SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



FORM 10-QSB



(Mark One)



X    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For quarterly period ended September 30, 2003



____      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the transition period from _____ to _____



ENTERPRISE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)



|NEVADA
(State or other jurisdiction of incorporation) |  | 000-28790
(Commission File Number) |  | 87-0429962B
(I.R.S Employer Identification No.)
|----------------------------------------------------- |  | ---------------------------------- |  | -----------------------------------------------



1628 West 1st Avenue, Suite 216, Vancouver, British Columbia,  V6J 1G1

(Address of principal executive offices)



(604-659-5004)

(Registrants telephone number, including area code)





Indicate by check mark whether the registrant: (1) has filed all reports required 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 [  ]



The number of shares of the Registrant's Common Stock, $0.00001 par value, as of October 28, 2003: 160,773,308.



Transitional Small Business Disclosure Format (Check One): Yes [   ]  No [X]



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ENTERPRISE TECHNOLOGIES, INC.

FORM 10-QSB, QUARTER ENDED SEPTEMBER 30, 2003





INDEX





PART I    FINANCIAL INFORMATION



Item 1.    Financial Statements



Interim Consolidated Balance Sheet

3



Interim Consolidated Statements of Operations

4



Interim Consolidated Statements of Cash Flows

5



Notes to Interim Financial Statements

6



Item 2.  Management's Discussion and Analysis or Plan of Operation

8



Item 3.  Controls and Procedures

14





PART II   OTHER INFORMATION



Item 1. Legal Proceedings

15



Item 2. Changes in Securities and Use of Proceeds

15



Item 3. Defaults Upon Senior Securities

15



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

15



Item 5. Other Information

15



Item 6. Exhibits and Reports on Form 8-K

15



Signatures

16



Certifications

17



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Item 1. Financial Statements



The accompanying unaudited financial statements of Enterprise Technologies, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-QSB and Rule 10-01 of Regulation S-X. All adjustments, which, in the opinion of management, are necessary for a fair presentation of the financial condition and results of operations, have been included. Operating results for the period ended September 30, 2003 and are not necessarily indicative of the results that may be expected for the year ending December 31, 2003.



ENTERPRISE TECHNOLOGIES, INC.

INTERIM CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 2003

(Unaudited)



|ASSETS                                                                                                |             
|----------------------------------------------------------------------------------------------------- | ------------
|                                                                                                      |             
|Current Assets                                                                                        |             
|Cash and cash equivalents                                                                             | $111,800    
|                                                                                                      |             
|Total Current Assets                                                                                  | 111,800     
|                                                                                                      |             
|                                                                                                      |             
|Total Assets                                                                                          | $111,800    
|                                                                                                      |             
|LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                                              |             
|Current Liabilities                                                                                   |             
|Accounts Payable                                                                                      | $625        
|Accounts Payable  Related Party (Note 5)                                                             | 63,000      
|Other liabilities to be settled in shares (Note 4)                                                    | 108,000     
|Loans from shareholder                                                                                | 15,700      
|                                                                                                      | 187,325     
|Stockholders' Deficiency                                                                              |             
|Preferred Stock: $0.25 par value; Authorized shares 1,000,000; Issued and outstanding, none           | -           
|Common Stock: $0.00001 Par Value; Authorized Shares, 300,000,000; Issued and outstanding, 160,773,308 | 1,608       
|Additional Paid In Capital                                                                            | 14,009,459  
|Accumulated Deficit                                                                                   | (14,086,592)
|Total Stockholders' Deficiency                                                                        | (75,525)    
|                                                                                                      |             
|Total Liabilities and Stockholders Deficiency                                                        | $111,800    





See notes to condensed financial statements.



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ENTERPRISE TECHNOLOGIES, INC.

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

(Unaudited)



