SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                ----------------

                                   FORM 10-QSB

(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001.

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO _________.

                      Commission File Number: _____________

                            TOTAL ENTERTAINMENT INC.
                 ----------------------------------------------
                 (Name of Small Business Issuer in its Charter)

            INDIANA                                               35-1504940
-------------------------------                              -------------------
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization                                Identification No.)
                                                                 (Zip Code)

          1411 Peel Street, Suite 500, Montreal, Quebec, Canada H3A 1S5
          -------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (514) 842-6999
                           ---------------------------
                           (Issuer's telephone number)

         Check whether the issuer (1) filed all reports to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ]

         As of May 11, 2001, there were 58,388,443 shares of the issuer's common
stock outstanding.

         Transitional Small Business Disclosure Format (check one): Yes [ ]
No [X]
<PAGE>

                           Total Entertainment, Inc.

                                     Index

                                                                          Page

PART I. Financial Information (Unaudited)

Condensed Consolidated Balance Sheets
  December 31, 2000 and March 31, 2001 (Unaudited)                             3

Condensed Consolidated Statements of Operations
  Three Months Ended March 31, 2001 and 2000 (Unaudited)                       4

Condensed Consolidated Statements of Cash Flows
  Three Months Ended March 31, 2001 and 2000 (Unaudited)                       5

Notes to Condensed Consolidated Financial Statements                      6 -  8

Management's Discussion and Analysis of Financial
  Condition and Results of Operations                                     9 - 11

PART II. Other Information                                                    12

Signatures                                                                    14

                                       2
<PAGE>
                   PART I. Financial Information (Unaudited)

                   Total Entertainment, Inc. and Subsidiaries

                           Consolidated Balance Sheet

                   as at March 31, 2001 and December 31, 2000



                                                     December 31,    March 31,
                                                         2000           2001
                                                                    (unaudited)
                                                     -----------    -----------
ASSETS

Current assets
   Cash                                              $       369    $     9,371
   Accounts receivable                                   317,455        265,391
   Prepaid expenses and other receivables                275,750         69,500
                                                     -----------    -----------
        Total current assets                             593,574        344,262

Property and equipment
   Computer equipment                                    351,048        354,893
   Other furniture and fixtures                           48,845         49,506
                                                     -----------    -----------
                                                         399,893        404,399
   Less accumulated depreciation                         176,248        205,307
                                                     -----------    -----------
                                                         223,645        199,092
Other assets
   Deferred licensing fees, net                          112,235        101,014
   Note receivable from NetForFun                        114,698        114,698
   Other assets                                           41,282         41,282
                                                     -----------    -----------

                                                     $ 1,085,434    $   800,348
                                                     ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current liabilities
   Accounts payable and accrued liabilities          $   224,506    $   202,482
   Customer account deposits                             211,118        250,075
   Current maturities of capital lease
      obligations                                         21,560         15,652
   Deferred compensation                                 880,000        880,000
   Due to directors and stockholders                     272,197        257,252
                                                     -----------    -----------
         Total current liabilities                     1,609,381      1,605,461

Capital lease obligations, less current
   maturities                                              4,999          6,195

Stockholders' equity (deficiency)
   Common stock, $.001 par value; authorized,
   200,000,000 shares; issued and outstanding;
   58,388,443 shares at December 31,2000 and
   March 31,2001                                          58,388         58,388
   Additional paid-in capital                          2,684,695      2,684,695
   Accumulated deficit                                (3,272,029)    (3,554,391)
                                                     -----------    -----------
                                                        (528,946)      (811,308)
                                                     -----------    -----------

                                                     $ 1,085,434    $   800,348
                                                     ===========    ===========

                                        3
<PAGE>

                    Total Entertainment Inc. and Subsidiaries

                      Consolidated Statement of Operations

                   Three months ended March 31, 2001 and 2000
                                   (unaudited)

                                                    March 31,        March 31,
                                                      2000             2001
                                                  ------------     ------------
Income
   Gaming revenues, net                           $    162,684     $    791,673
   Hosting fees and commissions                         47,250               --
                                                  ------------     ------------
                                                       209,934          791,673

