ENTERTAINMENT TECHNOLOGIES & PROGRAMS INC
10QSB, 2000-08-14
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>

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

                                  FORM 10-QSB

(Mark One)


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934



For the quarterly period ended         June 30, 2000
                               ---------------------------
                                       or

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ________________ to ______________________

                        Commission File Number 0-23914
--------------------------------------------------------------------------------

                  ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


              Delaware                                      87-0521389
-------------------------------                  -------------------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)

            16055 Space Center Blvd., Suite 230, Houston, TX  77062
--------------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip Code)

                                (281) 486-6115
--------------------------------------------------------------------------------
        (Registrant's telephone number, including area code)

   Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 of 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.

(1)  YES  XXX    NO _____           (2)  YES  XXX    NO _____
         -----                               -----

   As of June 30, 2000, the Registrant had outstanding 35,043,230 shares of
common stock, par value $0.001 per share.
<PAGE>

                  ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.

                               TABLE OF CONTENTS

                FORM 10-QSB FOR THE QUARTER ENDED JUNE 30, 2000


                                                                   PAGE
                                                                   ----

PART I.   FINANCIAL INFORMATION

     Item 1.  Financial Statements...............................  F-1

     Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of Operations......  F-11

PART II.  OTHER INFORMATION

     Item 6.  Exhibits and Reports on Form 8-K...................  F-14

     Signature Page..............................................  F-15

     Exhibit 27 - Financial Data Schedule........................  F-16



<PAGE>

                         PART I. FINANCIAL INFORMATION

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



         ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC. AND SUBSIDIARIES
                                  __________



             UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
           FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2000 AND 1999

                                      F-1
<PAGE>

         ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC. AND SUBSIDIARIES

                               TABLE OF CONTENTS
                                  __________

                                                             PAGE(S)
                                                             -------

Unaudited Consolidated Condensed Financial Statements:

 Consolidated Condensed Balance Sheet as of
  June 30, 2000 and September 30, 1999......................   F-3

  Unaudited Consolidated Condensed Statement of
    Operations for the three and nine months ended
    June 30, 2000 and 1999..................................   F-4

  Unaudited Consolidated Condensed Statement of
    Cash Flows for the nine months ended June 30,
    2000 and 1999...........................................   F-5

  Unaudited Consolidated Condensed Statement of
    Stockholders' Deficit for the nine months ended
    June 30, 2000...........................................   F-6

 Selected Notes to Unaudited Consolidated Condensed
  Financial Statements......................................   F-7


                                      F-2
<PAGE>

         ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC. AND SUBSIDIARIES
                     CONSOLIDATED CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
                                 ___________

                                                        JUNE 30,
                                                          2000     SEPTEMBER 30,
     ASSETS                                           (UNAUDITED)      1999
     ------                                           ----------    ------------
<S>                                                   <C>           <C>
Current assets:
  Cash and cash equivalents                           $  136,944     $       --
  Accounts receivable, net                               629,902        441,861
  Inventory                                              255,352         92,445
  Prepaid expenses and other                             208,088         21,681
                                                      ----------     ----------

    Total current assets                               1,230,286        555,987

Property and equipment, net                            4,088,506      4,301,587
Net non-current assets of discontinued
  restaurant operations                                       --         90,000
Other assets                                              29,591         28,166
                                                      ----------     ----------

      Total assets                                    $5,348,383     $4,975,740
                                                      ==========     ==========

LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------

Current liabilities:
  Book overdraft                                      $       --     $   36,888
  Current maturities of notes payable and
    capital lease obligation                           4,582,768      1,552,471
  Accounts payable and accrued liabilities             1,674,380      1,168,481
  Accrued phase-out period losses of discontinued
    restaurant operations                                     --         20,000
                                                     -----------    -----------

    Total current liabilities                          6,257,148      2,777,840

Notes payable and capital lease obligation, net
  of current portion                                          --      2,817,943
                                                     -----------    -----------

      Total liabilities                                6,257,148      5,595,783
                                                     -----------    -----------

