UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM l0-KSB

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                  For the Fiscal Year ended: December 31, 2001

                          Commission File No. 0-21275



                                ENTER TECH CORP.
       -----------------------------------------------------------------
       (Exact Name of Small Business Issuer as specified in its Charter)
                    (Formerly Known as Walnut Capital, Inc.)


           NEVADA                                              84-1349553
-------------------------------                         ------------------------
(State or other Jurisdiction of                         (I.R.S. Employer Identi-
Incorporation or Organization)                              fication Number)


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

                                 (970) 669-5292
                 ----------------------------------------------
                 Issuer's Telephone Number, Including Area Code

Securities Registered Pursuant to Section 12(b) of the Act: None.

Securities Registered Pursuant to Section 12(g) of the Act:
   Common Stock, $.0001 Par Value

Check  whether  the Issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [ X ] No [ ]

Check if disclosure of delinquent  filers pursuant to Item 405 of Regulation S-8
is not contained in this Form, and no disclosure will be contained,  to the best
of  Registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X]

The aggregate  market value of the Issuer's common stock held by  non-affiliates
as of April 10,  2002  (valued at the  average of the bid and asked  price as of
April 10, 2001) was $927,474.

The Issuer had no revenues in its most recent fiscal year.

As of April  10,  2002,  a total of  17,089,984  shares  of  common  stock  were
outstanding.

Documents incorporated by reference.  There are no (1) annual report to security
holders;  (2)  proxy or  information  statements;  or (3) any  prospectus  filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities  Act")
incorporated by reference herein.

                           Traditional Small Business Disclosures
                           Format (Check one):
                           Yes        No  X
                               ---       ---



<PAGE>


                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

Item 1:   Description of Business..........................................   3

Item 2:   Description of Property .........................................   7

Item 3:   Legal Proceedings................................................   7

Item 4:   Submission of Matters to a Vote of Security Holders..............   7

Item 5:   Market for Common Equity and Related Matters.....................   7

Item 6:   Plan of Operation................................................  10

Item 7:   Financial Statements.............................................  11

Item 8:   Changes in and Disagreements with Accountants on
          Accounting Financial Disclosure .................................  27

Item 9:   Directors and Executive Officers, Promoters and
          Control Persons; Compliance with Section 16(a)
          of the Exchange Act..............................................  27

Item 10:  Executive Compensation...........................................  28

Item 11:  Security Ownership of Certain Beneficial
          Owners and Management............................................  29

Item 12:  Certain Relationships and Related Transactions...................  30

Item 13:  Exhibits and Reports on Form 8-K.................................  31

Signatures.................................................................  32




                                       2
<PAGE>




ITEM 1. DESCRIPTION OF BUSINESS

GENERAL AND HISTORY

     Enter Tech Corporation. (the "Company"),  formerly known as Walnut Capital,
Inc. was incorporated on July 1, 1996, under the laws of the State of Nevada, to
engage in any lawful  corporate  undertaking,  including,  but not  limited  to,
selected  mergers and  acquisitions.  The Company has been in the  developmental
stage since incorporation and has no active business operations to date.

     The  Company's  offices  are  located  at 430  East 6th  Street,  Loveland,
Colorado 80537 and its telephone number is (970) 669-4918.

     In October  1996,  the  Company  filed a  registration  statement  with the
Securities  and Exchange  Commission on Form 10-SB,  whereby it  registered  its
common stock under  Section  12(g) of the  Securities  Exchange Act of 1934,  as
amended (the "34 Act").

     On June 2, 1998,  the Company  completed a merger of the Company and Links,
Ltd.,  a Wyoming  corporation,  whereby the Company  was the  surviving  entity.
Pursuant to the Articles of Merger filed in the respective States of Wyoming and
Nevada,  the Company's name was changed from Walnut Capital,  Inc. to Enter Tech
Corporation to more accurately describe the proposed business of the Company.

     Following the merger,  the Company attempted to complete the development of
a prototype of a proposed  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.  The  prototype  eventually
became obsolete and could not be mass-produced on terms  commercially  favorable
to the Company.  During the first quarter of 2000,  the Company moved to acquire
and provide additional kiosk-related technologies, services and products through
its corporate  acquisitions  of Shopping mall Online,  Inc. and Wavepower,  Inc.
which are  hereinafter  discussed.  In October of 2000, the Company  revised its
business  plan  relative  to the  proposed  kiosk  operations.  It entered  into
agreements with Hitdisc.com,  Inc. (Hitdisc") and Northern Communications Group,
Inc. (NCG"). The licensing agreement with Hitdisc provides that: (1) the Company
will purchase and place the music kiosk manufactured by Hitdisc; and (2) Hitdisc
will manage the operational aspects of the kiosks, including royalties, software
programming and content updating.  The Northern  Communications Group, Inc. will
provide the necessary  communication  services and  management for the installed
kiosks under a joint venture  agreement with the Company.  See Proposed Business
Operations below.

     During late 1999 and early 2000,  the Company  negotiated  with the Reserve
Foundation Trust ("Trust") for equity capital to finance the Company's  proposed
operations.

     On  March  15,  2000,   Enter  Tech  entered  into  a  stock  purchase  and
subscription  agreement with the Trust under which it was 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 additional  funds had been received  making a total amount  received from the
Trust of  $850,000.  At this time the Company was  informed by the Trust that it
would not be able to complete the scheduled  investments  as provided  under the
agreement.  After  extensive  discussions  with the  Trust in August of 2000 the
Company  instructed  its  counsel  to take  appropriate  action to  protect  the
Company's best interests.  As of the date hereof,  the Trust and the Company are
in the process of  negotiating a settlement on all issues  relating to the stock
purchase agreement and the Trust's default  thereunder.  It is anticipated that,
if completed,  the settlement will result in the Trust acquiring common stock of
the  Company  in an amount  materially  less than the  6,000,000  shares for the
$850,000 previously invested and an additional  investment  materially less than
the $9,150,000  remaining  amount due under the agreement.  Although the Company
has issued a stock  certificate for the 6,000,000  shares to be purchased by the
Trust, no shares have or will be delivered to the Trust until the issues between
the Trust and the Company have been resolved.



                                       3
<PAGE>



     On January 7, 2000,  the Company,  Shopping Mall Online,  Inc.  ("SMO"),  a
Washington corporation,  and Robert Pratt ("Pratt") and the Company entered into
an agreement  (the  "Agreement"),  pursuant to which,  among other  things,  the
Company  acquired 80% of the outstanding  common stock of SMO from Pratt. SMO is
developing a concept of Internet shopping and related E-commerce technology. The
consideration  for the acquisition  was 2,400,000  shares of common stock of the
Company.  This  acquisition was made, in part, to provide a marketing outlet for
the Company's  music kiosk which was then still under  development.  It was also
made in  anticipation  that  the then  on-going  negotiations  with the  Reserve
Foundation  Trust  would  result in the  acquisition  of capital to fund the SMO
business and the kiosk project.

     In  October  of  2000,  after  the  default  of the  Trust  in its  capital
investments  and the inability of the Company to acquire a sufficient  amount of
additional  capital,  the Company,  SMO and Mr.  Pratt  agreed to  substantially
rescind the Company's  acquisition of the SMO. The Company returned 80% of SMO's
then outstanding  stock to Mr. Pratt and received back from him 1,920,000 shares
of the Company's  common stock.  The Company retains 20% of the then outstanding
shares of SMO's stock and Mr.  Pratt kept  480,000  shares of the  Company.  Mr.
William H.  Carpenter,  Jr., who had been  appointed to the  Company's  Board of
Directors in September of 2000 as SMO's designated  nominee,  resigned from that
position.

     On February 8, 2000, the Company signed a non-binding letter of intent with
Wavepower, Inc., which contemplated the acquisition by the Company of 80% of the
outstanding  stock of WavePower,  Inc., a development stage company intending to
develop a network which would move traditional computer  applications out of the
conventional  personal  computer and onto a central  network which would allow a
user to access the power, applications and connectivity of a series of networked
computers from their individual  terminals.  The Company anticipated that equity
capital  would be acquired  from the  Reserve  Trust  Foundation  to finance the
development activities of Wavepower and the Trust made the Company's acquisition
of Wavepower one of the  conditions to its  obligation  under its stock purchase
agreement  with the Company.  On April 19, 2000 the Company  acquired 80% of the
outstanding  stock of Wavepower in exchange for  5,000,000  shares of its common
stock  and an  option  to  purchase  up to  3,000,000  shares  of the  Company's
authorized Preferred Stock over a three-year term ending April 30, 2003 at $.001
per share. The option was to be exercisable  increments over its term subject to
Wavepower meeting stated amounts of net pre-tax profits.

