>
The Challenge Limited                       900,000 shares             Development of Latin American
                                                                       markets, strategic partners and
                                                                       affiliations

Profile Venture, Ltd.                       800,000 shares             Development of Pacific Rim
                                                                       Markets, strategic partners and
                                                                       Affiliations

Skyline Marketing Associates, Ltd.          825,000 shares             Developments of European
                                                                       Union markets, strategic
                                                                       Partners and affiliations

Wall Street Relations Group                 300,000 shares             Investor and Public Relations
                                                                       Services

California Business Intelligence, Inc.      300,000 shares             Business Information and
                                                                       Intelligence services

</TABLE>


                                      -15-
<PAGE>


Lease of New Facilities

     On July 1, 2000 Enter Tech entered into a lease agreement to pay $3,000 per
month for  approximately  2,637 square feet of office  space  located at 1031 N.
Lincoln Avenue,  Loveland,  Colorado for a term of 5 years. The company does not
plan  to  occupy  the  space  until   September   because  of   remodeling   and
infrastructure upgrades currently taking place.

     On July 21, 2000,  Enter Tech was not able to meet  payroll  because of the
Funding  problems  reported by the Reserve  Foundation  Trust. The Company began
aggressively  seeking other sources of funding to continue its operations  while
the issue with the  Reserve  Foundation  Trust was  solved or other  substantial
funding  sources  were  found.  As of August 11,  2000,  Enter Tech had missed 2
payroll periods.  In order to continue  operations,  the Company  approached the
employees  with an option to be paid minimum wage in cash with the  remainder of
their  salaries  being issued in S-8 stock.  Employees in general have agreed to
this method of payment,  pending  counsel's review of its legality.  The Company
intends to issue S-8 stock once  counsel has given its opinion in the matter and
a  Registration  Statement  on Form S-8 has been filed with the  Securities  and
Exchange Commission.


DESCRIPTION OF OUR CURRENT PLAN OF OPERATION

     Our current plan of operation for the next 12 months primarily involves the
development  of our kiosk  technology,  pursuit of Shopping Mall Online's  (SMO)
web-hosting and  interactive  kiosk placement in shopping malls and other retail
outlets, and continued  development of WavePower's  application service provider
network.

     Shopping  Mall  Online  has  defined  the  terms  of an  agreement  for the
placement of several  kiosks in  properties  owned by a particular  developer as
part  of  a  beta-test  before  portfolio-wide  deployment.  Additionally,  this
agreement  outlines the terms for SMO to design and manage a  developer-specific
web site within the Shopping Mall Online web site for the portfolio  properties.
As of August 11, 2000,  this agreement had not yet been  finalized.  SMO is also
actively  pursuing  relationships  with several other mall developers,  consumer
brands and  retailers at this time.  There is no certainty  that any  additional
developers, retailers or consumer brands will enter into agreements with the SMO
at this time.

     SMO has entered into agreement with Solo Search, Inc. to provide a software
solution that will interface with the SMO website to facilitate on-line searches
for sales  information.  The anticipated launch date for the new SMO web site is
expected in the third quarter, 2000.

     In addition, SMO is pursuing potential strategic relationships with several
companies  that have  created a kiosk  concept  suitable  for the SMO  marketing
model.  Some of those  companies  already  have several  mall  developers  under
contract at this time. As of August 11, 2000, SMO has not finalized an agreement
with any of these companies. The company cannot guarantee that an agreement will
be reached nor can it rely on previous  contracts and  commitments  made to that
company. If no agreement is reached with these companies, SMO has already priced
the anticipated  design and building of several prototypes through a third-party
vendor.  If  necessary,  this vendor can  complete  the  prototype,  test it and
finalize a commercial unit based on the SMO concept in approximately 90 days

         WavePower  finalized their Plan of Operation as of June 26, 2000. Based
on that plan,  the company  has begun  final  development  of its  software  and
services.  WavePower  has  defined  their  initial  target  market  as the hotel
industry and are active in creating  relationships  at this time. They have also
identified  several  strategic  relationships  that may  expedite  their time to
market  and have  begun  conversations  about a  mutually  advantageous  working
agreement.

