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, 2002.

[ ]  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 17, 2002, 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, 2001 and March 31, 2002 (Unaudited) .......................     3

Condensed Consolidated Statements of Operations
  Three Months Ended March 31, 2002 and 2001 (Unaudited) .................     4

Condensed Consolidated Statements of Cash Flows
  Three Months Ended March 31, 2002 and 2001 (Unaudited) .................     5

Notes to Condensed Consolidated Financial Statements .....................  6-10

Management's Discussion and Analysis of Financial
  Condition and Results of Operations .................................... 11-13

PART II. Other Information ...............................................    13

Signatures ...............................................................    15

                                        2
<PAGE>

                    PART I. Financial Information (Unaudited)

                   Total Entertainment, Inc. and Subsidiaries

                           Consolidated Balance Sheet

                   as at March 31, 2002 and December 31, 2001


                                                     December 31,    March 31,
                                                         2001           2002
                                                                    (unaudited)
                                                     -----------    -----------
ASSETS

Current assets
   Cash                                              $    20,416    $     3,482
   Accounts receivable                                   232,527        159,236
                                                     -----------    -----------
        Total current assets                             252,943        162,718

Property and equipment
   Computer equipment                                    354,893        354,893
   Other furniture and fixtures                           48,845         48,845
                                                     -----------    -----------
                                                         403,738        403,738
   Less accumulated depreciation                         304,310        321,971
                                                     -----------    -----------
                                                          99,428         81,767
Other assets
   Note receivable from NetForFun                        124,717         50,823
   Other assets                                           41,282         41,282
                                                     -----------    -----------

                                                     $   518,370    $   336,590
                                                     ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current liabilities
   Accounts payable and accrued liabilities          $   348,004    $   273,971
   Customer account deposits                             373,381        333,804
   Current maturities of capital lease
      obligations                                         11,264          6,245
   Deferred compensation                               1,061,050      1,078,550
   Due to directors and stockholders                     354,965        411,755
                                                     -----------    -----------
         Total current liabilities                     2,148,664      2,104,325

Stockholders' equity (deficiency)
   Common stock, $.001 par value; authorized,
   200,000,000 shares; issued and outstanding;
   58,388,443 shares at December 31,2001 and
   March 31,2002                                          58,388         58,388
   Additional paid-in capital                          2,684,695      2,684,695
   Accumulated deficit                                (4,373,377)    (4,510,818)
                                                     -----------    -----------
                                                      (1,630,294)    (1,767,735)
                                                     -----------    -----------

                                                     $   518,370    $   336,590
                                                     ===========    ===========

                                        3
<PAGE>

                    Total Entertainment Inc. and Subsidiaries

                      Consolidated Statement of Operations

                   Three months ended March 31, 2002 and 2001
                                   (unaudited)


                                                    March 31,        March 31,
                                                      2001             2002
                                                  ------------     ------------
Income
   Gaming revenues                                $    791,673     $    533,766
   Less: Chargebacks                                    23,528           12,482
         Complimentary and bonus                       208,186          120,826
                                                  ------------     ------------
Gaming Revenues, net                                   559,959          400,458

Costs and expenses
   Cost of operations                                  170,124          108,529
   Research and development                             44,014               --
   Selling, general and administrative                 599,124          411,709
   Depreciation and amortization                        29,059           17,661
                                                  ------------     ------------
                                                       842,321          537,899
                                                  ------------     ------------
NET INCOME (LOSS) FOR THE PERIOD                  $   (282,362)    $   (137,441)
                                                  ============     ============
Income (loss) per common share
   Basic                                          $       (.00)    $       (.00)
   Diluted                                        $       (.00)    $       (.00)

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

      Basic                                         58,388,443       58,388,443
                                                  ============     ============
      Diluted                                       58,388,443       58,388,443
                                                  ============     ============

                                        4
<PAGE>

                    Total Entertainment Inc. and Subsidiaries

                      Consolidated Statement of Cash Flows

                   three months ended March 31, 2002 and 2001
                                   (unaudited)