|                                               | For The Three Months Ended Sept. 30, 2003 | For The Three Months Ended Sept. 30, 2002 | For The Nine Months Ended Sept. 30, 2003 | For The Nine Months Ended Sept. 30,2002
|---------------------------------------------- | ----------------------------------------- | ----------------------------------------- | ---------------------------------------- | ---------------------------------------
|                                               |                                           |                                           |                                          |                                        
|Revenues                                       | $-                                        | $-                                        | $-                                       | $-                                     
|                                               |                                           |                                           |                                          |                                        
|General and administrative expenses            |                                           |                                           |                                          |                                        
|Management fees  related party (Note 5)       | 9,000                                     | 36,000                                    | 27,000                                   | 108,000                                
|Investor and media relations expenses (Note 4) | 216,000                                   | -                                         | 216,000                                  | -                                      
|General and Administrative                     | 13,952                                    | 7,255                                     | 25,242                                   | 20,999                                 
|Total general and administrative expenses      | 238,952                                   | 43,255                                    | 268,242                                  | 128,999                                
|                                               |                                           |                                           |                                          |                                        
|Operating loss                                 | (238,952)                                 | (43,255)                                  | (268,242)                                | (128,999)                              
|                                               |                                           |                                           |                                          |                                        
|Other Income                                   |                                           |                                           |                                          |                                        
|Interest income                                | 100                                       | 47                                        | 259                                      | 71                                     
|                                               |                                           |                                           |                                          |                                        
|Provision for income taxes                     | -                                         | -                                         | -                                        | -                                      
|                                               |                                           |                                           |                                          |                                        
|Net loss available to common shareholders      | $(238,852)                                | $(43,208)                                 | $(267,983)                               | $(128,928)                             
|                                               |                                           |                                           |                                          |                                        
|Basic and diluted loss per common share        | $(0.001)                                  | $(0.0003)                                 | $(0.002)                                 | $(0.001)                               
|                                               |                                           |                                           |                                          |                                        
|Weighted average common shares outstanding     | 160,362,438                               | 133,081,073                               | 160,338,143                              | 126,706,354                            





See notes to condensed financial statements.



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ENTERPRISE TECHNOLOGIES, INC.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

(Unaudited)



|                                                                           | 2003       | 2002      
|-------------------------------------------------------------------------- | ---------- | ----------
|Cash Flows From Operating Activities                                       |            |           
|Net loss                                                                   | $(267,983) | $(128,928)
|Adjustments to reconcile net loss to net cash
used in operating activities |            |           
|Common stock issued for services rendered (Note 4)                         | 108,000    | -         
|Common stock issued for accounts payable  related party                   | -          | 108,000   
|Liabilities to be settled through the issuance of shares                   | 108,000    | -         
|Changes in assets and liabilities                                          |            |           
|Increase (decrease) in accounts payable                                    | (1,921)    | (596)     
|Increase (decrease) in accounts payable  related party                    | 27,000     | -         
|Total adjustments                                                          | 241,079    | 107,404   
|Net Cash Used In Operating Activities                                      | (26,904)   | (21,524)  
|                                                                           |            |           
|Cash Flows From Investing Activities                                       | -          | -         
|                                                                           |            |           
|Cash Flows From Financing Activities                                       |            |           
|Proceed from sales of common stock                                         | -          | 150,000   
|Loans from shareholder                                                     | -          | 15,700    
|Net Cash Provided By Financing Activities                                  | -          | 165,700   
|                                                                           |            |           
|Increase (decrease) in cash and cash equivalents                           | (26,904)   | 144,176   
|                                                                           |            |           
|Cash and cash equivalents, beginning of period                             | 138,704    | 6,760     
|                                                                           |            |           
|Cash and cash equivalents, end of period                                   | $111,800   | $150,936  
|                                                                           |            |           
|Supplemental Information:                                                  |            |           
|Interest                                                                   | -          | -         
|Income taxes                                                               | -          | -         
|                                                                           |            |           
|Noncash investing and financing activities:                                |            |           
|Common stock issued for services                                           | $108,000   | -         
|Accounts payable converted to equity                                       | -          | $108,000  





See notes to condensed financial statements.



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ENTERPRISE TECHNOLOGIES, INC.

NOTES TO INTERIM FINANCIAL STATEMENTS

SEPTEMBER 30, 2003



Note 1  Basis of Presentation



The accompanying unaudited financial statements of Enterprise Technologies, Inc. (referred to herein as the Company, unless the context indicates otherwise) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-QSB.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for all periods presented have been made.



Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses.  Actual results may differ from these estimates.  The results of operations for the nine-month period ended September 30, 2003 are not necessarily indicative of the operating results that may be expected for the entire year ending December 31, 2003.  These financial statements should be read in conjunction with the Management's Discussion and Analysis or Plan of Operation section for this quarterly period, and the financial statements and notes thereto included in the Company's financial statements as of and for the year ended December 31, 2002, filed with the Company's Annual Report on Form 10-KSB.