     After the acquisition, management of the Company determined that the assets
and project of Wavepower  were not as  represented.  On September 12, 2000 Enter
Tech Corporation  notified  management of WavePower of the formal  rescission of
the  Reorganization  Agreement  dated April 19, 2000,  citing  several  material
misrepresentations  as to the  intellectual  property  owned by  WavePower,  the
status of the  development  of Wavepower  products and services,  the ability of
WavePower  to  bring  its  products  and  services  to  market  and the  overall
originality and viability of the WavePower concept.  The letter also served as a
demand for return of all stock and funds  issued  pursuant to that  agreement as
the stock was not validly  issued due to the lack of value in the  consideration
received from the shares.  The transfer  agent has been notified that all shares
involved in this transaction are not to be transferred.  The certificate for the
5,000,000  shares of the  Company's  common  stock has not been  returned to the
Company.  Future  litigation  may be required to determine the validity of their
issuance and status.

     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.  Information on these stock  issuances is set forth in the following
table:

         PARTY             NUMBER OF SHARES     NATURE OF SERVICES

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


                                       4
<PAGE>



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


     On September  13, 2000,  the Company  formally  notified each of these five
companies  that their  contract was canceled due lack of  performance  and other
potential  legal  issues  and  demanded  that  all of the  3,125,000  shares  of
restricted common stock be returned to the Company. None of the shares have been
returned as of the date of this  10-KSB.  The transfer  agent has been  notified
that all shares involved in this  transaction  are not to be transferred.  It is
the Company's  position that these shares were not validly issued.  Future legal
action may be required to determine the validity of these shares.

     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.  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.  Qualified  employees in
general  agreed to this method of  payment.  The  Company  filed a  Registration
Statement on Form S-8 on  September  12, 2000 in the total  aggregate  amount of
58,098 shares.  Those shares were issued to eight employees as compensation  for
the period ending September 30, 2000.

     On August 2, 2000 Enter Tech entered in an agreement with Profile  Venture,
Ltd. to establish  several possible  investment groups or partners for immediate
funding needs of the company.  The  management of Profile agreed to enter into a
subscription  agreements for a total of one million dollars in the next ten days
for two million shares of Enter Tech restricted stock. Due to the urgency of the
financial  situation  and  the  apparent  favorable  relationship  with  Profile
management, the board concluded that sending certificates for the stock prior to
having an executed subscription agreement was reasonable,  as Profile management
indicated  that the stock would be held in escrow until the funds were released.
Management of Profile then presented a subscription  agreement with unacceptable
terms to Enter Tech management that was immediately rejected.  Profile indicated
that  this  was  only a  draft  agreement,  but as  further  due  diligence  was
completed,  Enter Tech found that an agreement had already been  consummated and
that  funds for  100,000  shares at $0.60 per share had been  exchanged  between
Profile and a third party.  The funds resulting from that  transaction  were not
delivered to Enter Tech. The company immediately  demanded delivery of the funds
and all remaining stock.  Profile management returned all but 270,000 shares and
the  100,000  shares  that  had  been  sold  to  the  third  party.  On  further
investigation  Enter Tech found that these  restricted  shares were committed as
part of this contract as an escrow  agreement held against  registration  of the
stock for public  sale.  The  management  and legal  counsel  for Enter Tech are
working towards a solution in this matter.

     On October 13, 2000,  Enter Tech  Corporation  entered into a joint venture
agreement with Northern  Communications Group, Inc. (NCG) to provide "last mile"
communications  solutions and management for  connectivity  of the Hitdisc music
kiosks and other projects requiring communications  expertise. NCG has also been
developing a high speed,  wireless  Internet  Service Provider (ISP) system that
will be  deployed  as part of the last  mile  solutions,  not only for the kiosk
projects, but for other business to business market segments.

     On October  27,  2000,  Enter Tech  Corporation  entered  into a  licensing
agreement  with  Hitdisc.com,  Inc.  whereas  Enter  Tech  will  capitalize  the
production  of the Hitdisc  "ZapDisc"  (TM) kiosk and assist in the placement of
the equipment. Hitdisc will provide all management of operational aspects of the
kiosk, including royalties, software programming, and daily information updates.
As part of the agreement,  NCG will be responsible for communications for kiosks
purchased and deployed by Enter Tech as part of the licensing agreement.


                                       5
<PAGE>



     On December 19, 2000, Enter Tech Corporation  formed QuickGold 2000, LLC, a
limited  liability  company,  registered  in the State of  Colorado  for  future
marketing  purposes that may  necessitate  a joint venture -type of  operational
agreement.  As of the date of this filing,  no  activities  or members have been
added to the LLC. As of July, 2001 Enter Tech Corporation entered into a license
agreement  with Global  Marketing  Consultants  for the marketing  rights to the
QuickGold concept.


PROPOSED BUSINESS OPERATIONS

     The  Company  is a  successor  to Links,  Ltd. a Wyoming  corporation,  and
neither entity has had revenues from operations from its inception.  Links, Ltd.
was incorporated  for the purpose of developing  kiosks or vending machines that
would  market  computer  software,  music and possibly  digital  video stored on
discs.  For several  years,  the Company  unsuccessfully  attempted to develop a
commercially viable kiosk to provide such services. In the beginning of the year
2000, the Company attempted to provide additional kiosk-related technologies and
services through its  acquisitions of Shopping Mall Online,  Inc. and Wavepower,
Inc.

     In the third  quarter of 2000,  the  Company  management  elected to change
their  business  plans to encompass a third-party  agreement  with  HitDisc.com,
Inc., a manufacturer  of a kiosk  compatible  with the concept and design of the
company.  The agreement  calls for Enter Tech to purchase and deploy the Hitdisc
kiosks  and to  provide  the  communications  infrastructure  for  those  units.
Hitdisc.com,  Inc. will provide management for the entire kiosk system including
management  of  royalties,  software  development  and  all  normal  operational
aspects.

     To  facilitate  communications  infrastructure  for this  agreement and for
other market  segments that the Company has targeted,  Enter Tech entered into a
joint venture  agreement with Northern  Communications  Group,  Inc.  ("NCG") on
October 13, 2000,  whereas they will be the exclusive provider of communications
needs for Enter Tech projects  including  all  communications  installation  and
management for the Hitdisc kiosk purchased and deployed by Enter Tech. 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. Hitdisc is currently continuing its beta tests
prior to attempting further market penetration. The Hitdisc project has been put
in suspense for lack of a beneficial beta test.

     The Company has since  changed its focus to facilitate  the  infrastructure
and  marketing  of  high-speed   Internet  access,   wireless  ISP  and  related
appliances,  equipment, software and services in the business-to-business market
segment.  The Company has researched and projected  costs for  installation  and
operation of a basic  high-speed  Internet access for the hospitality  industry.
NCG has researched and projected costs of equipment  acquisition for this market
segment

     On June 15, 2001,  the Company  licensed  its portion of the Joint  Venture
Agreement with Northern  Communications  Group,  Inc. (NCG) to Global  Marketing
Consultants  (which  is  wholly  owned by D.  William  Thomas,  a  director  and
President of the Company. Under the agreement, Enter Tech has licensed their 50%
position in the Joint  Venture  with NCG in  exchange  for 40% of the net income
produced by the Joint Venture.  Global will retain 10% of the net income for its
management,  sales and marketing  efforts.  The Joint Venture  intends to market
its'  Custom-Room-Connect  (TM) high speed  Internet  access,  web appliance and
Video on Demand systems to multi-unit  dwellings and the  hospitality  industry.
The Custom-Room-Connect (TM) system provides unique solutions to the hospitality
and Multi-Unit  Dwellings that involve a variety of high-speed  Internet  access
systems,  certain  co-marketing  and revenue  sharing models for web appliances,
advertising   sales  and  unique   Video  on  Demand   systems   that  have  VCR
functionality.  As part of the  agreement,  Global  will  sell,  and  manage the
Custom-Room-Connect  (TM)  program  in  conjunction  with NCG.  Enter  Tech will
participate when needed in certain marketing and sales efforts as defined by the
Joint Venture partners. Global was formed in 1988 to provide marketing expertise
to new  businesses.  The Company has  specialized in market research and channel
sales   implementation.   GMC  has  also  consulted  to  companies  for  funding
methodologies  and business  expansion.  Management  felt that  licensing  their
portion  of the  joint  venture  may be the right  approach  to  fulfilling  the
immediate  needs and  opportunities  that the Joint Venture has to penetrate the
market  with  its  unique  systems.   On  February  11,  2002  Global  Marketing
Consultants  notified  Enter  Tech  Corporation  that  it  was  terminating  its
Comprehensive License Agreement due to the many misinterpretations that exist in
the Agreement.  Currently,  Global and the Company are restructuring the License
Agreement to remove any misunderstanding that currently exist. The new agreement
should be in place within the next 30 days.