                                                           March 31,   March 31,
                                                             2001        2002
                                                           --------    --------
Cash flows from operating activities
   Net income (loss)                                       (282,362)   (137,441)
   Adjustments to reconcile net income (loss) to
     net cash provided by (used in) operating
     activities
       Amortization of deferred licensing fees               11,221          --
       Depreciation and amortization                         29,059      17,661
       Increase (decrease) in cash from changes in
          operating assets and liabilities
            Accounts receivable                              52,064      73,291
            Prepaid expense and other                       206,250          --
            Accounts payable and accrued liabilities        (22,024)    (74,033)
            Customer account deposits                        38,957     (39,577)
            Deferred compensation                                --      17,500
                                                           --------    --------
               Net cash provided by (used in)
                 operating activities                        33,165    (142,599)

Cash flows from investing activities
   Purchase of computers and equipment                       (4,506)         --
   Payments received on Note Receivable                          --      73,894
                                                           --------    --------
               Net cash provided by (used in)
                 investing activities                        (4,506)     73,894

Cash flows from financing activities
   Principal payments on capital leases                      (4,712)     (5,019)
   Advances from (repayments to) directors and
     stockholders, net                                      (14,945)     56,790
                                                           --------    --------
       Net cash provided by (used in) financing
          activities                                        (19,657)     51,771
                                                           --------    --------

       NET INCREASE (DECREASE) IN CASH                        9,002     (16,934)

Cash at beginning of period                                     369      20,416
                                                           --------    --------

Cash at end of period                                         9,371       3,482
                                                           ========    ========

                                        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, 2002
and the results of operations for the three month period ended March 31, 2001
and 2002 and cash flows for the three months ended March 31, 2001 and 2002,
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, 2001 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, 2002
are not necessarily indicative of the results of operations which may be
expected for a full year.


NOTE B - NETFORFUN TRANSACTIONS

         When the Company sold its remaining interest in www.slotsvegas.com
website in 2000, we received common stock of Netforfun and a note receivable. In
January 2002 Netforfun was taken over by Spectrafax. The Netforfun common stock
related to sale of www.slotsvegas.com in 2000 was replaced by 1,800,000 shares
of Spectrafax common stock. The Company received approximately $74,000 from the
sale of 1,275,000 shares of Spectrafax during the quarter ended March 31, 2002,
which has been accounted for as a reduction of the note receivable from
Netforfun.

         The Company has not recognized any value of its holdings of Spectrafax
common stock due to the uncertainty of the valuation of the common stock upon
receipt of Netforfun common stock in 2000.

                                        6
<PAGE>

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 quarters of 2002
and 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, 2001       March 31, 2002
                                           --------------       --------------

Basic Shares                                 58,388,443           58,388,443
                                             ==========           ==========

(Loss) available to
   Common shareholders                         (282,362)            (137,441)

Basic (loss) per share                       $     (.00)          $     (.00)


NOTE D - RELATED PARTY TRANSACTIONS

1.   Deferred Compensation

         Sandy Masselli, together with certain other senior officers and
employees of the Company, have agreed to defer their annual salaries until such
time as determined by the relevant officer, without interest and not funded. The
deferred salaries shall be paid to such persons in cash or stock of the Company
at such future time as each person may elect by written notice to the Company.
The total amount of deferred officer salaries at March 31, 2002 was
approximately $1,079,000. During the quarter ended March 31, 2002, $67,500 of
officers salaries were paid in cash and $17,500 was deferred.

2.   Due to Directors and stockholders

         Intercapital Asset Management Inc., an entity which is controlled by
the Company's Chief Executive Officer, was owed a total of $86,000 by the
Company as at March 31,2002. 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.

