<PAGE>

                  UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                          
                                FORM 10-KSB
                                          
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934
                    For the Fiscal Year ended: December 31, 1998
                            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)

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

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-B 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]

State Issuer's revenues for its most recent fiscal year:  $-0-.  As of March 
1, 1999, a total of 3,650,000 shares of common stock were outstanding. 

Documents incorporated by reference: Such documents are found in Item 13

<PAGE>

                                    PART I

ITEM 1.   DESCRIPTION OF BUSINESS.

GENERAL

     Enter Tech Corp., formerly known as Walnut Capital, Inc. (the "Company") 
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 inception and has no operations to date. 

     In October 1996, the Company filed a registration statement with the 
Securities and Exchange Commission on Form 10-SB; wherein 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 survivor.  
Pursuant to the Articles of Merger filed in the respective States of Nevada 
and Wyoming, the Company's name was changed from Walnut Capital, Inc. to 
Enter Tech Corp. to more accurately describe the proposed business of the 
Company.  Pursuant to the Agreement and Plan of Merger, the Company was to 
issue 2,400,000 shares of its common stock to the sole shareholder of Links, 
Ltd., Mach One Corporation, a public company.  Prior to the merger 
transaction the Company had 1,250,000 shares of its common stock issued and 
outstanding, of which 835,000 shares were canceled as part of the merger 
transaction.  On the effective date of the merger transaction the Company had 
3,650,000 shares of its common stock issued and outstanding.  Thus, Mach One 
Corporation currently owns approximately 65.7% of the issued and outstanding 
common stock of the Company and it is essentially a majority-owned subsidiary 
of Mach One Corporation.

     As part of the merger transaction officers of the Company resigned, a 
new board of directors was appointed and new officers were elected.

     The Company's offices are located at 430 East 6th Street, Loveland, 
Colorado 80537, and its telephone number is (970) 669-5292.

DESCRIPTION OF BUSINESS

     The Company is a successor to Links, Ltd., a Wyoming corporation, 
incorporated on August 18, 1997, which was a wholly-owned subsidiary of Mach 
One and was a development stage company for accounting purposes.  The Company 
and its predecessor has had no revenues from operations from its inception.  
Links, Ltd. was incorporated for the purpose of developing kiosks, or vending 
machines, through which to market computer software, music and possibly 
digital video products.  As conceived, each kiosk vending machine would have 
software, music and eventually digital video stored on disks or hard drives 
and potential customers would place an order into the machine to purchase 
software, music and eventually digital television from a menu, triggering the 
machine to imprint the product on a compact disk ("CD").  As conceived, the 
CD imprint time is expected to 

<PAGE>

take approximately 3 to 4 minutes, at which time the CD would be ejected from 
the kiosk to the waiting customer.  Purchases would be made by use of credit 
cards or so-called smart cards read by the kiosk.  As conceived, each kiosk 
would be linked by telephone line and computer modem to the Company's 
administrative offices to permit monitoring, performance analysis, addition 
and subtraction of software and music selections and eventually digital 
television selections. Further the telephone and computer modem would permit 
confirmation of credit card and smart card purchases.

     Links, Ltd. had, through outside vendors and some in-house expertise, 
constructed a prototype of a proposed kiosk at the time of the merger 
transaction.  Since that time the prototype has undergone further refinement 
and modification.  At this time additional modification and testing is being 
undertaken by an outside vendor/engineering firm located at Broomfield, 
Colorado.  The Company has no firm date as to when it will be able to begin 
mass producing the kiosk; however, management is hopeful such production will 
commence in the next few months.  It currently has orders for the purchase of 
thirty units at $50,000 per unit from Dr. A. W. Hogan, who is also a member 
of the Company's board of directors.  The Company, as a successor to Links, 
Ltd., has a contract with Dr. Hogan for the marketing and administration of 
sales through certain identified locations and the division of profits after 
Dr. Hogan has recovered his cost.  