                                       6
<PAGE>


     The Company intends to re-establish  its  infrastructure  over the next 120
days so that it may participate with the Joint Venture as a marketing contractor
or in other such role that would  increase the Joint  Venture's  revenue.  Enter
Tech  has  been  able  to   establish   several   potential   clients   for  the
Custom-Room-Connect  program in Europe and Latin  America  and intends to pursue
them to broker potential foreign licenses for use of the system.

COMPETITION

     The area of  business  related  to  high-speed  Internet  access,  wireless
Internet  Service  Providers  (ISP) related  telecommunications  equipment,  and
related  software  and  services is crowded  with many  vendors  and  marketers,
ranging from small to some of the largest multi-national companies. There can be
no guarantee that the Company will be able to successfully market any product or
service it may develop or to become profitable. At this time, the Company has no
patent or proprietary  protection  with respect to any of its concepts and there
is  nothing  to prevent  anyone  else from  pursuing  these  potential  lines of
business.


EMPLOYEES

    As of December 31, 2001, the Company had no full-time employees.















                                       7
<PAGE>



ITEM 2.    DESCRIPTION OF PROPERTY

     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 has not
yet occupied the space.  The Company is still  currently  occupying space at 430
East 6th Street,  Loveland,  Colorado on a month-to-month basis for a rental fee
of $1,500 per month. The Company has not been able to operate efficiently out of
the space at 430 East 6th Street,.  However,  it is still  anticipated  that the
facilities on Lincoln  Avenue will provide for adequate  space for the projected
term of the lease.  The Company  intends to move into these new facilities  when
such becomes practicable, depending upon availability of additional capital. The
Company has still not  finalized  its plans for  occupancy for the new facility.
The Company reached an agreement with Global  Marketing for Global to assume the
lease on 1031 Lincoln St and 430 E. 6th St.

ITEM 3.    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 Form 10-QSB filed for the quarter ending
March 31, 2000.  As of December 31, 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 seven other
defendants  as described in the Form 10-QSB for the quarter ended June 30, 2000.
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 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were  submitted to a vote of security  holders during the fiscal
year 2000 through the solicitation of proxies or otherwise.


ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED MATTERS.

     The Company's  common stock has been quoted on the OTC Bulletin Board under
the symbol ENTR since May 1999.  To the knowledge of the Company there have been
few trading transactions in its common stock.

     The following  table sets forth high and low bid prices of the common stock
of the OTC Bulletin Board for the periods  indicated.  The bid prices  represent
prices  between  dealers,  which do not indicate  retail  markups,  markdowns or
commissions and the bid prices may not represent actual transactions.

          Period                                   High                    Low
         --------                                -------                  ------

January 2000 - March 2000                        $5.0000                  $  .75
April 2000 - June 2000                           $3.7500                  $1.125
July 1990 - September 2000                       $1.6250                  $  .25
October 2000 - December 2000                     $0.2812                  $  .80
January 2001 - March 2001                        $5.1100                  $ .057
April 2001- June 2001                            $0.1000                  $ .055
June 2001 - September 2001                       $0.0900                  $ .040
October 2001 - December 2001                     $0.0600                  $ .020


     The number of record holders of common stock of the Company as of March 31,
2002 was 77.




                                       8
<PAGE>




         The holders of common stock are entitled to receive dividends as may be
declared by the Board of Directors out of funds legally available therefore. The
Company has never declared any dividend.  It does not  anticipate  declaring and
paying any cash dividend in the foreseeable future.

         The Company did not sell any securities  during the period from January
1, 2001 through March 31, 2002 without  registration under the Securities Act of
1933.


ITEM 6.  PLAN OF OPERATION

RESULTS OF OPERATIONS

     During the period from the  Company's  inception on July 1, 1996 until June
2, 1998 the Company engaged in no significant  operations  other than the search
for possible  acquisition  candidates.  The Company  received no revenues during
this period other than a limited amount of interest income.  Since the Company's
acquisition  of Links,  Ltd., the Company has focused on developing a market for
its  products  and on raising  capital.  The  Company  currently  remains in the
development stage and has generated no revenues as of December 31, 2001.

LIQUIDITY AND CAPITAL RESOURCES

     As of the end of the reporting period,  the Company had no material cash or
cash equivalents. There was no significant change in working capital during this
fiscal year other than defined below.

     As of December 31, 2000, Enter Tech had no material commitments for capital
expenditures and no plans to pay dividends to its shareholders.

     Previously,  Enter Tech  entered  into a  subscription  agreement  with the
Reserve  Foundation Trust which the Company can only assume as of the end of the
reporting period, will not be funded.  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.

     The  Company  previously  contemplated  the option of  acquiring  a "kiosk"
company that has already developed some or all of the concepts  conceived by the
Company.  On October 27, 2000 Enter Tech entered into a licensing agreement with
Hitdisc.com,  Inc., a manufacturer  of a kiosk  compatible  with the concept and
design of the company. The agreement calls for Enter Tech to purchase and deploy
the Hitdisc kiosks and to provide the  communications  infrastructure  for those
units in conjunction with NCG. Hitdisc.com, Inc. will provide management for the
entire kiosk system including management of royalties,  software development and
all normal operational aspects. Northern Communications Group, Inc. entered into
a joint venture  agreement with Enter Tech on October 13, 2000. The agreement as
amended  to  date  provides  that  they  will  be  the  exclusive   provider  of
communications  needs for  Enter  Tech  projects  including  all  communications
installation  and  management  for the Hitdisc  kiosk  purchased and deployed by
Enter  Tech.  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.

     There is no  assurance  that the kiosks  will  function as planned by Enter
Tech and Hitdisc,  or can 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.  Any and all  agreements  were  terminated  for lack of any
viable beta test information.

     NCG's  technology is designed to enhance the kiosk  operational  design and
provide  potential  customers  via  high  speed  Internet  access  and  wireless
connectivity  in the mall or retail  location  in  addition  to the  business to
business  market segment NCG has targeted as part of their  marketing  plan. The
agreement with NCG may enhance the  effectiveness  of the Hitdisc kiosk commerce
activity and vice versa.  Additional  employees will be required to continue the
development process of the services provided by NCG, most of who are expected to
be technical  professionals.  However it is anticipated  that these  individuals
will be in the employ of NCG, not Enter Tech.

     We are currently  evaluating the projected capital needs for the deployment
of the kiosk in  conjunction  with  Hitdisc.com,  Inc. and for  operation of the
agreement with NCG. It is anticipated that operational revenues generated by the
NCG  joint  venture  may  support  the  operations  of the joint  venture.  Some
currently undefined and unknown  circumstances may require additional capital to
support future growth.  No assurances can be given that these  additional  funds
would be available if necessary.





                                       9
<PAGE>



ITEM 7.  FINANCIAL STATEMENTS


                          INDEX TO FINANCIAL STATEMENTS

                                ENTER TECH CORP.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                      with

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Report of Independent Certified Public Accountants                          11

Financial Statements:

    Balance Sheet                                                           12

    Statements of Operations                                                13

    Statement of Changes in Stockholders' (Deficit)                         14

    Statements of Cash Flows                                                15

    Notes to Financial Statements                                           16






                                     10

<PAGE>



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
Enter Tech Corp.
Loveland, CO

We  have  audited  the  accompanying  balance  sheet  of  Enter  Tech  Corp.  (a
development  stage company) as of December 31, 2001, and the related  statements
of  operations,  stockholders'  (deficit)  and cash  flows for the  years  ended
December  31,  2001  and 2000 and the  period  from  August  18,  1997  (date of
inception)  through  December  31,  2001.  These  financial  statements  are the
responsibility of the company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the financial statements,  referred to above, present fairly, in
all material respects, the financial position of Enter Tech Corp. (a development
stage  company) as of December 31, 2001,  and the results of its  statements  of
operations,  stockholders' (deficit) and cash flows for the years ended December
31,  2001 and 2000 and the  period  from  August 18,  1997  (date of  inception)
through  December 31, 2001 in conformity  with accounting  principles  generally
accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  As described in Note 1, the Company
has sustained  operating losses since inception and has a net capital deficiency
that raise substantial  doubts about its ability to continue as a going concern.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.