Note 2  Going Concern, Financial Results and Liquidity



To date, we have not been profitable.  We face all the risks common to companies in their early stages of development, including under-capitalization and uncertainty of funding sources, high initial expenditure levels and uncertain revenue streams, an unproven business model, and difficulties in managing growth. Our recurring losses raise substantial doubt about our ability to continue as a going concern. Our financial statements do not reflect any adjustments that might result from the outcome of this uncertainty.   It is the Companys belief that it will continue to incur losses for at least the next 12 months and management believes the Company has sufficient cash to satisfy its operations for at least the next twelve months.  However, additional funding may be necessary if the Company begins to develop any other technology-based ventures. We do not expect that sufficient cash will be generated from operations to fund our growth for the foreseeable future. As a result, we expect to aggressively pursue additional sources of funds, the form of which will vary depending upon prevailing market and other conditions and may include a sale transaction or the issuance of equity securities.



The Company has explored the possibility of selling or merging with another Company. Although the Company has not entered into any binding agreement to effect such a transaction, the board of directors of the Company does consider such offers and would consider all of the terms of any such offer as part of its fiduciary duty to determine whether any such transaction is in the best interest of the Company's stockholders. If our board of directors does determine that a sale or merger of the Company is in the best interests of the Company's stockholders, our board of directors may determine to pursue such a transaction and the consideration to be paid in connection with such transaction would be used to expand our business and fund future operations. We cannot assure you that we will be able to raise funds through a sale or equity transaction, or if such funding is available, that it will be on favorable terms. Our common stock is currently traded on the over-the-counter market on an electronic bulletin board.



Note 3  Basic Loss Per Share



Basic earnings or loss per share is based on the weighted average number of shares outstanding during the period of the financial statements.  Diluted earnings or loss per share are based on the weighted average number of common shares outstanding and dilutive common stock equivalents.  All share and per share information are adjusted retroactively to reflect stock splits and changes in par value, when applicable.  All earnings or loss per share amounts in the financial statements are basic earnings or loss per share.  The computation of basic loss per share is as follows at September 30:



|                                                                 | For The Three Months Ended Sept. 30, 2003 | For The Three Months Ended Sept. 30, 2002 | For The Nine Months Ended Sept. 30, 2003 | For The Nine Months Ended Sept. 30, 2002
|---------------------------------------------------------------- | ----------------------------------------- | ----------------------------------------- | ---------------------------------------- | ----------------------------------------
|Numerator-net loss available to common stockholders              | $(238,852)                                | $(43,208)                                 | $(267,983)                               | $(128,928)                              
|Denominator-weighted average number of common shares outstanding | 160,362,438                               | 133,081,073                               | 160,338,143                              | 126,706,354                             
|Basic and diluted loss per common share                          | $(0.001)                                  | $(0.0003)                                 | $(0.002)                                 | $(0.001)                                



Note 4 - Common Stock



On September 22, 2003, the Companys Board of Directors agreed to retain National Infosystems Inc., also known as Thornhill Advisors, to provide financial and media relations services for an all-inclusive fee of $216,000.



The fee of $216,000 will be paid by the issuance of 900,000 restricted common shares at a price of $0.24 per share, the closing price of the Companys shares on September 22, 2003, with 450,000 shares to be issued immediately and the balance issued on December 22, 2003.  As of September 30, 2003, the Company recorded a liability of $108,000 in accordance with SFAS No. 150 due to the Companys obligation to issue the remaining shares at a future date to settle the obligation.



Note 5  Related Party Transactions



Management Fees  During the nine months ended September 30, 2003 and 2002, the Company charged $27,000 and $108,000, respectively, to operations for management and consulting fees incurred for services rendered by Mr. Harmel S. Rayat, a director and majority stockholder. As of September 30, 2003, the Company owed $63,000 for outstanding management fees, which is included in accounts payable-related party on the consolidated balance sheet.  There is no management and consulting agreement in place.



Shareholder Advances  During 2002, Mr. Harmel S. Rayat, a director and majority stockholder advanced the Company $15,700 to help pay for operating expenses. As of September 30, 2003, this amount remains outstanding.



Properties  The Company's office is located at Suite 216, 1628 West 1st Avenue, Vancouver, BC, V6J 1G1.  These premises are owned by the wife and father of Mr. Harmel S. Rayat, a director and majority stockholder.  At present, the Company pays no rent.  The fair value of the rent has not been included in the financial statements because the amount is immaterial.