Costs and expenses
   Cost of operations                                  132,297          401,838
   Research and development                             18,008           44,014
   Selling, general and administrative                 259,806          599,124
   Depreciation and amortization                        24,512           29,059
                                                  ------------     ------------
                                                       434,623        1,074,035
OTHER INCOME
   Sale of website                                     564,681               --
                                                  ------------     ------------
NET INCOME (LOSS) FOR THE PERIOD                  $    339,992     $   (282,362)
                                                  ============     ============
Income (loss) per common share
   Basic                                          $        .01     $        .00
   Diluted                                        $        .00     $        .00

Weighted-average shares outstanding used
   in computing income (loss) per common
   share

      Basic                                         57,388,443       58,388,433
                                                  ============     ============
      Diluted                                       83,632,610       58,388,433
                                                  ============     ============

                                        4
<PAGE>

                    Total Entertainment Inc. and Subsidiaries

                      Consolidated Statement of Cash Flows

                   three months ended March 31, 2001 and 2000
                                   (unaudited)

                                                          March 31,   March 31,
                                                            2000        2001
                                                          --------    --------
Cash flows from operating activities
   Net income (loss)                                        339,992    (282,362)
   Adjustments to reconcile net income (loss) to
     net cash provided by (used in) operating
     activities
       Amortization of deferred licensing fees               78,984      11,221
       Depreciation and amortization                         24,512      29,059
       Gain on sale of website                             (100,000)         --
       Deferred income                                     (464,681)         --
       Increase (decrease) in cash from changes in
          operating assets and liabilities
            Accounts receivable                             (21,541)     52,064
            Prepaid expense and other                            --     206,250
            Accounts payable and accrued liabilities        (88,079)    (22,024)
            Customer account deposits                       (87,374)     38,957
            Deferred compensation                            85,000          --
                                                           --------    --------
               Net cash provided by (used in)
                 operating activities                      (233,187)     33,165

Cash flows from investing activities
   Purchase of computers and equipment                       (6,379)     (4,506)
   Proceeds from sale of website                            100,000          --
                                                           --------    --------
               Net cash provided by (used in)
                 operating activities                       (93,621)     (4,506)

Cash flows from financing activities
   Principal payments on capital leases                     (22,327)     (4,712)
   Advances from (repayments to) directors and
     stockholders, net                                      155,000     (14,945)
                                                           --------    --------
        Net cash provided by (used in) financing
          activities                                        132,673     (19,657)
                                                           --------    --------

        NET INCREASE (DECREASE) IN CASH                      (6,893)      9,002

Cash at beginning of period                                  23,865         369
                                                           --------    --------

Cash at end of period                                        16,972       9,371
                                                           ========    ========


                                        5
<PAGE>

                            TOTAL ENTERTAINMENT, INC.
              CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE A - Summary of Accounting Policies

         The unaudited interim financial statements of Total Entertainment, Inc.
and Subsidiaries (the "Company") have been prepared in accordance with
accounting principles generally accepted in the United States of America and
rules and regulations of the Securities and Exchange Commission for interim
financial information. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles of complete
financial statements.

         In the opinion of the Company's management, the accompanying unaudited
financial statements contain all adjustments (consisting of normal recurring
entries) necessary to present fairly the financial position as of March 31, 2001
and the results of operations for the three month period ended March 31, 2001
and 2000 and cash flows for the three months ended March 31, 2001 and 2000,
respectively.

         The accounting policies followed by the Company are set forth in Note A
of the Company's financial statements as contained in the Form 10-KSB for the
year ended December 31, 2000 filed with the Securities and Exchange Commission.
The Form 10-KSB contains additional data and information with respect to
intangible assets, stock option plans, reserved shares, income taxes,
commitments and contingencies, and other items and is incorporated by reference.

         The results reported for the three month period ended March 31, 2001
are not necessarily indicative of the results of operations which may be
expected for a full year.

                                        6
<PAGE>

NOTE B - RECENT DEVELOPMENTS

Agreement with North Star Advertising, Inc.

         During 2000, the Company entered into a transaction whereby 1,000,000
common shares were issued to Northstar Advertising Inc. ("Northstar") in
exchange for consulting services for internet-based advertising through July 31,
2001. The Company recorded the value of the advertising to be received based
upon the quoted market value of the common shares at the date of issuance, which
amounted to $225,000. Northstar fulfilled its obligations pursuant to the
agreement in the first quarter of 2001. Accordingly, the balance of prepaid
advertising of approximately $200,000 was expensed in the first quarter of 2001.

