12

                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, 1999
                           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-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. [ ]

The aggregate  market value of the Issuer's common stock held by  non-affiliates
as of March 24,  2000  (valued at the  average of the bid and asked  price as of
February 18, 2000) was $8,532,000.

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

As of  March  24,  2000,  a total of  7,783,000  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>

                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS.

GENERAL AND HISTORY

     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.

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

     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 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 to be
reallocated  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 then owned  approximately  65.7% of
the issued and  outstanding  common stock of the Company.  At March 24, 2000, it
owned about 7.4% of the Company.

     Following the merger with Links,  Ltd., the Company  attempted to develop a
prototype  of a proposed  kiosk,  or vending  machine,  through  which to market
computer  software,  music and possibly digital video products.  The Company was
unsuccessful  in developing this  prototype.  The prototype  became obsolete and
could not be mass-produced on terms commercially favorable to the Company.

     On January 7, 2000,  the Company,  Shopping Mall On-line,  Inc.  ("Shopping
Mall On-line"),  a Washington  corporation,  and Robert Pratt ("Pratt")  entered
into an agreement (the "Agreement"),  pursuant to which, among other things, the
Company  acquired 80% of the  outstanding  common stock of Shopping Mall On-line
from  Pratt.  Shopping  Mall  On-line is  developing  a concept  for an Internet
shopping  mall and related  e-commerce  technology.  The  consideration  for the
acquisition of the common stock of Shopping Mall On-line was 2,400,000 shares of
the Company's common stock.

     The Agreement  also  provides  that if for any reason the Company's  common
stock  is not  trading  above a  $1.00  bid  price  at the  time  the  Rule  144
restrictive  legend on the stock  certificate  for the  2,400,000  shares of the
Company's common stock is removed,  the Company will issue additional  shares of
its common stock to Pratt. 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 to Pratt under the  Agreement  based on the then
existing bid price.  The Agreement  also provides the voting rights with respect
to the common  stock of Shopping  Mall  On-line will remain with Pratt until the
restrictive  legend on the  2,400,000  shares of the  Company's  common stock is
removed.  If for any  reason  the  Company is  declared  insolvent  or files for
bankruptcy  protection  after the date of the  Agreement  until the  restrictive
legend on the Company's common stock is removed, Shopping Mall On-line will have
the right to rescind the  Agreement.  Shopping  Mall On-line has the right under
the Agreement to appoint one person nominated by Pratt to the board of directors
of the Company.


                                       2
<PAGE>


     Shopping  Mall On-line is a private  company  which prior to the  foregoing
transaction  was owned  solely by Pratt.  Pratt is also the  principal  owner of
Integrity Capital, Inc. Integrity Capital provides investor relation services to
the Company including, but not limited to:

     o    posting information about the Company on Integrity Capital's Web site;

     o    contacting broker-dealers to discuss the Company's plan of operation;

     o    assisting the Company with its press releases; and

     o    introducing the Company to accredited and institutional  investors for
          the Company's potential financing activities.

     On February 8, 2000, the Company signed a non-binding letter of intent with
WavePower,  Inc. which document  contemplates  the acquisition by the Company of
80% of WavePower,  Inc. for  approximately  5,000,000  restricted  shares of the
Company's common stock. In addition,  in the non-binding  letter of intent,  the
Company  has  agreed to  reserve  3,000,000  shares of its  5,000,000  shares of
preferred  stock  for  issuance  as  further  payment  for the  WavePower,  Inc.
acquisition  provided future  performance  conditions are met. The companies are
now performing due diligence evaluations.

     In March  2000,  the  Company  signed  a Stock  Purchase  and  Subscription
Agreement  whereby The  Reserve  Foundation  Trust (the  "Trust") is to purchase
6,000,000  restricted  shares of the  Company's  common  stock  for $10  million
through  a private  placement,  provided  that all  conditions  to the  purchase
closing  are  fulfilled.  According  to the  terms  of the  Stock  Purchase  and
Subscription Agreement,  the full transfer of funds is to be completed by May 1,
2000, if the closing conditions are satisfied.  Demand registration rights after
January 1, 2001 and piggyback registration rights are to be granted to the Trust
if the  transaction  closes.  Upon signing the Stock  Purchase and  Subscription
Agreement,  the Trust  provided the Company  with $50,000 in interim  financing,
which may  subsequently be increased to a total of $250,000.  This debt is to be
repaid upon final funding of the private placement.

     The Reserve  Foundation Trust financing is contingent upon the Company,  by
May 1, 2000,  completing the WavePower,  Inc.  acquisition and "duly" filing its
"annual report on Form 10-K or 10-KSB for the year ended December 31, 1999."


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,  hard drives or available through
internet  servers 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  disc  ("CD").  As
conceived, the CD imprint time is expected to take approximately 3-4 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.

     The Company has not  developed a kiosk that may be produced and sold to the
public.  Links,  Ltd. had, through outside vendors and some in-house  expertise,
constructed  a  prototype  of a  proposed  kiosk  at  the  time  of  the  merger



                                       3
<PAGE>


transaction.  That prototype  became obsolete and could not be  mass-produced on
terms  commercially  favorable to the Company.  During 1998 and 1999 the Company
hired outside  vendor/engineering  firms to design plans for the  components and
software to be used in the kiosks.  A design was developed for the kiosk, but no
purchase was made of any components to construct a prototype of the kiosk.  That
design for the kiosk has not been tested.

     The Company will need to  construct an entirely new  prototype of the kiosk
based on its concept for the kiosk and have that  prototype  tested before it is
able, if at all, to mass-produce  the kiosks.  The Company was not able to begin
construction  of a prototype of a kiosk during the previous 12 months;  however,
it is  anticipated  that it may be able to move  forward  with a  prototype  and
construction  of units in the next 12 to 18 months.  The Company has in the past
used software and hardware developed by third parties to construct prototypes of
the kiosks. The Company anticipates that any future prototypes of the kiosk that
it may  construct,  of  which  there  is not any  assurance,  will be made  with
software and hardware developed by third parties.