Note 6  Stock Options



On February 5, 2003, the Board of Directors approved the cancellation of all currently outstanding employee and director stock options and all shareholders approved Stock Option Plans, with the exception of the Companys 2001 Stock Option Plan, which remains in effect.  The Companys 2001 Stock Option Plan was approved by shareholders at an Annual General Meeting held on July 12, 2001, and has 10,000,000 common shares reserved for issuance thereunder.



At a board of directors meeting held on September 22, 2003, the Companys Board of Directors agreed to enter into 10 year NonStatutory Stock Option Agreements with certain employees and consultants for 4,750,000 stock options out of the 10,000,000 common shares reserved for issuance thereunder at an exercise price of $0.24 per share, the closing price of the Companys shares on September 22, 2003. The options shall become exercisable in two equal installments of fifty percent (50%), with the first installment becoming exercisable immediately and the balance becoming exercisable on September 22, 2004.



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Item 2. Management's Discussion and Analysis or Plan of Operations



Cautionary Statement Pursuant to Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995:



Except for the historical information presented in this document, the matters discussed in this Form 10-QSB for the three month and nine month periods ending September 30, 2003, and specifically in the items entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations", or otherwise incorporated by reference into this document, contain "forward-looking statements" (as such term is defined in the Private Securities Litigation Reform Act of 1995). These statements are identified by the use of forward-looking terminology such as "believes", "plans", "intend", "scheduled", "potential", "continue", "estimates", "hopes", "goal", "objective", expects", "may", "will", "should" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, apply to forward-looking statements made by the Company.



The reader is cautioned that no statements contained in this Form 10-QSB should be construed as a guarantee or assurance of future performance or results. These forward-looking statements involve risks and uncertainties, including those identified within this Form 10-QSB. The actual results that the Company achieves may differ materially from any forward-looking statements due to such risks and uncertainties. These forward-looking statements are based on current expectations, and the Company assumes no obligation to update this information. Readers are urged to carefully review and consider the various disclosures made by the Company in this Form 10-QSB and in the Company's other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect the Company's business.



Overview



Enterprise Technologies, Inc. is the developer of the MedCare Program, a non-pharmaceutical, non-invasive treatment program for patients suffering from urinary incontinence and other pelvic disorders, including pelvic pain, chronic constipation, fecal incontinence and disordered defecation.



Due to the lack of significant revenues and high operating cost associated with supporting its various physician office and hospital based program sites, the Company suffered large operating losses. In order to reduce operating expenses, the Company terminated all of its MedCare Program sites in March 2001. The Company is currently searching for potential joint venture partners that have existing operating infrastructures to which the MedCare Program can be added as an ancillary service with minimal overhead.  Additionally, Enterprise plans to develop other potential revenue streams from the Companys current intellectual property base and other technology-based ventures.



Critical Accounting Policies



Our discussion and analysis or plan of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  On an on-going basis, we evaluate our estimates, including those related to income taxes and contingencies.  We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.



Management believes the following critical accounting policies reflect its more significant estimates and assumptions used in the preparation of its financial statements.



Income Taxes  We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. We have considered future market growth, forecasted earnings, future taxable income, and prudent and feasible tax planning strategies in determining the need for a valuation allowance. We currently have recorded a full valuation allowance against net deferred tax assets as we currently believe it is more likely than not that the deferred tax assets will not be realized.



Contingencies  We may be subject to certain asserted and unasserted claims encountered in the normal course of business. It is our belief that the resolution of these matters will not have a material adverse effect on our financial position or results of operations, however, we cannot provide assurance that damages that result in a material adverse effect on our financial position or results of operations will not be imposed in these matters.  We account for contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated.



Liquidity and Capital Resources



At September 30, 2003, the Company had a cash balance of $111,800.  We believe we have sufficient cash to satisfy our cash requirements for at least the next twelve months.



Plan of Operation



For the next twelve months, the Company plans to continue searching for potential joint venture partners that have existing operating infrastructures to which the MedCare Program can be added as an ancillary service with minimal overhead. Additionally, the Company plans to seek potential revenue streams from the Companys current intellectual property base and other technology based ventures, which the Companys management team is actively evaluating.



The Company does not expect to purchase any significant equipment, hire any additional employees, or incur research and development expenses.



In order to satisfy its cash needs over the next twelve months, the Company plans to fund its operations from cash on hand and raise additional financing from third parties, if necessary. We also anticipate that our major shareholder will contribute sufficient funds to satisfy any cash shortages resulting from the cash needs of the Company, however, there can be no assurances to that effect.