NOTE C - NET INCOME (LOSS) PER COMMON STOCK

         The Company computes earnings (loss) per share in accordance with
Statement of Financial Accounting Standards No. 128 Earnings per Share (SFAS
128) which specifies the compilation, presentation and disclosure requirements
for earnings per share for entities with publicly held common stock or
instruments which are potentially common stock.

         Basic earnings (loss) per common share is determined by dividing the
net income by the weighted average number of shares of common stock outstanding.
Diluted earnings per common share is determined by dividing the net income
(loss) by the weighted number of shares outstanding and dilutive common
equivalent shares from stock options and warrants. In the first quarter of 2001,
69,250,000 options were not included in the loss per share calculation because
their effect was antidilutive.

                                         Three Months Ended   Three Months Ended
                                           March 31, 2000       March 31, 2001
                                           --------------       --------------

Basic Shares                                 57,388,433           58,388,433

Dilution:  Stock Options                     26,244,167                   --
                                             ----------           ----------
Diluted Shares                               83,632,610           58,388,443
                                             ==========           ==========

Income (loss) available to
   Common shareholders                          339,992             (282,362)

Basic earnings (loss) per share              $      .01           $      .00
Diluted earnings (loss) per share            $      .00           $      .00


NOTE D - RELATED PARTY TRANSACTIONS

1.   Deferred Compensation

         A total of $880,000 in deferred compensation was accrued for the
officers of the Company from the start of operations in 1998 to December
31,2000. The deferred salaries will be paid to such persons in cash or stock of
the Company at such future time as each officer may elect by written notice to
the Board of Directors of the Company. Starting January 1,2001, officers'
salaries were paid in cash.


2.   Due to Directors and stockholders

         Intercapital Asset Management Inc., an entity which is controlled by
the Company's President and Chief Executive Officer, was owed a total of $98,000
by the Company as at March 31,2001. This amount is included in due to Directors
and Stockholders. The amount advanced bears no interest and has no scheduled
repayment terms.

         From time to time, directors and stockholders of the Company have
directly paid certain Company expenses. Such transactions have been recorded as
due to directors and stockholders, and do not bear interest. There are no
scheduled terms of repayment of such amounts.

                                        7
<PAGE>

NOTE E - COMMITMENTS AND CONTINGENCIES

1.   Legislative Risks and Uncertainties

     The Company and its subsidiaries are subject to applicable laws in the
     jurisdictions in which they operate or offer services. While some
     jurisdictions have attempted to restrict or prohibit Internet gaming, other
     jurisdictions, such as several Caribbean countries, Australia and certain
     native Indian territories, have taken the position that Internet gaming is
     legal and/or have adopted, or are in the process of reviewing, legislation
     to regulate Internet gaming in such jurisdictions. As companies and
     consumers involved in Internet gaming are located around the globe, there
     is uncertainty regarding exactly which government has jurisdiction or
     authority to regulate or legislate with respect to various aspects of the
     industry. Furthermore, it may be difficult to identify or differentiate
     gaming-related transactions from other Internet activities and link those
     transmissions to specific users, in turn making enforcement of legislation
     aimed at restricting Internet gaming activities difficult. The uncertainty
     surrounding the regulation of Internet gaming could have a material adverse
     effect on the Company's business, revenues, operating results and financial
     condition.

     Pending United States Legislation and Other Existing Laws

     Governments in the United States or other jurisdictions may in the future
     adopt legislation that restricts or prohibits Internet gambling. After
     previous similar bills failed to pass in 1998, in November, 1999, the
     United States Senate passed a bill intended to prohibit and criminalize
     Internet gambling (other than certain state regulated industries). A
     similar bill failed to pass the United States House of Representatives.
     There can be no assurance as to whether the Senate bill or any similar bill
     will become law.