Commitments and contingencies

Stockholders' deficit:
  Common stock, $.001 par value, 50,000,000
    shares authorized, 35,043,230 and 33,134,422
    shares issued and 34,643,230 and 32,734,422
    shares outstanding at June 30, 2000 and
    September 30, 1999, respectively                      35,043         33,134
  Unissued common stock                                   25,000             --
  Additional paid-in capital                           6,119,764      5,662,739
  Accumulated deficit                                 (6,938,572)    (6,165,916)
  Treasury stock: 400,000 shares at cost                (150,000)      (150,000)
                                                     -----------    -----------

      Total stockholders' deficit                       (908,765)      (620,043)
                                                     -----------    -----------

        Total liabilities and stockholders'
          deficit                                    $ 5,348,383    $ 4,975,740
                                                     ===========    ===========
</TABLE>

Note:  The balance sheet at September 30, 1999 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.


                                      F-3
<PAGE>

         ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC. AND SUBSIDIARIES
           UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
                                  __________
                                  (UNAUDITED)
<TABLE>
<CAPTION>


                                               THREE MONTHS ENDED             NINE MONTHS ENDED
                                           ---------------------------   ---------------------------
                                                            JUNE 30,                      JUNE 30,
                                             JUNE 30,       1999 (AS       JUNE 30,       1999 (AS
                                              2000          RESTATED)        2000         RESTATED)
                                           -----------    -----------    -----------    -----------
<S>                                        <C>            <C>            <C>            <C>
Total revenue                              $ 1,346,573    $ 1,404,881    $ 3,747,750    $ 3,749,081

Total cost of sales and services               744,228        772,685      2,031,135      2,018,184
                                           -----------    -----------    -----------    -----------

Gross margin                                   602,345        632,196      1,716,615      1,730,897

General and administrative expenses            324,534        925,312      1,354,892      2,093,067

Depreciation and amortization                  194,319        315,373        582,957        562,590
                                           -----------    -----------    -----------    -----------

  Income (loss) from operations                 83,492       (608,489)      (221,234)      (924,760)

Interest expense                              (247,889)      (540,326)      (502,519)      (679,378)
                                           -----------    -----------    -----------    -----------

Loss from continuing operations               (164,397)    (1,148,815)      (723,753)    (1,604,138)

Discontinued operations:
  Loss from operation of discontinued
    restaurant division                        (48,903)      (156,641)       (48,903)      (354,322)
                                           -----------    -----------    -----------    -----------

Loss before cumulative effect of
  change in accounting principle              (213,300)    (1,305,456)      (772,656)    (1,958,460)

Cumulative effect of change in
  accounting for start up expenses                   -              -              -       (170,611)
                                           -----------    -----------    -----------    -----------

Net loss                                   $  (213,300)   $(1,305,456)   $  (772,656)   $(2,129,071)
                                           ===========    ===========    ===========    ===========

Basic and diluted net loss per common
  share:
  Continuing operations                         $(0.01)   $     (0.03)        $(0.02)   $     (0.05)
  Discontinued operations                            -          (0.01)             -          (0.01)
  Cumulative effect of change in
    accounting principle                             -              -              -          (0.01)
                                           -----------    -----------    -----------    -----------

    Net loss                                    $(0.01)   $     (0.04)        $(0.02)   $     (0.07)
                                           ===========    ===========    ===========    ===========

Weighted average shares outstanding         35,043,230     30,529,877     34,566,028     30,529,877
                                           ===========    ===========    ===========    ===========

</TABLE>



  See selected notes to unaudited consolidated condensed financial statements.


                                      F-4
<PAGE>

         ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC. AND SUBSIDIARIES
           UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                                  __________
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                     NINE MONTHS ENDED
                                                --------------------------
                                                         JUNE 30,
                                                 JUNE 30,       1999 (AS
                                                   2000        RESTATED)
                                                ----------    -----------
<S>                                             <C>           <C>
Cash flows from operating activities:
  Net loss                                      $ (772,656)   $(2,129,071)
  Adjustments to reconcile net loss to net
    cash provided by operating activities        1,139,010      2,484,670
                                                ----------    -----------

      Net cash provided by (used in)
        operating activities                       366,354        355,599
                                                ----------    -----------

Cash flows from investing activities:
  Capital expenditures                            (254,952)    (1,854,315)
                                                ----------    -----------

      Net cash used in investing
        activities                                (254,952)    (1,854,315)
                                                ----------    -----------