     There is no assurance that the kiosks will function as planned, be 
manufactured at a unit cost as anticipated nor be ready for delivery within 
the next few months.  All of these factors will bear on the Company's ability 
to generate revenues from any projected sales. The Company is currently 
seeking funding in the form of equity and debt financing from independent 
sources. The initial funding is for $500,000 which is expected to be utilized 
over a period of six months for research and development, manufacturing, if 
appropriate, marketing and administration.  The Company has not finalized the 
terms of such funding nor located purchasers committed to such funding. 

COMPETITION

     The area of business in which the Company intends to engage is crowded 
with many vendors and marketers, ranging from small to some of the largest 
retail companies.  The Company is not aware of any entity which is currently 
marketing computer software, music or digital television in the manner in 
which the Company is proposing, through kiosks. However, there can be no 
guarantee that the Company will be able to successfully market its products 
and to become profitable.

EMPLOYEES

     As of December 31, 1998 the Company had one full time employee, which 
was also an officer of the Company.

ITEM 2.  DESCRIPTION OF PROPERTY.

     From inception until June 2, 1998, the Company has maintained its office 
in space provided by its former Company's President, at no charge. After the 
Company's acquisition of Links, Ltd., the Company's offices moved to 430 East 
6th Street, Loveland, Colorado 80537. This office space is 

<PAGE>

leased by the Company's major shareholder, Mach One Corporation. The Company 
currently pays $900 per month rent for this space. The Company owns no real 
property.

ITEM 3.  LEGAL PROCEEDINGS.

     There are no pending legal proceedings, and the Company is not aware of 
any threatened legal proceedings to which the Company is a party.

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

     No matters were submitted to a vote of security holders during the 
fourth quarter of the fiscal year ended December 31, 1998.

                                  PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     (a)  MARKET INFORMATION.  As of December 31, 1998, no public market for 
any securities of the Company had developed, and no firm had undertaken to 
make a market in the Company's securities. When a public market develops, 
market makers and other dealers will provide bid and ask quotations of the 
Company's Common Stock under the symbol "ENTR." Trading will be conducted in 
the over-the-counter market on the NASD's "Electronic Bulletin Board."

     (b)  APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK. The number of record 
holders of the Company's $.0001 par value common stock at March 1, 1999 was 
approximately sixty-eight.

     (c)  DIVIDENDS.  No dividends have been declared or paid by the Company 
since inception.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

     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.  No revenues were received by the 
Company 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, 1998. 

     Liquidity and Capital Resources

<PAGE>

     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.

     Management feels that the Company has inadequate working capital to 
pursue its proposed operations. To develop its operations, the Company must 
utilize additional capital which it must acquire, either itself or with joint 
venture partners or investors. The Company has not entered into any agreement 
with a partner but expects to require additional financing for its 
operations. The Company cannot predict when its funding program will occur. 
As of December 31, 1998, the Company had no material commitments for capital 
expenditures.

     The Company has no plans to pay dividends to its shareholders

ITEM 7.  FINANCIAL STATEMENTS.

     The financial statements are set forth on pages F-1 through F-8 hereto.  

<PAGE>

                          INDEX TO FINANCIAL STATEMENTS

                                ENTER TECH CORP.

                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                      with

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

<TABLE>
<S>                                                                               <C>
         Report of Independent Certified Public Accountants                        F-2

         Financial Statements:

              Balance Sheet                                                        F-3

              Statements of Operations                                             F-4

              Statement of Changes in  Stockholders'
               (Deficit)                                                           F-5

              Statements of Cash Flows                                             F-6

              Notes to Financial Statements                                        F-7

</TABLE>

                                       F-1


<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, 1998, and the related 
statements of operations, stockholders' (deficit) and cash flows for the year 
ended December 31, 1998, the period from August 18, 1997 (date of inception) 
to December 31, 1997 and the period from August 18, 1997 (date of inception) 
through December 31, 1998. 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 generally accepted auditing 
standards. 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, 1998, and the results of its 
statements of operations, stockholders' (deficit) and cash flows for the year 
ended December 31, 1998, the period from August 18, 1997 (date of inception) 
to December 31, 1997 and the period from August 18, 1997 (date of inception) 
through December 31, 1998 in conformity with generally accepted accounting 
principles.