     There is no  assurance  that the  kiosks  will  function  as planned if the
Company  is able  to  develop  the  kiosks  or be  manufactured  at a unit  cost
commercially  favorable  to the Company.  All of these  factors will bear on the
Company's ability to generate revenues from sales, if any.

     Shopping  Mall  On-line  will  provide  web  hosting  services  and provide
exposure to small and  medium-size  businesses for both consumer and business to
business  e-commerce  activity.  They  will  also act as an  aggregate  site for
advertising and promoting businesses on the web. Revenues will be generated from
hosting,  training,  banner  advertisements  and  a  percentage  of  sales  from
customers.   Negotiations  are  currently   underway  with  several  major  mall
developers  and  retailers  who have  expressed  an interest  in  Shopping  Mall
On-line's  branding  and  marketing  strategies.  One such  group has  expressed
interest in a beta-test of the kiosk in  combination  with Shopping Mall On-line
in a yet  to be  determined  number  of  malls  nationally  and  in  Canada.  No
assurances can be made as to whether or not such  partnerships or  relationships
with mall developers or retailers will be established.


COMPETITION

     The area of business related to the kiosk and on-line shopping  services in
which the Company  intends to engage is crowded with many vendors and marketers,
ranging  from small to some of the  largest  retail  companies.  There can be no
guarantee  that the Company will be able to  successfully  market any product it
may develop or to become profitable.  At this time, the Company has no patent or
proprietary  protection with respect to its kiosk or on-line  shopping  services
concepts, and, therefore,  there is nothing to prevent anyone else from pursuing
these potential lines of business.


EMPLOYEES

     As of December 31, 1999,  the Company had one full time  employee,  who was
also an officer of the Company.  It is anticipated  that if pending  conditional
financing is obtained additional employees will be added during the year 2000 as
needed. See MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.


ITEM 2.  DESCRIPTION OF PROPERTY.

     Since June of 1998,  the  Company has  maintained  its  corporate  offices,
manufacturing,  research and distribution  facilities in leased premises located
at 430 East 6th Street, Loveland, Colorado 80537. The facilities are leased from
an entity  owned by Bill Thomas,  a principal  shareholder  of the Company.  The
lease has a monthly rental of $1,500.00  plus certain common area expenses.  The
premises contain approximately 750 square feet.



                                       4
<PAGE>


     Company's  management  believes the present facilities are adequate for its
present needs. There are similar facilities available at comparable rates in the
adjacent area to the present location.  The Company believes it would be able to
readily move to other facilities, if the present lease is not renewed.

     Shopping Mall Online,  Inc.,  the  Company's  subsidiary,  occupies  leased
premises at 914 Citadel Drive, unit B-1, Everson, Washington 98247 under a lease
expiring March 31, 2002. The facilities contain  approximately 3,600 square feet
at a monthly rental of $2,600.00  plus common area expenses.  They are deemed to
be adequate for the subsidiary's  present and anticipated needs during the lease
term.  The  facilities   have  been  outfitted  with  fiber  optic  cable  which
facilitates conducting an e-commerce business there.


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  Stiles,  a former  officer of and  consultant  to the
Company,  in the District Court of Douglas County  Colorado.  The Company claims
that:  (i) Mr. Stiles agreed to furnish  services to the Company  pursuant to an
agreement  with the Company  dated July 1, 1998;  (ii) Mr. Stiles failed to meet
the  performance  standards  set  out in  the  agreement  and  his  failure  was
intentional   or  willful  and   wanton;   (iii)  Mr.   Stiles   made   material
misrepresentations regarding his abilities, efforts and intentions; and (iv) the
conduct of Mr. Stiles caused the Company material damages.  The Company requests
that: (i) the Court rescind the contract;  and (ii) award the Company damages to
be determined at trial.  As of the date hereof,  Mr. Stiles has requested  extra
time to respond  to the  Company's  Complaint  and has  indicated  he will bring
counter-claims against the Company not now determinable.


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, 1999 through the  solicitation  of
proxies or otherwise.


                                       5
<PAGE>

                                     PART II

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

     The Company's  common stock has been quoted on the OTC Bulletin Board under
the symbol ENTR since May of 1999.  To the  knowledge of the Company  there have
been very 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 period  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.

            Quarter Ending:                    High                    Low
            ---------------                   -------                 -----

     May 1999      -  June 1999               $1.8750                 $.25
     July 1999     -  September 1999          $ .7815                 $.25
     October 1999  -  December 1999           $1.1250                 $.75

     The number of record  holders of common  stock of the  Company at March 24,
2000 was 50.

     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.

     Information  with  respect  to  securities  sold  by  the  Company  without
registration  of the  securities  under the  Securities  Act of 1933, as amended
("Securities Act") during the period from January 1, 1999 through March 24, 2000
and the sale of which has not been  previously  reported  under  the  Securities
Exchange Act of 1934, as amended is set forth in the following paragraphs.

     A.   On  November  1, 1999 the Company  authorized  the  issuance of 10,000
          shares of its common stock each to David Matus and Cliff Pettee. These
          shares were  issued as  compensation  to Messrs.  Matus and Pettee for
          services  performed by them as  directors  of the  Company.  No person
          acted  as  an   underwriter   with  respect  to  these  sales  and  no
          underwriting  discounts  or  commissions  were  paid  therefor.  These
          securities   were  sold  in  reliance  upon  the  exemption  from  the
          registration  requirements  of  Section 5 of the  Securities  Act as a
          transaction  not involving a public offering under Section 4(2) of the
          Securities Act. The securities were: (I) acquired for investment; (ii)
          issued to Company  directors  or former  directors  familiar  with the
          Company; (iii) and issued as "restricted  securities" as defined under
          the  Securities  Act.  The  certificates  issued  to  represent  these
          securities  contain a  restrictive  legend  denoting  their  status as
          restricted securities.