Cash flows from financing activities:
  Increase (decrease) in book overdraft            (36,888)       (12,289)
  Proceeds from notes payable                      461,269      2,205,811
  Payments on notes payable                       (394,576)      (701,546)
  Payments on capital leases                       (29,263)             -
  Cash received for common stock                    25,000              -
                                                ----------    -----------

      Net cash provided by financing
        activities                                  25,542      1,491,976
                                                ----------    -----------

Increase (decrease) in cash and cash
  equivalents                                      136,944         (6,740)

Cash and cash equivalents, beginning
  of period                                              -          6,740
                                                ----------    -----------

Cash and cash equivalents, end of
  period                                        $  136,944    $      -
                                                ==========    ===========

</TABLE>
Non-cash financing and investing activities:
 Equipment acquired under capital lease         $   24,924    $      -
                                                ==========    ===========

 Payment of notes payable upon issue of
   common stock                                 $  150,000    $      -
                                                ==========    ===========



  See selected notes to unaudited consolidated condensed financial statements.

                                      F-5
<PAGE>

         ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC. AND SUBSIDIARIES
      UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
                    FOR THE NINE MONTHS ENDED JUNE 30, 2000
<TABLE>
<CAPTION>


                                                          UNISSUED   ADDITIONAL
                                      COMMON STOCK         COMMON     PAID-IN     ACCUMULATED     TREASURY
                                    SHARES      AMOUNT     STOCK      CAPITAL       DEFICIT         STOCK
                                  ----------   --------   --------   ----------   ------------   -----------
<S>                               <C>          <C>        <C>        <C>          <C>            <C>

Balance at September 30,
  1999                            33,134,422    $33,134   $     -    $5,662,739   $(6,165,916)    $(150,000)

Common stock issued in pay-
  ment of notes payable              533,334        533          -      149,467             -             -

Common stock issued as com-
  pensation to directors,
  employees, consultants
  and attorneys                    1,375,474      1,376          -      270,058             -             -

Cash received for unissued
  common stock                             -          -     25,000            -             -             -

Conversion feature issued
  with long-term debt                      -          -          -       37,500             -             -

Net loss for the nine months
  ended June 30, 2000                      -          -          -            -      (772,656)            -
                                  ----------   --------   --------   ----------   -----------    ----------

Balance at June 30, 2000          35,043,230    $35,043    $25,000   $6,119,764   $(6,938,572)    $(150,000)
                                  ==========   ========   ========   ==========   ===========    ==========

</TABLE>



  See selected notes to unaudited consolidated condensed financial statements.


                                      F-6
<PAGE>

         ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC. AND SUBSIDIARIES
         SELECTED NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   __________

1. GENERAL
   -------

   The unaudited consolidated condensed financial statements included herein
   have been prepared without audit pursuant to the rules and regulations of the
   Securities and Exchange Commission. Certain information and footnote
   disclosures normally included in financial statements prepared in accordance
   with generally accepted accounting principles have been condensed or omitted,
   pursuant to such rules and regulations. These unaudited consolidated
   condensed financial statements should be read in conjunction with the audited
   consolidated financial statements and notes thereto of Entertainment
   Technologies & Programs, Inc. and Subsidiaries (the "Company") included in
   the Company's Annual Report on Form 10-KSB for the year ended September 30,
   1999. Certain reclassifications have been made to prior year amounts to
   conform with the current year presentation.

   In the opinion of management, the unaudited consolidated condensed financial
   information included herein reflect all adjustments, consisting only of
   normal, recurring adjustments, which are necessary for a fair presentation of
   the Company's financial position, results of operations and cash flows for
   the interim periods presented. The results of operations for the interim
   periods presented herein are not necessarily indicative of the results to be
   expected for a full year or any other interim period.


2. BACKGROUND
   ----------

   Entertainment Technologies & Programs, Inc. ("ETP") and its wholly-owned
   subsidiaries (the "Company") are engaged in three major areas of operations
   as follows:

   .   Operation of night clubs and other entertainment facilities on United
       States military bases throughout the world, including the planning,
       promotion and production of live performances at such facilities.

   .   Design and retail sale of professional sound and lighting equipment to
       both the United States military and the non-military consumer markets.