     Enter Tech Corporation has continued to develop our plan of a kiosk through
which to market computer software, music and possibly digital video products. We
have  identified a company that has created a kiosk  concept  acceptable  to the
company and are negotiating  terms for both a national and  international  joint
marketing license.  If such a license is completed,  the company believes it may
be able to bring a commercially  viable kiosk to market within 12 months. In the
event the license  agreement  does not  transpire,  the company may continue its
efforts to develop a prototype  However,  we cannot assure you that we will ever
be able to develop a commercially  successful  kiosk, nor can we assure you that
any kiosk concept  licensed from another  company will be a commercially  viable
product.


                                      -16-
<PAGE>


     We plan to identify and investigate merger and acquisition  candidates that
may be brought to our  attention  through our present  associations.  We plan to
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 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.

     We have not  established a specific  level of revenues,  earnings or assets
below which we would not consider a potential  target company for an acquisition
or alliance.  Moreover,  we may identify an attractive  target  company that may
currently  be  generating  losses but which we believe has a promising  business
plan.  Although we plan to proceed with what we believe is an appropriate  level
of due diligence in  implementing  this strategy,  we cannot assure you that any
acquisition  or alliance will be successful or that we will achieve the expected
benefits from the transaction.

LIQUIDITY AND CAPITAL RESOURCES

     As of  June  30,  2000,  Enter  Tech  had  $92,526  in  cash,  and  current
liabilities of $947,984. This represented a working capital deficit of $855,458.

     As of June 30,  2000,  Enter Tech had no material  commitments  for capital
expenditures and no plans to pay dividends to its shareholders.

     If completed,  the Reserve Foundation Trust private placement  financing is
expected to provide  Enter Tech with funds to continue the process of developing
the kiosk concept,  launching Shopping Mall Online and WavePower within the next
12 months. If the Trust private placement is not completed, or another source of
substantial funding is not found, Enter Tech anticipates that it may not be able
to maintain a development  schedule that may still move the projects forward and
Enter Tech will be dependent upon the acquisition of additional  capital to fund
its operations over the next 12-month period.

     Enter Tech is also  continuing to evaluate the option of acquiring a "kiosk
company" which has already  developed  some or all of the concepts  conceived by
Enter Tech. Such a company has been identified, but as mentioned previously, the
company is more focused on creating an initial  licensing  agreement rather than
acquisition at this time. As this strategy proceeds,  Enter Tech is anticipating
the  possibility of licensing this  technology in foreign  countries.  We cannot
assure  you that  any  commercially  favorable  relationships  with  prospective
licensees will be established. If the kiosk concept can be developed, additional
employees will be needed based upon the development  schedule of the kiosk. If a
"kiosk company" is acquired, Enter Tech will be required to evaluate the need of
any  current or  potential  employees  of the "kiosk  company."  If a  strategic
relationship such as a licensing  agreement is reached,  the company will likely
need minimal employee changes through the development of the project.

     If the kiosk  concept is developed by Enter Tech as  conceived,  Enter Tech
currently  plans to have the  product  manufactured  on a contract  basis with a
third  party  manufacturer.  Therefore,  Enter  Tech  does not  plan to  acquire
significant  additional plant and equipment for the purpose of manufacturing the
kiosk.  No assurances  can be made as to if the kiosk concept will ever be fully
developed or if a "kiosk  company" can be acquired.  There is no assurance  that
the kiosks will function as planned if Enter Tech is able to develop the kiosks,
or acquire a "kiosk  company",  or be manufactured  at a unit cost  commercially
favorable  to Enter Tech.  We cannot  assure you that Enter Tech will be able to
generate  any  revenues  from  sales or that any sales will be made of kiosks or
from kiosk vending operations.