     B.   On November 20, 1999 the Company  authorized the issuance to ProActive
          Corporation  of 100,000  shares of its common stock and authorized the
          issuance of an  additional  589,000  shares on March 14,  2000.  These
          689,000  shares were issued for  consulting  services  rendered to the
          Company by ProActive.  No person acted as an underwriter  with respect
          to these issuances and no underwriting  discounts or commissions  were
          paid  therefor.  These  securities  were  sold in  reliance  upon  the
          exemption  from the  registration  requirements  of  Section  5 of the
          Securities Act as a transaction  not involving a public offering under
          Section 4(2) of the Securities Act. The securities  were: (i) acquired
          for  investment;  (ii) issued to a consultant of the Company  familiar
          with the  Company;  and (iii)  issued as  "restricted  securities"  as
          defined under the Securities Act. The certificates issued to represent
          these securities contain a restrictive legend denoting their status as
          restricted securities.

     C.   On November  20,  1999,  the  Company  authorized  the  issuance to D.
          William  Thomas of 500,000  shares of its common stock.  These 500,000
          shares were issued to Mr.  Thomas for services  rendered by him to the


                                       6
<PAGE>


          Company since its inception,  as a Senior Consultant.  No person acted
          as an underwriter  with respect to these issuances and no underwriting
          discounts or commissions  were paid therefor.  These  securities  were
          sold in reliance upon the exemption from the registration requirements
          of Section 5 of the  Securities  Act as a transaction  not involving a
          public  offering  under  Section  4(2)  of  the  Securities  Act.  The
          securities  were:  (i)  acquired  for  investment;  (ii)  issued  to a
          consultant of the Company familiar with the Company;  and (iii) issued
          as "restricted  securities"  as defined under the Securities  Act. The
          certificates   issued  to  represent   these   securities   contain  a
          restrictive legend denoting their status as restricted securities.

     D.   On November 20, 1999,  the Company  authorized the issuance of 100,000
          shares of its common stock to Mr. A. W. Hogan.  These  100,000  shares
          were issued to Mr. Hogan as compensation for services  rendered by him
          to the Company as a consultant. No person acted as an underwriter with
          respect to this issuance and no underwriting  discounts or commissions
          were paid therefor.  These  securities  were sold in reliance upon the
          exemption  from the  registration  requirements  of  Section  5 of the
          Securities Act as a transaction  not involving a public offering under
          Section 4(2) of the Securities Act. The securities  were: (i) acquired
          for  investment;  (ii) issued to a consultant of the Company  familiar
          with the  Company;  and (iii)  issued as  "restricted  securities"  as
          defined under the Securities Act. The certificates issued to represent
          these securities contain a restrictive legend denoting their status as
          restricted securities.

     E.   On November  20, 1999 the Company  authorized  the issuance of 400,000
          shares to Sam Lindsey,  President and a director of the Company. These
          securities were issued to Mr. Lindsey for services performed by him as
          a  director  and  officer  of  the  Company.  No  person  acted  as an
          underwriter   with  respect  to  this  issuance  and  no  underwriting
          discounts or commissions  were paid therefor.  These  securities  were
          sold in reliance upon the exemption from the registration requirements
          of Section 5 of the  Securities  Act as a transaction  not involving a
          public  offering  under  Section  4(2)  of  the  Securities  Act.  The
          securities  were:  (i)  acquired  for  investment;  (ii)  issued  to a
          consultant of the Company familiar with the Company;  and (iii) issued
          as "restricted  securities"  as defined under the Securities  Act. The
          certificates   issued  to  represent   these   securities   contain  a
          restrictive legend denoting their status as restricted securities.

     F.   On November 20, 1999,  the Company  authorized  the issuance of 25,000
          shares of its common stock to Mr. Josh Foss,  President of the Company
          from June of 1998 to May of 1999. These shares were issued to Mr. Foss
          as  compensation  for  services  performed  for  the  Company  as  its
          President.  No person  acted as an  underwriter  with  respect to this
          issuance  and no  underwriting  discounts  or  commissions  were  paid
          therefor.  These  securities  were sold in reliance upon the exemption
          from the registration  requirements of Section 5 of the Securities Act
          as a transaction not involving a public offering under Section 4(2) of
          the Securities Act. The securities  were: (i) acquired for investment;
          (ii)  issued to a former  officer  of the  Company  familiar  with its
          affairs; and (iii) issued as "restricted  securities" as defined under
          the  Securities  Act.  The  certificates  issued  to  represent  these
          securities  contain a  restrictive  legend  denoting  their  status as
          restricted securities.

     G.   On November 20, 1999,  the Company  authorized the issuance of a total
          of 4,000  shares  of its  common  stock to five  individuals  who were
          shareholders  of the  Company.  These  shares  were issued to the five
          persons for services  rendered to the  Company.  No person acted as an
          underwriter  with  respect  to  these  issuances  and no  underwriting
          discounts or commissions  were paid therefor.  These  securities  were
          sold in reliance upon the exemption from the registration requirements
          of Section 5 of the  Securities  Act as a transaction  not involving a
          public  offering  under  Section  4(2)  of  the  Securities  Act.  The
          securities   were:  (i)  acquired  for  investment;   (ii)  issued  to
          shareholders  of the  Company  familiar  with the  Company;  and (iii)
          issued as "restricted securities" as defined under the Securities Act.
          The  certificates  issued  to  represent  these  securities  contain a
          restrictive legend denoting their status as restricted securities.


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<PAGE>


     H.   On November 20,  1999,  the Company  authorized  the issuance of 5,000
          shares of its common  stock for  consulting  services  to the  Company
          rendered by Mr. Gary Crawford.  No person acted as an underwriter with
          respect to this issuance and no underwriting  discounts or commissions
          were paid therefor.  These  securities  were sold in reliance upon the
          exemption  from the  registration  requirements  of  Section  5 of the
          Securities Act as a transaction  not involving a public offering under
          Section 4(2) of the Securities Act. The securities  were: (i) acquired
          for investment;  (ii) issued to a consultant who was familiar with the
          Company; and (iii) issued as "restricted  securities" as defined under
          the  Securities  Act.  The  certificates  issued  to  represent  these
          securities  contain a  restrictive  legend  denoting  their  status as
          restricted securities.