     In addition, existing in U.S. Federal statutes and state laws could be
     construed to prohibit or restrict gaming through the use of the Internet,
     and there is a risk that government authorities may view the Company as
     having violated such statutes or laws, notwithstanding the Company's gaming
     licenses issued to Intercapital Global by the governments of Honduras,
     Costa Rica and the Dominican Republic. Several State Attorney Generals and
     court decisions have upheld the applicability of state anti-gambling laws
     to Internet casino companies.

     Accordingly, there is a risk that criminal or civil proceedings could be
     initiated in the United States or other jurisdictions against the Company
     and/or its employees, and such proceedings could involve substantial
     litigation expense, penalties, fines, diversion of the attention of key
     executives, injunctions or other prohibitions being invoked against the
     Company and/or its employees. Such proceedings could have a material
     adverse effect on the Company's business, revenues, operating results and
     financial condition.

     In addition, as electronic commerce further develops, it may generally be
     subject to government regulation. Current laws which pre-date or are
     incompatible with Internet electronic commerce may be enforced in a manner
     that restricts the electronics commerce market. Any such developments could
     have a material adverse effect on the Company's business, revenues,
     operating results and financial condition.

     The Company intends to minimize the potential legal risks by continuing to
     conduct its Internet business from offshore locations that permit online
     gaming and by increasing its marketing efforts in Asia and other foreign
     jurisdictions. There is no assurance, however, that these efforts will be
     successful in mitigating the substantial legal risks and uncertainties
     associated with the Company's internet gaming business.

                                       7
<PAGE>

2.   Litigation

     On October 11, 1999, the Company filed a demand for arbitration (the
     "Statement of Claim") with the American Arbitration Association in Chicago,
     Illinois (the "AAA Action") against Robert W. Knoblock, Carole Knoblock and
     Jille Knoblock (collectively, the "Respondents"), the officers, directors
     and/or principal shareholders of Kit Farms Inc ("Kit"), predecessor to the
     Company. Specifically, the Company and another claimant (the "Claimants")
     allege that in connection with the January 1998 reverse merger between Kit
     and Mint Energy Inc, a former subsidiary of the company, the Respondents
     breached certain representations and warranties they made in connection
     with the outstanding number of shares and/or fraudulently misrepresented
     the outstanding number of shares of Kit. The Claimants are seeking damages
     of $2,700,000 plus interest, costs and attorney fees.

     On November 15, 1999, the Respondents filed an answer and motion to dismiss
     the Statement of Claim and have asserted various defenses in connection
     therewith. In connection with their defense of the AAA Action, on December
     8, 1999, the Respondents filed a separate action against the Claimants in
     the Porter Superior Court in Indiana (the "State Court Action"). In the
     State Court Action, the Respondents are seeking damages in excess of $5.5
     million arising from the Company's refusal to remove restrictive legends on
     certain Company common stock certificates held by the Respondents. The
     Company moved to compel arbitration of the claims brought in the State
     Court Action and such motion was denied. The Company chose not to appeal
     the decision and has asserted its claim set forth in the AAA action as
     counterclaims in the State Court Action. In the state Court Action, the
     respondents have also brought a claim against the Company's transfer agent,
     Equity Transfer Services Inc. In turn, Equity transfer has cross-claimed
     against the Company for defense costs and indemnification. All parties in
     the state Court Action are currently engaged in discovery. Counsel for the
     respondents have withdrawn from the State Court Action and Respondents had
     not, as of May 11,2001, retained new counsel.

     The Company and its subsidiaries are a party to various claims and
     litigation arising in the normal course of conducting its business. The
     Company believes that these matters, taken individually, or in the
     aggregate, would not have a material adverse impact on the Company's
     financial position or results of operations.

3.   Liquidity

     The accompanying financial statements have been prepared in conformity with
     generally accepted accounting principles, which contemplate continuation of
     the Company as a going concern. We have a deficiency in working capital of
     approximately $1,261,199 as at March 31, 2001. We have also incurred a loss
     from operations in all periods since inception. There are also legislative
     risks and uncertainties regarding online casinos, and certain litigation
     against the Company; the cost of defending such actions could be
     significant. We have financed our operations to date primarily through the
     deferral of officers' salaries to December 31,2000, advances made by
     affiliates, advances made by SGL pursuant to a working capital loan
     agreement, and the proceeds of the sale of our Slotsvegas site.