         On March 8, 2001, the government of the United Kingdom (UK) announced
that effective January 1, 2002, the current 6.75% betting duty that is passed
onto a player, and 9% total betting duty, will be eliminated. The UK government
believed that this tax reform was necessary for UK companies to compete with the
offshore market, which already offers bettors duty free gambling, and to help
regulate the UK bookmaking industry. The reform is also intended to bring home
major UK bookmakers who have fled to offshore tax havens such as Gibraltar,
Malta, Antigua and Alderney. A UK government issued Bookmakers Permit will be
required to accept wagers. Currently, a UK based bookmaker may operate an
Internet bookmaking site, but must collect the betting duty. This reform is
expected to make the UK the hub of gaming. It is predicted that their official
entry into online gaming could put pressure on the United States and other
entities toward regulating the industry. The Company plans to apply for a UK
Bookmakers Permit.


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.

                                        8
<PAGE>

         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.

2.   Litigation

         KNOBLOCK LITIGATION
         -------------------
         Robert W. Knoblock, Carole Knoblock and Jille Knoblock, officers,
directors and/or principal shareholders of Kit, predecessor to the Company, have
filed a lawsuit against the Company and certain affiliates. The lawsuit arises
out of a January 1998 reverse merger between Kit and Mint and restrictive
legends on certain Company stock certificates issued to the Knoblocks in
connection with this merger. The Knoblocks claim that they are shareholders and
that the restrictive legends are improper as a matter of law, and that the
Company and other defendants are liable to them, under different theories, for
failure to remove the restrictive legends. Some defendants are defendants for
purposes of some counts, but not others. There is another count raised against
defendant S. Masselli only, for payment under a $175,000 promissory note, but
the Company is not a defendant to that claim. Plaintiffs seek more than $5.5
million in damages, in addition to prejudgment interest, punitive damages and
attorney's fees. Defendant Equity Transfer Services, Inc., the Company's stock
transfer agent, also filed a cross-claim against the Company for defense costs
and indemnification.

         The Company denies the claims, and has filed a counterclaim. The
Company's counterclaim is based on a claim that plaintiffs represented that only
12,000,000 shares were outstanding at the time of the merger, when more than
40,000,000 shares were outstanding. The Company seeks $2.7 in damages, in
addition to prejudgment interest, punitive damages and attorney's fees. The
facts of the case are not clearly established because discovery has been
limited. The case stalled when plaintiffs' counsel withdrew and one of the
plaintiffs died. New counsel appeared last fall. The trial, which was set for
January 2002, was continued, and no new date has been set. The parties have been
ordered to mediation, but a date has not been set. A summary judgment motion was
filed on the promissory note claim against defendant S. Masselli, and his
response was filed on May 3, 2002. The hearing will be held on May 30, 2002. It
is premature to predict the outcome of this lawsuit.

                                        9
<PAGE>

         DISCOUNT CHARGE CARD LIMITED
         ----------------------------
         Discount Charge Card Limited ("DCC") filed an arbitration proceeding
against the Company and Intercapital Global in state court in Florida alleging
breach of contract. In turn, the Company and Intercapital Global have filed an
action, in state court in Florida, asserting that DCC and other parties violated
agreements with the Company and Intercapital Global, as well as committed fraud.
Both matters are currently pending. DCC is seeking damages of $400,000 in the
arbitration proceeding. The damages under the Company's state court
counter-claim have not yet been ascertained.

         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.

         Although the Company's management believes it has meritorious defenses,
there can be no assurance that the company will prevail. If the Company does not
prevail, it may have a material adverse impact of the financial condition of the
Company.

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 $1,942,000 as at March 31, 2002. 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, 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. These factors raise substantial doubts about our ability to continue as a
going concern.

         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.

                                       10
<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, 2001. 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.

         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 been expanding our 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.