   .   Design and operation of amusement facilities and equipment.

   The accompanying consolidated condensed financial statements include the
   accounts and transactions of ETP, along with its wholly-owned subsidiaries.
   All intercompany balances and transactions have been eliminated in
   consolidation.  The consolidated financial statements and notes thereto are
   presented as if all mergers and business combinations accounted for as
   poolings of interest have operated as one entity since inception.

                                   Continued

                                      F-7
<PAGE>

         ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC. AND SUBSIDIARIES
         SELECTED NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  __________

3. COMPREHENSIVE INCOME
   --------------------

   The Company has adopted Statement of Financial Accounting Standard ("SFAS")
   No. 130, "Reporting Comprehensive Income", which establishes standards for
   reporting and display of comprehensive income and its components in a full
   set of financial statements.  Comprehensive income includes all changes in a
   company's equity, except those resulting from investments by and
   distributions to owners.  There was no difference between comprehensive loss
   and net loss for the three months ended June 30, 2000 and 1999.


4. INCOME TAXES
   ------------

   Deferred income taxes reflect the tax effects of temporary differences
   between the carrying amounts of assets and liabilities for financial
   reporting purposes and the amounts used for income tax purposes.  The Company
   has provided deferred tax valuation allowances for cumulative net operating
   tax losses to the extent that the net operating losses may not be realized.
   The difference between the federal statutory income tax rate and the
   Company's effective income tax rate is primarily attributed to changes in
   valuation allowances for deferred tax assets related to net operating losses.


5. BUSINESS SEGMENTS
   -----------------

   During the three months ended June 30, 2000 and 1999, the Company operated
   primarily in four strategic business units that offer different products and
   services:  1) military entertainment services, 2) retail sale of sound and
   lighting equipment, 3) design and operation of amusement facilities and
   equipment, and 4) operation of restaurants.  Restaurant operations have not
   been included in segment information since they are reported as discontinued
   operations. Financial information regarding the other business segments is as
   follows:



                                   Continued

                                      F-8
<PAGE>

         ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC. AND SUBSIDIARIES
         SELECTED NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  __________

5. BUSINESS SEGMENTS, CONTINUED
   ----------------------------
<TABLE>
<CAPTION>

                                    MILITARY        RETAIL
                                 ENTERTAINMENT      SALES      AMUSEMENT      OTHER         TOTAL
                                 --------------   ---------   -----------   ----------   -----------
<S>                              <C>              <C>         <C>           <C>          <C>

     NINE MONTHS ENDED
       JUNE 30, 2000:

     Revenues                       $2,531,754     $825,764   $  390,232    $     -      $3,747,750
     Income (loss) from
       operations                       35,362       97,040     (320,565)     (33,071)     (221,234)
     Total assets                    1,553,966      554,980    3,076,828      162,609     5,348,383

     NINE MONTHS ENDED
       JUNE 30, 1999:

     Revenues                       $2,419,814     $825,581   $  481,686    $  22,000    $3,749,081
     Income (loss) from
       operations                       33,812       97,278     (750,250)    (305,600)     (924,760)
     Total assets                    1,726,706      515,157    3,202,989       35,021     5,479,873

     THREE MONTHS ENDED
       JUNE 30, 2000:

     Revenues                       $  857,287     $215,173   $  274,114    $     -      $1,346,573
     Income (loss) from
       operations                       15,623       25,811      (76,705)     118,763        83,492

     THREE MONTHS ENDED
       JUNE 30, 1999:

     Revenues                       $  842,375     $364,956   $  175,550    $  22,000    $1,404,881
     Income (loss) from
       operations                      (47,297)     109,189     (497,570)    (172,811)     (608,489)

</TABLE>

   The accounting policies of the segments are the same as those described in
   the summary of significant accounting policies.  All intersegment sale prices
   are market based.  The Company evaluates performance based on operating
   earnings of the respective business units.