     We may seek additional funding through public or private financing or other
     arrangements. Adequate funds may not be available when needed or may not be
     available on terms acceptable to us. If additional funds are raised by
     issuing equity securities, dilution to existing stockholders could result.
     If funding is insufficient at any time in the future, we may be unable to
     develop or enhance our products and services, take advantage of business
     opportunities or respond to competitive pressures, any of which could have
     a material adverse effect on our business, financial condition and results
     of operations.

                                        8
<PAGE>

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


         The following discussion of the financial condition and results of our
operations should be read in conjunction with our financial statements and
related notes appearing elsewhere in this Form 10-QSB and Form 10-KSB for the
year ended December 31, 2000. Except for the historical information contained
herein, the discussion in this Form 10-QSB contains forward-looking statements
that involve risks, uncertainties and assumptions such as statements of our
plans, objectives, expectations and intentions. The cautionary statements made
in this Form 10-QSB should be read as being applicable to all related forward-
looking statements wherever they appear in this document. The actual results,
levels of activity, performance, achievements and prospects could differ
materially from those discussed below. Factors that could cause or contribute to
such differences include those discussed elsewhere in this Form 10-QSB.

Overview

         From 1996 through August 1998, we were considered a development stage
company. On September 12, 1998, we launched the www.theonlinecasino.com Web site
and began generating revenues. In the two fiscal years ended December 31, 2000,
we continued these initial activities and also focused on:

                o  Increasing marketing activities;

                o  Launching new online gaming Web sites;

                o  Implementing improved gaming software;

                o  Improving the functionality and appearance of the Web sites;
                           and

                o  Enhancing our financial, infrastructure and
                   administrative capabilities.

         We intend to continue to increase our marketing and administrative
activities, and to increase other operating expense as required to build our
business. In the first quarter of 2001, we focused our activities on the
following:

         o    Engaging qualified personnel to refine our web sites;

         o    Testing and refining various aspects of new software for the
              Casino and Sportsbook operations;

         o    Marketing to existing and potential customers

         o    Increasing our staff and remunerating the officers of the Company
              in cash.

         We have incurred significant losses and negative cash flows from
operations since inception due to the initial research, technology
infrastructure development and starting of our business. Our revenues have not
been sufficient to cover our expenses to date. In order to significantly
increase revenues we will be required to incur significant advertising and
promotional expenses. We anticipate additional revenues to occur in the fall and
winter months, when wagering on professional and college football and, to a
lesser extent basketball, and internet gaming activities as a whole, are
expected to be at their highest levels. In anticipation of an expansion of our
operations, we have recently employed additional management personnel. We intend
to employ additional personnel in such areas as sales, technical support and
finance. These actual and proposed increases in personnel will significantly
increase our selling, general and administrative expenses.

         Our limited operating history and the uncertain nature of the markets
we address or intend to address make prediction of our future results of
operations difficult. Our operations may never generate significant revenues,
and we may never achieve profitable operations. Our quarterly and annual
operating results are likely to fluctuate significantly in the future due to a
variety of factors, including the seasonal effects of the Sportsbook operation,
many of which are outside our control.

                                        9
<PAGE>

Results of Operations

         Revenues. Net revenues in the quarter ended March 31, 2001 were
approximately $792,000, while in the quarter ended March 31, 2000, revenues were
approximately $210,000. Our revenues are recognized upon completion of the
sporting event or game of chance. Sporting event revenues have a strong
seasonality towards U.S. professional and college football and basketball
seasons in the fall and winter months. The net revenue from the Casino for the
quarter ended March 31, 2001 was approximately 248% more than the comparable
2000 quarter due to a higher volume and winning percentage. The higher volume is
attributable, in part to an advertising campaign designed to increase traffic to
our website. Net revenues from the Sportsbook operations were approximately
$423,000 and $189,000 for the quarter ended March 31, 2001 and 2000
respectively, due to the higher volume. Substantially all of the Sportsbook
revenues occur, historically, in the first and fourth quarters of the year when
both gross volume and the hold (net winnings percentage by the Company) were
higher than in subsequent quarters. The hold on baseball games in the summer
months is typically less than the hold for football games. The volume of
wagering was significantly higher in the first quarter, due in part to the
seasonal effect of online activity, which usually increases in the winter
months.