/s/ Schumacher & Associates, Inc.
Schumacher & Associates, Inc.
Certified Public Accountants
2525 Fifteenth Street, Suite 3H
Denver, Colorado 80211

April 5, 2002

                                       11

<PAGE>
<TABLE>
<CAPTION>

                                                     ENTER TECH CORP.
                                                     ----------------
                                               (A Development Stage Company)

                                                       BALANCE SHEET
                                                     December 31, 2001

                                                          ASSETS
<S>                                                                                           <C>
Current Assets:                                                                               $         -
                                                                                              -----------
         Total Current Assets                                                                           -
                                                                                              -----------

Equipment, net of accumulated
 depreciation of $12,296                                                                           10,411
Other assets                                                                                           48
                                                                                              -----------
TOTAL ASSETS                                                                                  $    10,459
                                                                                              ===========

                                          LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
  Accounts payable and accrued expenses                                                           341,965
  Stock compensation payable                                                                       27,450
  Customer deposits                                                                                60,000
  Notes payable, related parties                                                                1,143,544
  Notes payable, other                                                                            250,000
                                                                                              -----------
         Total Current Liabilities                                                              1,822,959
                                                                                              -----------

TOTAL LIABILITIES                                                                               1,822,959
                                                                                              -----------

Commitments and contingencies (Notes 1,2,4,5,6,7,8,9,10,11,and 12)                                      -

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,
   17,089,984 issued and outstanding                                                                1,709
  Additional Paid In Capital                                                                    4,982,584
  Stock subscriptions receivable, services                                                       (115,120)
  Accumulated (Deficit)                                                                        (6,681,491)
                                                                                              -----------
                                                                                               (1,812,218)
  Treasury Stock, 2,825,000 shares                                                                   (282)
                                                                                              -----------
TOTAL STOCKHOLDERS' (DEFICIT)                                                                  (1,812,500)
                                                                                              -----------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                                                 $    10,459
                                                                                              ===========


</TABLE>


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

                                                           12

<PAGE>
<TABLE>
<CAPTION>

                                    ENTER TECH CORP.
                                    ----------------
                              (A Development Stage Company)

                                 STATEMENTS OF OPERATIONS

                                                                                      For the
                                                                                    Period from
                                                                                     August 18,
                                                                                    1997 (date of
                                                                                      inception)
                                                  Year Ended        Year Ended         through
                                                 December 31,      December 31,      December 31,
                                                    2001              2000              2001
                                                 -----------       ------------     -------------

<S>                                              <C>               <C>               <C>
Revenue                                          $         -       $         -       $         -
                                                 -----------       -----------       -----------

Expenses:
        Salaries                                           -           117,489           117,489
        Depreciation                                   4,541             6,935            12,295
        Management fees                                    -                 -            30,000
        Supplies                                                        19,499            24,430
        Professional fees                            414,881           812,537         1,488,254
        Rent                                          49,615            71,117           149,877
        Sales promotion                                    -                 -            20,500
        Travel                                             -           130,529           173,873
        Telephone                                      2,259            21,495            38,872
        Stock for services                           843,176         1,873,673         3,974,923
        Other                                          7,903           269,902           298,612
        Write down of carrying
         value of Technology and
         License Agreement                                 -                 -           227,943
                                                 -----------       -----------       -----------
        Total Operating Expenses                   1,322,375         3,323,176         6,557,068
                                                 -----------       -----------       -----------

Net Operating (Loss)                              (1,322,375)       (3,323,176)       (6,557,068)

Other Income (Expense):
        Interest income                                    -                 5                 5
        Interest expense                             (90,727)          (33,701)         (124,428)
                                                 -----------       -----------       -----------

Net (Loss)                                       $(1,413,102)      $(3,356,872)      $(6,681,491)
                                                 -----------       -----------       -----------

Per Share                                        $      (.08)      $      (.31)      $      (.58)
                                                 ===========       ===========       ===========

Weighted Average Shares
 Outstanding                                      17,089,984        10,743,108        11,488,566
                                                  ==========       ===========       ===========


</TABLE>




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

                                    13

<PAGE>
<TABLE>
<CAPTION>



                                                          ENTER TECH CORP.
                                                          ----------------
                                                   (A Development Stage Company)

                                           STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)

                                   For the Period from August 18, 1997 (date of inception) through
                                                         December 31, 2001


                                                                               Subscriptions  Additional
                                      Preferred   Stock     Common     Stock    Receivable    Paid-in    Accumulated
                                      No./Shares  Amount  No./Shares  Amount      Services     Capital    (Deficit)        Total
                                      ----------  ------  ----------  -------  ------------  ----------  -----------      ------
<S>                                  <C>           <C>     <C>        <C>       <C>          <C>         <C>           <C>
Balance at August 18, 1997                   -     $  -            -  $    -    $       -    $        -  $          -  $         -

Common stock issued for cash, at
 inception, at $.01 per share                -        -    2,400,000     240            -       235,684             -       235,924

Net loss for the period
 ended December 31, 1997                     -        -            -       -            -             -      (237,924)     (237,924)
                                     ---------     ----   ----------  ------    ---------   -----------   ------------  ------------
Balance at December 31, 1997                 -        -    2,400,000     240            -       235,684      (237,924)       (2,000)

Recapitalization                             -        -    1,250,000     125            -       (16,046)            -       (15,921)

Net loss for the year ended
 December 31, 1998                           -        -            -       -            -             -      (115,928)     (115,928)
                                     ---------     ----   ----------  ------    ---------   -----------   -----------   -----------
Balance at December 31, 1998                 -        -    3,650,000     365            -       219,638      (353,852)     (133,849)

Common stock issued for services
 at $.81                                     -        -      200,000      20            -       161,980             -       162,000

Net loss for the year ended
 December 31, 1999                           -        -            -       -            -             -    (1,557,665)   (1,557,665)
                                     ---------     ----   ----------  ------    ---------   -----------   ------------  ------------
Balance at December 31, 1999                 -        -    3,850,000     385            -       381,618    (1,911,517)   (1,529,514)


                                                                14

<PAGE>





Preferred stock issued
 for services                        1,000,000      100            -       -            -       249,900             -       250,000

Common stock issued
 for services                                -        -    3,428,598     342            -     1,275,452             -     1,275,794

Common stock subscribed
 for future services                         -        -    3,125,000     313   (3,799,764)    5,273,125             -     1,473,674

Common stock issued
 for cash                                    -        -    1,129,286     113            -       132,387             -       132,500
Common stock issued
 for acquisitions                            -        -    5,480,000     548            -        35,296             -        35,844
Additional paid-in capital
 Reserve Foundation Trust                    -        -            -       -            -       476,000             -       476,000

Net loss for the year ended
 December 31, 2000                           -        -            -       -            -             -    (3,356,872)   (3,356,872)
                                     ---------     ----   ---------- -------   ----------    ----------   -----------    ----------
Balance at December 31, 2000         1,000,000      100   17,012,884    1,701  (3,799,764)    7,823,778    (5,268,389)   (1,242,574)

Common stock issued for services             -        -       77,100        8           -         5,775             -         5,783

Return of stock                              -        -            -        -   2,847,251    (2,846,969)            -           282

Amortization of future services              -        -            -        -     837,393             -             -       837,393

Net loss for the year ended
 December 31, 2001                           -        -            -        -           -             -    (1,413,102)   (1,413,102)
                                     ---------     ----   ----------   ------  ----------    ----------   -----------   -----------
Balance at December 31, 2001
                                     1,000,000     $100   17,089,984   $1,709  $ (115,120)   $4,982,584   $(6,681,491)  $(1,812,218)
                                     =========     ====   ==========   ======  ==========    ==========   ============  ===========

</TABLE>


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

                                                                15

<PAGE>
<TABLE>
<CAPTION>
                                                     ENTER TECH CORP.
                                                     ----------------
                                              (A Development Stage Company)