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 suffered recurring losses from operations and has a net working 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.



                                       Schumacher & Associates, Inc.
                                       Certified Public Accountants
                                       12835 E. Arapahoe Road
                                       Tower II, Suite 110
                                       Englewood, CO 80112


March 30, 1999

                                      F-2
<PAGE>

                                ENTER TECH CORP.
                          (A Development Stage Company)

                                  BALANCE SHEET
                                December 31, 1998

<TABLE>
<S>                                                                       <C>
                                     ASSETS

Current Assets:                                                           $         -
                                                                          -----------
License and other intangible assets, net
 of valuation allowance of $227,943                                                 -
                                                                          -----------
TOTAL ASSETS                                                              $         -
                                                                          -----------
                                                                          -----------

                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
  Accounts payable                                                              1,125
  Customer deposits                                                            60,000
  Payable, related parties                                                     72,724
                                                                          -----------
         Total Current Liabilities                                            133,849
                                                                          -----------
TOTAL LIABILITIES                                                             133,849
                                                                          -----------
Commitments and contingencies                                                       -
 (Notes 1,5,6,7,8 and 9)

Stockholders' (Deficit):
  Preferred stock, $.0001 par value
   5,000,000 shares authorized,
   none issued and outstanding                                                      -
  Common stock, $.0001 par value
   100,000,000 shares authorized,
   3,650,000 issued and outstanding                                               365
  Additional Paid In Capital                                                  219,638
  Accumulated (Deficit)                                                      (353,852)
                                                                          -----------
TOTAL STOCKHOLDERS' (DEFICIT)                                                (133,849)
                                                                          -----------
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                             $         -
                                                                          -----------
                                                                          -----------

</TABLE>

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

                                       F-3
<PAGE>

                                ENTER TECH CORP.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                              For the Period           For the Period
                                                                              from August 18,          from August 18,
                                                                               1997 (date of            1997 (date of
                                                                                inception)               inception)
                                                        Year Ended               through                  through
                                                       December 31,             December 31,             December 31,
                                                           1998                     1997                     1998   
                                                       -----------              -----------              -----------
<S>                                                    <C>                    <C>                      <C>
Revenue                                                $         -              $         -              $         -
                                                       -----------              -----------              -----------

Expenses:
        Management fees                                     22,500                    7,500                   30,000
        Supplies                                             2,729                      555                    3,284
        Professional fees                                   48,487                   13,908                   62,395
        Rent                                                10,287                    2,658                   12,945
        Travel                                               6,983                    2,080                    9,063
        Telephone                                            5,177                    1,223                    6,400
        Other                                                1,822                        -                    1,822
        Write down of carrying value
         of Technology and License
         Agreement                                          17,943                  210,000                  227,943
                                                       -----------              -----------               ----------
          Total Operating Expenses                         115,928                  237,924                  353,852
                                                       -----------              -----------               ----------
Net (Loss)                                             $  (115,928)             $  (237,924)              $ (353,852)
                                                       -----------              -----------               ----------
Per Share                                              $      (.03)             $      (.07)              $     (.10)
                                                       -----------              -----------               ----------
                                                       -----------              -----------               ----------
Weighted Average Shares
 Outstanding                                             3,650,000                3,235,000                3,650,000
                                                       -----------              -----------               ----------
                                                       -----------              -----------               ----------

</TABLE>

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

                                       F-4
<PAGE>

                                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, 1998

<TABLE>
<CAPTION>
                                                                                Additional
                                  Preferred     Stock     Common       Stock      Paid-in    Accumulated
                                  No./Shares   Amount   No./Shares    Amount     Capital      (Deficit)       Total
                                  ----------   ------   ----------   --------   ----------   -----------     ------
<S>                               <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-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-year ended

December 31, 1998                         -        -            -          -            -      (115,928)     (115,928)
                                  ---------    -----    ---------    -------    ---------    ----------    ----------
Balance at December 31, 1998              -    $   -    3,650,000    $   365    $ 219,638    $ (353,852)   $ (133,849)
                                  ---------    -----    ---------    -------    ---------    ----------    ----------
                                  ---------    -----    ---------    -------    ---------    ----------    ----------