     Provided that the pending private placement  financing is completed,  it is
anticipated  that the funds  should  also be able to finance the  operations  of
Shopping Mall Online,  Inc. for the next 12 months.  As of Aug 11, 2000 Shopping
Mall Online has 9 personnel.  Additional  operational personnel will be required
within  each  department.  Enter  Tech and its  subsidiaries  currently  have 19
employees, and plan to hire an additional 10 employees by December 31, 2000.


                                      -17-
<PAGE>


     Shopping Mall Online has entered into a lease for approximately 4700 square
feet of office space located at 914 Citadel Drive #B1, Everson, Washington for a
period  of two years  commencing  on June 1,  2000 in the  amount of $2,700  per
month.  The space is anticipated to be sufficient to house server  computers and
the communication  backbone to host the web sites and provide adequate access to
the online mall.  Shopping Mall Online is investigating a license  agreement for
an established  e-commerce  application  software package from a reputable third
party,  but this  does not  preclude  the  possibility  that  modifications  and
independent research or development could be needed. In addition,  Shopping Mall
Online has licensed  software from Solo Search,  Inc.,  which is used to provide
sales  information and search  capabilities for the  Shoppingmallonline.com  web
site.  There is no  assurance  that  Shopping  Mall  Online will become a viable
business or generate any revenues  from the  activities  it plans to  undertake.
Online shopping is crowded with many vendors and there is nothing to prevent any
other person or company from pursuing  this  potential  line of business.  It is
possible that the WavePower  acquisition  could provide a compatible  synergy to
the efforts of Shopping  Mall Online,  Inc. and any kiosk  development  by Enter
Tech or a "kiosk company" Enter Tech may contemplate  acquiring or licensing due
to the technology developed by WavePower.

     WavePower's  technology  could enhance the kiosk  operational  design.  The
acquisition of WavePower may enhance the effectiveness of Shopping Mall Online's
commerce  activity  and vice  versa.  Additional  employees  will be required to
continue the development  process of WavePower,  most of whom are expected to be
technical professionals.

     Enter Tech  anticipates  that with the pending private  placement funds, we
will be able to  finance  WavePower  to  continue  operations  and  develop  the
infrastructure needed to generate revenue,  however it is the intention of Enter
Tech to aggressively  identify other sources of capital for development of Enter
Tech and all of its subsidiaries as is necessary for continued  operation and to
generate revenues. IF the Reserve Foundation Trust funding is not completed in a
timely  manner,  it is the  opinion of  management  that Enter Tech will have to
acquire  additional  capital to fund its  operations  during  the next  12-month
period.

     We are currently evaluating the projected capital needs for the development
of the kiosk and for the  operation  of  Shopping  Mall  Online  and  WavePower.
Although we believe that the pending  equity  financing,  if completed,  will be
sufficient for our cash  requirements  for the next 12 months,  we cannot assure
you that we will not need additional funds to fully and  successfully  implement
our strategy.


CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS

     This discussion contains forward-looking  statements that involve risks and
uncertainties.  All statements included in this report, other than statements of
historical  facts,  that  address  activities,  events or  developments  that we
expect,   believe  or  anticipate   will  or  may  occur  in  the  future,   are
forward-looking statements.  These forward-looking statements include statements
about:

     The future  anticipated  direction of the high  technology  and  e-commerce
     industries,

     The pending $10 million equity financing from the Reserve Foundation Trust,

     Planned licensing agreements with operating companies

     Planned acquisitions of operating companies,

     Plans for  development,  expansion and  integration of companies which have
     been acquired,

     Planned capital and operating expenditures,

     Future funding sources,

     Anticipated revenues and sales growth, and

     Overall business strategies.