                                                 STATEMENTS OF CASH FLOWS

                                                                                                                      For the
                                                                                                                    Period from
                                                                                                                     August 18,
                                                                                                                    1997 (date of
                                                                                                                     inception)
                                                                           Year Ended           Year Ended             through
                                                                          December 31,         December 31,          December 31,
                                                                              2001                 2000                   2001
                                                                          -----------          ------------          ------------
<S>                                                                       <C>                  <C>                   <C>
Cash Flows from Operating Activities:
 Net (Loss)                                                               $(1,413,102)         $(3,356,872)          $(6,681,491)
 Adjustment to reconcile net
  (loss) to net cash provided
  by operating activities:
   Depreciation                                                                 4,541                6,935                12,295
   Stock for services                                                         843,176            1,873,673             3,974,923
  (Increase) decrease in other
   assets                                                                           -                  (48)                  (48)
  Increase in customer deposits                                                     -                    -                60,000
  Increase in accounts payable
   and accrued expenses                                                        90,409              216,045               341,966
                                                                          -----------          -----------           -----------
  Net Cash (Used in) Operating
   Activities                                                                (474,976)          (1,260,267)           (2,292,355)
                                                                          -----------          -----------           -----------

Cash Flows from Investing Activities:
  Acquisition of equipment                                                           -             (14,515)              (22,707)
                                                                          ------------         -----------           -----------
   Net Cash (Used in) Investing
    Activities                                                                      -              (14,515)              (22,707)
                                                                          -----------          -----------           -----------

Cash Flows from Financing Activities:
   Preferred and common stock issued
    and additional paid-in capital                                                  -              825,515             1,045,518
   (Increase) in deferred offering costs                                            -             (124,000)             (124,000)
   Increase in notes payable,  other                                                -              234,194               250,000
   Increase in payable, related parties                                       474,555              339,480             1,143,544
                                                                          -----------          -----------           -----------
Net Cash Provided by
 Financing Activities                                                         474,555            1,275,189             2,315,062
                                                                          -----------          -----------           -----------

Increase (decrease) in Cash                                                      (421)                 407                     -

Cash, Beginning of Period                                                          421                  14                     -
                                                                          ------------         -----------           -----------

Cash, End of Period                                                       $          -         $       421           $         -
                                                                          ============         ===========           ===========

Interest Paid                                                             $     90,727         $    33,701           $   124,428
                                                                          ============         ===========           ===========

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


</TABLE>

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

                                                                16

<PAGE>



                                ENTER TECH CORP.
                                ----------------
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2001

(1)  Summary of Accounting Policies
     ------------------------------

     This  summary of  significant  accounting  policies of Enter Tech Corp.  (a
     development   stage   company)   (Company)   is   presented  to  assist  in
     understanding the Company's financial statements.  The financial statements
     and  notes  are   representations  of  the  Company's   management  who  is
     responsible for their integrity and objectivity.  These accounting policies
     conform  to  generally  accepted   accounting   principles  and  have  been
     consistently applied in the preparation of the financial statements.

     (a)  Description of Business
          -----------------------

          The Company was organized on June 14, 1996 as a Nevada  corporation in
          order  to  evaluate,   structure   and  complete  a  merger  with,  or
          acquisition   of,   prospects   consisting   of   private   companies,
          partnerships  or sole  proprietorships.  Effective  June 2, 1998,  the
          Company completed a business combination with Links, Ltd. as described
          in  Note  (2).  The  Company  is a  development  stage  company  since
          principle planned operations have not yet commenced.

          The Company has selected December 31 as its year end.

     (b)  Use of Estimates in the Preparation of Financial Statements
          -----------------------------------------------------------

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect  the  reported  amounts  of assets  and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial  statements and the reported  amounts of revenue
          and expenses during the reporting period.  Actual results could differ
          from those estimates.

     (c)  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 inception and has a net capital
          deficiency that raise  substantial doubt about its ability to continue
          as a going  concern.  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.


                                       17

<PAGE>



                                ENTER TECH CORP.
                                ----------------
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2001


     (c)  Basis of Presentation - Going Concern, Continued
          ------------------------------------------------

          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.

     (d)  Income Taxes
          ------------

          As of  December  31,  2001,  the  Company  had  net  operating  losses
          available for carryover to future years of  approximately  $6,680,000,
          expiring  in  various  years  through  2020.   Utilization   of  these
          carryovers  may be  limited  if there is a change  in  control  of the
          Company.  As of December 31, 2001,  the company has total deferred tax
          assets   of   approximately   $1,336,000   due   to   operating   loss
          carryforwards.  However,  because  of  the  uncertainty  of  potential
          realization of these tax assets,  the Company has provided a valuation
          allowance  for the entire  $1,336,000.  Thus,  no tax assets have been
          recorded in the financial statements as of December 31, 2001.

(2)  Business Combinations
     ---------------------

     On  June  2,  1998,  Enter  Tech  Corp.  (Company),  completed  a  business
     combination with Links, Ltd., a development stage company.  Pursuant to the
     business  combination,  3,235,000 shares of the Company's common stock were
     issued  for  100% of the  issued  and  outstanding  stock  of  Links,  Ltd.
     Subsequently,  835,000  of the  shares  issued  pursuant  to this  business
     combination were canceled  resulting in 2,400,000 net shares issued.  Since
     the controlling  shareholders of Links, Ltd. own approximately 65.7% of the
     Company,  a  controlling  interest  in the  Company,  the  transaction  was
     accounted  for as a reverse  acquisition  whereby,  the equity  accounts of
     Links, Ltd. were carried over into the accompanying  financial  statements.
     Links, Ltd. was incorporated on August 18, 1997.

     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 provided that if for any reason the Company's  common stock
     was 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  would 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.


                                       18

<PAGE>




                                ENTER TECH CORP.
                                ----------------
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2001



(2)  Business Combinations, Continued
     --------------------------------

     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  provided the voting rights with respect to the common
     stock of Shopping  Mall Online would remain with the  individual  until the
     restrictive legend on the 2,400,000 shares of the Company's common stock is
     removed.

     On October 27, 2000, the Company agreed to sell the controlling interest in
     Shopping Mall Online back to its management. The Company redeemed 1,920,000
     shares of the  Company's  common stock from the  president of Shopping Mall
     Online,  Inc. in exchange for  1,440,000  shares of Shopping  mall Online's
     common stock being held by the  Company.  The  president  of Shopping  Mall
     online retained  480,000  restricted  shares of the Company's common stock,
     and the Company  retained  480,000 shares of Shopping Mall Online's  common
     stock.

     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.




                                       19

<PAGE>



                                ENTER TECH CORP.
                                ----------------
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2001


(2)  Business Combinations, Continued
     --------------------------------

     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.

     Effective   September  26,  2000,  the  Company   rescinded  this  Plan  of
     Reorganization and Acquisition.  The former shareholders of WavePower, Inc.
     have not  returned  the  Company's  common  stock  nor  funds  advanced  to
     WavePower  during  the  period  from  April 19,  2000  through  the date of
     rescission.  The 5,000,000  shares are shown as outstanding at December 31,
     2001.  A  contingency  exists with  respect to this  matter,  the  ultimate
     resolution of which cannot presently be determined.

     Effective  December 19, 2000,  QuickGold 2000 LLC was formed to further the
     business  of the  joint  venture  agreement,  and  became  a  wholly  owned
     subsidiary  of the Company.  QuickGold  2000 LLC has had no  operations  to
     date.

(3)  License and Other Intangible Assets
     -----------------------------------

     The former parent company of Links,  Ltd.  acquired certain  technology and
     license rights from an unrelated third party for $227,943. These intangible
     assets were contributed to Links,  Ltd.  Management of the Company reviewed
     the intangible assets for impairment and provided a valuation allowance for
     the total $227,943.

(4)  Notes Payable, Related Parties
     ------------------------------

     As  of  December  31,  2001,  notes  payable  to  related  parties  totaled
     $1,143,544.  These notes bear interest at  approximately  12% per annum and
     were payable at December 31, 2001 and 2002.

(5)  Consulting and Employment Agreements
     ------------------------------------

     Effective July 1, 1998,  the Company  entered into a one year contract with
     the Vice  President of the  Company,  which  required  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.  The
     Company has paid no  compensation  to this  individual  to date and has not
     issued  the  750,000  shares of stock.  The  December  31,  2001  financial
     statements  include an accrual of stock and services  payable in the amount
     of $7,500 related to services performed by this individual.



                                       20

<PAGE>




                                ENTER TECH CORP.
                                ----------------
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2001


(5)  Consulting and Employment Agreements, Continued
     -----------------------------------------------

     Effective  August 25, 1999,  the Company  entered into an agreement  with a
     consultant  to  provide  management   consulting   services  to  assist  in
     developing  the  Company.  The  consultant  is to be paid $75 per hour plus
     1,000 restricted  shares of common stock for every hour worked. At December
     31, 2000,  the Company owed $3,750 in  consulting  fees.  In addition,  the
     Company  agreed  to  compensate  the  consultant  for other  services  with
     restricted common stock.