     I.   On January 7, 2000 the Company  authorized  the  issuance of 2,400,000
          shares of its common stock to Mr.  Robert J. Pratt.  These shares were
          issued to Mr.  Pratt in exchange for all of the  outstanding  stock of
          Shopping  Mall  Online,  Inc.  (See ITEM 1 -  DESCRIPTION  OF BUSINESS
          above).  No  person  acted  as an  underwriter  with  respect  to this
          issuance  and no  underwriting  discounts  or  commissions  were  paid
          therefor.  These  securities  were sold in reliance upon the exemption
          from the registration  requirements of Section 5 of the Securities Act
          as a transaction not involving a public offering under Section 4(2) of
          the Securities Act. The securities  were: (i) acquired for investment;
          (ii)  issued to Mr.  Pratt  after he had  access  to all the  material
          information  about  the  Company;  and  (iii)  issued  as  "restricted
          securities"  as defined  under the  Securities  Act. The  certificates
          issued to represent  these  securities  contain a  restrictive  legend
          denoting their status as restricted securities.

     J.   On March 20,  2000,  the  Company  authorized  the  issuance of 10,000
          shares  of its  common  stock to Mark A.  Thomas,  a  director  of the
          Company.  These shares were issued to Mr. Thomas as  compensation  for
          services rendered to the Company as a director.  No person acted as an
          underwriter   with  respect  to  this  issuance  and  no  underwriting
          discounts or commissions  were paid therefor.  These  securities  were
          sold in reliance upon the exemption from the registration requirements
          of Section 5 of the  Securities  Act as a transaction  not involving a
          public  offering  under  Section  4(2)  of  the  Securities  Act.  The
          securities  were:  (i)  acquired  for  investment;  (ii)  issued  to a
          director of the Company familiar with the Company; and (iii) issued as
          "restricted  securities"  as defined  under the  Securities  Act.  The
          certificates   issued  to  represent   these   securities   contain  a
          restrictive legend denoting their status as restricted securities.

     K.   On March 15,  2000,  the Company  executed  and  entered  into a Stock
          Purchase and Subscription  Agreement with The Reserve Foundation Trust
          pursuant  to which the  purchaser  has  agreed to  purchase  6,000,000
          shares of the Company's common stock for  $10,000,000,  subject to the
          terms of the agreement (filed herewith as Exhibit 10.7). The agreement
          provides that the Company must duly file this Form 10-KSB and complete
          a specified  corporate  acquisition by May 1, 2000. No person acted or
          will  act as an  underwriter  with  respect  to this  issuance  and no
          underwriting  or  sales   commission  will  be  paid  thereon.   These
          securities  will be sold in  reliance  upon  the  exemption  from  the
          registration  requirements  of  Section 5 of the  Securities  Act as a
          transaction  not involving a public offering under Section 4(2) of the
          Securities  Act and/or Rule 506 of  Regulation  D adopted  thereunder.
          These securities will be: (i) acquired for investment;  (ii) issued to
          an "accredited  investor" as defined under the  Securities  Act, which
          had access to all material  information  about the Company;  and (iii)
          the  certificates  issued  to  represent  these  securities  contain a
          restrictive legend denoting their status as restricted securities.



                                       8
<PAGE>


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 Link's,  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, 1999.


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.

     As of the December 31, 1999 management felt that the Company had inadequate
working capital to pursue its proposed operations. To develop its operation, the
Company must utilize additional capital which it must acquire,  either itself or
with joint venture  partners or investors.  The Company had not entered into any
agreement  with a partner  as of  December  31,  1999 but  expected  to  require
additional  financing for its  operations.  The Company  cannot predict when its
funding program will occur. As of December 31, 1999, the Company had no material
commitments for capital expenditures.  The Company has no plans to pay dividends
to its shareholders.

     Even  though  there  were no  significant  changes in  revenues  or working
capital  during the fiscal  year  1999,  prior to  December  31,  1999,  several
contacts  were made with  prospective  private  placement  partners  with a view
towards the company's acquisition plans. With favorable interest generated,  the
company  proceeded  subsequent to December 31, 1999 to implement its acquisition
strategy.  The Company acquired 80% of Shopping Mall On-line, Inc. on January 7,
2000 and entered into a  non-binding  letter of intent with Wave Power,  Inc. on
February 8, 2000 to acquire 80% of Wave Power, Inc.

     On March 15, 2000 the Company  entered into a  Subscription  Agreement with
The  Reserve  Foundation  Trust.  This  agreement  provides  for $10  million in
exchange for 6 million shares of the Company's  restricted common stock provided
the Company  completes the Wave Power  acquisition  and "duly" files its "annual
report on Form 10-K or 10-KSB" for the year ended December 31, 1999 on or before
May 1, 2000.  Registration  rights have been  granted to The Reserve  Foundation
Trust after  January 1, 2001 along with "Piggy  Back" rights prior to January 1,
2001.

     The  financing,  if  conditions  are met, may provide the Company  funds to
continue the process of developing  the prototype  kiosk machine  concept within
the next 12  months.  As  conceived,  each  kiosk  vending  machine  would  have
software,  music and eventually  digital video stored on disks or hard drives or
available over the internet. However, the Company will be required to completely
reconstruct an entirely new prototype of the kiosk based upon its concept of the
kiosk.  Some  engineering  work has been done to design plans for the components
and software to be used in the kiosks, but it is likely that a portion or all of
the engineering done to date will need to be completely updated or redone.

     The Company is also  evaluating  the option of acquiring a "kiosk  company"
which  has  already  developed  some  or all of the  concepts  conceived  by the
Company.  As this development or acquisition  strategy proceeds,  the Company is
anticipating the possibility of licensing this technology in foreign  countries.
No  assurances  can be  made  as to  whether  or  not  such  relationships  with
prospective  licensees  will  be  established.  If  the  kiosk  concept  can  be
developed,  additional  employees  will be  needed  based  upon the  development
schedule of the kiosk.  If a "kiosk  company" is  acquired  the Company  will be
required  to  evaluate  the need of any current or  potential  employees  of the
"kiosk company."