     These  forward-looking  statements are subject to a number of  assumptions,
risks and uncertainties, including such factors as:

     Technological  developments and consumer preferences in the high technology
     and e-commerce industries,


                                      -18-
<PAGE>


     The risk that the  pending $10 million  equity  financing  from the Reserve
     Foundation Trust may not be completed,

     Expected benefits from  development,  expansion and integration of acquired
     companies,

     Competition in the markets for our planned businesses,

     The availability of adequate financing,

     Dependence on existing management, and

     Changes in laws or regulations affecting our plan of operation.

     We caution you that our  forward-looking  statements  are not guarantees of
future performance and that actual results or developments may differ materially
from those expressed or implied by the forward-looking statements.




                                      -19-
<PAGE>


                          PART II -- OTHER INFORMATION
                          ----------------------------


ITEM 1.  LEGAL PROCEEDINGS.
---------------------------

     Except as set  forth  herein  the  Company  is not a party to any  material
pending legal  proceedings;  nor are any such proceedings  involving the Company
contemplated by a governmental authority to the knowledge of the Company.

     On February  24, 2000,  the Company  initiated a civil action by it against
Jerry Stiles,  a/k/a Gerald C. Stiles, a former officer of and consultant to the
Company,  in the District Court of Douglas County,  Colorado and Stiles answered
with a counterclaim as described in the 10QSB filing for the period ending March
31, 2000. As of August 11, 2000, there has been no material change in the status
of this suit.

     On May 25,  2000,  claimant  David M.  Matus in  District  Court of Larimar
County,  Colorado  named  Enter  Tech as a party  in a suit  along  with 7 other
defendants.  The Claim  against  Enter Tech centers  around  payment with common
stock for alleged services  rendered to the company.  The suit also collectively
claims Fraud by Deceit,  Breach of Contract,  Promissory Estoppel,  Wage claims,
Breach of  Contract  with  Respect to a  Promissory  Note,  Securities  Fraud in
Violation of the Colorado  Securities Act and Extreme Conduct Causing  Emotional
Distress. Matus is seeking actual damages,  exemplary damages pursuant to C.R.S.
13-21-102,  Special Damages,  Interest,  and reasonable attorneys' fees. Counsel
representing the collective parties filed an answer to the complaint on June 29,
2000.  The  collective  parties do not believe there is any factual basis to the
claims for relief.  As there has been no  discovery  to date and the case is its
early stages, we cannot predict the outcome of this litigation at this time.


ITEM 2.  CHANGES IN SECURITIES.
-------------------------------

RECENT SALES OF UNREGISTERED SECURITIES

     For the period April 1, 2000 through August 18, 2000, Enter Tech issued the
following securities without registration under the Securities Act of 1933.

     1.   On April 19, 2000,  Enter Tech issued 5,000,000 shares of common stock
          and an option to  purchase  3,000,000  shares  of  preferred  stock to
          Vernon  Kendrick  in  exchange  for 80% of the  outstanding  shares of
          common stock of WavePower, Inc. Enter Tech also agreed to issue to Mr.
          Kendrick  an option to purchase up to  3,000,000  shares of  preferred
          stock  exercisable  at $.001  per  share if  certain  future  economic
          performance standards are met by WavePower, Inc. See Item 2. of PART I
          above. No person acted as an underwriter with respect to this issuance
          and no  underwriting  discounts or  commissions  were paid  therefore.
          These  securities  were sold in reliance upon the  exemption  from the
          registration  requirements  of  Section 5 of the  Securities  Act as a
          transaction  no involving a public  offering under Section 4(2) of the
          Securities Act. The securities were: (I) acquired for investment; (ii)
          issued to a consultant of the Company  familiar with the Company;  and
          (iii)  issued  as   "restricted   securities"  as  defined  under  the
          Securities Act. The Certificates  issued to represent these securities
          contain a  restrictive  legend  denoting  their  status as  restricted
          securities.  Mr. Kendrick had full access to information on Enter Tech
          Corp. and its securities.