</TABLE>


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

                                       F-5
<PAGE>

                                ENTER TECH CORP.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                              For the Period          For the Period
                                                                              from August 18,         from August 18,
                                                                               1997 (date of           1997 (date of
                                                                                  inception)             inception)
                                                        Year Ended                 through                 through
                                                       December 31,              December 31,            December 31,
                                                           1998                     1997                     1998   
                                                       -----------            ---------------         ---------------
<S>                                                    <C>                    <C>                     <C>
Operating Activities:
 Net (Loss)                                             $ (115,928)              $  (237,924)             $ (353,852)
 Adjustment to reconcile net
  (loss) to net cash provided
  by operating activities:
   (Increase) decrease in
        other current assets                                   500                      (500)                      -
   Increase in customer
        deposits                                            60,000                         -                  60,000
   (Decrease) in accounts
        payable and accrued
        expenses                                             1,125                         -                   1,125
                                                        ----------               -----------              ----------
  Net Cash (Used in)
  Operating Activities                                     (54,303)                 (238,424)               (292,727)
                                                        ----------               -----------              ----------

Cash Flows from Investing
 Activities                                                      -                         -                       -
                                                        ----------               -----------              ----------

Cash Flows from Financing
 Activities:
   Common stock issued
    and additional paid-in
    capital                                                (15,921)                  235,924                 220,003
   Increase in payable,
    related parties                                         65,224                     7,500                  72,724
                                                        ----------               -----------              ----------
Net Cash Provided by
 Financing Activities                                       49,303                   243,424                 292,727
                                                        ----------               -----------              ----------

Increase (decrease) in Cash                                 (5,000)                    5,000                       -

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

Cash, End of Period                                     $        -               $     5,000              $        -
                                                        ----------               -----------              ----------
                                                        ----------               -----------              ----------
Interest Paid                                           $        -               $         -              $        -
                                                        ----------               -----------              ----------
                                                        ----------               -----------              ----------
Income Taxes Paid                                       $        -               $         -              $        -
                                                        ----------               -----------              ----------
                                                        ----------               -----------              ----------

</TABLE>

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

                                       F-6
<PAGE>

                                ENTER TECH CORP.
                         (A Development Stage Company)

                         NOTES TO FINANCIAL STATEMENTS
                               December 31, 1998

(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 Colorado 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 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 its inception and has a net
          capital deficiency. Management is attempting to raise additional
          capital.

          In view of these matters, realization of certain of the assets in the
          accompanying balance sheet is dependent upon continued operations of
          the Company, which in turn is dependent upon the Company's ability to
          meet its financial

                                       F-7
<PAGE>

                                ENTER TECH CORP.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1998

     (c) BASIS OF PRESENTATION - GOING CONCERN, CONTINUED

          requirements, raise additional capital, and the success of its future
          operations.

          Management is in the process of attempting to raise additional capital
          and reduce operating expenses. Management believes that its ability to
          raise additional capital and reduce operating expenses provide an
          opportunity for the Company to continue as a going concern.

     (d) INCOME TAXES

          As of December 31, 1998, the Company had net operating losses
          available for carryover to future years of approximately $353,852,
          expiring in various years through 2012. Utilization of these
          carryovers may be limited if there is a change in control of the
          Company. As of December 31, 1998, the company has total deferred tax
          assets of approximately $70,770 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 $70,770. Thus, no tax assets have been recorded in the
          financial statements as of December 31, 1998.

(2)  BUSINESS COMBINATION

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

                                       F-8
<PAGE>

                                ENTER TECH CORP.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1998

(3)  LICENSE AND OTHER INTANGIBLE ASSETS

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

(4)  ALLOCATED EXPENSES

     Links, Ltd. was charged with various operating expenses allocated from its
     former parent company. The expenses were recorded in the Statement of
     Operations and shown as additional paid-in capital.