                                       9
<PAGE>


     If the kiosk concept is developed by the Company as conceived,  the Company
expects to manufacture the product via a third party  manufacturing  firm, hence
the  Company  is not  expected  to  require  significant  additional  plant  and
equipment for the purpose of manufacturing  the kiosk. No assurances can be made
as to if the kiosk concept will ever be fully  developed or if a "kiosk company"
can be acquired.  There is no assurance that the kiosks will function as planned
if the Company is able to develop the kiosks,  or acquire a "kiosk company",  or
be manufactured at a unit cost commercially  favorable to the Company.  There is
also no assurance  that the Company  will be able to generate any revenues  from
sales or that any sales will be made of kiosks or from kiosk vending operations.

     Provided the private placement funding is completed, it is anticipated that
the funds  should  also be able to  finance  the  operations  of  Shopping  Mall
On-line,  Inc. for the next 12 months.  Shopping Mall On-line is  anticipated to
provide  web hosting  services  and  e-commerce  activity.  It is expected  that
Shopping Mall On-line is to combine their branding and marketing strategies with
the kiosk concept and potentially market to major mall developers and retailers.
It is anticipated that Shopping Mall On-line will require  additional  employees
to develop the systems and has  committed to hire two full time  people,  one as
President and the other as Director of Operations.  Additional employees will be
required  as  Managers  of   Business   Development,   Technology   and  Systems
Administration  and Sales.  Additional  operational  personnel  will be required
within each department.

     Approximately  2,600  square feet of office  space is expected to be needed
this year as is significant server computers and communication  backbone to host
the web sites and provide  adequate access to the online mall. It is anticipated
that Shopping Mall On-line will license an  established  e-commerce  application
software  package from a reputable  third party,  but this does not preclude the
possibility that modifications and independent  research or development could be
needed.  There is no assurance  that  Shopping  Mall Online will become a viable
business or generate any revenues  from the  activities  it plans to  undertake.
Online shopping is crowded with many vendors and there is nothing to prevent any
other person or company from pursuing this potential line of business.

     If the Company is able to complete the  acquisition of WavePower,  Inc., it
is possible that WavePower could provide a compatible  synergy to the efforts of
Shopping Mall On-line,  Inc. and any kiosk  development by the Company or "kiosk
company" the Company may contemplate  acquiring due to the technology  developed
by WavePower. If the WavePower acquisition is completed,  WavePower's technology
could enhance the kiosk  operational  design.  The acquisition of Wave Power may
enhance the effectiveness of Shopping Mall On-line's  commerce activity and vice
a versa.  Additional  employees  will be required to  continue  the  development
process of WavePower, most of whom are expected to be technical professionals.

     It is anticipated that the Company,  with the private placement funds, will
be  able  to  finance   WavePower  to  continue   operations   and  develop  the
infrastructure  needed to generate  revenue,  however it is the intention of the
Company to aggressively identify other sources of capital for development of the
Company and all of it's subsidiaries as is necessary for continued operation and
to generate revenues.  No assurances can be made that the WavePower  acquisition
or the private placement will be completed.

     The projected  capital needs for the  development  of the kiosk and for the
operation of Shopping Mall Online,  Inc., are in the process of being  evaluated
based upon the anticipated acquisition of WavePower, Inc. Provided the WavePower
acquisition is completed, the Company should be able to proceed with the planned
private  placement.  The Company is developing  proforma cash requirements based
upon the completed  acquisition of Shopping Mall Online, Inc. the kiosk concept,
and the anticipated acquisition of WavePower,  Inc. Some currently undefined and
unknown circumstance may require additional capital to support the operations of
the  Company  and it's  Subsidiaries.  No  assurances  can be given  that  these
additional funds would be available if necessary.




                                       10
<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                           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


                                          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, 1999, and the related  statements
of  operations,  stockholders'  (deficit)  and cash  flows for the  years  ended
December 31, 1999 and 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, 1999. 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, 1999,  and the results of its  statements  of
operations,  stockholders' (deficit) and cash flows for the years ended December
31,  1999 and 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, 1999 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 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
March 21, 2000

                                       F-2

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

                                                 BALANCE SHEET
                                               December 31, 1999

                                                    ASSETS
                                                    ------

<S>                                                                                           <C>
Current Assets:
  Cash                                                                                        $        14
                                                                                              -----------
         Total Current Assets                                                                          14
                                                                                              -----------
Equipment, net of accumulated
 depreciation of $819                                                                               7,373
                                                                                              -----------

TOTAL ASSETS                                                                                  $     7,387
                                                                                              ===========

                                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)
                                     ---------------------------------------

Current Liabilities:
  Accounts payable                                                                                 35,512
  Stock compensation payable                                                                    1,103,574
  Customer deposits                                                                                60,000
  Related party payables                                                                          322,009
  Notes payable, other                                                                             15,806
                                                                                              -----------
         Total Current Liabilities                                                              1,536,901
                                                                                              -----------
TOTAL LIABILITIES                                                                               1,536,901
                                                                                              -----------
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,
   3,850,000 issued and outstanding                                                                   385
  Additional Paid In Capital                                                                      381,618
  Accumulated (Deficit)                                                                        (1,911,517)
                                                                                              -----------

TOTAL STOCKHOLDERS' (DEFICIT)                                                                  (1,529,514)
                                                                                              -----------
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                                                 $     7,387
                                                                                              ===========

               The accompanying notes are an integral part of the financial statements.
</TABLE>

                                                  F-3

<PAGE>
<TABLE>
<CAPTION>

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

                                                 STATEMENTS OF OPERATIONS


                                                                                                For the               For the
                                                                                              Period from           Period from
                                                                                               August 18,            August 18,
                                                                                             1997 (date of         1997 (date of
                                                                                               inception)            inception)
                                                     Year Ended            Year Ended           through               through
                                                    December 31,          December 31,         December 31,          December 31,
                                                        1999                  1998                1997                  1999
                                                    -----------           -----------         -------------        --------------
<S>                                                 <C>                   <C>                  <C>                   <C>
Revenue                                             $         -           $         -          $         -           $         -
                                                    -----------           -----------          -----------           -----------