The Company's future funding requirements will depend on numerous factors. These factors include the Company's ability to find suitable joint venture partners for its MedCare Program, operate its business profitably in the future, and its ability to develop its intellectual property base or other technology-based ventures.



The Company may raise additional funds through private or public equity investments in order to expand the range and scope of its business operations. In doing so, the Company may seek access to the private or public equity, but there is no assurance that such additional funds will be available for the Company to finance its operations on acceptable terms, if at all.



Related Party Transactions



Management fees  During the nine months ended September 30, 2003 and 2002, the Company charged $27,000 and $108,000, respectively, to operations for management and consulting fees incurred for services rendered by Mr. Harmel S. Rayat, a director and majority stockholder. As of September 30, 2003, the Company owed $63,000 for outstanding management fees, which is included in accounts payable-related party on the consolidated balance sheet.  There is no management and consulting agreement in place.



Shareholder Advances  During 2002, Mr. Harmel S. Rayat, a director and majority stockholder advanced the Company $15,700 to help pay for operating expenses. As of September 30, 2003, this amount remains outstanding.



Properties  The Company's office is located at Suite 216, 1628 West 1st Avenue, Vancouver, BC, V6J 1G1.  These premises are owned by the wife and father of Mr. Harmel S. Rayat, a director and majority stockholder.  At present, the Company pays no rent.  The fair value of the rent has not been included in the financial statements because the amount is immaterial.



Recent Accounting Pronouncements



In January 2003, the Financial Accounting Standards Board issued Interpretation No. 46 "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51" (FIN 46). FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is effective for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. Management does not anticipate that FIN 46 will have any effect on the on the Company.



In April 2003, the FASB issued SFAS No. 149, "Accounting for Amendment of Statement 133 on Derivative Instruments and Hedging Activities," which amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities.   This Statement is generally effective for 45 contracts entered into or modified after June 30, 2003, and all provisions should be applied prospectively.   This statement does not affect the Company.



In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity," which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity.  It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances).  This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003.  It is to be implemented by reporting the cumulative effect of a change in an accounting principle for financial instruments created before the issuance date of the Statement and still existing at the beginning of the interim period of adoption.  Restatement is not permitted.  The Company adopted this statement during the quarter ended September 30, 2003.



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Risk Factors



We have sought to identify what we believe to be the most significant risks to our business.  However, we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our Common Stock. We provide the following cautionary discussion of risks, uncertainties and possible inaccurate assumptions relevant to our business. These are factors that we think could cause our actual results to differ materially from expected results. Other factors besides those listed here could adversely affect us.



Lack of Operating History:  Because of our limited operating history and lack of past profitability, you may lose your investment if we are unable to successfully market our services and implement our business plan.



Although we organized Enterprise in 1986, we did not become active until 1995 and have been continually developing our MedCare Program since that time. As a result, our business is subject to the risks inherent in the establishment of a new business. Specifically, in formulating our business plan, we have relied on the judgment of our officers, directors and consultants but have not conducted any formal independent market studies concerning the demand for our services.



We have had limited revenues since inception. In 2002, we had no revenues. We have not been profitable, experiencing an accumulated loss of $14,086,592 through September 30, 2003. Even if we become profitable in the future, we cannot accurately predict the level of, or our ability to sustain profitability. Because we have not yet been profitable and cannot predict any level of future profitability, you bear the risk of a complete loss of your investment in the event our business plan is unsuccessful.



Inability to Obtain Funding:  We may not be able to obtain additional funding when needed, which could limit future expansion and marketing opportunities, as well as result in lower than anticipated revenues. We may require additional financing to pursue relationships with joint venture partners for the MedCare Program and other business opportunities. If the market price of the common stock declines, some potential financiers may either refuse to offer us any financing or will offer financing at unacceptable rates or unfavorable terms. If we are unable to obtain financing on favorable terms, or at all, this unavailability could prevent us from expanding our business, which could materially impact our future potential revenues.



Continued Control by Existing Management:  You may lack an effective vote on corporate matters and management may be able to act contrary to your objectives. As of October 28, 2003, our officers and board members own 80% of the 160,773,308 of our outstanding common stock. If management votes together, it could influence the outcome of corporate actions requiring shareholder approval, including the election of directors, mergers and asset sales. As a result, new stockholders may lack an effective vote with respect to the election of directors and other corporate matters. Therefore, it is possible that management may take actions with respect to its ownership interest, which may not be consistent with your objectives or desires.