                                      F-9
<PAGE>

         ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC. AND SUBSIDIARIES
         SELECTED NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                  __________

6. PRIOR PERIOD ADJUSTMENT
   -----------------------

   During the three months ended December 31, 1998 the Company did not properly
   change its method of accounting for organization costs to conform to the
   requirements of Statement of Position 98-5, Reporting on the Costs of Start-
   Up Activities ("SOP 98-5").  SOP 98-5 requires such costs to be expensed as
   incurred rather than capitalized and subsequently amortized.  The effect of
   correcting this error in application of generally accepted accounting
   principles on the Company's financial statements as of and for the three
   months ended December 31, 1998 was as follows:


   Decrease in total assets                             $170,611
                                                        ========

   Increase in accumulated deficit                      $170,611
                                                        ========

   Increase in net loss                                 $170,611
                                                        ========

   Change in net loss per common share                  $  (0.01)
                                                        ========

                                      F-10
<PAGE>

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

   The following discussion should be read in conjunction with the Company's
unaudited consolidated interim financial statements and related notes thereto
included in this quarterly report and in the unaudited consolidated Financial
Statements and Management's Discussion and Analysis of Financial Condition and
Results of Operations ("MD&A") contained in the Company's 10-KSB for the year
ended September 30, 1999. Certain statements in the following MD&A are forward
looking statements. Words such as "expects", "anticipates", "estimates" and
similar expressions are intended to identify forward looking statements. Such
statements are subject to risks and uncertainties that could cause actual
results to differ materially from those projected.

   RESULTS OF OPERATIONS
   ---------------------

   THREE MONTHS ENDED JUNE 30, 2000 AND 1999
   -----------------------------------------

   Revenues for the quarter ended June 30, 2000 decreased by $58,308 from
$1,404,881 for the quarter ended June 30, 1999 to $1,346,573 for the quarter
ended June 30, 2000 primarily due to increased sales in its amusement services
offset by a decrease in retail sales of sound equipment.

   General and administrative expenses decreased $600,778 from $925,312 for the
quarter ended June 30, 1999 to $324,534 for the quarter ended June 30, 2000.
This decrease is primarily a result of additional administrative expenses being
incurred in 1999 associated with the closing of an entertainment facility and a
significant reduction in personnel costs and general overhead expenses in 2000.

   Depreciation expense for the quarter ended June 30, 2000 decreased $121,054
from $315,373 for the quarter ended June 30, 1999 to $194,319 for the quarter
ended June 30, 2000.  This decrease is due to certain assets being written down
in 1999 and others becoming fully depreciated in 2000.

   Interest expense decreased by $292,347 from $540,236 for the quarter ended
June 30, 1999 to $247,889 for the quarter ended June 30, 2000.  This decrease is
a result of the high cost of obtaining a significant amount of debt in 1999.

   NINE MONTHS ENDED JUNE 30, 2000 AND 1999
   ----------------------------------------

   Revenues for the nine months ended June 30, 2000 decreased by $1,331 from
$3,749,081 for the nine months ended June 30, 1999 to $3,747,750 for the nine
months ended June 30, 2000 primarily due to increased sales in military
entertainment services offset by a decrease in sales of amusement services.

   General and administrative expenses decreased $738,175 from $2,093,067 for
the nine months ended June 30, 1999 to $1,354,892 for the nine months ended June
30, 2000.  This decrease is primarily a result of the decrease in rent and other
costs associated with the entertainment facility in Arlington, Texas that was
closed in 1999 and a significant reduction in personnel costs and general
overhead expenses.

   Interest expense decreased by $176,859 from $679,378 for the nine months
ended June 30, 1999 to $502,519 for the nine months ended June 30, 2000.  This
decrease is a result of the high cost of obtaining a significant amount of debt
in 1999.

                                      F-11
<PAGE>

   LIQUIDITY AND CAPITAL RESOURCES
   -------------------------------

   During the year ended September 30, 1999, the Company experienced negative
financial results which have continued during the nine months ended June 30,
2000 as follows:

                                 NINE MONTHS
                                   ENDED         YEAR ENDED
                                  JUNE 30,     SEPTEMBER 30,
                                    2000             1999
                                 -----------      -----------

   Net loss                      $  (772,656)     $(3,830,948)

   Negative working capital       (5,026,862)      (2,221,853)

   Accumulated deficit            (6,938,572)      (6,165,916)


   In addition to negative financial results, the Company has also experienced
operational problems as follows:

 .  Redfish Management, Inc. ("RMI"), a wholly owned subsidiary of the Company,
   filed for Chapter 11 bankruptcy protection to allow the Company to limit
   future losses by its restaurant operations.