Expenses:
    Depreciation                                            819                     -                    -                   819
    Management fees                                           -                22,500                7,500                30,000
    Supplies                                              1,647                 2,729                  555                 4,931
    Professional fees                                   198,441                48,487               13,908               260,836
    Rent                                                 16,200                10,287                2,658                29,145
    Sales promotion                                      20,500                     -                    -                20,500
    Travel                                               34,281                 6,983                2,080                43,344
    Telephone                                             8,718                 5,177                1,223                15,118
    Stock for services                                1,258,074                     -                    -             1,258,074
    Other                                                18,985                 1,822                    -                20,807
    Write down of carrying
     value of Technology and
     License Agreement                                        -                17,943              210,000               227,943
                                                    -----------           -----------          -----------           -----------
    Total Operating Expenses                          1,557,665               115,928              237,924             1,911,517
                                                    -----------           -----------          -----------           -----------

Net (Loss)                                          $(1,557,665)          $  (115,928)         $  (237,924)          $(1,911,517)
                                                    -----------           -----------          -----------           -----------

Per Share                                           $      (.42)          $      (.03)         $      (.07)          $      (.49)
                                                    ===========           ===========          ===========           ===========

Weighted Average Shares
 Outstanding                                          3,683,333             3,650,000            3,235,000             3,850,000
                                                    ===========           ===========          ===========           ===========






                             The accompanying notes are an integral part of the financial statements.
</TABLE>

                                                                F-4

<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, 1999


                                                                                       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 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)
                                ========        =====       =========      ======       ========       ===========      ============



                                The accompanying notes are an integral part of the financial statements.
</TABLE>
                                                                F-5

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

                                                      STATEMENTS OF CASH FLOWS
                                                                                                For the               For the
                                                                                              Period from           Period from
                                                                                               August 18,            August 18,
                                                                                             1997 (date of         1997 (date of
                                                                                               inception)            inception)
                                                     Year Ended             Year Ended          through               through
                                                    December 31,           December 31,        December 31,          December 31,
                                                        1999                   1998                1997                  1999
                                                    ------------           ------------       -------------        --------------
<S>                                                 <C>                    <C>                 <C>                  <C>
Operating Activities:
 Net (Loss)                                         $(1,557,665)           $ (115,928)         $  (237,924)         $(1,911,517)
 Adjustment to reconcile net
  (loss) to net cash provided
  by operating activities:
   Depreciation                                             819                     -                    -                  819
   Stock for services                                 1,258,074                     -                    -            1,258,074
  (Increase) decrease in
        other current assets                                  -                   500                 (500)                   -
  Increase in customer
   deposits                                                   -                60,000                    -               60,000
  Increase in accounts
   payable and accrued
    expenses                                             34,387                 1,125                    -               35,512
                                                    -----------            ----------          -----------          -----------
  Net Cash (Used in)
  Operating Activities                                 (264,385)              (54,303)            (238,424)            (557,112)
                                                    -----------            ----------          -----------          -----------

Cash Flows from Investing
 Activities
  Acquisition of equipment                               (8,192)                    -                    -               (8,192)
                                                    -----------            ----------          -----------          -----------
   Net Cash (Used in)
    Investing Activities                                 (8,192)                    -                    -               (8,192)
                                                    -----------            ----------          -----------          -----------

Cash Flows from Financing
 Activities:
   Common stock issued
    and additional paid-in
    capital                                                    -              (15,921)             235,924              220,003
   Increase in notes payable,
    other                                                 15,806                    -                    -               15,806
   Increase in payable,
    related parties                                      256,785               65,224                7,500              329,509
                                                    ------------           ----------          -----------          -----------
Net Cash Provided by
 Financing Activities                                    272,591               49,303              243,424              565,318
                                                    ------------           ----------          -----------          -----------

Increase (decrease) in Cash                                   14               (5,000)               5,000                   14

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

Cash, End of Period                                 $         14           $        -          $     5,000          $        14
                                                    ============           ==========          ===========          ===========

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

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

                             The accompanying notes are an integral part of the financial statements.
</TABLE>
                                                                F-6

<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1999

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



                                       F-7

<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1999


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

          In view of these matters,  realization of certain of the assets in the
          accompanying  balance sheet is dependent upon continued  operations of
          the Company,  which in turn is dependent upon the Company's ability to
          meet its financial  requirements,  raise additional  capital,  and the
          success of its future operations.

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

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

          As of  December  31,  1999,  the  Company  had  net  operating  losses
          available for carryover to future years of  approximately  $1,910,000,
          expiring  in  various  years  through  2019.   Utilization   of  these
          carryovers  may be  limited  if there is a change  in  control  of the
          Company.  As of December 31, 1999,  the company has total deferred tax
          assets of approximately  $382,000 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  $382,000.  Thus,  no tax  assets  have  been  recorded  in the
          financial statements as of December 31, 1999.

(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 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.

(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.


                                       F-8

<PAGE>




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

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1999


(4)  Allocated Expenses
     ------------------

     Links, Ltd. in 1997, 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.  During the year ended December
     31,  1999,  the Company  incurred  $80,000 of  management  fees  payable to
     related parties. In addition, funds to pay operating expenses were advanced
     by related parties. Related party payables totaled $322,009 at December 31,
     1999.

(6)  Consulting 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,  1999  financial
     statements  include an accrual of stock and services  payable in the amount
     of $13,500 related to services performed by this individual. (See note 9)

     Effective  January 1, 1999,  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 $5,000 per month plus 200,000 shares of restricted
     common  stock per year  provided  the  business  plan  established  for the
     Company  is met.  At  December  31,  1999,  the  Company  owed  $40,000  in
     consulting fees to the consultant.  The term is for two years,  expiring on
     December 31, 2001.