         Cost of Operations. Cost of operations consists primarily of software
licensing and maintenance costs, royalty payments, credit card processing fees,
complimentary and bonus dollars and internet service provider costs. For the
quarter ended March 31, 2001 such cost amounted to $402,000 as compared to
$132,000 in 2000.The increases are a result of the increased volume of business,
incentives granted to attract a higher volume of customers, and higher software
licensing costs for both our owned and managed websites.

         Research and Development Expenses. Research and development expenses
consist principally of costs associated with the development and implementation
of the Web sites, developing a methodology for online gaming and investigating
the development of certain software products. Total expenses in the quarters
ended March 31, 2001 and 2000 were approximately $44,000 and $18,000,
respectively.

         General and Administrative Expenses. General and administrative
expenses consist primarily of salary costs, telecommunication, travel and other
administrative costs including professional service fees. Total general and
administrative expenses for the three months ended March 31, 2001 and 2000 were
approximately $599,000 and $260,000, respectively. The increase in costs were
due to the efforts to increase the size of the business and administer the
expanded volume, and included higher advertising, including advertising relating
to the Northstar agreement (see Note B), and salary expenses.

         Depreciation and Amortization. Depreciation and amortization expenses
consist primarily of the depreciation of furniture and in-house computers,
servers and telecommunications equipment. Total depreciation and amortization
expense was approximately $29,000 and $24,000 for the quarters ended March 31,
2001 and 2000, respectively. The increase reflects the higher volumes of
equipment owned.

         Income Taxes. We have incurred net losses for each period from
inception through 1999 and recorded a modest profit in 2000. Since we have not
yet filed our 1996 through 2000 tax returns for Mint and affiliates and Total
Entertainment Inc., losses generated in prior years may not be available. We are
expecting to file such tax returns in the near future, which could yield
approximately $2,000,000 of net operating loss carry forwards as of December 31,
2000 for United States federal income tax purposes, which will expire in the
year 2018. Due to the uncertainty of obtaining such benefits and of future
profitability, a valuation allowance equal to the deferred tax assets has been
recorded for such carry forwards. Changes in ownership resulting from
transactions among our stockholders and sales of common stock by us, may limit
the future annual realization of the tax net operating loss carry forwards under
Section 382 of the Internal Revenue Code of 1986.

                                       10
<PAGE>

Liquidity and Capital Resources.

         The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplate continuation of
the Company as a going concern. We have a deficiency in working capital of
approximately $1,261,199 as at March 31, 2001. We have also incurred a loss from
operations in all periods since inception. There are also legislative risks and
uncertainties regarding online casinos, and certain litigation against the
Company; the cost of defending such actions could be significant. We have
financed our operations to date primarily through the deferral of officers'
salaries to December 31,2000, advances made by affiliates, advances made by SGL
pursuant to a working capital loan agreement, and the proceeds of the sale of
our Slotsvegas site.

         Net cash provided by (used in) operating activities was approximately
$33,000 and ($233,000) for the quarters ended March 31, 2001 and 2000. The
improvement was made possible by the collection of receivables and higher
customer deposits, offset by the fact that officers' salaries are no longer
being deferred.

         During the first quarter of 2000, we borrowed funds totaling $155,000
from directors and stockholders to fund our operations under short-term advances
without fixed repayment terms. Repayments on these advances totaled
approximately $15,000 for 2001. We also received $100,000 from the sale of the
remaining 50% interest in the slotsvegas website to Netforfun.

         Our material capital commitments consist of obligations under
facilities and operating leases. We anticipate that we will experience an
increase in our capital expenditures and lease commitments consistent with our
anticipated growth in operations, infrastructure and personnel. We anticipate
devoting additional resources to building the strength of our brand name,
through increased marketing and sales efforts. We have used our common stock
where possible to obtain required products and services without using cash.
During the year 2001, we expect to use the barter method of doing business with
several companies to increase our advertising efforts without putting further
strain on our cash flows.

         We may seek additional funding through public or private financing or
other arrangements. Adequate funds may not be available when needed or may not
be available on terms acceptable to us. If additional funds are raised by
issuing equity securities, dilution to existing stockholders could result. If
funding is insufficient at any time in the future, we may be unable to develop
or enhance our products and services, take advantage of business opportunities
or respond to competitive pressures, any of which could have a material adverse
effect on our business, financial condition and results of operations.