(5)  PAYABLE, RELATED PARTY

     During the year ended December 31, 1998, the Company incurred $30,000 of
     management fees payable to a related party. Related party payables totaled
     $72,724 at December 31, 1998.

(6)  CONSULTING AGREEMENT

     Effective July 1, 1998, the Company entered into a one year contract with
     the Vice President of the Company, which would require this individual to
     provide consulting services for fees of $500 per month and 750,000 shares
     of stock to be issued pursuant to a Form S-8 Registration Statement. This
     individual has never become an officer of the Company, and the Company has
     paid no compensation to this individual to date and has not issued the
     shares of stock. The December 31, 1998 financial statements include an
     accrual of $10,000 related to services performed by this individual.

(7)  MARKETING AND ADMINISTRATION OF SALES AGREEMENT

     The Company has entered into an agreement with a director of the Company
     for the marketing and administration of sales through certain identified
     locations and the division of profits after the director has recovered
     related costs. The company currently has orders for the purchase of thirty
     units at $50,000 per unit from the director. The Company received $60,000
     of deposits related to these orders.

                                       F-9
<PAGE>

                                ENTER TECH CORP.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1998

(8)  RELATED PARTY TRANSACTIONS

     From inception until June 2, 1998, the Company had maintained its office in
     space provided by its former President at no charge. After the business
     combination, the Company moved its office to Loveland, Colorado. This
     office space is leased by the Company's controlling shareholder. The
     Company currently pays $900 per month for this space.

(9)  SUBSEQUENT EVENTS

     Effective January 5, 1999, the Company entered into an agreement with a
     consultant to attempt to build revenues of the Company and assist in the
     development of the Company's product. The consultant is to be paid $5,000
     per month plus expenses. The term is for two years, expiring December 31,
     2001, with an option to renew for two additional years.

                                      F-10

<PAGE>

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

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

                             PART III

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

The Directors and Officers of the Company are as follows:

<TABLE>
<CAPTION>
     Name                Age            Positions and Offices Held
     ----                ---            --------------------------
<S>                      <C>            <C>
     Josh Foss           53             President and Treasurer
    
     David Matus         41             Director
     
     A. W. Hogan         57             Director
     
     Gene Gregory        45             Secretary and Director

</TABLE>

     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. There are no family relationships among the Company's 
officers and directors, nor are there any arrangements or understandings 
between any 

<PAGE>

of the directors or officers of the Company or any other person pursuant to 
which any officer or director was or is to be selected as an officer or 
director.

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 has served as such, and the business 
experience of such persons during at least the last five years:

     JOSH FOSS. Mr. Foss has been the President and Treasurer of the Company 
since June, 1998. For the past six years, he has worked as a consultant with 
various clients in business turnaround situations. For a period of 
approximately eleven years, he was President, Chief Executive Officer, and 
owner of Shelltex, Inc., which was a private company which developed and 
built real estate subdivisions.

     DAVID MATEUS.  Mr. Mateus has been a Director of the Company since June, 
1998. He has over fourteen years of experience in the design, installation, 
training and documentation of micro computer business systems. He spent six 
years with RLM and Associates as the Regional Sales Manager for Florida. Mr. 
Mateus will be primarily responsible for the management of the sales program 
of the Multimedia Kiosk Centers through the QuickGold 2000 Program.

     A.W. HOGAN. Dr. Hogan has been a Director of the Company since June, 
1998. He has most recently been involved as an investor in small businesses. 
He was originally in private practice in Optometry for approximately five 
years. He then joined Malbar Vision Center and International Contact Lens, 
with corporate offices in Omaha, Nebraska. He helped to develop that 
organization into a franchising company. He was involved with that 
organization for approximately twenty-five years. After that organization was 
sold, he relocated to Texas and purchased four Optometry offices. He sold 
these offices after ten years of ownership. Dr. Hogan has a B.S. and O.D. in 
Optometry.

     GENE GREGORY. Mr. Gregory  has been Secretary and a Director of the 
Company since June, 1998. He has spent most of his career as a building 
contractor. He received his California State Contractors License in 1989. He 
is currently actively involved in a number of commercial building projects.