     Also effective  January 1, 1999, the Company entered into an agreement with
     the Company's current  president,  but was not the president at the date of
     the  agreement,  to attempt to build  revenues of the Company and assist in
     the  development  of the  Company's  product.  The  president is to be paid
     $5,000 per month plus  expenses.  At December  31,  1999,  the Company owed
     $40,000 in  consulting  fees to the  president.  The term is for two years,
     expiring  December  31,  2001,  with an option to renew for two  additional
     years.


                                       F-9

<PAGE>




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

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1999


(6)  Consulting 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, 1999,  the Company owed $3,750 in  consulting  fees.  In addition,  the
     Company  agreed  to  compensate  the  consultant  for other  services  with
     restricted  common stock.  At December 31, 1999, an accrual of $323,333 has
     been recorded to reflect this agreement.

(7)  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.

(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  has been accrued to reflect the stock  compensation  payable at
     December 31, 1999. These shares were issued in March, 2000.

(9)  Subsequent Events
     -----------------

     Effective January 7, 2000, the Company entered into a definitive  agreement
     whereby the Company  would  acquire  eighty  percent  (80%) of an entity in
     exchange for issuance of 2,400,000  shares of restricted  common stock. The
     management  of the entity would  remain the same and a management  contract
     would be entered into that would include a stock option plan.

     Effective  March 15, 2000,  the Company  entered into a stock  purchase and
     subscription  agreement  with an entity,  whereby the entity  subscribed to
     purchase  6,000,000  shares of common stock of the Company for an aggregate
     price of $10,000,000.  This agreement is contingent upon the Company filing
     its Form 10-KSB for the year ending  December  31, 1999 and  completing  an
     acquisition of WavePower, Inc. before May 1, 2000.


                                      F-10

<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1999


(9)  Subsequent Events, Continued
     ----------------------------

     On February 8, 2000, the Company signed a non-binding letter of intent with
     WavePower,  Inc. which document contemplates the acquisition by the Company
     of 80% of WavePower,  Inc. for approximately 5,000,000 restricted shares of
     the Company's  common stock. The companies are now performing due diligence
     evaluations.  In  addition,  the Company  has agreed to reserved  3,000,000
     shares of its 5,000,000  shares of preferred  stock for the  acquisition of
     WavePower,  Inc.,  based  on  the  future  performance  of  WavePower.  The
     additional  2,000,000  shares of the  preferred  stock will be used for the
     benefit  of  and  distributed  to  the  current  officers,   directors  and
     significant  consultants  of the  Company  with the option of  providing  a
     distribution  of up to  1,000,000  of these  preferred  shares for possible
     future acquisitions.

     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.  (See  Note 6) A  contingency
     exists with respect to this matter, the ultimate resolution of which cannot
     presently be determined.


                                      F-11

<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

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

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

     Sam J. Lindsey            50            President and Director

     Gregory J. Kaiser         46            Secretary and Director

     Mark A. Thomas            43            Director


     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 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 and a key employee of the  Company's  subsidiary,  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:

     SAM J. LINDSEY.  Mr. Lindsey has been the President,  Chairman of the Board
and a director of the Company  since July 30,  1999.  He has been  self-employed
since January of 1994 in the management of his personal investments. Mr. Lindsey
is a director and the Secretary of Mach One  Corporation  of Loveland,  Colorado
which is a reporting company under Section 13 of the Securities  Exchange Act of
1934.

         GREGORY J. KAISER.  Mr.  Kaiser has served as a director of the Company
since November 1, 1999 and as its Secretary since November 3, 1999. From January
of 1984  through  December  of 1996 he worked for First  Options of  Chicago,  a
registered  broker-dealer  and  securities  clearing  firm. He served in various
capacities with that firm, including its Senior Vice President and Risk Manager.
He was a  registered  representative  with the  firm.  From  January  of 1996 to
January of 1998,  he was employed by Jenncor  Trading,  LLC of Cherry Hill,  New
Jersey as operations officer.  Jenncor was a proprietary day-trading firm in the
securities  markets.  After a sabbatical  from active business  activities,  Mr.
Kaiser became the President,  Chief Executive Officer and a director of Mach One
Corporation of Loveland,  Colorado in September of 1999. Mach One is a reporting
company under Section 13 of the Securities Act of 1934.


                                       11
<PAGE>

     MARK A.  THOMAS.  Mr.  Thomas  has been a  director  of the  Company  since
November 20, 1999.  From 1993 through  October of 1996,  he owned and operated a
sole proprietorship in the  telecommunications  business in Loveland,  Colorado.
Since  November  of 1996,  he has been  employed  by NCG,  a  telecommunications
business in Loveland, Colorado. He presently serves as its Vice President.

     ROBERT J. PRATT. Mr. Pratt is the President and a director of Shopping Mall
Online,  Inc., a subsidiary of the Company,  and a principal  shareholder of the
Company. Mr. Pratt is considered to be a key employee of the Company.  From 1992
to December of 1996 he was  employed by Global  Securities  Corporation  Inc., a
securities broker-dealer as a registered  representative.  From December of 1996
to August of 1998 he was  self-employed as a financial  consultant in Vancouver,
British Columbia.  From August of 1998 to the present, he has been the President
and owner of Integrity  Capital,  Inc., a venture capital and investor relations
firm in Lynden, Washington.

     Section 16(a) Beneficial Ownership Reporting Compliance.  Messrs.  Lindsey,
Kaiser and Thomas  did not file  their Form 3 reports  within the 10-day  period
after becoming  officers  and/or  directors of the Company.  They were each also
late in  filing a Form 4 report  within 10 days  after  acquiring  a  beneficial
interest  in  shares  of  common  stock  of the  Company.  All  three  of  these
individuals are now current in their reports under Section 16(a).


ITEM 10.  EXECUTIVE COMPENSATION

     The  Company's  Board of  Directors  is  presently  reviewing  the areas of
management compensation and employment benefits. If the Company is successful in
its  efforts  to  obtain  material  financing  (See  ITEM  1  above),  it may be
anticipated that it will adopt a compensation and benefits package for employees
and officers and directors.  It is presently anticipated that officers' salaries
will not exceed  $75,000  each  during the year  2000.  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 he had been paid
$20,000 and 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  a  salary
compensation  package  for its  officers  at which  time the  agreement  will be
terminated.