                                       11
<PAGE>

                            PART II-OTHER INFORMATION

Item 1.  Legal Proceedings

         Please refer to Note E, item 2, of the Condensed Notes to Consolidated
Financial Statements and the Company's report on Form 10-KSB for the year ended
December 31,2000 for a description of the material legal proceedings in which
the Company is involved.

Item 2.  Changes in Securities and Use of Proceeds

         NOT APPLICABLE

Item 3.  Defaults upon Senior Securities

         NOT APPLICABLE

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

         NOT APPLICABLE

Item 5.  Other Information

         NOT APPLICABLE



                                       12
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits

         3.1      Certificate of Incorporation and amendments*
         3.2      Bylaws
         10.1     Merger Agreement dated November 17, 1997 entered into between
                  Mint Energy Corporation and Kit Farms Inc., as amended by the
                  First Amendment thereto dated January 15, 1998, and Plan of
                  Merger/Exchange dated January 23, 1998*
         10.2     License Agreements dated April 9, 1999 and June 23, 1999
                  between Intercapital Global Fund, Ltd. and Online Gaming
                  Systems, Ltd (f/k/a. Atlantic International Entertainment,
                  Ltd.), and related Software Support Maintenance Agreements*
         10.3     Amended and Restated Purchase Agreement dated May 5, 1999
                  between Intercapital Global Fund, Ltd. and Summerhill Gaming
                  Limited*
         10.4     Agreement dated August 18, 1998 between Intercapital Global
                  Fund, Ltd. and MPACT Immedia Transaction Services Ltd.*
         10.5     Equipment Lease Agreement dated August 18, 1999 between Total
                  Entertainment Canada, Ltd. (formerly Intercapital Canada Ltd.)
                  and Dell Financial Services Canada Limited*
         10.6     Lease Agreement dated June 22, 1999 between Marine Properties
                  Ltd., as Landlord, and Total Entertainment Canada, Ltd.
                  (formerly Intercapital Canada Ltd.), as Tenant*
         10.7     Lease Agreement dated July 30, 1999 between Devonshire House,
                  Ltd., as Landlord, and Intercapital Global Fund, Ltd., as
                  Tenant*
         10.8     Revolving Credit Note dated May 5, 1999 payable to Summerhill
                  Gaming Limited*
         10.9     Marketing and License Agreement dated January 14, 2000 between
                  Intercapital Global and Online Gaming Systems, Ltd.**
         10.10    Information Services Provider Agreement dated February 1, 2000
                  between Intercapital Global and Caribbean Entertainment
                  International, S.A.**
         10.11    Purchase Agreement dated March 1, 2000 between Intercapital
                  Global and Netforfun.com Inc., and related Software Support
                  Maintenance Agreement**
         10.12    Agreement with Summerhill Gaming Limited dated March 24, 2000
                  regarding debt to equity conversion**
         10.13    Agreement with Discount Charge Card, Ltd. dated June 13, 2000
                  regarding provision of advertising media and related
                  cross-guaranty of parent companies***
         10.14    Agreement with Northstar Advertising, Inc. regarding provision
                  of public relations services***


* Incorporated by reference from the Company's Form 10-SB Registration Statement
dated December 14, 1999.
** Incorporated by reference from the Company's Form 10-KSB Annual Report for
the year ended December 31, 1999.
*** Incorporated by reference from the Company's Form 10-KSB Annual Report for
the year ended December 31, 2000.

         (c) No reports on Form 8-K were filed during the quarter for which this
report is filed.

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<PAGE>

                                   SIGNATURES

         In accordance with the Securities Exchange Act of 1934, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                       TOTAL ENTERTAINMENT INC.


Date: May 15, 2001                     By /s/ Sandy J. Masselli, Jr.
                                       -----------------------------------------
                                       Sandy J. Masselli, Jr.,
                                       Chairman of the Board and Chief Executive
                                       Officer

Date: May 15, 2001                     By /s/ Paul A. Trudel
                                       -----------------------------------------
                                       Paul A. Trudel
                                       Principal Financial Officer


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