Dividends:  We have not paid and do not currently intend to pay dividends, which may limit the current return you may receive on your investment in our common stock.  Since inception, we have paid no dividends to our stockholders. Future dividends on our common stock, if any, will depend on our future earnings, capital requirements, financial condition and other factors. We currently intend to retain earnings, if any, to increase our net worth and reserves. Therefore, we do not anticipate that any holder of common stock will receive any cash, stock or other dividends on his shares of common stock at any time in the near future. You should not expect or rely on the potential payment of dividends as a source of current income.



Dependence on Executive Officers and Technical Personnel:  The success of our business plan depends on attracting qualified personnel, and failure to retain the necessary personnel could adversely affect our business. Competition for qualified personnel is intense, and we may need to pay premium wages to attract and retain personnel. Attracting and retaining qualified personnel is critical to our business. Inability to attract and retain the qualified personnel necessary would limit our ability to implement our business plan successfully.



Adverse Effect of Shares Eligible for Future Sale:  Future sales of large amounts of common stock could adversely effect the market price of our common stock and our ability to raise capital.



Future sales of our common stock by existing stockholders pursuant to Rule 144 under the Securities Act, or following the exercise of outstanding options and warrants, could adversely affect the market price of our common stock. Substantially all of the outstanding shares of our common stock are freely tradable, without restriction or registration under the Securities Act, other than the sales volume restrictions of Rule 144 applicable to shares held beneficially by persons who may be deemed to be affiliates. Our directors and executive officers and their family members are not under lockup letters or other forms of restriction on the sale of their common stock. The issuance of any or all of these additional shares upon exercise of options or warrants or conversion of preferred stock will dilute the voting power of our current stockholders on corporate matters and, as a result, may cause the market price of our common stock to decrease. Further, sales of a large number of shares of common stock in the public market could adversely affect the market price of the common stock and could materially impair our future ability to generate funds through sales of common stock or other equity securities.



Protection of Proprietary Treatment Program:  Our ability to effectively compete depends on protection of our proprietary treatment protocol through confidentiality and non-compete agreements.



Our ability to compete will depend, in part, on our ability to develop and maintain the proprietary aspects of our unpatented treatment protocol. We have developed this protocol through our experiences to date in the clinical, billing and marketing areas of incontinence treatment. Others may independently develop the same or a similar program or otherwise obtain access to this protocol from former employees or former MedCare Program physicians.



In addition, third parties have published clinical studies regarding the benefits of biofeedback treatment of incontinence. Although this is only one component of our treatment protocol, others may utilize these clinical studies to begin their own incontinence programs.



We protect our treatment protocols from duplication through our confidentiality and non-compete agreements. We cannot ensure that these agreements will provide meaningful protection for our treatment protocol in the event of their expiration or unauthorized use or disclosure. If our treatment protocol became widely duplicated, larger, better-capitalized companies could instantly compete with us in the incontinence treatment market.



Government Regulation:  Unfavorable governmental regulation in the future could threaten our viability. Our business is heavily regulated. The MedCare Program is subject to regulation under the Federal Anti-Kickback Statute and the Federal Self- Referral Statute. In addition, legislators continually enact new legislation. The process of obtaining regulatory approvals can be lengthy and expensive, and the issuance of these approvals is uncertain. Currently, we believe that we are in compliance with all currently existing regulations that apply to us. However, if the federal or state government were to enact any new regulations, we may not be able to obtain the necessary approvals on a timely basis, or at all. Should legislators enact new legislation that is unfavorable to our business, this could, among other things, result in fines, suspensions of regulatory approvals, operating restrictions and criminal prosecution. We cannot predict whether any new reforms will be enacted, the types of approvals that will be required, or the effect of any enacted reform on our business.



Potential Fluctuations in Quarterly Results:  Significant variations in our quarterly operating results may adversely affect the market price of our common stock.  Our operating results have varied on a quarterly basis during our limited operating history, and we expect to experience significant fluctuations in future quarterly operating results. These fluctuations have been and may in the future be caused by numerous factors, many of which are outside of our control. We believe that period-to-period comparisons of our results of operations will not necessarily be meaningful and that you should not rely upon them as an indication of future performance. Also, it is likely that our operating results could be below the expectations of public market analysts and investors. This could adversely affect the market price of our common stock.