ITEM 10.  EXECUTIVE COMPENSATION.

     The Company's Officers and Directors currently receive no salary from 
the Company and have received no salary for the past three fiscal years. 

     Effective July 1, 1998, the Company entered into a one year contract 
with an individual to become a Vice President of the Company, which would 
require this individual to provide consulting services for fees of $500 per 
month and 750,000 shares of stock to be issued pursuant to a Form S-8 
Registration Statement. This individual has never become an officer of the 
Company, and the Company has paid no compensation to him to date, including 
the issuance of shares of stock.

<PAGE>

     The Company has no retirement, pension, profit-sharing or insurance or 
medical reimbursement plans covering its Officers and Directors.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth, as of December 31, 1998, 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>
     Name and Address                     Amount of Beneficial
     of Beneficial Owner                        Ownership           Percentage of Class
     -------------------                  --------------------      -------------------
<S>                                       <C>                       <C>
     Mach One Corporation                    2,400,000 (1)                  65.7%
     430 East 6th Street
     Loveland, Colorado 80537

     Josh Foss                                   -0-
     1800 South State Street
     Orem, Utah 84097

     Mike Handy                                  -0-
     1947 South Columbia Lane
     Orem, Utah 84097

     David Matus                                 -0-
     8854 Coneflower Place
     Parker, Colorado 80134

     A. W. Hogan                                 -0-
     705 West 2nd Street
     Gordon, Nebraska 69343

     Gene Gregory                                -0-
     561 Red Deer Road
     Franktown, Colorado 80116

     All Executive Officers and                  -0-
     Directors as a Group
     (5 Persons)

</TABLE>

     (1) An error occurred with respect to the issuance of certain shares in the
     acquisition of Links, Ltd. by Walnut Capital, Inc.  All parties agree that
     the transaction should have been made for a total of 2,400,000 shares of
     Walnut Capital, Inc., rather than for 3,235,000 shares, as shown 

<PAGE>

     in the documents and as previously reported in the Company's disclosure 
     documents. The Company has  undertaken steps to rectify this situation.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The Company has a joint venture agreement with one of its Directors, 
A.W. Hogan for the marketing and administration of sales through certain 
identified locations and the division of profits after Dr. Hogan has 
recovered related costs. The Company currently has orders for the purchase of 
thirty units at $50,000 per unit from Dr. Hogan.

     The Company's offices are located at 430 East 6th Street, Loveland, 
Colorado 80537. This office space is leased by the Company's major 
shareholder, Mach One Corporation. The Company pays $900 per month at this 
location.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  3. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER    DESCRIPTION                   LOCATION
-------   -----------                   --------
<S>       <C>                           <C>
 3        Articles of Incorporation     Incorporated by reference to 
                                        Exhibit 2.1 to the Registrant's
                                        Form 10-SB Registration
                                        Statement filed on 8/28/96,
                                        1996 (No. 0-21275)

 3             Bylaws                   Incorporated by reference to 
                                        Exhibit 2.2 to the Registrant's
                                        Form 10-SB Registration
                                        Statement filed on 8/28/96,
                                        1996 (No. 0-21275)

10        Lock-up Agreements by         Incorporated by reference to
          Company Shareholders          Exhibit 3.1 to the Registrant's
                                        Form 10-SB Registration
                                        Statement filed on 8/28/96,
                                        1996 (No. 0-21275)

10B       Joint Venture Agreement       Incorporated by reference to
          with A.W. Hogan               Exhibit 10-B of the Registrant's
                                        Form 8-K filed 6/2/98 
                                        1998 (No. 0-21275)

</TABLE>

     (b)  REPORTS ON FORM 8-K.  No reports on Form 8-K were filed during the
quarter ended December 31, 1998.

<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/ Josh Foss            President, Treasurer                   March 30, 1999
                         (Principal Financial and 
                         Accounting Officer)

/s/ David Matus          Director                               March 30, 1999 

/s/ A. W. Hogan          Director                               March 30, 1999

/s/ Gene Gregory         Secretary and Director                 March 30, 1999