     During 1999,  the Company paid a consulting  fee in the amount of $3,476.06
to Mr.  Chuck  Mullin,  who was  President of the Company for part of that year.
During  1999 and  before be became an officer  and  director  of the  Company in
November, 1999, Gregory J. Kaiser performed consulting services for the Company.
The  Company  compensated  Mr.  Kaiser for these  services by issuing to him its
promissory  note for $9,820,  due December 31, 2000 and bearing  interest at 12%
per annum.


                                       12
<PAGE>


     Other than the payment to Messrs.  Lindsey and Mullin,  the Company has not
paid any cash salary or compensation to its officers and directors during or for
the last fiscal  year  ending  December  31,  1999,  nor has the Company had any
retirement,  pension, profit-sharing or insurance or medical reimbursement plans
for its Officers and Directors.

     For details of the issuance of a total of 530,000  shares of the  Company's
common  stock to five  individuals  in  November  of 1999  and  March of 2000 as
compensation for their services as directors and/or officers. See ITEM 5. MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS above.


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

     The following  table sets forth,  as of March 24, 2000, 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             Percentage of
   Class               of Beneficial Owner                                   Ownership                       Class
------------      -----------------------------                         ---------------------            -------------
<S>               <C>                                                        <C>                             <C>
Common Stock      Sam J. Lindsey, President and Director
                  3407 Riva Ridge Drive
                  Ft. Collins, Colorado 80526                                   400,000                       5.1%

                  Gregory J. Kaiser, Secretary and Director
                  P.O. Box 774104
                  Steamboat Springs, Colorado 80477                             100,000                       1.3%

                  Mark A. Thomas, Director
                  4519 W. 6th Street
                  Greenley, Colorado 80634                                       10,000                        .1%

                  All Officers and
                  Directors as a
                  Group (3 persons)                                             510,000                       6.6%

                  Sam J. Lindsey, Beneficial Shareholder
                  3407 Riva Ridge Drive
                  Ft. Collins, Colorado 80526                                   400,000                       5.1%

                  ProActive Corp., Beneficial Shareholder
                  6667 E. Dorado Avenue
                  Englewood, Colorado 80111                                     689,000                       8.9%

                  Bill Thomas, Beneficial Shareholder
                  937 East 7th Street
                  Loveland, Colorado 80537                                      500,000                       6.4%

                  Mach One Corp., Beneficial Shareholder
                  430 East 6th Street
                  Loveland, Colorado 80537                                      575,000                       7.4%


                                       13
<PAGE>


                  E.M.M. Company Trust, Beneficial Shareholder
                  22585 Seaver Court
                  Santa Clarita, California 91350                             1,560,000                       20%

                  Jerry Stiles, Beneficial Shareholder
                  1195 East Kistler Court
                  Denver, Colorado 80126                                        455,000                      5.9%

                  Robert Pratt, Beneficial Shareholder
                  185 Russet Avenue
                  Lynden, Washington 98264                                    2,400,000                     31.0%
</TABLE>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The Company has a joint venture agreement with one of its former Directors,
A.W. Hogan, for the marketing and  administration of sales of certain identified
locations  and the  division of profits  after Dr. Hogan has  recovered  related
costs.

     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.  As  of  March  24,  2000,   these  400,000  shares   constituted
approximately 5.1% of the then outstanding common stock.

     On January 1, 1999,  the Company  entered into a consulting  agreement with
Mr. Bill 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, 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.  Thomas  was  $40,000.  The  Company  has issued its
promissory  note to Mr.  Thomas for this  $40,000.  The note is due December 31,
2000 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
rendered under the agreement.

     On August 25, 1999, the Company entered into a consulting  arrangement with
ProActive  Corporation  under  which  ProActive  has  furnished  services to the
Company.  On November 20, 1999 and March 14, 2000,  the Company  authorized  the
issuance  of a  total  of  689,000  shares  of its  common  stock  to  ProActive
Corporation  as  compensation  for these  services.  As of March 24,  2000,  the
689,000 shares owned by ProActive Corporation constituted  approximately 8.9% of
its then outstanding common stock.


                                       14
<PAGE>


     On January 7, 2000,  the  Company  entered  into an  Agreement  and Plan of
Reorganization  with Shopping Mall Online,  Inc.,  and Robert Pratt.  Under this
agreement  the Company  acquired 80% of the  outstanding  stock of Shopping Mall
Online, Inc. in exchange for 2,400,000 shares of the Company's common stock. Mr.
Pratt retained the ownership of the other 20% of the subsidiary. As of March 24,
2000 these 2,400,000 shares constituted  approximately 31% of the Company's then
outstanding common stock.

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


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.
                                                              1996 (No. 0-21275)

3(i).2            Articles of Merger (containing              Filed Herewith
                  Amendment to Articles of
                  Incorporation to change name)

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.
                                                              1996 (No. 0-21275)

3(ii).2           Amendment to Bylaws                         Filed Herewith

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.
                                                              1996 (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
                                                              1998 (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
                                                              1998 (No. 021275)

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
                                                              1999 (No. 021275)


                                       15
<PAGE>


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
                                                              1999 (No. 021275)

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
                  and Shopping Mall Online, Inc.

10.7              Stock Purchase and Subscription             Filed Herewith
                  Agreement Between Company and
                  The Reserve Foundation Trust

10.8              Promissory Note of Company to               Filed Herewith
                  The Reserve Foundation Trust

27.1              Financial Data Schedule                     Filed Herewith

</TABLE>


         (b) REPORTS ON FORM 8-K.  No reports on Form 8-K were filed  during the
quarter ended December 31, 1999.







                                       16
<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/ Sam J. Lindsey           President and Director              March 30, 2000
------------------------     (Principal Executive Officer)


/s/ Mark A Thomas            Director                            March 30, 2000
------------------------

/s/ Gregory J. Kaiser        Secretary and Director              March 30, 2000
------------------------     (Principal Financial and
                             Accounting Officer)








                                       17