SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 2, 1998
---------------
ENTER TECH CORP.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 0-21275 84-1349553
-------------------------------------------------------------
State or other jurisdiction Commission (I.R.S. Employer
of incorporation File Number Identification No.)
430 East 6th Street, Loveland, Colorado 80537
-------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (970) 669-5292
--------------
Walnut Capital, Inc.
5770 South Beach Court, Greenwood Village, CO 80121
-----------------------------------------------------------
(Former name or former address, if changed since last report)
1
Item 1. Changes in Control of Registrant
- -----------------------------------------
On June 2, 1998, Enter Tech Corp. (formerly Walnut Capital, Inc.) (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 issued 3,235,000 shares of its
common stock to the sole shareholder of Links, Ltd., Mach One Corporation, 430
East 6th Street, Loveland, Colorado. 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 cancelled as part of the merger transaction. On the
effective date of the merger transaction the Company had 3,650,000 shares of
its common stock issued and outstanding. Thus, Mach One Corporation currently
owns 72.1% of the issued and outstanding common stock of the Company and it is
essentially a majority-owned subsidiary of Mach One Corporation.
As part of the merger transaction officers of the Company resigned, a
new board of directors was appointed and new officers were elected. The
Company's officers and directors are as follows:
Name and Address Position
---------------- --------
Josh Foss President
1800 South State Street
Orem, Utah 84097
Mike Handy Secretary
1947 South Columbia Lane
Orem, Utah 84097
David Matus Director
8854 Coneflower Place
Parker, Colorado 80134
A. W. Hogan Director
705 West 2nd Street
Gordon, Nebraska 69343
Gene Gregory Director
561 Red Deer Road
Franktown, Colorado 80116
Mach One Corporation is a Nevada corporation with offices at 430 East
6th Street, Loveland, Colorado 80337, Telephone No. (970) 669-5292. Its
officers and directors are as follows:
Name and Address Position
---------------- --------
D. William Thomas President/Chief Executive Officer/
Director
George Beros Secretary/Chief Financial Officer
Tom Montano Director
Cliff Pettee Director
2
Mach One Corporation ("Mach One") has 6,144,225 shares of its common
stock issued and outstanding with a total of approximately 400 shareholders of
record. Mach One is not a reporting company under the Securities Exchange Act
of 1934.
The Company is informed that there are no beneficial holders of 5% or
more of the outstanding common stock of Mach One.
Item 2. Acquisition on Disposition of Assets
- ---------------------------------------------
Pursuant to the Agreement and Plan of Merger the Company was the
survivor of a merger with Links, Ltd. whereby 72.1% of the Company's
outstanding common stock was issued to the parent, Links, Ltd. The
acquisition of Links, Ltd. by the Company is a capital transaction accounted
for as a reverse acquisition. The fiscal year of Links, Ltd. is December 31,
1998. The Company intends to continue to use December 31 as its fiscal year
end for reporting purposes. Prior to the merger transaction the Company was a
non-operating shell.
Description of Links, Ltd. and its Proposed Business
----------------------------------------------------
Until its merger into the Company, Links, Ltd., a Wyoming corporation,
incorporated on August 18, 1997, was a wholly-owned subsidiary of Mach One and
was a development stage company for accounting purposes. It had no revenues
from operations from its inception. Links, Ltd. was incorporated for the
purpose of developing kiosks, or vending machines, through which to market
computer software, music and possibly digital video products. As conceived,
each kiosk vending machine would have software, music and eventually digital
video stored on disks or hard drives and potential customers would place an
order into the machine to purchase software, music and eventually digital
television from a menu, triggering the machine to imprint the product on a
compact disk ("CD"). As conceived, the CD imprint time is expected to take
approximately 3 to 4 minutes, at which time the CD would be ejected from the
kiosk to the waiting customer. Purchases would be made by use of credit cards
or so-called smart cards read by the kiosk. As conceived, each kiosk would be
linked by telephone line and computer modem to the Company's administrative
offices to permit monitoring, performance analysis, addition and subtraction
of software and music selections and eventually digital television selections.
Further the telephone and computer modem would permit confirmation of credit
card and smart card purchases.
Links, Ltd. had, through outside vendors and some in-house expertise,
constructed a prototype of a proposed kiosk at the time of the merger
transaction. Since that time the prototype has undergone further refinement
and modification. At this time additional modification and testing is being
undertaken by an outside vendor/engineering firm located at Broomfield,
Colorado. The Company has no firm date as to when it will be able to begin
mass producing the kiosk; however, management is hopeful such production will
commence in the next few months. It currently has orders for the purchase of
thirty units at $50,000 per unit from Dr. A. W. Hogan, who is also a member of
the Company's board of directors. The Company, as a successor to Links, Ltd.,
has a contract with Dr. Hogan for the marketing and administration of sales
through certain identified locations and the division of profits after Dr.
hogan has recovered his cost. Obviously there is no assurance that the kiosks
will function as planned, be manufactured at a unit cost as anticipated nor be
ready for delivery within the next few months. All of these factors will bear
on the Company's ability to generate revenues from any projected sales.
The Company is currently seeking funding in the form of equity and debt
financing from independent sources. The initial funding is for $500,000 which
is expected to be utilized over a period of six months for research and
3
development, manufacturing, if appropriate, marketing and administration. The
company has not finalized the terms of such funding nor located purchasers
committed to such funding.
The area of business in which the Company intends to engage is crowded
with many vendors and marketers, ranging from small to some of the largest
retail companies. The Company is not aware of any entity which is currently
marketing computer software, music or digital television in the manner in
which the Company is proposing, through kiosks.
Employees
---------
As of July 1, 1998 the Company had one full time employee, of which one
was an officer.
Item 7. Financial Statements and Exhibits
- ------------------------------------------
(a) Financial Statements of Business Acquired.
The financial statements of Link, Ltd. for the periods specified
in Section 210.305(b) of Regulation S-X will be filed not later
than 60 days after this initial report on Form 8-K is filed with
the Commission.
(b) Pro Forma Financial Information.
Pro forma financial information relating to the business acquired
by the Registrant as required by Article 11 of Regulation S-X will
be filed not later than 60 days after this initial report on Form
8-K is filed with the Commission.
(c) Exhibits.
Exhibit 10-A - Agreement and Plan of Merger of May 28, 1998
between Links, Ltd. and Walnut Capital, Inc.
Exhibit 10-B - Joint Venture Agreement between Links, Ltd. and
A.W. Hogan dated September 1, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) ENTER TECH CORP.
(Date) July 28, 1998
BY(Signature) /s/ Josh Foss
(Name and Title) Josh Foss, President
4