 .  The Company has been delinquent on payments of principal for a significant
   portion of its note payable and capital lease obligations.

 .  The Company is in violation of various financial and non-financial covenants
   included in certain of its notes payable and capital lease agreements for
   which waivers have not been obtained.  Accordingly, debt under those
   agreements has been classified as current in the accompanying financial
   statements and could be called by the creditors.

   Management has developed specific plans to address its current financial
situation as follows:

 .  The Company has signed a letter of intent with an investment company under
   which the investment company will use its best efforts to raise from $3.0
   million to $4.7 million on behalf of the Company.  The Company will use the
   proceeds from this new debt financing, if received, to repay existing
   delinquent debt and to support its continuing operations.

The Company has obtained extensions on the maturity of $2,600,000 of its notes
payable ("Investor Notes") to October 1, 2000.

 .  The Company has adopted plans to discontinue its restaurant operations
   because those operations require significant amounts of debt financing and
   have contributed significantly to the Company's financial problems.  Seeking
   Chapter 11 bankruptcy for Redfish Management, Inc. was a step necessary to
   allow the Company to eliminate those operations without increasing risk to
   its more profitable operations.

                                      F-12
<PAGE>

 .  Management of the Company believes that with the extension of its Investor
   Notes and with its current business plans that it will ultimately achieve
   adequate profitability and cash flow from operations in order to meet its
   current obligations and fund the continuation of its business operations.

   INFORMATION REGARDING AND FACTORS AFFECTING FORWARD LOOKING STATEMENTS
   ----------------------------------------------------------------------

   The Company is including the following cautionary statement in this Quarterly
Report on Form 10-Q to make applicable and take advantage of the safe harbor
provision of the Private Securities Litigation Reform Act of 1995 for any
forward-looking statements made by, or on behalf of the Company. Forward-looking
statements include statements concerning plans, objectives, goals, strategies,
future events or performance and underlying assumptions and other statements
which are other than statements of historical facts. Certain statements
contained herein are forward-looking statements and, accordingly, involve risks
and uncertainties which could cause actual results or outcomes to differ
materially from those expressed in the forward-looking statements. The Company's
expectations, beliefs and projections are expressed in good faith and are
believed by the Company to have a reasonable basis, including without
limitations, management's examination of historical operating trends, data
contained in the Company's records and other data available from third parties,
but there can be no assurance that management's expectation, beliefs or
projections will result, or be achieved, or be accomplished.

                                      F-13
<PAGE>

                          PART II.  OTHER INFORMATION


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

        There are no material legal proceedings except as disclosed in the
        10-KSB as filed for 1999.

ITEM 2. RECENT ISSUANCES OF UNREGISTERED SECURITIES.
        -------------------------------------------

        From September 1999 to March 2000, we issued an aggregate of 533,334
        shares of common stock for an aggregate of $150,000 to 3 accredited
        investors. We believe these transactions were exempt from registration
        pursuant to Section 4(2) of the Act, as sales to accredited investors.
        From September 1999 to March 2000, we issued an aggregate of 1,375,474
        shares of common stock for services rendered by 12 sophisticated
        investors. We believe the above transactions were exempt from
        registration pursuant to Section 4(2) of the Securities Act, as the
        issuances were to sophisticated investors and since the transactions
        were non-recurring and privately negotiated. The sophisticated investors
        had specific knowledge of the Company and had general expertise in
        financial and business matters that they were able to evaluate the
        merits and risks of an investment in the Company.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
        -------------------------------

        None.

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

        None.

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

        None.

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

   (a)  Exhibits

        Exhibit 27 - Financial Data Schedule

   (b)  Reports on Form 8-K

        Report dated February 11, 2000

                                      F-14
<PAGE>

                                  SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

   ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.



Date:      August 9, 2000         By: /s/ James D. Butcher
       ----------------------         --------------------
                                      James D. Butcher, Chairman & CEO



Date:      August 9, 2000         By: /s/ George C. Woods
       ----------------------         -------------------
                                      George C. Woods, CFO

                                      F-15


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