     Effective  January 1, 2000,  the Company  entered into an agreement  with a
     consultant to provide  consulting  services for  assistance in completing a
     private placement or secondary offering, and other consulting services. The
     consultant  is  to be  paid  $10,000  per  month  plus  200,000  shares  of
     restricted common stock per year provided the business plan established for
     the Company is met.  The term is for two years,  expiring  on December  31,
     2001. Subsequent to December 31, 2001 this agreement was terminated.

     Effective  January 1, 2000,  the Company  entered into an agreement  with a
     director of the  Company,  to attempt to build  revenues of the Company and
     assist in the development of the Company's  product.  The director is to be
     paid $10,000 per month plus expenses.  The term is for two years,  expiring
     December 31, 2002, with an option to renew for two additional years.

     Effective May 15, 2000,  the Company  entered into an employment  agreement
     with an individual to research  market  conditions and conduct  feasibility
     studies of projects being considered by the Company.  The employee is to be
     paid $18,000 per year plus certain  benefits.  The agreement expires on May
     15, 2001.

     Effective May 22, 2000, the Company entered into an executive  compensation
     agreement with the Company's prior president.  The president was to be paid
     $10,000 per month plus certain benefits. The term was for two years with an
     option to renew for an additional two year period on June 30, 2002.

     Effective  August 1, 2000,  the Company  entered into an agreement  with an
     attorney to provide  legal  services to the Company.  The attorney is to be
     paid $5,000 per month plus $5,000 per month in publicly traded stock of the
     Company.  The agreement expires on August 1, 2001 with an automatic renewal
     of one year unless terminated earlier.


                                       21

<PAGE>




                                ENTER TECH CORP.
                                ----------------
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2001


(5)  Consulting Agreements, Continued
     --------------------------------

     Effective  September 1, 2000, the company  entered into an agreement with a
     consultant to provide assistance in developing  business  opportunities and
     revenue.  The consultant is to be paid $8,000  monthly plus  expenses.  The
     agreement expired on August 31, 2001.

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

     The  Company  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.

(7)  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  initially had
     3,000,000  preferred  shares being held in reserve for the  acquisition  of
     WavePower,  Inc. as outlined in the  definitive  agreement.  Because of the
     rescission of the WavePower acquisition,  the board of directors elected to
     hold the  3,000,000  preferred  shares for  future  use.  The second  trust
     contains 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 December,
     2000,  these 1,000,000  preferred shares were issued to two directors and a
     consultant of the Company.  The 1,000,000 preferred shares were recorded as
     compensation  in the amount of  $250,000.  The director of the Company will
     retain sole voting rights for both trusts.

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

     (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)  Right to vote five  votes per share on all  issues  considered  by the
          shareholders,

     (c)  Convertible  into  two  shares  of  common  stock  for  each  share of
          preferred, and

     (d)  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.


                                       22

<PAGE>




                                ENTER TECH CORP.
                                ----------------
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2001


(8)  Common Stock
     ------------

     During the year ended  December 31, 1999, the Company issued 200,000 shares
     of its  restricted  common stock in exchange for services.  Also during the
     year ended  December 31, 1999, the Company  committed to issuing  1,543,000
     shares of its restricted common stock in exchange for services.  A total of
     $1,103,574  was  accrued  to  reflect  the stock  compensation  payable  at
     December 31, 1999. All but 20,000 of these shares were issued during 2000.

     During the year ended December 31, 2000,  the Company  issued  3,428,598 of
     its restricted common stock in exchange for services.  Also during the year
     ended December 31, 2000, the Company  committed to issuing 50,000 shares of
     its  restricted  common stock in exchange for  services.  The total accrued
     stock  compensation  payable at December 31, 2000 was $19,950.  Also during
     the year ended December 31, 2000, the Company  issued  1,129,286  shares of
     its restricted  common stock for $132,500 cash.  Also during the year ended
     December  31,  2000,  the  Company  issued  7,500  to its  president  as an
     adjustment to a previous issuance.

     Also during the year ended December 31, 2000, the Company issued  3,125,000
     shares of its restricted  common stock to various  entities in exchange for
     future  marketing and other services to be performed during the 12-18 month
     period following the execution of the agreements.

     During November 2000, the Company rescinded these agreements due to concern
     regarding  possible  violations of various  securities and common laws. The
     Company  has  requested  the  return  of the  3,125,000  shares,  of  which
     2,825,000  have been returned.  The remaining  300,000 shares have not been
     returned.  The marketing and other  services are being  amortized  over the
     agreement periods.

     Also during the year ended  December 31, 2000,  the Company hired an entity
     to procure additional short- term funding.  As a result, the Company issued
     2,000,000  shares of its restricted  common stock.  The entity sold 370,000
     shares of such stock to a third party for $60,000. The Company has received
     $10,000,  the entity received  $15,000 in  commissions,  and the balance of
     $35,000  remains  due and owing to the  Company.  The  remaining  1,630,000
     shares were returned to the Company and canceled.

     During the year ended  December 31, 2001,  the Company issued 77,100 shares
     of its restricted  common stock to two individuals in exchange for services
     valued at $5,783.



                                       23

<PAGE>




                                ENTER TECH CORP.
                                ----------------
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2001


(9)  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 September 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 April 11, 2001,
     counsel had not yet taken action on the matter.  The stock certificates for
     the 6,000,000  shares of common stock were canceled during the last quarter
     of 2000. A  contingency  exists with  respect to this matter,  the ultimate
     resolution of which cannot presently be determined.

(10) 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.

(11) 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.


                                       24
<PAGE>


                                ENTER TECH CORP.
                                ----------------
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2001

(12) Licensing Agreement
     -------------------

     Effective  October 27, 2000, the Company  entered into a licensing  venture
     agreement  with an entity  whereby the  Company  agreed to purchase 30 dual
     terminal  digital vending machines at a price of $125,000 plus expenses and
     60 single  terminal  digital  vending  machines at a purchase price not yet
     determined  within  three  months.   The  Company  agreed  to  purchase  an
     additional 30 dual terminal digital vending machines at a price of $125,000
     plus expenses and 60 single terminal digital vending machines at a purchase
     price  not  yet  determined  within  nine  months.  The  Company  was  also
     responsible to license this  technology  and to promote,  develop a market,
     sell and distribute custom music CD products created by the digital vending
     machines.  The term of this  agreement was to become  effective on the date
     the  manufacturer  receives the first purchase order and shall continue for
     five  years,  unless  terminated  in  accordance  with  the  terms  of  the
     agreement. Subsequent to December 31, 2001, this license was transferred to
     another entity.

(13) Joint Venture Agreement
     -----------------------

     Effective  October 13,  2000,  the  Company  entered  into a joint  venture
     agreement  with an  entity,  whereby  the  entity  would  be the  exclusive
     provider of communications  needs for the Company's  projects including all
     communications  installation  and  management  for the kiosk  purchased and
     deployed by the Company. On June 15, 2001, the Company licensed its portion
     of the joint venture agreement to another entity.

                                       25

<PAGE>



ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACOUNTANTS ON ACCOUNTING FINANCIAL
         DISCLOSURE

     There have been no  disagreements  between the Company and its  independent
accountants  on any matter of  accounting  principals  or practices or financial
statement disclosures since the Company's inception


ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

        Certain  information  with respect to the  Directors and Officers of the
Company is as follows:

Name                                 Age             Positions and Offices Held
--------                             ---             --------------------------

D. William Thomas                    60              President, and Director

Mark A. Thomas                       34              Director/Secretary


     D. William  Thomas has assumed the duties of  President  and director on an
interim basis.  The company is pursuing other business  entities to acquire with
substantial  long term  revenues that will fit the other  business  plans of the
company.

     The Company's  Directors  will serve in such capacity until the next annual
meeting of the  Company's  shareholders  and until  their  successors  have been
elected and  qualified.  The Officers  serve at the  discretion of the Company's
Directors.  The only  family  relationship  among the  Company's  Directors  and
Officers is that D. William Thomas is the father of Mark A Thomas.  There are no
present arrangements with any other persons by which they are to become Officers
or Directors of the Company.

     The Company presently has no committees.