Competition:  In the evolving healthcare field, if we do not continually develop the MedCare Program, and any other future business opportunities, our services could become uncompetitive or obsolete.   Healthcare is a rapidly evolving field in which other companies may have greater financial and research and development resources than we do. The MedCare Program competes directly with a number of small incontinence clinics, offered by doctors, hospitals and therapists, that use a combination of non-invasive alternative treatment options to treat urinary incontinence. In addition, other alternative treatments for urinary incontinence are available to consumers, including absorbent products and diapers, surgery, indwelling catheters, implanting devices, injectable materials, electrical stimulation, mechanical devices and drugs.



Competitive Treatment Options for Incontinence:  To the best of the Companys knowledge, the only direct competitors to the MedCare Program are a number of small incontinence clinics, or ancillary programs, offered by doctors, hospitals and therapists, scattered across North America that use a combination of currently available non-invasive alternative treatment options to treat patients.



Intellectual Property and Other Proprietary Rights:  The Company's ability to compete and expand effectively will depend, in part, on its ability to develop and maintain certain proprietary aspects of its treatment program for bladder and bowel incontinence. The Company relies on an unpatented treatment protocol, and there can be no assurances that others may not independently develop the same or similar program or otherwise obtain access to the Company's unpatented protocols. There can be no assurance that any confidentiality agreements between the Company and its employees will provide meaningful protection for the Company's trade secrets, know-how or other information in the event of any unauthorized use or disclosure of such trade secrets, know-how or other proprietary information. While certain proprietary aspects of Enterprise's clinical and business protocols remain an important part of the business, the Company believes its long-term success, as a business will depend primarily upon its high quality clinical outcomes and service and its success in seeking a suitable joint venture partner to further market the MedCare Program.



Environmental Matters:  The Company believes it conducts its business in compliance with all environmental laws presently applicable to its facilities. To date, there have been no expenses incurred by the Company related to environmental issues.



---



Item 3.

Controls and Procedures



a.

Evaluation of Disclosure Controls and Procedures:



Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.  As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.



b.

Changes in Internal Control over Financial Reporting:



There were no changes in the Company's internal control over financial reporting identified in connection with the Company evaluation of these controls as of the end of the period covered by this report that could have significantly affected those controls subsequent to the date of the evaluation referred to in the previous paragraph, including any correction action with regard to significant deficiencies and material weakness.



---



PART II -- OTHER INFORMATION



Item 1.  Legal Proceedings

None



Item 2.  Changes in Securities

During the quarter ended September 30, 2003, the Company issued 450,000 shares of restricted common stock to National Infosystems Inc., also known as Thornhill Advisors, for financial and media relations services.  The shares were issued at a price of $0.24 per share, the closing price of the Companys shares on September 22, 2003.  The issuance was made in reliance upon the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act").



The Company did not use underwriters in any of the foregoing issuances.



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



31.1

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)



31.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)



32.1

Certification by the Chief Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



32.2

Certification by the Chief Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



(b)

Reports on Form 8-K



September 23, 2003:  Enterprise Technologies, Inc. announced the appointment of Mr. Indy S. Panchi as a Director and the Companys new President and CEO, a position previously held by Mr. Ray Krauss.  Also, Mr. Derek Cooper replaced Mr. Harvinder Dhaliwal as a Director and the Companys Secretary and Treasurer.



September 23, 2003:  At a board of directors meeting held on September 22, 2003, the Companys Board of Directors agreed to enter into 10 year NonStatutory Stock Option Agreements with certain employees and consultants for 4,750,000 stock options out of the 10,000,000 common shares reserved for issuance under the Companys 2001 Stock Option Plan, which was approved by shareholders on July 12, 2001.



Also on September 22, 2003, the Companys Board of Directors agreed to retain National Infosystems Inc., also known as Thornhill Advisors, as its financial and media relations counsel to develop a complete and wide-ranging financial, industry and investor awareness campaigns, as well as a comprehensive website, for an all inclusive fee of $216,000.  The fee of $216,000 will be paid by the issuance of 900,000 restricted common shares at a price of $0.24 per share, the closing price of the Companys shares on September 22, 2003.



On September 22, 2003, Mr. Ray Krauss was replaced as a Director and as the Companys President and CEO by Mr. Indy S. Panchi, who will serve as a Director and the Companys new President and CEO until the next shareholders meeting.  Also on September 22, 2003, Mr. Harvinder Dhaliwal was replaced as a Director and the Companys Secretary and Treasurer by Mr. Derek Cooper.