     2.   On June 6, 2000, Enter Tech entered in agreements with a consortium of
          companies o  facilitate  development  of markets and revenue  sources,
          strategic  development  partners,   business  intelligence,   investor
          relations and public relations  efforts on a global basis. The company
          issued shares of  restricted  stock to the following in return for the
          promise of services to be rendered over the next 12-18 month period:

              The Challenge Limited - 900,000 shares
              Wall Street Relations Group - 300,000 shares
              California Business Intelligence, Inc.- 300,000 shares
              Profile Venture, Ltd. - 800,000 shares
              Skyline Marketing Associates, Ltd. - 825,000 shares


                                      -20-
<PAGE>


     These shares were issued to the five  organizations for promises to perform
for services  rendered to the Company.  No person acted as an  underwriter  with
respect to this issuance and no underwriting  discounts or commissions were paid
therefore.  These  securities  were sold in reliance upon the exemption from the
registration requirements of Section 5 of the Securities Act as a transaction no
involving a public  offering  under  Section  4(2) of the  Securities  Act.  The
securities were acquired for investment and issued as "restricted securities" as
defined  under the  Securities  Act. The five  organizations  had full access to
information about the company and its securities.



ITEM 3.  DEFAULTS IN SENIOR SECURITIES.
---------------------------------------

         Not Applicable


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITES HOLDERS.
--------------------------------------------------------------

         Not Applicable


ITEM 5.  OTHER INFORMATION.
---------------------------

         Not Applicable


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

         (a) Exhibits. The following Exhibits are furnished as part of this
             report:

             Exhibit 10.9     Voting Trust Agreement
             Exhibit 27       Financial Data Schedule

         (b) Reports on Form 8-K

               1.   A Report on Form 8-K dated  July 17,  2000 was filed for the
                    Company on July 18, 2000 containing information in Item 2 on
                    the  acquisition  of  80%  of  the   outstanding   stock  of
                    WavePower,  Inc. Financial  Statements filed with the Report
                    were:


                                      -21-
<PAGE>


                    (a)  Audited Financial Statements of 2M Systems,  Inc. as of
                         December 31, 1999:

                         Report of Independent Public Accountants Balance Sheet
                         Statement of Operations
                         Statement of Changes in Stockholders (Deficit)
                         Statement of Cash Flows
                         Notes of Financial Statements

                    (b)  Audited Financial  Statements of WavePower,  Inc. as of
                         December 31, 1999:

                         Report of Independent Public Accountants Balance Sheet
                         Statement of Operations
                         Statement of Changes in Stockholders Equity
                         Statement of Cash Flows
                         Notes of Financial Statements

                    (c)  Unaudited Financial Statements of WavePower, Inc. as of
                         March 31, 2000:

                         Balance Sheet
                         Statement of Operations
                         Statement of Changes in Stockholders Equity
                         Statement of Cash Flows
                         Notes of Financial Statements

                    (d)  Pro Forma Financial Statements of WavePower, Inc., (WP)
                         Enter Tech Corp. and Consolidated Subsidiary (ETC)

                         Pro Forma Balance Sheet
                         Pro Forma Statements of Operations [WavePower Inc.
                             (WP) - Enter Tech Corp. and
                             Consolidated Subsidiary (ETC)]
                         Pro Forma Statements of Operations [WavePower Inc.
                             (WP) - Enter Tech Corp. and
                             Consolidated Subsidiary (ETC)]
                         Notes to Pro Forma Financial Statements



                                      -22-
<PAGE>
                                   SIGNATURES
                                   ----------

In  accordance  with the Exchange Act, the  registrant  caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                         ENTER TECH CORP.

Dated:  August 18, 2000                  By: /s/ Sam Lindsey
                                            ------------------------------------
                                            Sam Lindsey, Chairman and Chief
                                               Financial Officer



INDEX TO EXHIBITS


                                                                    Page Number
Exhibit No.                 Description                            or Reference
-----------                 -----------                            ------------

10.9                    Voting Trust Agreement                          --

27                      Financial Data Schedule                         --




                                      -23-