     Set forth below are the names of all Directors  and  Executive  Officers of
the  Company,  all  positions  and offices  with the  Company  held by each such
person,  the period during which he or she has served as such,  and the business
experience of such persons during at least the last five years.

     D. WILLIAM THOMAS.  Mr. Thomas became a director and its President on March
9, 2002.  Since October of 1984, his principal  occupation has been as the owner
of Advance Marketing  Analysis,  a consulting firm of Loveland,  Colorado.  From
August  of 1994 to  June of  1999,  he also  served  as  President  of Mach  One
Corporation  of Loveland,  Colorado.  Mr. Thomas  attended  Hastings  College of
Hastings, Nebraska for two years.


                                       26
<PAGE>




     MARK A. THOMAS.  Mr. Thomas worked in the entertainment  industry designing
and installing  post product  facilities for over 5 years.  His duties  involved
engineering   editing  bay,   duplication  and  sound   facilities  as  well  as
participating in several design teams  responsible for digital video production.
Being fluent in the communications technology as well as computer networking led
him to the telecommunications environment,  primarily the convergence of the two
technologies.  Mr.  Thomas was a founder and  engineer of NCG,  Inc. for a seven
year period ending February 2001.

     Vernon C.  Kendrick was issued  4,415,000  shares of the  Company's  common
stock in April of 2000. This stock was issued as  consideration in the Company's
acquisition  of  WavePower,   Inc.  The  Company  has  rescinded  the  WavePower
transaction  for  misrepresentation  of and lack of value in the WavePower stock
received by the Company. It is the Company's position that these shares are void
and not  validly  issued.  However,  pending  receipt  and  cancellation  of the
certificates for these shares or a binding legal determination that they are not
validly issued they are included as outstanding in this report.  If these shares
were validly issued,  they would constitute  25.9% of the Company's  outstanding
stock.  To the  knowledge  of the Company,  Mr.  Kendrick has not filed a Form 3
reporting  any  beneficial  ownership of this stock under  Section  16(a) of the
Securities Exchange Act of 1934. Preliminary discussing are taking place to have
these shares returned without instituting litigation.


ITEM 10.  EXECUTIVE COMPENSATION

     On January 1, 1999,  the Company  entered into a Consulting  Agreement with
Sam J. Lindsey,  who has served as a director of the Company since July 30, 1999
and who served as its President  from July 30, 1999 through May 31, 2000.  Under
the  Agreement,  Mr. Lindsey is to devote his full working time and best efforts
to develop  revenues for the Company.  The  agreement,  as amended on January 1,
2000 and March 1, 2000: (i) provided for a consulting fee of $5,000 a month from
August 1, 1999 through  February 29, 2000;  (ii) provides for a fee of $10,000 a
month from March 1, 2000 through its term ending  December  31, 2002;  and (iii)
provided that he became the Chairman of the Board and Chief Executive Officer of
the Company on January 1, 2000. The Company has not had sufficient  funds to pay
Mr. Lindsey the fees due under the Agreement.  Accordingly,  for the period from
July 30, 1999 through December 31, 1999, be was paid $20,000 in cash and $40,000
in the form of a promissory note. For the year 2000, he was paid $45,750 in cash
and $59,250 in the form of a promissory  note.  These notes bear interest at 12%
per annum and was due December 31. 2001. Mr. Lindsey  resigned as an Officer and
Director of the  Company on  February  25,  2002.  A total of $120,000  has been
accrued by the Company for his unpaid fees for the year 2001.

     During 1999,  the Company paid Gregory J. Kaiser the  President,  Secretary
and a director of the Company,  consulting fees of $20,000 in cash and $9,820 in
the form of a promissory note. Under the provisions of Consulting and Employment
Agreements  dated  September  1, 1999,  May 22,  2000 and July 1, 2000;  (i) Mr.
Kaiser served as a consultant to the Company from  September 1, 1999 through May
31, 2000 and from July 1, 2000 to the present;  (ii) he served the Company as an
employee  at a salary of $9,000 a month for June of 2000 which was paid in cash;
(iii) he received consulting fees at the rate of $5,000 a month paid in cash for
the four month period ended December 31, 1999 (a total of $20,000);  (iv) he has
received consulting fees at the rate of $5,000 a month for the period January 1,
2000 through May 31, 2000 and at the rate of $10,000 a month for the period July
1, 2000 through  December 31, 2000 which total $85,000 and were paid in the form
of a promissory  note;  and (v) the term of the amended  agreement ends June 30,
2002.  The  promissory  notes to Mr. Kaiser bear interest at the rate of 12% per
annum and was due  December 31, 2001.  In December of 2000,  the Company  issued
500,000  shares  of its  common  stock  each to Mr.  Lindsey  and Mr.  Kaiser as
additional  compensation  for services.  Mr.  Kaiser  resigned as an Officer and
Director of the  Company on  February  25,  2002.  A total of $120,000  has been
accrued by the Company for his unpaid fees for the year 2001.

     The  Company  does not  have any  retirement,  pension,  profit-sharing  or
insurance or medical reimbursement plans for its officers or directors.



                                       27
<PAGE>




ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of March 1, 2001, the stock ownership of
each person known by the Company to be the  beneficial  owner of five percent or
more of the Company's Common Stock, each Director individually and all Directors
and Officers of the Company as a group:
<TABLE>
<CAPTION>


Title of     Name, Position(s) and Address               Amount of Beneficial
of Class          of Beneficial Owner                          Ownership            Percentage of Class
--------     ------------------------------              ---------------------      -------------------
<S>          <C>                                               <C>                        <C>
Common       D. William Thomas, President and Director
             937 East 7th Street
             Loveland, Colorado 80537                            900,000                    5.26%


Common       Mark A. Thomas, Director and Secretary
             4519 W. 6th Street
             Greeley, Colorado 80634                              60,000                     .35%
                                   -

Common       All Officers and Directors as a
             Group (2 persons)                                   960,000                    5.61%


Common       Sam J. Lindsey
             3407 Riva Ridge Drive
             Ft. Collins, Colorado 80526                         900,000                    5.26%

Common       D. William Thomas, President and Director
             937 East 7th Street
             Loveland, Colorado 80537                            900,000                    5.26%

Common       E.M.M. Company Trust, Beneficial Shareholder
             22585 Seaver Court
             Santa Clarita, California 91350                   1,378,600                    8.1%

Common       Vernon C. Kendrick, Beneficial Shareholder
             255 SW 14th Place
             Boca Raton, Florida 33432                         4,415,000(1)                25.8%(1)

Common       The Challenge Limited
             c/o The Belize Bank, Ltd
             60 Market Square #364
             Belize City, Belize                                 900,000(2)                 5.26%(2)
</TABLE>
------------------
(1)  These shares we issued in the acquisition of 80% of the stock of WavePower,
     Inc. in April of 2000. The Company has rescinded that  transaction  because
     of misrepresentation of and lack of value in the consideration received for
     these shares. See Item 1. Above. Accordingly,  it is the Company's position
     that these  shares were not validly  issued and will not be  considered  as
     outstanding by the Company.  However,  pending receipt and  cancellation of
     the   certificate   representing   these  shares  and/or  a  binding  legal
     determination that they are not validly issued they will be listed herein.



                                       28
<PAGE>



(2)  These shares were issued in exchange for a  contractual  promise to perform
     services for the Company.  On September 13, 2000, the Company  notified the
     holder that the service  contract was  canceled for failure of  performance
     and other legal  issues and that this stock was not validly  issued.  It is
     the Company's  position that these shares were not validly  issued and will
     not be considered outstanding by the Company.  However, pending receipt and
     cancellation of the certificate  representing these shares and/or a binding
     legal  determination that they are not validly issued,  they will be listed
     herein.



ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     D. William  Thomas,  and Mark A. Thomas,  the officers and directors of the
Company,  may be deemed to be its  "parents",  as that term is defined under the
Securities  Act of 1934,  by  virtue of their  positions.  In  addition,  Mr. D.
William  Thomas,  a Founder  and a principal  shareholder  of the Company may be
deemed to be such a parent.