September 24, 2003:  The Companys Board of Directors agreed to retain National Infosystems Inc., also known as Thornhill Advisors, as its financial and media relations counsel to develop a complete and wide-ranging financial, industry and investor awareness campaigns, as well as a comprehensive website.



---





Signature Page



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, thereunto duly authorized.







ENTERPRISE TECHNOLOGIES, INC.





/s/ Indy Panchi



Indy Panchi

CEO and President





/s/ Harmel S. Rayat



Harmel S. Rayat

Director and Chairman





/s/ Derek Cooper



Derek Cooper

Director, Secretary and Treasurer,

Principal Financial Officer





Dated:  November 5, 2003



---



Exhibit 31.1



CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



I, Indy Panchi, certify that:



|(1) |  | I have reviewed this quarterly report on Form 10-QSB of Enterprise Technologies, Inc. (the registrant);                                                                                                                                                                                                                                                    
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  |                                                                                                                                                                                                                                                                                                                                                              
|(2) |  | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                              
|(3) |  | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;                                                                      
|    |  |                                                                                                                                                                                                                                                                                                                                                              
|(4) |  | The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:



| | (a) |  | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;                                                                                              
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) |  | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;                                                            
| | (c) |  | Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and                                                                                                                                     
| | (d) |  | Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and



|(5) |  | The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |  |                                                                                                                                                                                                                                                                          
| | (b) |  | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.                                                                                               



|                        |  |     |  |                                                  
|----------------------- |  | --- |  | -------------------------------------------------
|Date:  November 5, 2003 |  | By: |  | /s/ Indy Panchi                                  
|                        |  |     |  | Indy Panchi
President and Chief Executive Officer



---



Exhibit 31.2



CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



I, Derek Cooper, certify that:



|(1) |  | I have reviewed this quarterly report on Form 10-QSB of Enterprise Technologies, Inc. (the registrant);                                                                                                                                                                                                                                                    
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  |                                                                                                                                                                                                                                                                                                                                                              
|(2) |  | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;                                                   
|    |  |                                                                                                                                                                                                                                                                                                                                                              
|(3) |  | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;                                                                      
|    |  |                                                                                                                                                                                                                                                                                                                                                              
|(4) |  | The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:



| | (a) |  | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;                                                                                              
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) |  | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;                                                            
| | (c) |  | Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and                                                                                                                                     
| | (d) |  | Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and



|(5) |  | The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |  |                                                                                                                                                                                                                                                                          
| | (b) |  | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.                                                                                               



|                        |  |     |  |                                         
|----------------------- |  | --- |  | ----------------------------------------
|Date:  November 5, 2003 |  | By: |  | /s/ Derek Cooper                        
|                        |  |     |  | Derek Cooper
Principal Financial Officer



---



Exhibit 32.1

Certification by the Chief Executive Officer pursuant to 18 U.S.C. 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



The undersigned hereby certifies that, to his knowledge, (i)the Form 10-QSB filed by Enterprise Technologies, Inc. (the Issuer) for the quarter ended September 30, 2003, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii)the information contained in that report fairly presents, in all material respects, the financial condition and results of operations of the Issuer on the dates and for the periods presented therein.



|                        |  |                               |  |                                                  
|----------------------- |  | ----------------------------- |  | -------------------------------------------------
|                        |  | ENTERPRISE TECHNOLOGIES, INC.
|                        |  |                               |  |                                                  
|Date:  November 5, 2003 |  | By:                           |  | /s/ Indy Panchi                                  
|                        |  |                               |  | Indy Panchi
President and Chief Executive Officer



Exhibit 32.2

Certification by the Chief Financial Officer pursuant to 18 U.S.C. 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



The undersigned hereby certifies that, to his knowledge, (i) the Form 10-QSB filed by Enterprise Technologies, Inc. (the Issuer) for the quarter ended September 30, 2003, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in that report fairly presents, in all material respects, the financial condition and results of operations of the Issuer on the dates and for the periods presented therein.



|                        |  |                               |  |                                         
|----------------------- |  | ----------------------------- |  | ----------------------------------------
|                        |  | ENTERPRISE TECHNOLOGIES, INC.
|                        |  |                               |  |                                         
|Date:  November 5, 2003 |  | By:                           |  | /s/ Derek Cooper                        
|                        |  |                               |  | Derek Cooper
Principal Financial Officer