Results of Operations

         Revenues. Gaming revenues in the quarter ended March 31, 2002 were
approximately $534,000, while in the quarter ended March 31, 2001, gaming
revenues were approximately $792,000. 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 gaming revenue from the
Casino for the quarter ended March 31, 2002 was approximately 54% less than the
comparable 2001 quarter due to lower volume. The higher volume in 2001 is
attributable, in part to an advertising campaign designed to increase traffic to
our website. This advertising and promotional (including issuance of
complementary wagering dollars) campaign was not repeated in 2002, and therefore
less traffic and wagering dollars were received. Gaming revenues from the
Sportsbook operations were approximately $336,000 and $423,000 for the quarter
ended March 31, 2002 and 2001 respectively, due to the lower volume.

                                       11
<PAGE>

         Cost of Operations. Cost of operations consists primarily of software
licensing and maintenance costs, royalty payments, credit card processing fees,
and internet service provider costs. For the quarter ended March 31, 2002 such
cost amounted to $109,000 as compared to $170,000 in 2001. The decreases are a
result of the decreased volume of business, and higher software licensing costs
for both our owned and managed websites in 2001.

         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 quarter
ended March 31, 2001 was approximately $44,000. There were no research and
development expenses for the quarter ended March 31, 2002.

         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, 2002 and 2001 were
approximately $411,000 and $599,000, respectively. The greater costs in 2001
were due to the greater efforts to increase the size of the business and
administer the expanded volume, and included higher advertising costs including
certain non-cash advertising 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 $18,000 and $29,000 for the quarters ended March 31,
2002 and 2001, respectively. The decrease reflects the lower expense related to
the aging 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 2001 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.

Critical Accounting Policies

         REVENUE RECOGNITION. Gaming revenues are recognized when the sporting
event or game of chance has been completed. Credit card deposits held by the
Company for individual customers are recorded as customer account deposits until
earned by the Company or returned to the customer. Gaming revenues are presented
on a net basis (i.e., net of customer winnings).

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

                                       12
<PAGE>

approximately $1,942,000 as at March 31, 2002. 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 over the past year primarily through the deferral of
officers' salaries, advances made by affiliates, and the proceeds of the sale of
our Slotsvegas site (including our Spectrafax stock). Due to our limited cash
balances, we expect to have to continue these financing methods. These factors
raise substantial doubt about our ability to continue as a going concern.

         Net cash provided by (used in) operating activities was approximately
($143,000) and $33,000 for the quarters ended March 31, 2002 and 2001. The
decrease was primarily due to lower customer deposits and decreasing accounts
payable.

         During the first quarter of 2002, we borrowed funds totaling $82,000
from directors and stockholders to fund our operations under short-term advances
without fixed repayment terms. Repayments on these advances totaled
approximately $25,000 for 2002. We also received approximately $74,000 from the
sale of Spectrafax stock.

         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.

         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.


                            PART II-OTHER INFORMATION

Item 1.  Legal Proceedings

         Please refer to Item 3, of the Condensed Notes to Consolidated
Financial Statements and the Company's report on Form 10-KSB for the year ended
December 31,2001 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

                                       13
<PAGE>

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

         NOT APPLICABLE

Item 5.  Other Information

         NOT APPLICABLE

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.

                                       14
<PAGE>

** 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.



                                   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.




Signature                                    Title                      Date
---------                                    -----                      ----

/s/ SANDY J. MASSELLI, JR.      Chairman of the Board, Chief        May 17, 2002
--------------------------      Executive Officer and Director
Sandy J. Masselli, Jr.,

/s/ MITCHELL BROWN              President, Chief Operating          May 17, 2002
--------------------------      Officer and Director
Mitchell Brown

/s/ T.R. ANTHONY MALCOM         Director                            May 17, 2002
--------------------------
T.R. Anthony Malcom

/s/ ROBERT D. BONNELL           Director                            May 17, 2002
--------------------------
Robert D. Bonnell

/s/ RICHARD B. DAVIS            Director                            May 17, 2002
--------------------------
Richard B. Davis

/s/ JOHN J. MASSELLI            Director                            May 17, 2002
--------------------------
John J. Masselli

                                       15