     On January 1, 1999,  the Company  entered into a Consulting  Agreement with
Sam J.  Lindsey,  who became a director and President of the Company on July 30,
1999.  Under the  agreement  Mr.  Lindsey is to devote his full working time and
best efforts to develop  revenues.  The  agreement is for a two-year term ending
December 31, 2000 and provides for monthly  payments of $5,000.  The Company has
not had sufficient  funds to make all the payments on this  obligation and as of
December 31, 1999 the total accrued amount due to Mr.  Lindsey was $40,000.  The
Company has issued its promissory note to Mr. Lindsey for this $40,000. The note
is due December 31, 2000 and bears interest at the rate of 12% per annum.  It is
anticipated that this agreement will remain in place and accruals of or payments
on the consulting fee continued,  until the Company develops salary compensation
package for its  officers at which time the  agreement  will be  terminated.  In
addition to the accrual of the  consulting  fee to Mr.  Lindsey,  the Company on
November  20,  1999,  authorized  the  issuance of 400,000  shares to him of the
common stock.  On December 1, 2000,  the Company  issued  500,000  shares to Mr.
Lindsey as compensation for services under the Agreement. This Agreement has now
terminated

     On January 1, 1999,  the Company  entered into a consulting  agreement with
Mr. D.  William  Thomas  under  which he has and is to provide  services  to the
Company.  The agreement is for a term of two years ending  December 31, 2001 and
provides  for  monthly  payments of $5,000.  The Company has not had  sufficient
funds to make all the payments on this  obligation  and as of December 31, 1999,
the total accrued  amount due to Mr. Thomas was $40,000.  The Company has issued
its promissory note to Mr. Thomas for this $40,000. The note is due December 31,
2001 The Company has issued an additional note to Mr. Thomas for $60,000 for the
consulting  fees for the year 2000.  This note also bears 12% interest per annum
and is due December 31, 2001,  and bears  interest at the rate of 12% per annum.
This agreement also provides for the issuance to Mr. Thomas of 200,000 shares of
common  stock per year if  certain  business  goals are met by the  Company.  On
November 20, 1999, the Company  authorized the issuance to Mr. Thomas of 500,000
shares of common stock as total stock  compensation for all consulting  services
rendered  and  to be  entered  under  the  agreement.  This  Agreement  has  now
terminated.

     On December 1, 2000,the  Company  issued  500,000 shares of common stock to
Gregory J. Kaiser,  as officer and  director of the  Company.  These shares were
issued to Mr. Kaiser as compensation for services rendered.

     On April 19, 2000, the Company issued  4,415,000 shares of its common stock
to Vernon C. Kendrick in the  transaction  in which the Company  acquired 80% of
the outstanding stock of WavePower, Inc. These 4,415,000 shares would constitute
approximately 25.9% of the Company's  outstanding stock as of March 1, 2001. The
Company has rescinded the WavePower  acquisition because of misrepresentation of
and lack of value in the consideration  received by the Company. The Company has
demanded the  certificates for these shares be returned for cancellation and has
instructed the Company's Transfer Agent that they are not to be transferred.  It
is the  Company's  position  that these shares are void and not validly  issued.
However,  pending receipt and  cancellation of the  certificates  for the shares
and/or a binding legal  determination that they were not validly issued they are
included in this report.




                                       29
<PAGE>


     For a discussion of the possible  reinstatement of an agreement between the
Company and Global Marketing Consultants,  an entity owned by D. William Thomas,
president  and Director of the Company,  see Item 1.  DESCRIPTION  OF BUSINESS -
PROPOSED

     For  details  of the  lease by the  Company  of its  office  facilities  in
Loveland,  Colorado  from an entity  owned by D.  William  Thomas,  a  principal
shareholder of the Company, see ITEM 2. DESCRIPTION OF PROPERTY.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBITS.
<TABLE>
<CAPTION>


EXHIBIT
NUMBER            DESCRIPTION                                 LOCATION
-------           ------------                                --------
<S>               <C>                                         <C>
3(i).1            Articles of Incorporation                   Incorporated by Reference to Exhibit 2.1
                                                              to the Registrant's Form 10-SB Registration
                                                              Statement filed on 8/28/96. (No. 0-21275)

3(i).2            Articles of Merger (containing              Incorporated by Reference to Exhibit 3(i).2 to
                  Amendment to Articles of                    the Registrant's Form 10-KSB for the period
                  Incorporation to change name)               ended December 31, 1999. (No. 0-21275)

3(ii).1           Bylaws                                      Incorporated by reference to Exhibit 2.2 to
                                                              the Registrant's Form 10-SB Registration
                                                              Statement filed on 8/28/96. (No. 0-21275)

3(ii).2           Amendment to Bylaws                         Incorporated by Reference to Exhibit 3(ii).2 to
                                                              the Registrant's Form 10-KSB for the period
                                                              ended December 31, 1999. (No. 0-21275)

10.1              Lock-up Agreements by Company               Incorporated by reference to Exhibit 3.1 to
                  Shareholders                                the Registrant's Form 10-SB Registration
                                                              Statement filed on 8/28/96. (No. 0-21275)
10.2              Joint Venture Agreement with                Incorporated by reference to Exhibit 10-B of
                  A.W. Hogan                                  the Registrant's Form 8-K filed 6/2/98
                                                              (No. 0-21275)

10.3              Form 8-K dated 6/2/98 Relative to           Incorporated by reference to Form 8-K filed
                  Business Combination with Links, Ltd.       on August 12, 1998. (No. 0-21275)

10.4              Consulting Agreement dated 1/1/99           Incorporated by reference to Exhibit 10.2
                  Between Company and Advance                 to Form 10-QSB for period ended 6/1/99
                  Marketing Analysis                          filed on August 23, 1999. (No. 0-21275)

10.5              Consulting Agreement dated 1/1/99           Incorporated by reference  to Exhibit 10.3 to
                  Between Company and Sam J. Lindsey          Form 10-QSB for period ended 6/1/99
                                                              filed on August 23, 1999. (No. 0-21275)

10.6              Agreement and Plan of Reorganization        Incorporated by reference to Exhibit 10.1 to
                  dated 1/7/2000 Between Company and          Form 8-K filed on January 21, 2000. (No. 0-21275)
                  and Shopping Mall Online, Inc.



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<PAGE>



10.7              Stock Purchase and Subscription             Incorporated by reference to Exhibit 10.7 to
                  Agreement Between Company and               Registrant's Form 10-KSB for the period
                  The Reserve Foundation Trust                ended December 31, 1999. (No. 0-21275)

10.8              Promissory Note of Company to               Incorporated by reference to Exhibit 10.8 to
                  The Reserve Foundation Trust                Registrant's Form 10-KSB for the period
                                                              ended December 31, 1999. (No. 0-21275)

10.9              Reorganization Agreement dated              Incorporated by reference to Exhibit 2.1 to Form
                  April 19, 2000 among Enter Tech             10-QSB for Quarter Ended March 31, 2000.  Filed
                  Corporation, WavePower, Inc.,               on May 15, 2000. (No. 0-21275)
                  and Vernon C. Kendrick

10.10             Employment Agreement among Enter            Incorporated by Reference to Exhibit 10.1 to Form
                  Tech Corporation, WavePower, Inc.,          10-QSB for Quarter Ended March 31, 2000.  Filed
                  and Vernon C. Kendrick                      on May 15, 2000. (No. 0-21275)

10.11             Voting Trust Agreement                      Incorporated by Reference to Exhibit 10.1 to Form
                                                              10-QSB for Quarter Ended March 31, 2000.  Filed
                                                              on May 15, 2000. (No. 0-21275)

10.12             Joint Venture Agreement between             Incorporated by Reference to Exhibit 10.12 to Form
                  Enter Tech Corporation and Northern         10-KSB for Fiscal Year Ended December 31, 2000.
                  Communications Group, Inc. dated            Filed April 16, 2001. (No. 0-21275)
                  10/13/00

10.13             Licensing Agreement between Enter           Incorporated by Reference to Exhibit 10.13 to Form
                  Tech Corporation and Hitdisc.com, Inc.      10-KSB for Fiscal Year Ended December 31, 2000.
                  dated 10/27/00  Terminated.                 Filed April 16, 2001.  (No. 0-21275)

10.14             Employment Agreement between                Incorporated by Reference to Exhibit 10.14 to Form
                  Enter Tech Corporation and Gregory          10-KSB for Fiscal Year Ended December 31, 2000.
                  J. Kaiser Terminated.                       Filed April 16, 2001.  (No. 0-21275)

</TABLE>


     (b) REPORTS ON FORM 8-K. No reports on Form 8-K were filed during the
quarter ended December 31, 2001.





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<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned thereunder duly authorized.

SIGNATURE                         TITLE                                DATE

/s/ D. William Thomas      President and Director,                April 12, 2002
----------------------
D. William Thomas


/s/ Mark A Thomas          Secretary and Director,                April 12, 2002
----------------------
Mark A. Thomas









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